-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 HYgYQMYn4s3YACggOP3ZHlVkAICaqJlRu0UdiDjdtjfjtgqK6NSgZf5I9whtC7y2
 07CRZv9CeErvLZmfBUFRzA==

<SEC-DOCUMENT>0000050471-01-500016.txt : 20010629
<SEC-HEADER>0000050471-01-500016.hdr.sgml : 20010629
ACCESSION NUMBER:		0000050471-01-500016
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		20
CONFORMED PERIOD OF REPORT:	20010613
ITEM INFORMATION:		
ITEM INFORMATION:		
ITEM INFORMATION:		
ITEM INFORMATION:		
FILED AS OF DATE:		20010628

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			FIELDS TECHNOLOGIES INC
		CENTRAL INDEX KEY:			0000050471
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374]
		IRS NUMBER:				112050317
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0630

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		
		SEC FILE NUMBER:	000-03718
		FILM NUMBER:		1670275

	BUSINESS ADDRESS:	
		STREET 1:		333 MAIN STREET
		STREET 2:		*
		CITY:			PARK CITY
		STATE:			UT
		ZIP:			84060
		BUSINESS PHONE:		435-645-2221

	MAIL ADDRESS:	
		STREET 1:		333 MAIN STREET
		STREET 2:		*
		CITY:			PARK CITY
		STATE:			UT
		ZIP:			84060

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	AMERINET GROUP COM INC
		DATE OF NAME CHANGE:	19990803

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	EQUITY GROWTH SYSTEMS INC /DE/
		DATE OF NAME CHANGE:	19951214

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	INFOTEC INC
		DATE OF NAME CHANGE:	19930506
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>form_8k-062801.txt
<TEXT>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 8-K


                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


         Date of Report (Date of earliest event reported): June 13, 2001


                            FIELDS TECHNOLOGIES, INC.

               (Exact Name of Registrant as Specified in Charter)

    Delaware      000-03718      (Commission File Number)   11-2050317

                 (State or Other Jurisdiction of Incorporation)
                        (IRS Employer Identification No.)


                     333 Main Street, Park City, Utah    84060
               (Address of Principal Executive Offices)(Zip Code)


        Registrant's telephone number, including area code (435) 649-2221

                      Former Name: AmeriNet Group.com, Inc.
  Former Address: 2500 N. Military Trail, Suite 225, Boca Raton, Florida 33431
          (Former Name or Former Address, if Changed Since Last Report)


ITEM 1.  CHANGES IN CONTROL OF REGISTRANT

     On June 13, 2001,  Fields  Technologies,  Inc.,  formerly known as AmeriNet
Group.com,  Inc.  (the  "Company")  completed its  acquisition  of 98.76% of the
outstanding  common stock of Park City Group, Inc. from certain  stockholders of
Park City Group, Inc. (the "Park City Group Participants") pursuant to the terms
of  a  Reorganization   Agreement  that  was  executed  on  May  31,  2001  (the
"Reorganization  Agreement").  On December 21, 2000, the Company's  stockholders
approved the acquisition of one or more businesses, whether or not characterized
as reverse  acquisitions  and  whether or not such  transactions  resulted  in a
change of control of the Company. Pursuant to the Reorganization Agreement, Park
City Group,  Inc.  became a consolidated  subsidiary of the Company and the Park
City Group Participants became  stockholders of the Company.  The Company issued
109,623,600  shares  (approximately 74% of the Company's  currently  outstanding
stock)  of  restricted  Company  voting  common  stock  to the Park  City  Group
Participants  and  may  issue   approximately   74,000,000   additional   shares
(approximately  33% of the Company's  outstanding stock if 74 million additional
shares are issued) of restricted  voting common stock upon  additional Park City
Group, Inc. share exchanges,  Company private placement note defaults, Park City
Group,  Inc.  preferred  stock   conversions,   the  Company  incurring  certain
unindemnified  expenses,  and the Park City Group  Participants  earning certain
performance  shares.  As a  condition  to  the  closing  of  the  Reorganization
Agreement,  the Company was  required to hold at least $1 million in either cash
or notes  receivable  at  closing.  Consequently,  prior to the  closing  of the
Reorganization  Agreement,  the Company sold to certain accredited  investors 12
million shares of Company common stock in a private placement at a price of $.17
per share. The closing of the private placement occurred simultaneously with the
closing of the Reorganization  Agreement.  Immediately  following the closing of
the  Reorganization  Agreement,  the Company had a total of  148,923,601  shares
issued  and  outstanding.  This  change  of  control  is the  direct  result  of
arms-length negotiations between otherwise unrelated parties,  pursuant to which
the Park City  Group  Participants  obtained  approximately  4.3 shares of newly
issued  Company  common  stock for every share of Park City Group,  Inc.  common
stock held.  Prior to the  closing of the  Reorganization  Agreement,  no single
stockholder or control group owned more than 50% of the Company's voting rights.

     Pursuant  to  the  terms  of  the  Reorganization  Agreement,  the  Company
stockholders holding shares prior to the closing of the Reorganization Agreement
have the right to designate one member of the Company's board of directors for a
period of five years following the closing of the Reorganization  Agreement. The
initial designee is Edward Dmytryk, a member of the Company's Board of Directors
since 1999.


<PAGE>


ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS

     See Item 1 above.

     As a condition to the closing of the  Reorganization  Agreement (see Item 1
above), on June 13, 2001 and pursuant to a Superseder and Termination  Agreement
dated May 23,  2001,  the  Company  disposed  of all of its  interest in Lorilei
Communications,  Inc., a Florida corporation,  AmeriNet Communications,  Inc., a
Florida corporation,  Trilogy International,  Inc., a Florida corporation, Vista
Vacations  International,  Inc., a Florida corporation and Wriwebs.com,  Inc., a
Florida corporation (the "Subsidiaries").  Except for cash and certain interests
in securities that were  transferred to Edward C. Dmytryk,  as escrow agent, for
disposition  in  accordance  with the terms of certain  agreements,  the Company
transferred all of its interest in the  Subsidiaries to the Yankee  Companies in
exchange for Yankees terminating all of the Company's obligations or liabilities
owed to it by the Company prior to the closing of the Reorganization  Agreement.
Yankees was formally a Company consultant.  The Company's  stockholders approved
this disposition on December 21, 2000.

     The following  paragraphs  provide more information  about Park City Group,
Inc.

Background

     In May  1990,  Park  City  Group,  Inc.  was  incorporated  in the state of
Delaware under the name Riverview Software Group. The company name became Fields
Software  Group in July 1990 and Park City Group,  Inc. in July 1993.  Park City
Group, Inc. has been under the continuous direction and leadership of Randall K.
Fields,  currently  the CEO and  President  of Park City Group,  Inc.  Park City
Group, Inc. has one wholly owned subsidiary, Fresh Market Manager, LLC.

     Park City Group,  Inc.'s primary business is the  development,  support and
consulting  services  of  the  suite  of  software   applications   marketed  as
ActionManager(TM)  and an additional  suite of  applications  marketed under the
name of Fresh Market Manager.

     The  information  presented in the  remainder of this  document,  including
financial information,  includes the activities and matters related to both Park
City Group, Inc. and Fresh Market Manager,  LLC and these companies are referred
to collectively as Park City Group, except where identified individually.

Overview of Business

     Park City Group  provides  its  customers  in the  retail  and  hospitality
industries  with a combination of patented  technology,  software  solutions and
services that are intended to automate managerial and administrative tasks. Park
City  Group's  ActionManager(TM)  and  Fresh  Market  Manager  applications  are
intended to improve the ability of management  at all levels of an  organization
to  manage  day-to-day  processes  of  business  operations,  to  make  informed
decisions  and to  implement  them  quickly  and  efficiently.  The  software is
intended to automate  administrative tasks by placing actionable information and
advice directly into the hands of decision-makers,  enabling them to devote more
time to  customer-related  activities.  The  applications are intended to enable
customers to improve  decision-making  at all levels  within their  organization
through   rules-based  systems  that  capture  and  distribute  the  skills  and
experience of their best managers.

Financial Information

     During the three  months  ended March 31,  2001,  Park City Group had total
unaudited proforma combined operating revenues of $1,388,570 and total unaudited
proforma combined losses before income taxes and extraordinary items of $68,153.
During the year ended  December  31, 2000,  Park City Group had total  unaudited
proforma combined  operating revenues of $7,325,566 and total unaudited proforma
combined income before income taxes and extraordinary  items of $1,102,734.  The
unaudited  proforma  combined  financial  information  is based  upon  available
information  and  assumptions  that  Park City  Group  management  believes  are
reasonable.

     Park City Group's  management  does not believe that  historical  operating
results are  necessarily a good  indication of future  performance.  The Company
will file Park City  Group's  financial  statements  by  amendment no later than
sixty (60) days following the required filing date of this form 8-K.



<PAGE>


Factors That May Affect Park City Group's Future Results

     Park City Group  operates in a highly  competitive  market that  involves a
number of risks, including, but not limited to the following:

Park City  Group must hire and  retain  certain  key  personnel  to sustain  its
business.

     The  success  of  Park  City  Group  is  dependent   upon  the   continuing
availability and involvement of its founder,  Randall K. Fields. The loss of Mr.
Fields'  services would adversely affect Park City Group's  business.  Park City
Group currently maintains key man insurance on Mr. Fields' life in the amount of
$10,000,000  but that amount would not be adequate to compensate Park City Group
for the loss of Mr. Fields' services.

     Additionally,  if Park City  Group is  unable  to hire or retain  qualified
personnel,  or if newly hired personnel fail to develop the necessary  skills or
to reach expected levels of  productivity,  Park City Group's ability to develop
and  market  products  will be  weakened.  The  success  of Park City Group also
depends on the continued contributions of key management, programming, sales and
marketing and professional services personnel.

Park City Group must timely develop new software  solutions or  enhancements  to
its existing products that are acceptable to the market and shipped to customers
in a timely manner or sales may decline.

     If Park  City  Group  is  unable  to  develop  new  software  solutions  or
enhancements to existing  products on a timely and  cost-effective  basis, or if
new  products  or  enhancements  do not  achieve  market  acceptance,  sales may
decline.  The life cycles of Park City Group  products are  difficult to predict
because the market for these products is in a constant state of development  and
is characterized by rapid technological  change and evolving customer needs. The
introduction  of products  employing  new  technologies  could  render Park City
Group's existing products or services obsolete and unmarketable.

     Because Park City Group's  software  employs and encourages  changes in the
way businesses  manage their operations and communicate,  the deployment of Park
City Group's technology  requires retailers to adopt a new approach that has yet
to gain  widespread  acceptance  in the  retail  industry.  Companies  that have
already invested substantial  resources in traditional software may be reluctant
to adopt a new approach that may replace,  limit or compete with their  existing
systems.  In order to obtain  market  acceptance,  Park  City  Group may need to
expend  significant  funds on marketing to inform  potential  customers  and the
public of the nature of its products and the  perceived  benefits of using those
products as effective  alternatives  to conventional  products.  There can be no
assurance that Park City Group's products will achieve broad market  acceptance.
As is  typical  in the case of  rapidly  evolving  markets,  demand  and  market
acceptance  for  Park  City  Group's  products  is  subject  to a high  level of
uncertainty.

     Park City Group may fail to  introduce  or deliver new products on a timely
basis,  if at all. In the past,  Park City Group has  experienced  delays in the
commencement of commercial  shipments of  enhancements to its products.  If Park
City Group is unable to ship or  implement  enhancements  to its  products  when
planned,  or fails to achieve  timely market  acceptance of these  enhancements,
Park City Group may suffer  lost sales and could fail to  increase  or  maintain
revenues.  Future operating results of Park City Group will depend on demand for
its products, including new and enhanced releases.

     Park City Group's future operating results may be below expectations due to
its revenue recognition policies and its long and variable sales cycle.

     Park City Group has  developed  revenue  recognition  policies  that are in
accordance  with  generally  accepted  accounting  principles.   These  policies
recognize revenues in the period earned and when services are actually performed
which  does not  necessarily  coincide  with the period in which  contracts  are
signed or payments  received.  New  contracts  may not result in revenues in the
period in which the contract is signed or payment  received.  Accordingly,  Park
City  Group may not be able to  predict  accurately  when  revenues  from  these
contracts will be recognized.


<PAGE>


     The period between initial contact with a prospective  customer and sale of
Park City Group  products and services  varies,  but is typically  four to seven
months.  The licensing of Park City Group  products is often an  enterprise-wide
decision by customers  that  involves a  significant  commitment of resources by
Park City Group and the customer.  Prospective  customers  generally  consider a
wide range of issues before  committing  to purchase  Park City Group  products,
including product benefits, cost and time of implementation,  ability to operate
with existing and future  computer  systems,  ability to  accommodate  increased
transaction volume and product reliability.  As part of the sales process,  Park
City  Group  spends a  significant  amount of  resources  informing  prospective
customers about the use and benefits of its products,  which may not result in a
sale,  therefore  reducing the  profitability of Park City Group. As a result of
this sales  cycle,  Park City Group  revenues are  unpredictable  and could vary
significantly  from  period to period  causing  operating  results  to also vary
significantly from period to period.

     Park City Group's  revenues could be adversely  impacted if it loses any of
its current  customers because it is dependent upon a relatively small number of
customers.

     A relatively small number of customers account for a significant portion of
Park City Group's total revenues.  The loss or delay of individual  orders could
have a  significant  impact on revenues and operating  results.  Park City Group
expects that  revenues from a limited  number of new customers  will continue to
account for a large  percentage of total revenues in future  periods.  Park City
Group's  ability to attract new  customers  will depend on a variety of factors,
including  the  performance,  quality,  features and price of current and future
products.  Park City Group's failure to add new customers that make  significant
purchases of its products and services would reduce its future revenues.

     To continue to grow licensing  revenues in future periods,  Park City Group
will need to attract new  customers and achieve  acceptance  of its  specialized
software.

     Most of the revenues of Park City Group are derived from the license of its
software solutions and related maintenance  contracts.  Once Park City Group has
recognized  revenue from  licensing its software to a customer,  Park City Group
may not receive recurring  licensing revenues from this customer.  Although Park
City Group may  subsequently  receive ongoing upgrade or service and maintenance
revenue  from a  customer  to whom it has  licensed  products,  this  upgrade or
service and maintenance revenue is generally substantially less than the revenue
derived  from the  license.  Therefore,  in order  for Park  City  Group to grow
licensing  revenues in future  periods it will need to complete  the sale of its
products to new  customers  with whom Park City Group may not have  pre-existing
relationships.

     Park City Group's profitability may suffer in the short-term if it converts
offering its ActionManager(TM)  products from a licensing basis to an ASP basis,
and in the long-term if the market does not accept ASP.

     Park City Group is currently in the process of evaluating  the  possibility
of offering its  ActionManager(TM)  products to new customers on an  Application
Solution  Provider (ASP) basis. This would result in a monthly charge for use of
Park City Group's software products rather than a one-time, up-front license fee
plus an annual  maintenance  contract.  If Park City Group adopts this sales and
marketing  approach,  and  to the  extent  that  customers  rapidly  adopt  that
strategy,  it will  over the  short  term  reduce  revenues  and  profitability.
However,  to the extent that customers accept this sales and marketing approach,
overall  revenues  and  corresponding  profit  and  cash  flow  should  be  more
consistent,  even in the long  term.  Conversely,  the  licensing  approach  has
created  uneven  and less  predictable  revenues.  The ASP sales  and  marketing
approach  should  improve Park City  Group's  ability to predict  revenues,  net
income and related cash flow and manage costs and overall business activities in
a more consistent and manageable approach.  However,  there is no assurance that
such an approach  will be accepted by potential  ActionManager(TM)  customers or
that the  ultimate  result of  marketing  these  products  in this  manner  will
accomplish the desired results.

     The current market for ASP type deployments of software products has slowed
industry  wide in growth as  companies  are  reevaluating  their trust in having
sensitive  information  housed in the hands of a service  provider.  Should this
trend  continue,  there would be an impact on the deployment of the Fresh Market
Manager  software  applications and Park City Group's plans to implement the ASP
sales  and  marketing  approach  with  the   ActionManager(TM)   products.   The
alternative of licensing the various software  applications has a much higher up
front  licensing  costs and would therefore  require more  justification  by the
prospective  customer.  This type of  justification  and the related  evaluation
would impact the speed at which prospective  customers will be willing to commit
to licensing software and may have an impact on Park City Group's revenue.



<PAGE>



     A  significant  shift  between  Park City Group's  service and  maintenance
revenue and software license revenues could adversely affect gross margins.

     A  significant  shift in Park City  Group's  revenue mix away from  license
revenues  to service and  maintenance  revenues  would  adversely  affect  gross
profit.  Revenues  derived from services and  maintenance  provided by Park City
Group has substantially  lower gross profit than revenues derived from licensing
its software products. The revenue attributable to services and maintenance as a
percentage of overall revenues is subject to significant  variation based on the
structure  and pricing of future  arrangements  Park City Group enters into with
customers.  An increase in the  percentage of Park City Group's  total  revenues
generated by services and maintenance  with a corresponding  decrease in license
revenues could adversely affect overall gross profits.

     If Park City Group acquires new  companies,  products or  technologies,  or
does not effectively manage growth, its present operations may be disrupted.

     Park City Group  intends to make  investments  in or acquire  complementary
companies,  products and technologies.  Park City Group's management has limited
organizational  experience in acquiring and integrating businesses and will need
to  develop  the  relevant  skills if Park  City  Group is to be  successful  in
realizing the benefits of future  transactions.  Assimilating  the operations of
any company that Park City Group  acquires may be difficult and time  consuming.
In addition,  Park City Group may be unsuccessful in retaining the key personnel
of any acquired company. Assimilating the employees of an acquired company could
prove to be difficult and time consuming due to conflicting  corporate  cultures
and geographically  dispersed offices.  Moreover,  Park City Group does not know
and cannot currently predict the accounting treatment of any future acquisition,
in part because Park City Group cannot be certain what  accounting  regulations,
conventions  or  interpretations  may prevail in the future.  If Park City Group
acquires  complementary   technologies  or  products,   Park  City  Group  could
experience  difficulties  assimilating  these  technologies or products into its
operations. These difficulties could disrupt Park City Group's ongoing business,
distract its management and employees and increase expenses.  Furthermore,  Park
City  Group may have to incur  debt or issue  equity  securities  to pay for any
future acquisitions.

     To manage the expected growth of operations and personnel,  Park City Group
will be required  to  establish a flexible  business  infrastructure,  including
in-house  systems for  processing  transactions;  continually  implement new and
improved  transaction-processing,  operational and financial systems, procedures
and controls; and expand, train and manage Park City Group's employee base. Park
City  Group will also be  required  to expand its  finance,  administrative  and
operations staff. Further, Park City Group's management team will be required to
maintain and expand  relationships  with various third parties  necessary to its
business,  particularly  with  respect to  proposed  advertising  and  marketing
activities.  There can be no  assurance  that  current  and  planned  personnel,
systems,  procedures and controls will be adequate to support future  operations
or that Park City Group's  management team will be able to hire, train,  retain,
motivate and manage required  personnel or that the management team will be able
to  successfully  identify,  manage and exploit  existing and  potential  market
opportunities.  If Park City Group is unable to manage growth  effectively,  its
business,  prospects,  financial  condition  and results of  operations  will be
harmed.

     Park City  Group may  discover  software  errors in its  products  that may
result in a loss of revenues or injury to its reputation.

     Errors may be found from time to time in Park City Group's existing, new or
enhanced products after commencement of commercial shipments,  resulting in loss
of  revenues  or injury to its  reputation.  In the  past,  Park City  Group has
discovered  software  errors in its products and, as a result,  has  experienced
delays in the  shipment of products.  Errors in Park City Group  products may be
caused by  defects in  third-party  software  incorporated  into Park City Group
products.  If so, Park City Group may not be able to fix these  defects  without
the cooperation of these software  providers.  Since these defects may not be as
significant to the software  provider as they are to Park City Group,  Park City
Group may not  receive the rapid  cooperation  that may be  required.  Park City
Group  may  not  have  the  contractual  right  to  access  the  source  code of
third-party software and, even if Park City Group does have access to the source
code,  Park City Group may not be able to fix the defect.  Since Park City Group
customers  use its  products  for critical  business  applications,  any errors,
defects or other  performance  problems could result in damage to the customers'
business.  These customers could seek  significant  compensation  from Park City
Group for their losses. Even if unsuccessful,  a product liability claim brought
against Park City Group would likely be time consuming and costly.

     Park City Group may experience  online  security  breaches of customer data
that may result in a loss of revenue or injury to its reputation.



<PAGE>


     A significant  barrier to online  communications is the need for the secure
transmission of confidential  information over public networks.  There can be no
assurance that advances in computer  capabilities,  new discoveries in the field
of cryptography, or other events or developments will not result in a compromise
or  breach  of the  algorithms  used by Park  City  Group  to  protect  customer
transaction  data. If any such  compromise  of security were to occur,  it could
have a material adverse effect on the reputation, business, prospects, financial
condition and results of  operations of Park City Group.  Park City Group may be
required to expend  significant  capital and other  resources to protect against
such security breaches or to alleviate problems caused by such breaches.  To the
extent  that  the  activities  of  Park  City  Group  involve  the  storage  and
transmission  of proprietary  information,  security  breaches could damage Park
City  Group's  reputation  and  expose  it to a risk of loss or  litigation  and
possible  liability.  There can be no assurance that Park City Group's  security
measures will prevent security breaches or that failure to prevent such security
breaches will not have a material adverse effect on Park City Group's  business,
prospects, financial condition and results of operations.

     Park City  Group's  potential  inability to increase its direct sales force
could prevent anticipated growth in future sales of products.

     Park City  Group's  future  growth  depends  upon the ability of its direct
sales force to develop customer  relationships  and increase sales.  Park City's
ability to  increase  sales will  depend on its  ability to  recruit,  train and
retain quality sales people who are able to target customers' senior management,
and who can productively generate and service large accounts.

     There is a  shortage  of the  sales  personnel  Park City  Group  needs and
competition for qualified personnel is intense.  In addition,  it will take time
for new sales  personnel  to achieve  full  productivity.  If Park City Group is
unable to hire or retain  qualified  sales  personnel,  or if newly  hired sales
personnel  fail to develop the necessary  skills or to reach  productivity  when
anticipated,  Park  City  Group  may not be able to  increase  the  sales of its
products.

     Park City Group's failure to expand into  international  markets could slow
expected revenue growth.

     To date, Park City Group has generated  limited revenues from sales outside
the United States. If Park City Group fails to maintain or increase sales of its
products  in  international  markets,  Park City Group could  experience  slower
revenue growth,  and business could be harmed.  Park City Group anticipates that
it will devote  significant  resources  and  management  attention  to expanding
international opportunities.  Expanding internationally subjects Park City Group
to a number of risks, including:

     o    Greater difficulty in staffing and managing foreign operations;

     o    Changes in a specific  country's  or  region's  political  or economic
          conditions;

     o    Expenses associated with localizing Park City Group products;

     o    Differing intellectual property rights;

     o    Protectionistic   laws  and  business   practices   that  favor  local
          competitors;

     o    Longer sales cycles and collection  periods or seasonal  reductions in
          business activity;

     o    Multiple,  conflicting  and changing laws and government  regulations;
          and


<PAGE>


     o    Foreign currency restrictions and exchange rate fluctuations.

     Park City Group incorporates many third party software  providers' licensed
technologies  into its  products,  the loss of which could prevent sales of Park
City  Group's  products  or  increase  its costs due to more  costly  substitute
products.

     Park City Group licenses  technologies from third party software  providers
that are  incorporated  into its products.  Park City Group  anticipates that it
will continue to license technologies from third parties in the future. The loss
of these  technologies or other third-party  technologies could prevent sales of
Park City Group products and increase its costs until  substitute  technologies,
if available, are developed or identified,  licensed and successfully integrated
into Park City Group products.  Even if substitute  technologies  are available,
there can be no  guarantee  that Park City Group  will be able to license  these
technologies on commercially reasonable terms, if at all.

     Park City Group must  continue to serve  customers  with a wide  variety of
hardware, software applications, or computer systems or revenues may suffer.

     Park City Group  currently  serves a customer base that uses a wide variety
of constantly  changing hardware,  software  applications and operating systems.
Park City  Group  products  will only gain  broad  market  acceptance  if it can
continue to support a wide variety of retailers' technology  platforms.  If Park
City Group products are unable to support a variety of these platforms, revenues
would be harmed.

     The software  products of Park City Group have been  developed to work with
most computer operating systems. In addition, Park City Group's various software
products  interface  with many of the most common  database  and other  business
applications software. As changes are made to these other software applications,
Park City Group may be required to make  changes to its software  products  that
could require significant additional cost.

     An inability to handle large numbers of transactions could damage Park City
Group's reputation and impair sales of its products.

     The products of Park City Group must be able to  accommodate a large number
of transactions,  customers and product  offerings.  Large-scale  usage presents
significant technical challenges that are difficult or impossible to predict. To
date,  Park City  Group  products  have  been  deployed  by a limited  number of
customers  and,  therefore,  there is no  assurance  that the  Park  City  Group
products  will be able  to meet  customer  demands  for  large-scale  usage.  If
customers experience  difficulty with Park City Group products during periods of
high traffic or usage,  it could damage Park City Group's  reputation and reduce
revenues. In addition,  the number of transactions that Park City Group software
platforms  can  handle  is  generally  dependent  on the level of  investment  a
customer  makes in  computer  equipment.  If Park City Group  customers  fail to
adequately  budget for the costs of scaling  their  operations  as the number of
transactions they process grows, they may resist the further investment required
for Park City Group's software platform to operate  effectively.  In such event,
Park City Group's reputation could be harmed and customers may seek to implement
alternative solutions that may be offered by competitors.


<PAGE>



     Revenues  may be  adversely  affected  if Park City Group is unable to deal
effectively with market competition.

     There are limited  barriers to develop  products and enter markets in which
Park City Group is involved so it is likely that the number of competitors  will
increase. Park City Group believes that the principal competitive factors in its
market are brand recognition, content quality, ease of navigation,  personalized
services, convenience,  price, accessibility,  customer service, reliability and
speed of  fulfillment.  Some of Park City  Group's  potential  competitors  have
longer operating histories, larger customer bases, greater brand recognition and
significantly  greater  financial,  marketing and other resources than Park City
Group.  Increased  competition may result in reduced operating margins,  loss of
market share and a diminished brand  acceptance.  There can be no assurance that
Park City Group will be able to compete successfully against future competitors,
and competitive  pressures faced by it may have a material adverse effect on its
business,  prospects,  financial condition and results of operations.  Park City
Group may experience increased competitive pressures due to new technologies and
the expansion of existing technologies.

     Park City  Group's  development,  protection  and  defense  of third  party
infringement claims related to intellectual property could be costly.

     The  success of Park City  Group  depends  on its  ability  to develop  and
protect  existing  and new  proprietary  technology  and  intellectual  property
rights.  Park City Group seeks to protect its software,  documentation and other
written materials primarily through a combination of trade secret, trademark and
copyright laws,  confidentiality  procedures and contractual  provisions.  While
Park City Group attempts to safeguard and maintain its  proprietary  rights,  it
does not know whether it has been or will be completely  successful in doing so.
Further,  Park City  Group's  competitors  may  independently  develop or patent
technologies that are substantially equivalent or superior to Park City Group's.

     Despite  Park City  Group's  efforts to  protect  its  proprietary  rights,
unauthorized  parties may attempt to copy  aspects of its products or obtain and
use information that Park City Group regards as proprietary.  To license certain
of its products, Park City Group may rely in part on "shrink wrap" or "point and
click"  licenses  that are not signed by the  end-user  and,  therefore,  may be
unenforceable under the laws of certain jurisdictions. Policing unauthorized use
of its products is  difficult.  While Park City Group is unable to determine the
extent to which piracy of its software  exists,  software piracy can be expected
to be a persistent problem, particularly in foreign countries where the laws may
not protect proprietary rights as fully as in the United States. Park City Group
can offer no assurance that its means of protecting its proprietary  rights will
be adequate or that its competitors  will not reverse  engineer or independently
develop similar technology.

     There has been a substantial  amount of litigation in the software industry
regarding intellectual property rights. It is possible that in the future, third
parties  may claim  that Park City  Group or its  current  or  potential  future
products  infringe  upon their  intellectual  property  rights.  Park City Group
expects that software  product  developers and providers of electronic  commerce
solutions will  increasingly be subject to infringement  claims as the number of
products and competitors in its industry segment grows and the  functionality of
products in different  industry segments overlaps.  Any claims,  with or without
merit,  could be  time-consuming,  result in costly  litigation,  cause  product
shipment  delays or require  Park City Group to enter into  royalty or licensing
agreements.  Royalty or licensing agreements,  if required, may not be available
on terms acceptable to Park City Group or at all, which could seriously harm its
business.

ITEM 5.  OTHER EVENTS

     In  conjunction  with the  closing  of the  Reorganization  Agreement,  all
Company executive officers and directors,  except Edward Dmytryk,  resigned from
the Company effective  immediately upon the closing.  Prior to the closing,  the
Company  directors  appointed  Randall K.  Fields to serve as a director  of the
Company  together with continuing  director  Edward  Dmytryk.  Mr. Fields is the
founder of Park City Group and has been its Chairman of the Board, President and
Chief Executive  Officer from the inception of Park City Group in 1990. He was a
co-founder of Mrs. Fields Inc. in 1977 and was its Chairman until February 1992.
The  resigning  directors  may be replaced by  designees  of Randall K.  Fields.
Additionally,  the new  Company  board  of  directors  has  replaced  all of the
resigning Company officers.  The new board of directors has appointed Randall K.
Fields as the  Company's  President  and Chief  Executive  Officer  and  Narayan
Krishnan as the  Company's  Secretary.  Mr.  Krishnan is Park City Group's Chief
Financial Officer.  He has approximately  seven years of experience in corporate
finance. Randall K. Fields has an employment agreement with Park City Group.



<PAGE>


     On June 20,  2001,  the Company  filed with the  Secretary  of State of the
State of Delaware,  a Certificate of Amendment of  Certificate of  Incorporation
changing its name from AmeriNet Group.com, Inc. to Fields Technologies, Inc. The
Company stockholders approved a name change on December 21, 2000.


CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

     The  above  discussion  in  Items  1,  2  and  5  contains  forward-looking
statements  that  involve  risks  and   uncertainties.   Words  such  as  "may,"
"estimates,"  "expects,"  "anticipates,"  "plans,"  "believes,"  "projects," and
similar  expressions  identify  forward-looking  statements.   These  risks  and
uncertainties  include,  but are not limited to, the described  factors that may
affect Park City Group's future results,  the dilutive effect to current Company
stockholders  due to the issuance of an unknown  number of additional  shares of
Company common stock, the outcome of the replacement of resigning directors, the
challenges  presented  by  integrating  Park City Group into the Company and the
accuracy of the assumptions and adjustments in the proforma  combined  financial
information  included  in this  report.  Forwarding-looking  statements  express
expectations  of future events.  All  forward-looking  statements are inherently
uncertain as they are based on various  expectations and assumptions  concerning
future  events and they are  subject to  numerous  known and  unknown  risks and
uncertainties  which could cause actual  events or results to differ  materially
from those projected.  Past performance is not indicative of future performance.
Due to these  inherent  uncertainties,  investors or potential  investors in the
Company's  securities are urged not to place undue  reliance on  forward-looking
statements or on the financial statements or proforma financial statements to be
included herein. In addition,  the Company undertakes no obligation to update or
revise forward-looking statements to reflect changed assumptions, the occurrence
of anticipated or unanticipated events or changes to projections over time.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

    (a)   Financial Statements of Business Acquired - will be filed by amendment
          no later than sixty (60) days after the date this filing is required.

    (b)   Pro Forma Financial  Information - will be filed by amendment no later
          than sixty (60) days after the date this filing is required.

    (c)   Exhibits

          Exhibit Number    Description

             2.1            Reorganization   Agreement  dated   May   31,   2001
                            between   AmeriNet   Group.com,   Inc.,  Randall  K.
                            Fields  and  Riverview   Financial Corp.

             2.2            First Amendment  to  Reorganization  Agreement dated
                            June 11, 2001   between AmeriNet   Group.com,  Inc.,
                            Randall K.  Fields  and Riverview Financial Corp.

             2.3            Second   Amendment   to   Reorganization   Agreement
                            dated  June  13,  2001   between AmeriNet  Group.com
                            Inc.,  Randall K.  Fields  and  Riverview  Financial
                            Corp.

             2.4            Accession   Agreement   dated   June   5,  2001   by
                            Lee Bowman

             2.5            Accession  Agreement  dated  June  8,2001 by William
                            R. Jones and Lois H. Jones

             2.6            Accession   Agreement   dated  J une   5,  2001   by
                            Anthony M. Frank

             2.7            Accession   Agreement  dated  June  7,  2001 by Paul
                            Quinn

             2.8            Accession   Agreement  dated  June  7, 2001 by Larry
                            C. Holman



<PAGE>


             2.9            Share  Exchange  Agreement   dated  June  11,   2001
                            between  AmeriNet  Group.com,  Inc.  and   Riverview
                            Financial Corp.

             2.10           Indemnification  Agreement   dated  June  8,    2001
                            between     Carrington    Capital   Corporation  and
                            AmeriNet Group.com, Inc.

             3.1            Certificate     of     Amendment    of   Certificate
                            of   Incorporation    of  AmeriNet  Group.com,  Inc.
                            filed June 20, 2001

             3.2            Certificate   of   Amendment of     Certificate   of
                            Incorporation   of  AmeriNet   Group.com, Inc. filed
                            June 7, 2001

             99.1           Superseder  and   Termination   Agreement    between
                            AmeriNet Group.com,  Inc. and  The Yankee Companies,
                            Inc. dated May 23, 2001

             99.2           Employment   Agreement   between  Park   City Group,
                            Inc.  and   Randall   K. Fields   dated    effective
                            January 1, 2001

             99.3           Agreement    Michael   Umile  and    Bruce   Gleason
                            dated April 15, 2001

             99.4           Superseder Agreement between AmeriNet Group.com,Inc.
                            and  Bolena  Trading  Corp.,S.A. dated  May 24, 2001

             99.5           Information  Services  Agreement  between  Coast  to
                            Coast Realty  Group,  Inc. and   AmeriNet  Group.com
                            Inc. dated March 6, 2001

             99.6           Agreement between AmeriNet  Group.com, Inc.  and The
                            Yankees  Companies,  Inc.  dated March 19, 2001

              9.7           Agreement between AmeriNet  Group.com,  Inc., PriMed
                            Technologies,  Inc.,  the Yankees  Companies,  Inc.,
                            Park City Group,  Inc. and  Liberty Transfer Company
                            dated May 30, 2001.

                                   SIGNATURE


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                           FIELDS TECHNOLOGIES, INC.


Date:  June 28, 2001,             By: /s/ Randall K. Fields
                                          Randall K. Fields
                                          President and Chief Executive Officer


<PAGE>
                                  EXHIBIT INDEX

        Exhibit Number      Description
             2.1            Reorganization   Agreement  dated   May   31,   2001
                            between   AmeriNet   Group.com,   Inc.,  Randall  K.
                            Fields  and  Riverview   Financial Corp.

             2.2            First Amendment  to  Reorganization  Agreement dated
                            June 11, 2001   between AmeriNet   Group.com,  Inc.,
                            Randall K.  Fields  and Riverview Financial Corp.

             2.3            Second   Amendment   to   Reorganization   Agreement
                            dated  June  13,  2001   between AmeriNet  Group.com
                            Inc.,  Randall K.  Fields  and  Riverview  Financial
                            Corp.

             2.4            Accession   Agreement   dated   June   5,  2001   by
                            Lee Bowman

             2.5            Accession  Agreement  dated  June  8,2001 by William
                            R. Jones and Lois H. Jones

             2.6            Accession   Agreement   dated  J une   5,  2001   by
                            Anthony M. Frank

             2.7            Accession   Agreement  dated  June  7,  2001 by Paul
                            Quinn

             2.8            Accession   Agreement  dated  June  7, 2001 by Larry
                            C. Holman

             2.9            Share  Exchange  Agreement   dated  June  11,   2001
                            between  AmeriNet  Group.com,  Inc.  and   Riverview
                            Financial Corp.

             2.10           Indemnification  Agreement   dated  June  8,    2001
                            between     Carrington    Capital   Corporation  and
                            AmeriNet Group.com, Inc.

             3.1            Certificate     of     Amendment    of   Certificate
                            of   Incorporation    of  AmeriNet  Group.com,  Inc.
                            filed June 20, 2001

             3.2            Certificate   of   Amendment of     Certificate   of
                            Incorporation   of  AmeriNet   Group.com, Inc. filed
                            June 7, 2001

             99.1           Superseder  and   Termination   Agreement    between
                            AmeriNet Group.com,  Inc. and  The Yankee Companies,
                            Inc. dated May 23, 2001

             99.2           Employment   Agreement   between  Park   City Group,
                            Inc.  and   Randall   K. Fields   dated    effective
                            January 1, 2001

             99.3           Agreement    Michael   Umile  and    Bruce   Gleason
                            dated April 15, 2001

             99.4           Superseder Agreement between AmeriNet Group.com,Inc.
                            and  Bolena  Trading  Corp.,S.A. dated  May 24, 2001

             99.5           Information  Services  Agreement  between  Coast  to
                            Coast Realty  Group,  Inc. and   AmeriNet  Group.com
                            Inc. dated March 6, 2001

             99.6           Agreement between AmeriNet  Group.com, Inc.  and The
                            Yankees  Companies,  Inc.  dated March 19, 2001

             99.7           Agreement between AmeriNet  Group.com,  Inc., PriMed
                            Technologies,  Inc.,  the Yankees  Companies,  Inc.,
                            Park City Group,  Inc. and  Liberty Transfer Company
                            dated May 30, 2001






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.1
<SEQUENCE>2
<FILENAME>exb_2-1.txt
<DESCRIPTION>REORGANIZATION AGREEMENT
<TEXT>


                            Reorganization Agreement

                                  By and among

                            AmeriNet Group.com, Inc.,
                             a Delaware corporation

                                Randall K. Fields
                                 a Utah resident

                                       and

                            Riverview Financial Corp.
                            a California corporation



<PAGE>

                                TABLE OF CONTENTS

                                                                            Page

 ARTICLE ONE  DEFINITIONS & RULES OF CONSTRUCTION............................1

         1.1  Definitions:...................................................1

         1.2  Rules of Construction:.........................................7

ARTICLE TWO  PLAN OF REORGANIZATION..........................................7

         2.1  Reorganization.................................................7

         2.2  Unregistered Status of AmeriNet Stock to Be Issued:............11

ARTICLE THREE  REPRESENTATIONS & WARRANTIES..................................12

         3.1  Park City Group................................................12

         3.2  AmeriNet:......................................................22

ARTICLE FOUR  COVENANTS    30

         4.1  Park City Group................................................30

         4.2  AmeriNet:......................................................31

         4.3  The Parties:...................................................32

ARTICLE FIVE  CONDITIONS PRECEDENT...........................................34

         5.1  Conditions to Obligations of Each Party to Effect the
                                Reorganization...............................34

         5.2  Additional Conditions to Obligations of Park City Group's
                                    Participants.............................34

         5.3  Additional Conditions to the Obligations of AmeriNet...........36

ARTICLE SIX  CLOSING

         6.1  Closing Date:..................................................37

         6.2  Items to be Delivered at Closing by Park City Group:...........37

         6.3  Items to be Delivered at Closing by AmeriNet:..................37

         6.4  Completion of Closing..........................................38

ARTICLE SEVEN  DEFAULT OR TERMINATION........................................38

         7.1  Termination....................................................38

         7.2  Failure of Conditions..........................................39

         7.3  Termination Without Default....................................39

ARTICLE EIGHT  CONFIDENTIALITY...............................................40

         8.1  Park City Group's Business Information:........................40

         8.2  AmeriNet's Business Information:...............................40

ARTICLE NINE  MISCELLANEOUS..................................................41

         9.1  Expenses.......................................................41

         9.2  Assignability..................................................41

         9.3  Counterparts & Facsimile Execution.............................41

         9.4  Remedies.......................................................41

         9.5  Survival of Condition Subsequent, Representations and Warranties,
                                             Covenants.......................41

         9.6  Third-Party Beneficiaries......................................42

         9.7  Severability................... ...............................42

         9.8  Entire Agreement...............................................42

         9.9  Amendments, Extensions & Waiver................................42

         9.10  Exhibits......................................................42

         9.11  Negotiated Transactions.......................................43

         9.12  Governing Laws, Venue and Dispute Resolution..................43

         9.13  Notices.......................................................43

         9.14  Further Assurances............................................44

         9.15  License.......................................................44

         9.16  Broker........................................................44

<PAGE>

Park City Exhibits
2.1C     Park City Group's Participants' Data
3.1.B.2  Park City Group Capitalization
3.1.B.4  Obligation to Issue or Reserve Stock
3.1.D    Acceptable Liabilities and Permitted Encumbrances
3.1.E    Tax Obligations & Liens
3.1.F    Park City Group Subsidiaries, Affiliates and Interests in Other
         Entities
3.1.G.5  Employee Benefits
3.1.H.2  Material Contracts
3.1.I.2  Existing Insurance Policies
3.1.J    Intellectual Property
3.1.J.7  Confidentiality Agreements
3.1.K    Litigation
3.1.M    Park City Group Financial Statements
3.1.O    Interested Party Transactions
4.2.B.4  Use of Proceeds
4.3.C    Consents
5.3E     Legal Opinion

AmeriNet's Exhibits
1.1O     Consulting Agreement
3.2B     Options and Warrants
3.2B4    Registration Rights
3.2C3    Financial Representations and Disclosure
3.2C4    SEC Comment Letters
3.2.E    Litigation
3.2.F    Tax Obligations & Liens
3.2H     Liabilities and Obligations
3.2J     Leases
3.2.K.2  Insurance Policies and Fidelity Bonds
3.2L     Contracts and Commitments
4.3.C    Consents
5.2.D    Legal Opinion

Items to be delivered at Closing by Park City Group
1.       Certificates for the Park City Group Securities
2.       A lien and judgement search
3.       A good standing certificate
4.       A certificate attesting that all representation, warranties, exhibits
         and schedules remain materially true and accurate.

Items to be delivered at Closing by AmeriNet
1.       A lien and judgement search
2.       A good standing certificate
3.       Certified copies of resolutions passed by Board of Directors and
         Shareholders
4.       A certificate  attesting that all  representation, warranties, exhibits
         and schedules remain  materially true and   accurate.
5.       Certificates for the Exchange Shares will be delivered within a
         reasonable time after the Closing.

                                        4
<PAGE>


                            REORGANIZATION AGREEMENT


     This Reorganization  Agreement  (hereinafter  referred to collectively with
all exhibits as the  "Agreement") is made and entered into by and among AmeriNet
Group.com, Inc., a publicly held Delaware corporation with a class of securities
registered under Section 12(g) of the Exchange Act ("AmeriNet");  and Randall K.
Fields, a Utah resident, and Riverview Financial Corp., a California corporation
("Park City Group's  Participants")  (each of the above  listed being  sometimes
hereinafter  collectively  referred to as the "Parties" and each being sometimes
hereinafter generically referred to as a "Party").

                                    PREAMBLE:

     WHEREAS,  the board of  directors  of  AmeriNet  believes it is in the best
interest of the  corporation  and its securities  holders that AmeriNet  acquire
approximately  ninety-eight percent of the outstanding stock of Park City Group,
Inc., a Delaware corporation ("Park City Group"), as a result of which, the Park
City Group's  Participants become the controlling  stockholders of AmeriNet and,
for  accounting  purposes,  Park City Group is deemed to constitute a continuing
entity and consolidated subsidiary of AmeriNet, and, in furtherance thereof, has
approved the Reorganization; and

     WHEREAS,  pursuant to the terms of the  Reorganization,  as hereinafter set
forth, among other things, approximately ninety-eight percent of the outstanding
securities of Park City Group ("Park City Group's Securities") will be exchanged
for shares of  AmeriNet's  common  stock,  $0.01 par value  ("AmeriNet's  common
stock"), in reliance on applicable exemptions from the registration requirements
of the Securities Act and  applicable  Blue Sky laws, as hereinafter  described;
and

     WHEREAS,  the Parties intend that AmeriNet raise at least  $1,000,000 (net)
prior to Closing for the exclusive use of Park City Group subsequent to Closing;
and

     WHEREAS,  AmeriNet  and the Park City Group's  Participants  desire to make
certain  representations  and warranties and other agreements in connection with
the Reorganization; and

     WHEREAS,  the Parties intend, by executing this Agreement,  to adopt a plan
of reorganization  relating to the  Reorganization  and that the  Reorganization
shall constitute a tax-free  reorganization as described in Section 368(a)(1)(B)
of the Internal Revenue Code of 1986, as amended (the "Code"):

     Now,  Therefore,  in  consideration  of the entry of the Parties  into this
Agreement,  as well as the sum of ten dollars,  the mutual  promises  herein 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:



                       DEFINITIONS & RULES OF CONSTRUCTION

Definitions:

     As used in this Agreement, the following words, terms and phrases will have
the meanings ascribed to them below:

"Agreement" will mean this Reorganization Agreement.

"2000  10-KSB" will mean  AmeriNet's  report on  Commission  Form 10-KSB for the
fiscal year ended June 30, 2000.

"Acceptable  Liabilities"  will mean the Park City Group's  liabilities,  either
actual,  accrued or contingent which individually or in the aggregate,  (i) have
been reflected in the Park City Group's Audited Financial Statements  (including
the notes thereto) or (ii) have been specifically described in this Agreement or
in the Park City Group's Schedules or Exhibits.

"Accredited  Investor" will mean a person or entity that meets the asset or
income  requirements for treatment as an accredited  investor  specified in Rule
501 of Commission Regulation D promulgated under the Securities Act.

"Securities Act" will mean the Securities Act of 1933, as amended.

"Rule 506" will mean Rule 506 of Commission  Regulation D promulgated  under the
Securities Act.

"Affiliate" will mean an entity or person that controls,  is controlled by or is
under common control with another person.

"AmeriNet   Exhibits"   will  mean  the  exhibits   referenced  by  the  Section
designations of this Agreement as to which they apply,  annexed at the direction
of AmeriNet to this  Agreement  and  constituting  a material  component of this
Agreement.

"AmeriNet   Schedules"  will  mean  the  schedules  referenced  by  the  Section
designations of this Agreement as to which they apply,  annexed at the direction
of AmeriNet to this  Agreement  and  constituting  a Material  component of this
Agreement.

"AmeriNet  Financial  Statements" will mean the AmeriNet  financial  statements,
including  all related  schedules  and the notes  thereto,  included in the 2000
10-KSB;  the reports on Commission Form 10-QSB filed subsequent to June 30, 2000
and the financial statements for subsidiaries  subsequently acquired by AmeriNet
included in current reports on Commission Form 8-K, as amended,  filed since the
dates of the Subsequent  Quarterly Reports;  all such financial statements being
hereinafter  collectively and generically referred to as the "AmeriNet Financial
Statements."

"Blue Sky Laws" will mean the securities laws,  rules,  regulations and judicial
decisions and interpretations of state securities laws.

"Books and Records"  will mean all books,  records,  bank  statements,  budgets,
financial statements, correspondence,  computer programs, software developments,
trade secrets,  customer lists, supplier lists, site plans,  surveys,  plans and
specifications,  marketing  materials,  floor  plans,  tax  assessment  records,
billing and collection records,  engineering plans and specifications,  as-built
drawings, development plans and all other records.

"Capital Stock" will mean the generic term used for equity  securities,  whether
common, preferred or otherwise.

"Client and Customer  Agreements"  will mean all firm orders from  customers for
the purchase of goods or services.

"Code" will mean the United States Internal Revenue Code of 1986, as amended.

"IRS" will mean the United States Internal Revenue Service.

"Close" or "Closing" will mean the consummation of the transactions contemplated
by this Agreement.

"Closing Date" will mean the date that the Closing takes place.

"Commission" will mean the United States Securities and Exchange Commission.

"Exchange Act" will mean the Securities Exchange Act of 1934, as amended.

"Exchange  Act  Reports"  will  mean  all  reports  filed by  AmeriNet  with the
Commission pursuant to the Exchange Act.

"Subsequent Current Reports" will mean AmeriNet's reports on Commission Form 8-K
filed after the Subsequent Quarterly Reports but prior to the date of Closing of
this Agreement.

"Subsequent  Exchange Act Reports" will mean  AmeriNet's  reports filed with the
Commission  pursuant to  requirements  of the  Exchange  Act after the filing of
AmeriNet's report on Commission Form 10-KSB for the year ended June 30, 2000 but
prior to the date of Closing on this Agreement.

"Subsequent  Quarterly  Reports" will mean AmeriNet's reports on Commission Form
10-QSB for the quarterly  periods  following the filing of AmeriNet's  report on
Commission Form 10-KSB for the year ended June 30, 2000 but prior to the date of
Closing on this Agreement.

"Commercial  Software  Rights"  will mean all  license  and other  rights to use
commercially  available third party software  applications,  tools and libraries
and documentation  pursuant to end-user  licenses,  including but not limited to
"shrink wrapped,  off the shelf," commercially  available,  third party products
used by Park City Group.

"Consulting  Agreement" will mean the consulting  agreement between AmeriNet and
Yankees,  a copy of which is annexed  hereto  and made a part  hereof as Exhibit
1.1O.

"Contracts"  will mean all contracts,  agreements,  understandings,  indentures,
notes, bonds, loans,  instruments,  leases,  subleases,  mortgages,  franchises,
licenses,  commitments  or binding  arrangements,  express or  implied,  oral or
written, whether or not enforceable.

"Disputed  Item(s)" will mean any disputes that are not resolved by reference to
specific  provisions of this  Agreement,  without  recourse to this  Agreement"s
dispute resolution procedures.

"Dependent  Service  Agreements"  will mean the  Contracts,  alliances  or joint
ventures  entered into by Park City Group with third parties for the  generation
of  business  for  Park  City  Group or the  provision  of  services,  supplies,
equipment,  media  placement,  personnel or access to  facilities,  equipment or
time, software or other  computer-related  items, for the benefit or use of Park
City Group's clients or customers.

"Employee Benefit Plan" will mean any:

     Non-qualified deferred compensation or retirement plan or arrangement which
is an Employee Pension Benefit Plan;

     Qualified defined  contribution  retirement plan or arrangement which is an
Employee Pension Benefit Plan;

     Qualified  defined  benefit  retirement  plan or  arrangement  which  is an
Employee  Pension Benefit Plan including any  Multi-employer  Plan as defined in
ERISA Section 3[37]); or

     Employee Welfare Benefit Plan.

"Employee Pension Benefit Plan" will have the meaning set forth in ERISA Section
3(2).

"Employee Welfare Benefit Plan" will have the meaning set forth in ERISA Section
3(1).

"ERISA"  will mean the  Employee  Retirement  Income  Security  Act of 1974,  as
amended.

"Encumbrance"  will  mean  any  title  defect,  mortgage,   assignment,  pledge,
hypothecation, security interest, title or retention agreement, levy, execution,
seizure, attachment, garnishment, deemed trust, lien, easement, option, right or
claim of others, or charge or encumbrance of any kind whatsoever.

"Permitted  Encumbrance"  will mean those specific Park City Group  Encumbrances
detailed in Exhibit 3.1D annexed hereto and made a part hereof,  but only to the
extent, including duration, amounts and nature specified therein.

"Exchange  Agent"  will  mean the  person or entity  responsible  following  the
Closing,  for issuing and  delivering  the shares of AmeriNet's  common stock to
Park City Group's Participants.

"Exchange  Shares"  will mean the shares of AmeriNet  voting  common stock to be
issued in exchange for the Park City Group's Securities as determined in Section
2.1B.

"Exchange Ratio" will mean the quotient obtained by dividing the Exchange Shares
by the number of shares of Park City Group's Securities tendered to AmeriNet.

"GAAP" will mean generally accepted accounting principles, consistently applied,
in conformity with the rules and regulations of the Commission.

"GAAS" will mean generally accepted auditing  standards,  in conformity with the
rules and regulations of the Commission.

"Net,  Pre-Tax  Profits" will mean earnings before taxes, but after deduction of
all other expenses, depreciation and amortization, determined in accordance with
GAAP.

"Net  Tangible  Assets"  will mean  total  assets  less  intangible  assets  and
liabilities,  as defined for purposes of Exchange Act Section  3(a)(51) and Rule
3a-51-1(g) promulgated thereunder.

"Governmental Entity" means agencies, authorities,  bodies, boards, commissions,
courts, instrumentalities, legislatures and offices of any nature whatsoever for
any government unit or political  subdivision,  whether federal,  state, county,
district, municipal, city or otherwise, and whether now or later in existence.

"Hazardous  Waste" will mean any waste,  substance or material,  in any physical
state,  designated  as hazardous by the United States  Environmental  Protection
Agency under the Resource Conservation and Recovery Act, 42 U.S.C. Sections 6901
et.  seq.,  any  regulations  promulgated  thereunder,  or  comparable  laws  or
regulations of the state,  county or local governmental unit having jurisdiction
thereof, or determined under binding judicial decisions thereunder.

"Knowledge" or any derivations or variations  thereof,  whether in the form of a
word or phrase,  when used to qualify a  representation  or warranty,  will mean
knowledge after reasonable  inquiry by a senior  executive  officer of the legal
entity on whose behalf the assertion is made and will include  information  that
such legal entity should have had in the exercise of reasonable diligence.

"Material" or any  derivations or variations  thereof,  whether in the form of a
word or phrase when used to qualify a  representation  or  warranty  will mean a
variance that could have negatively  affected a decision by a reasonably prudent
person to engage in the transactions contemplated by this Agreement, and will be
measured  both on the occasion in which such term is referenced as well as on an
aggregate basis with other similar matters.

"Substantial  Compliance" will mean compliance which the Party for whose benefit
or at whose  request  an act is  performed,  or for  whose  benefit  or at whose
request an act is refrained  from could under the  circumstances  be  reasonably
expected to accept as full compliance.

"Material  Contracts"  will mean those Contracts not made in the ordinary course
of business that will be performed after the date of this Agreement or that were
entered into not more than two years before the date of this Agreement as listed
on Exhibit 3.1.H.2 annexed hereto and made a part hereof.

"NASD"  will mean the  National  Association  of  Securities  Dealers,  Inc.,  a
Delaware  corporation  and  self  regulatory  organization  registered  with the
Commission and any of its subsidiaries.

"OTC Bulletin Board" will mean the over the counter electronic securities market
operated by the NASD.

"Park City Group's  Audited  Financial  Statements"  will mean Park City Group's
audited  financial  statements  (balance sheets,  income  statements and related
schedules and footnotes) as of and for the fiscal year ending  December 31, 2000
prepared in conformity with GAAP.

"Park  City  Group's  Declarants"  will mean  Randall K.  Fields  and  Riverview
Financial Corp.

"Park City Group's  Exhibits"  will mean the exhibits  referenced by the section
designations  of this  Agreement  as to which they  apply,  and  constituting  a
Material component of this Agreement.

"Park City Group's  Financial  Statements"  will be the collective  term for the
Park City Group Unaudited  Financial  Statements,  the Park City Group's Audited
Financial Statements and Park City Group's Unaudited Balance Sheet.

"Park City Group's  Intellectual  Property"  will mean (i) all United States and
foreign patents and patent  applications owned or controlled by Park City Group;
(ii) all federal,  state, and foreign  trademark and service mark  registrations
and  applications  with respect to the  trademarks  and service marks which Park
City Group is using,  or intends to use, and those  trademarks and service marks
owned or  controlled by Park City Group or licensed to Park City Group for which
no application for  registration is pending;  (iii) all United States  copyright
registrations  and  applications  owned  or  controlled  by Park  City  Group or
licensed to Park City Group;  and (iv) all license and other rights in any third
party  product,   intellectual   property,   proprietary  or  personal   rights,
documentation,  or tangible or intangible property, including without limitation
the types of  intellectual  property  and tangible  and  intangible  proprietary
information described in (i), (ii) or (iii) above, that are in either case owned
or held by or on behalf of Park City  Group or that are being  used in Park City
Group's business as it has been or is currently conducted.

"Park City Group's  Participants"  shall mean the  signatories to this Agreement
who own Park City Group's  Securities.  Said participants will own approximately
98% of the issued and outstanding Park City Group's Securities.

"Park City Group's Securities" shall have the meaning used by the Commission for
federal  securities  law  purposes  which  includes,   without  limitation,  all
outstanding shares of Park City Group Capital Stock together with all options or
rights to acquire Park City Group  Capital  Stock if such options or rights have
an exercise price of less than the number  obtained by  multiplying  $.25 by the
Exchange Ratio.

"Park City  Group's  Securities  Holders"  shall  mean the  holders of Park City
Group's Securities at the time immediately preceding the Closing.

"Park City Group's Unaudited  Financial  Statements" will mean Park City Group's
unaudited financial  statements  (balance sheets,  income statements and related
schedules and footnotes) as of and for the fiscal  quarters  following  December
31, 2000, prepared in conformity with GAAP.

"Park City Group's Schedules" will mean the schedules  referenced by the section
designations of this Agreement as to which they apply, annexed to this Agreement
at the direction of Park City Group's  Declarants  and  constituting  a Material
component of this Agreement.

"Performance  Shares"  will mean the  shares of  AmeriNet  voting  common  stock
reserved by AmeriNet at Closing for issuance to Park City  Group's  Participants
based on the performance of Park City Group and its  consolidated  subsidiaries,
as described in Section 2.1A2.

"Permits   and   Licenses"   will  mean  all   government   permits,   licenses,
authorizations,  certificates  of occupancy and approvals which are possessed by
Park City Group.

"Post-Closing Shares" will mean the number of shares of AmeriNet common stock at
Closing, as described in Section 2.1B.1.

"AmeriNet Stock Prior to Closing" will mean the  outstanding  shares of AmeriNet
common stock immediately prior to Closing, as described in Section 2.1B.1.

"Principal  Executive  Officers"  will mean all of Park City  Group's  executive
officers  who,  after the  Closing,  will hold 3% or more of  AmeriNet's  common
stock.

"Private  Placement"  shall  mean a private  placement  of up to  $5,100,000  in
AmeriNet  common stock in reliance on Section 4(2) of the Securities  Act, to be
commenced after execution of this Agreement,  with a net of at least  $1,000,000
to be  raised  prior  to  Closing  in cash or notes  at the  Park  City  Group's
Declarants  discretion,  with  the  remainder  of the  $5,100,000  to be  raised
subsequent  to Closing,  the net  proceeds of which will be used to provide Park
City Group with expansion and growth capital.

"Real  Property"  will  mean all real  property  rights or  ownership  interests
belonging to Park City Group.

"Leased Realty" will mean all Real Property that is leased, rather than owned in
fee simple by Park City Group.

"Reorganization"  will mean the effectuation of the acquisition of approximately
98%  of  the  outstanding   securities  of  Park  City  Group  by  AmeriNet,  as
contemplated by this Agreement.

"Tax" or  collectively  or  generically,  "Taxes," will mean any and all, state,
local or foreign income, gross receipt,  license, payroll,  employment,  excise,
severance,   stamp,  occupation,   premium,   windfall  profits,   environmental
(including  any tax under Code Section  59a.),  custom  duties,  capital  stock,
franchise,  profits,  withholding,  social security (or similar),  unemployment,
disability,   real  property,   personal   property,   sales,   use,   transfer,
registration,  value added,  alternative or add-on minimum,  estimated, or other
tax of any  kind  whatsoever,  including  any  interest,  penalty,  or  addition
thereto, whether disputed or not.

"Tax  Return"  will mean any  return,  declaration,  report,  claim for  refund,
information  return or statement  relating to Taxes,  including  any schedule or
attachment thereto, and including any amendment thereof.

State Securities Act Exemptions will mean one of the following:

Section 61-1-14(2)(n) of the Utah Uniform Securities Act;

Section 44-1844.A.1 of the Arizona Revised Statutes; or

Section 10-5-9(12) of the Official Code of Georgia Annotated.

"Yankees" will mean the Yankee Companies,  Inc., a Florida corporation which has
served as  AmeriNet's  strategic  planning  consultant  and will  remain  one of
AmeriNet's largest stockholders subsequent to Closing.

"Yankees Warrant" means the warrant dated November 23, 1999 related to an option
entitling  Yankees to purchase  12.5% of  AmeriNet's  outstanding  and  reserved
Capital Stock.

Additional defined terms are specified in certain sections and subsections below
and are characterized by the use of initial letter capitalization.

Rules of Construction:

When a reference  is made in this  Agreement  to  schedules  or  exhibits,  such
reference  will be to a schedule or exhibit to this Agreement  unless  otherwise
indicated.

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

The table of contents and headings contained in this Agreement are for reference
purposes  only and will not affect in any way the meaning or  interpretation  of
this Agreement.

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.

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.

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
Parties drafting such agreement or document.



                             PLAN OF REORGANIZATION

Reorganization

The Reorganization.

     At the Closing on this Agreement all of the Park City Group's  Participants
will exchange all of their Park City Group's Securities for the Exchange Shares.

     In addition to the  Exchange  Shares,  AmeriNet  will  reserve  Performance
Shares for potential  future  issuance to Park City Group's  Participants  in an
amount equal to 35% of the AmeriNet common stock  outstanding as of the date the
Performance Shares are earned, issuable in annual installments as follows:

     For the year ended  December 31,  2001,  an amount equal to one half of the
Performance   Shares  if  Park  City  Group   together  with  its   consolidated
subsidiaries  has earned,  on an accrual  basis in  accordance  with GAAP,  Net,
Pre-Tax Profits of not less than $3,000,000; and

     For the year ended  December 31,  2002,  an amount equal to one half of the
Performance   Shares  if  Park  City  Group   together  with  its   consolidated
subsidiaries  has earned,  on an accrual  basis in  accordance  with GAAP,  Net,
Pre-Tax Profits of not less than $4,200,000.

     In the event that the foregoing Net, Pre-Tax Profits  (determined under the
accrual  method of accounting in compliance  with GAAP) are not attained  during
the time periods set, then:

     If the Net,  Pre-Tax  Profits  (determined  under  the  accrual  method  of
     accounting  in  compliance  with  GAAP) are less  than 33% of the  required
     threshold during such subject 12 month period,  the Performance  Shares for
     such period will be forfeited;

     If the Net,  Pre-Tax  Profits  (determined  under  the  accrual  method  of
     accounting in compliance with GAAP) are between 33% and 80% of the required
     threshold during such subject 12 month period,  the Performance  Shares for
     such period and the  required  threshold  will be carried  over to the next
     year,  increasing  both the aggregate  threshold  and the aggregate  shares
     attainable for such year;

     If the Net,  Pre-Tax  Profits  (determined  under  the  accrual  method  of
     accounting  in  compliance  with  GAAP)  are  between  80% and  100% of the
     required  threshold  during such subject 12 month period,  the  Performance
     Shares for such  period  will be  prorated  and the  remaining  Performance
     Shares for such  period will be carried  over to the next year,  increasing
     the aggregate shares attainable for such year; and

     In the event of a carry  forward  into 2003,  the required  threshold  will
     equal $4,200,000. There will be no carry forwards beyond 2003.

     The Exchange Shares and the Performance  Shares will be allocated among the
Park City Group's  Participants  in  proportion  to their  holdings of Park City
Group's Securities  immediately prior to the Closing. For avoidance of doubt, in
the event  that less than all Park City  Group's  Securities  are  tendered  for
exchange at Closing,  the total  number of Exchange  Shares  issuable at Closing
shall be equal to the number  determined  in  accordance  with Section  2.1B(1),
multiplied by a fraction,  the numerator being the aggregate number of shares of
Park City Group's Securities tendered at Closing, divided by the total number of
Park City Group's  Securities as of the Closing.  The remaining  Exchange Shares
will be held in  reserve  for  future  issuance  either to (1)  those  Park City
Group's  Security  Holders  who do not  tender  their  shares  pursuant  to this
Agreement  or (2) the Park City Group's  Participants  one year from the date of
Closing.

Shares to Be Issued & Effect on Capital Stock.

Determination.

               To calculate  the number of shares  issuable to Park City Group's
               Participants, use the following formula:

                                            Z = N + X

               Z = Post-Closing  Shares. This number equals the number of shares
               of AmeriNet  common stock at Closing which is equal to the sum of
               the AmeriNet Stock Prior to Closing and the Exchange Shares.

               N = AmeriNet  Stock Prior to Closing.  This number  equals all of
               the outstanding shares of AmeriNet common stock immediately prior
               to  Closing,  after  the  conversion  of all  AmeriNet  debt into
               AmeriNet Class A Preferred  Stock, the conversion of all AmeriNet
               Class A Preferred  Stock into common  stock,  the exercise of the
               Yankees  Warrant  into common  stock,  the issuance of all shares
               sold in connection  with the Private  Placement prior to Closing,
               the  exercise  into common  stock of all other  warrants  held by
               Yankees (except for a warrant to purchase up to 800,000 shares of
               AmeriNet  common  stock at an exercise  price of $.22 per share),
               the exercise of all rights to acquire  AmeriNet  common stock for
               all such rights that have an exercise price of less than $.25 per
               share and the  deemed  exercise  of all other  rights to  acquire
               AmeriNet  common  stock.  This  number  will  exclude  a total of
               300,000 shares that may be issued to Jonathan  Eichner and Edward
               Elenson for finders fees.

               X = Exchange  Shares.  This number equals 78% of the Post-Closing
               Shares.  This  percentage will be reduced by 4% (up to a total of
               16%) for every $1  million  of  unrestricted  cash that  AmeriNet
               holds at Closing (up to a total of $4 million)  that  exceeds the
               first   $1   million   (net)   in   Private    Placement   funds.
               Notwithstanding  the foregoing,  the Park City Group's Declarants
               may reject any  Private  Placement  subscription  offers in their
               discretion.

Adjustments to Exchange Ratio.

               The Exchange  Ratio will be adjusted to reflect  fully the effect
               of any stock split,  reverse split, stock dividend (including any
               dividend or distribution of securities  convertible into AmeriNet
               common stock or Park City Group's common stock), recapitalization
               or other like change with respect to  AmeriNet's  common stock or
               Park City Group's  common stock  occurring  after the date hereof
               and prior to the Closing.

Fractional Shares.

               No fraction of a share of AmeriNet's common stock will be issued,
               but in lieu  thereof  each holder of shares of Park City  Group's
               Securities  who will  otherwise  be  entitled  to a fraction of a
               share  of  AmeriNet's   common  stock  (after   aggregating   all
               fractional  shares of  AmeriNet's  common stock to be received by
               such  holder)  will be  entitled  to  receive  a whole  share  of
               AmeriNet's common stock.

Exchange of Certificates.

Exchange Agent.

               Unless modified by written  agreement of the Parties prior to the
               Closing Date,  Liberty  Transfer Co.,  Inc., of  Huntington,  New
               York,  AmeriNet's  current transfer agent, will serve as exchange
               agent (the "Exchange Agent") in the Reorganization.

AmeriNet to Provide Common Stock.

               In the event that Liberty Transfer Co., Inc., of Huntington,  New
               York, is not the Exchange Agent,  then promptly after the Closing
               AmeriNet will make  available to the Exchange  Agent for exchange
               in accordance  with the  provisions of this Article II the shares
               of AmeriNet's common stock issuable pursuant to Section 2.1A.

Exchange Procedures.

     All  certificates  for shares of Park City Group's  Securities owned by the
Park City Group's Participants will be tendered to AmeriNet at the Closing, with
medallion  signature  guarantees  or  otherwise  in  proper  form for  immediate
transfer to the order of AmeriNet, whereupon AmeriNet will issue instructions to
the Exchange Agent to issue shares of AmeriNet's common stock, in the quantities
and names set forth in Exhibit 2.1C.

     The  AmeriNet  Shares will be issued to the order of the Park City  Group's
Participants,  subject to  verification  of directions  and  authorizations,  as
follows:

     At the Closing,  AmeriNet will deliver to the Park City Group's  Declarants
an original directive  comprised of a cover letter to AmeriNet's  transfer agent
directing it to issue the Exchange  Shares at  AmeriNet's  expense,  a corporate
resolution  authorizing and directing the issuance of the Exchange Shares and an
opinion  of  counsel  to  AmeriNet,   directed  to  AmeriNet's  transfer  agent,
authorizing  the  issuance  of the  Exchange  Shares,  which  Park City  Group's
Declarants will cause to be delivered to AmeriNet's transfer agent.

     Within ten days after delivery of the AmeriNet audit on which the number of
the  Performance  Shares will be based,  by  AmeriNet's  auditors  to  AmeriNet,
AmeriNet  will deliver to Park City  Group's  Declarants  an original  directive
comprised of a cover letter to AmeriNet's  transfer agent  directing it to issue
the Performance Shares called for at AmeriNet's expense, a corporate  resolution
authorizing and directing the issuance of the Performance  Shares and an opinion
of counsel to AmeriNet,  directed to AmeriNet's transfer agent,  authorizing the
issuance of the Performance Shares which Park City Group's Declarants will cause
to be delivered to AmeriNet's transfer agent.

Transfers of Ownership.

               If any certificate for shares of AmeriNet's common stock is to be
               issued  in a name  other  than  that  in  which  the  certificate
               surrendered  in  exchange  therefor is  registered,  it will be a
               condition  of  the  issuance  thereof  that  the  certificate  so
               surrendered  will be properly  endorsed  and  otherwise in proper
               form for transfer and that the person  requesting  such  exchange
               will have paid to  AmeriNet  or any  agent  designated  by it any
               transfer or other Taxes  required by reason of the  issuance of a
               certificate  for shares of  AmeriNet's  common  stock in any name
               other  than  that of the  registered  holder  of the  certificate
               surrendered,  or established to the  satisfaction  of AmeriNet or
               any agent  designated by it that such Tax has been paid or is not
               payable.

No Liability.

               Notwithstanding  anything to the contrary in this  Section  2.1C,
               neither the  Exchange  Agent,  AmeriNet,  Park City Group nor any
               other  Party  will be liable to a holder of shares of  AmeriNet's
               common  stock or Park  City  Group's  Securities  for any  amount
               properly  paid to a public  official  pursuant to any  applicable
               abandoned property, escheat or similar law.

Lost, Stolen or Destroyed Certificates.

               In the  event  any  certificates  evidencing  shares of Park City
               Group's Securities have been lost, stolen or destroyed,  the Park
               City  Group's  Participants  will work  with  Park  City  Group's
               transfer agent or share registrar,  prior to the Closing, to have
               issued  in   exchange   for  such  lost,   stolen  or   destroyed
               certificates, upon the making of an affidavit of that fact by the
               holder  thereof,  such shares of Park City Group's  Securities as
               may  have  been  required  pursuant  to  Section  2.1;  provided,
               however,  that AmeriNet may, in its discretion and as a condition
               precedent to the issuance of the shares of its common stock to be
               exchanged  therefor,  require  the owner of such lost,  stolen or
               destroyed  certificates  to  deliver a bond in such sum as it may
               reasonably direct as indemnity against any claim that may be made
               against  AmeriNet  or the  Exchange  Agent  with  respect  to the
               certificates alleged to have been lost, stolen or destroyed.

Tax Consequences and Accounting Treatment.

     It is intended by the Parties  that the  Reorganization  will  constitute a
reorganization  within  the  meaning  of Section  368(a)(1)(B)  of the  Internal
Revenue Code of 1986, as amended,  and the Parties agree that if modification of
the  terms  of  this  Agreement  in  a   non-material   manner  to  attain  such
qualification  is  necessary,  they will  negotiate  in good  faith to make such
required modifications.

     The Parties intend for this transaction to qualify for accounting treatment
as a reverse  acquisition  and  agree to take all  reasonable  steps  necessary,
including agreeing to reasonable,  non Material  modifications of the provisions
of this Agreement in order to attain such treatment.

Taking of Necessary Action & Further Action.

     As  promptly  as  practicable  after  the  satisfaction  or  waiver  of the
conditions set forth in Article VI, the Parties will cause the Reorganization to
be  consummated  by effecting  the  exchange of the  tendered  Park City Group's
Securities for the Exchange Shares.

     At the  Closing,  the effect of the  Reorganization  will be that Park City
Group will have become a  consolidated  subsidiary of AmeriNet and that the Park
City Group's  Participants  will have become  stockholders of AmeriNet,  with no
further rights,  title or interest in Park City Group,  other than indirectly as
stockholders of AmeriNet.

     If, at any time after the  Closing,  any  further  action is  necessary  or
desirable  to carry out the  purposes of this  Agreement,  the Park City Group's
Participants  and the officers and directors of AmeriNet are fully authorized in
the name of their  corporation  or  otherwise to take,  and will take,  all such
lawful and necessary action.

Unregistered Status of AmeriNet Stock to Be Issued:

     The Exchange Shares and the Performance  Shares  (collectively  hereinafter
referred to as the  "AmeriNet  Shares")  will be issued to the Park City Group's
Participants  without  registration  under the Securities Act in reliance on the
exemptive  provisions of Section 4(2) thereof pertaining to non-public offerings
limited  solely  to  Accredited  Investors,  and in  compliance  with the  State
Securities Act Exemptions,  compliance with which is predicated on the following
representations and warranties by the Park City Group's Participants:

     Each  of  Park  City  Group's  Participants  has  had  access  through  the
Commission's  Internet web site at www.sec.gov,  in the EDGAR Archives sub-cite,
to all of  AmeriNet's  reports  filed  with the  Commission  during the past two
fiscal years,  has reviewed all such reports and has, either directly or through
a  representative,  been  granted  access  to all  of  AmeriNet's  officers  and
directors,   and  to  all  officers  and  directors  of   AmeriNet's   operating
subsidiaries, for purposes of providing all disclosure required under applicable
federal and state securities laws in conjunction with the exchange  contemplated
by this Agreement.

Each of Park City Group's Participants has been advised that:

     The  securities  to be issued by AmeriNet in exchange for Park City Group's
Securities have not been  registered  under the Securities Act, the Exchange Act
or any  comparable  state  securities  laws,  but  rather,  are being  issued in
reliance on the exemption from registration under the Securities Act provided by
Section 4(2) thereof;

     All  certificates  for the  shares of  AmeriNet's  common  stock  will bear
legends  restricting any transactions  therein,  directly or indirectly,  unless
they are first registered under applicable  federal and state securities laws or
the proposed transaction is exempt from such registration requirements, and such
facts are  demonstrated  to the  satisfaction of AmeriNet and its legal counsel,
based on such  third  party  legal  opinions,  affidavits  and  transfer  agency
procedures as AmeriNet will reasonably require or have in place generally;

     AmeriNet's  transfer  agent has been  instructed  to decline  transfers  of
certificates for the shares of AmeriNet's  common stock to be issued pursuant to
this  Agreement  unless the foregoing  requirements  have been met and have been
confirmed as having been met by a duly authorized officer of AmeriNet.

     Each of Park City Group's Participants has independently determined through
his, her or its own legal counsel,  that all  requirements  of Park City Group's
state of domicile  for the  issuance of the shares of  AmeriNet's  common  stock
called  for by this  Agreement  have been met,  or will have been met,  prior to
Closing,  by  such  legal  counsel  acting  on  behalf  of the  Parties  to this
Agreement,  other than in conjunction with the post-Closing  filing requirements
with the Commission and any state securities divisions,  as specified in Section
4.1B.


                          REPRESENTATIONS & WARRANTIES

Park City Group

     As a  Material  inducement  to  AmeriNet's  entry into this  Agreement  and
exchange of AmeriNet common stock for the Park City Group's Securities, the Park
City Group's Declarants hereby  acknowledge,  represent and warrant that, to the
best of their Knowledge, except as specifically disclosed in individual exhibits
relating to this  Section  3.1 annexed  hereto and made a part hereof (the "Park
City  Group's  Warranty  Exceptions")  or pursuant to  subsequent  notice  given
pursuant to Section 4.1C:

Other Agreements

     Other than customer  agreements  and contracts that are entered into in the
     normal course of business or otherwise  disclosed in Exhibit 3.1.H.2,  Park
     City  Group  is  not  a  party  to  any   Material   contract,   agreement,
     understanding or instrument nor are any of its assets or operations subject
     to any Material contract, agreement, understanding or instrument.

Park City Group's Capital Structure.

     The  authorized  Capital  Stock of Park City Group  consists of  40,000,000
shares of common stock,  $.00002 per share par value,  and 10,000,000  shares of
"blank check" preferred stock, $0.01 par value per share.

     There are 25,880,136  shares of Park City Group's common stock issued,  all
of which are outstanding,  held by the persons, and in the amounts, set forth on
Exhibit 3.1.B.2.  As of May 23, 2001, none of Park City Group's  preferred stock
is issued and  outstanding,  however,  certain Park City Group debt holders have
rights to convert their debt into shares of preferred stock at any time.

     All  outstanding   shares  of  Park  City  Group  Capital  Stock  are  duly
authorized,  validly  issued,  fully paid and  nonassessable  and not subject to
preemptive rights created by statute, the articles of incorporation or bylaws of
Park City  Group or any  agreement  to which  Park  City  Group is a party or is
bound.

     Except as set forth on Exhibit  3.1.B.4,  Park City Group has no securities
reserved for issuance for any purpose, there being no other obligations directly
or indirectly  obligating  Park City Group to issue any of its securities to any
person for any purpose.  There are no other options,  warrants,  calls,  rights,
commitments  or  agreements of any character to which Park City Group is a party
or by which it is bound  obligating  Park City  Group to issue,  deliver,  sell,
repurchase or redeem,  or cause to be issued,  delivered,  sold,  repurchased or
redeemed,  any shares of the Park City Group Capital  Stock or  obligating  Park
City Group to grant, extend or enter into any such option, warrant, call, right,
commitment  or  agreement.  There is no present  intention  to issue  additional
shares of Park City Group so as to cause AmeriNet to lose "control" of Park City
Group within the meaning of Section 368(c) of the Code.

Real Property

Park  City  Group  does  not  currently  own,  have  right  or title to any Real
Property;

     All Leased Realty is currently  held by Park City Group pursuant to a valid
and binding  lease.  The subject lease is currently in good standing and without
defaults,  subject to no Material zoning  restrictions,  liens or  encumbrances,
except for the Acceptable  Liabilities and Permitted  Encumbrances  set forth on
Exhibit 3.1.D.

Title to Assets

     Park City Group has good,  valid and marketable  title to all of its assets
or  operations,  subject to no mortgage,  pledge,  lien,  encumbrance,  security
interest  or  charge,  except  for the  Permitted  Encumbrances  and  Acceptable
Liabilities listed in Exhibit 3.1.D.

Taxes & Other Returns and Reports

Tax Returns and Audits.

     Park City Group has  accurately  prepared and filed all  required  federal,
state, local and foreign Tax Returns,  relating to any and all Taxes relating or
attributable to Park City Group or its operations.

     The Tax Returns are true and correct in all Material respects and have been
completed in accordance with applicable law in all Material respects.

     Park City Group has paid all Taxes required to be paid with respect to such
Returns and has  withheld  with respect to its  employees  all federal and state
income Taxes, FICA, FUTA and other Taxes it is required to withhold.

     The  accruals  for Taxes on the books and  records  of Park City  Group are
sufficient to discharge the Taxes for all periods (or the portion of any period)
ending on or prior to the Closing Date.

     Except as set forth in  Exhibit  3.1.E,  Park City  Group is not  currently
delinquent  in the  payment  of  any  Tax,  nor  is  there  any  Tax  deficiency
outstanding,  proposed or assessed  against  Park City Group,  nor has Park City
Group  executed any waiver of any statute of  limitations  on or  extending  the
period for the assessment or collection of any Tax.

     (1) No audit or other  examination  of any Tax Return of Park City Group is
     presently in progress.

     Except as set forth in  Exhibit  3.1.E,  Park City  Group does not have any
liabilities for unpaid federal, state, local and foreign Taxes, whether asserted
or unasserted,  known or unknown,  contingent or otherwise and Park City Group's
Participants  have no  Knowledge  of any  basis  for the  assertion  of any such
liability  attributable  to  Park  City  Group,  or  its  respective  assets  or
operations.

     Except as set  forth in  Exhibit  3.1.E,  Park  City  Group has never  been
required  to join with any  other  entity in the  filing of a  consolidated  Tax
Return for federal Tax purposes or a consolidated  or combined  return or report
for state Tax purposes.

     Except as set forth in Exhibit 3.1.E,  Park City Group is not a party to or
bound by any Tax indemnity, Tax sharing or Tax allocation agreement.

     There are (and as of immediately  following the Closing Date there will be)
no liens on the assets of Park City Group relating to or attributable to Taxes.

     The Park City  Group's  Declarants  have no  Knowledge of any basis for the
assertion of any Tax claim which, if adversely determined, would result in liens
on the assets of Park City Group.

     None of the  assets  of Park  City  Group is  treated  as  "Tax-exempt  use
property" within the meaning of Section 168(h) of the Code.

     There is no contract,  agreement,  plan or  arrangement,  including but not
limited to the  provisions  of this  Agreement,  covering any employee or former
employee of Park City Group that, individually or collectively,  could give rise
to the payment of any amount that would not be  deductible  pursuant to Sections
280G, 162 or 404 of the Code.

     Park  City  Group  is  not a  party  to any  action  or  proceeding  by any
governmental  authority for assessment or collection of taxes, or for failure to
file other governmentally required reports.

     No  claim  for  assessments  has  been  asserted   against  its  assets  or
operations, nor, to the best of the Park City Group's Declarants' Knowledge, are
any assessments affecting its assets or operations currently contemplated.

     Except as set forth on  Exhibit  3.1.E,  there  are no  security  interests
affecting Park City Group's  assets or operations or any component  thereof that
arose in  connection  with any failure (or alleged  failure) to pay any Tax, and
Park City Group has withheld and paid all Taxes  required to have been  withheld
and paid in  connection  with amounts paid or owing to any employee  employed by
Park City Group,  independent  contractor,  creditor,  or other third party with
respect to Park City Group.

Corporate Matters

     Park City Group is, as of the date of this  Agreement,  a validly  existing
corporation  organized  pursuant to the laws of the State of Delaware,  with all
legal  and  corporate  authority  and  power to  conduct  its  business  (as now
conducted  and as  proposed  to be  conducted)  and to own its  properties,  and
possesses all  necessary  permits and licenses  required in connection  with the
conduct of its business.

     The conduct of Park City Group's  business is in Material  compliance  with
all  applicable  federal,   state  and  local  governmental   statutes,   rules,
regulations, ordinances and decrees currently in force and known.

     The  consummation of the  transactions  herein  contemplated and compliance
with the terms of this  Agreement will not conflict with or result in a Material
breach in any of the terms or provisions  of, or  constitute a Material  default
under,  Park  City  Group's   governing   instruments   (e.g.,   certificate  of
incorporation  or  bylaws,  as  amended);  any  indenture,  other  agreement  or
instrument  to which Park City Group or the Park City Group's  Declarants  are a
party or by which Park City Group or its  assets are bound;  or, any  applicable
law, regulation,  judgment, order or decree of any governmental  instrumentality
or court,  domestic or foreign,  having  jurisdiction  over Park City Group, its
securities or its properties.

     Except as set forth in Exhibit 3.1.F,  Park City Group has no  subsidiaries
or  affiliated  companies  nor does it otherwise  own any shares of stock or any
interest in, or control,  directly or  indirectly,  any other limited  liability
company,  company,  corporation,  partnership,  association,  joint  venture  or
business entity.

     To the Park City Group's  Declarant's  knowledge,  the minute books of Park
City Group  made  available  to  counsel  for  AmeriNet  contain a complete  and
accurate summary of all meetings of directors and stockholders since the time of
organization and reflect all transactions referred to in such minutes accurately
in all Material respects.

Employees

     Park City Group has not experienced any significant  difficulties  with the
recruitment of employees or with the  management of any of its employees  beyond
that which similarly situated  companies in its market have experienced,  nor do
the Park City Group's  Declarants have any Knowledge that any such  difficulties
are likely to arise in the future;

         (i)    None of Park City Group's employees is subject to any collective
                bargaining or union agreement.

     There are no existing representation  questions pertaining to any employees
of Park City Group nor to the Park City Group's Declarants'  Knowledge are there
any organizational efforts with respect to any employees of Park City Group.

     Park  City  Group's  Declarants  have no  Knowledge  that any of Park  City
Group's  employees  will not agree to continue their  employment  with Park City
Group after Closing.

     Except  as set  forth  on  Exhibit  3.1.B.4  (3),  the  Park  City  Group's
Declarants  have no Knowledge  that any of Park City Group's  employees have any
potential  claims against Park City Group or its  predecessors  or successors in
interest  based  on  any  matters  whatsoever,  including,  without  limitation,
violations of equal employment laws,  occupational  health and safety standards,
pension or benefit protection laws or any other legally protected rights.

Employee Benefits.

     Exhibit 3.1.G.5  attached hereto lists each Employee Benefit Plan that Park
City  Group  maintains  or to which  Park City  Group  contributes  for  persons
employed by Park City Group.

     (a) To the  best  of the  Park  City  Group's  Declarants'  Knowledge:  all
     Employee  Plans  are  in  compliance  in all  material  respects  with  the
     requirements prescribed by any and all applicable statutes (including ERISA
     and the Code),  orders, or governmental rules and regulations  currently in
     effect with respect  thereto  (including  all applicable  requirements  for
     notification to participants or  beneficiaries  or the Department of Labor,
     the  IRS or the  Secretary  of the  Treasury),  and  Park  City  Group  has
     performed in all material respects all obligations required to be performed
     by it under,  is not in default under or violation of, and has no knowledge
     of any  default or  violation  by any other  party to, any of the  Employee
     Plans;

     Each Employee Plan intended to qualify under Section 401(a) of the Code and
each trust  intended  to qualify  under  Section  501(a) of the Code  either has
received a favorable  determination  letter with  respect to each such  Employee
Plan  from the IRS or still has a  remaining  period  of time  under  applicable
Treasury  Regulations  or IRS  pronouncements  in  which  to  apply  for  such a
determination  letter and to make any amendments necessary to obtain a favorable
determination;

     No Employee  Plan is or within the prior six years has been subject to, and
Park City  Group has not  incurred  and does not  expect to incur any  liability
under, Title IV of ERISA or Section 412 of the Code; and

     (a) Each Employee Plan has been  maintained in substantial  compliance with
     its terms, and all contributions,  premiums or other payments due from Park
     City Group or any of its  subsidiaries to (or under) any such Employee Plan
     have been fully paid or  adequately  provided  for on the audited Park City
     Group's Financial Statements for the most recently ended fiscal year.

     To the best of the Park City Group's  Declarants'  Knowledge,  all accruals
thereon (including, where appropriate proportional accruals for partial periods)
have been made in  accordance  with  generally  accepted  accounting  principles
consistently applied on a reasonable basis.

     There  has  been  no  amendment,  written  interpretation  or  announcement
(whether  or not  written)  by Park City  Group  with  respect  to, or change in
employee  participation or coverage under, any Employee Plan that would increase
materially the expense of maintaining such plans or  arrangements,  individually
or in the aggregate,  above the level of expense  incurred with respect  thereto
for the most recently-ended fiscal year.

Material Contracts and Other Commitments

     To the best of Park City  Group's  Declarants'  Knowledge,  Park City Group
does not  currently  have any  outstanding  work  orders  or  Dependent  Service
Agreements.

     Exhibit  3.1.H.2  sets  forth a  complete  and  correct  list of all of the
Material Contracts not included elsewhere in exhibits to this Section 3.1.

     Except as set forth in Exhibit  3.1.H.2,  Park City Group has not  received
notice  from any person who is a party to any  Material  Contract,  and the Park
City Group's  Declarants  have no reason to believe,  that Park City Group is in
default of any of the terms, conditions or provisions of any Material Contract.

     Each Material Contract is valid, binding and enforceable in accordance with
its terms,  and no condition  exists that (with the passage of time,  the giving
notice,  or both) would lead to a default  with  respect to, or permit any party
thereto to  terminate,  accelerate  or amend any such  agreement,  and Park City
Group has performed in all Material  respects all of its obligations  under each
Material Contract in accordance with its terms.

     Except as specifically  disclosed in Exhibit 3.1.H.2,  Park City Group does
not have, is not a party to nor is it bound by:

Any collective bargaining agreements;

Any agreements that contain any unpaid severance liabilities or obligations;

Any   bonus,   deferred   compensation,    incentive   compensation,    pension,
profit-sharing  or  retirement  plans,  or any other  employee  benefit plans or
arrangements;

Any employment or consulting agreement,  contract or commitment with an employee
or individual  consultant  or  salesperson  or  consulting  or sales  agreement,
contract or commitment with a firm or other organization, not terminable by Park
City Group on thirty days notice without liability, except to the extent general
principles of wrongful  termination  law may limit Park City Group's  ability to
terminate employees at will;

Any agreement or plan,  including,  without  limitation,  any stock option plan,
stock  appreciation  right plan or stock  purchase  plan, any of the benefits of
which  will  be  increased,  or  the  vesting  of  benefits  of  which  will  be
accelerated,  by the occurrence of any of the transactions  contemplated by this
Agreement or the value of any of the benefits of which will be calculated on the
basis of any of the transactions contemplated by this Agreement;

Any fidelity or surety bond or completion bond;

Any lease of personal property having a value individually in excess of $10,000;

Any  agreement of  indemnification  or guaranty not entered into in the ordinary
course of business;

Any  agreement,  contract or  commitment  containing  any covenant  limiting the
freedom of Park City Group to engage in any line of business or compete with any
person;

Any  agreement,  contract or  commitment  relating to capital  expenditures  and
involving  future  obligations  in excess of $10,000 in any single  instance  or
$50,000 in the aggregate;

Any agreement, contract or commitment relating to the disposition or acquisition
of assets not in the ordinary  course of business or any  ownership  interest in
any corporation, partnership, joint venture or other business enterprise;

Any mortgages,  indentures,  loans or credit agreements,  security agreements or
other agreements or instruments  relating to the borrowing of money or extension
of credit;

Any purchase  order or contract for the purchase of raw materials or acquisition
of assets involving $10,000 or more in any single instance or $50,000 or more in
the aggregate;

Any construction contracts;

Any distribution, joint marketing or development agreement;

Any other  agreement,  contract or commitment  which involves $10,000 or more in
any single  instance or more than $50,000 in the aggregate and is not cancelable
without penalty within thirty (30) days other than standard end-user licenses of
Park City  Group's  products  and  services in the  ordinary  course of business
consistent with past practice, or

Any agreement which is otherwise material to Park City Group's business.

Assignability of Material Contracts

     Except as disclosed on Exhibit 4.3.C,  and except where failure to obtain a
     consent would not have a material  adverse  effect on the Park City Group's
     business, Park City Group has all of the consents or approvals of the other
     contracting  party to any  Material  Contract  that are  necessary  for the
     consummation of the transactions contemplated herein.

Product Warranties

     No event is known to have  occurred  that may give rise to liability on the
part of Park  City  Group in  respect  of any  claim  that  any of the  products
produced  or sold or  services  provided by or on the part of Park City Group is
not or was not at the time of such occurrence:

     In compliance in all Material respects with all applicable federal,  state,
local and foreign laws and regulations; or

     Is not or was not at the time of such  occurrence fit for use, and does not
or did not conform in all Material  respects to any promises or  affirmations of
fact made on the container or labels for such product or in connection  with its
sale.

     No event is known to have  occurred  that may give rise to liability on the
part of  AmeriNet  based on any claim  that  there is or was at the time of such
occurrence any design defect with respect to any of such products or that any of
such  products  fails or failed to  contain  adequate  warning,  presented  in a
reasonably  prominent  manner,  in accordance  with  applicable laws and current
industry practice with respect to its contents and use, or that any such product
fails to meet contract specifications.

Advertising

     To the best of the Park City  Group's  Declarants'  Knowledge,  neither any
     advertising  by Park City Group nor any  promotional  material used by Park
     City Group at any time has  contained  any  Material  untrue or  misleading
     statements  or claims with respect to the products or services of Park City
     Group.

Binding Agreements & No Default

     Each of the  contracts,  agreements  and  other  instruments  shown  on the
     Exhibits  and  Schedules  referred to in this  Agreement to which Park City
     Group is a party is a legal, binding and enforceable obligation in favor of
     or against Park City Group  (assuming that such  contracts,  agreements and
     instruments  are  binding  on all other  parties  thereto,  Park City Group
     having no reason to  believe  that they are not),  in  accordance  with its
     terms,  and no party with whom Park City Group has an agreement or contract
     is, to the Park City Group's Declarants'  Knowledge,  in default thereunder
     or has breached any Material  terms or provisions  thereof  (subject to all
     applicable bankruptcy, insolvency, reorganization and other laws applicable
     to  creditors'  rights  and  remedies  and  to  the  exercise  of  judicial
     discretion in accordance with general principles of equity).

Distribution Agreements

     No third party or parties  have the right to  distribute  Park City Group's
     products or to market its services.

Insurability

     Park City Group knows of no impediments  to obtaining  hazard and liability
insurance  covering  its  assets  or  operations,   at  commercially  reasonable
insurance rates, nor do the Park City Group's Declarants have any Knowledge that
such insurance, at such rates, will not be obtainable by AmeriNet in the future.

     Exhibit  3.1.I.2 lists all insurance  policies and fidelity  bonds covering
the assets, business,  equipment,  properties,  operations,  software errors and
omissions,  employees,  officers and directors of Park City Group as well as all
claims  made  under any  insurance  policy by Park City  Group in the past three
years.

     There is no claim by Park City Group  pending under any of such policies or
bonds as to which  coverage  has been  questioned,  denied  or  disputed  by the
underwriters of such policies or bonds.

     All premiums  payable  under all such policies and bonds have been paid and
Park City Group is otherwise in  compliance  in all material  respects  with the
terms of such  policies  and  bonds  (or  other  policies  and  bonds  providing
substantially similar insurance coverage).

     Such  policies  of  insurance  and  bonds  are of the type  and in  amounts
customarily  carried by persons  conducting  businesses similar to those of Park
City Group.

     Park City Group does not know of any threatened  termination of or material
premium increase with respect to any of such policies.

     To the best of the Park City Group's Declarants' Knowledge, Park City Group
has never been denied  insurance  coverage nor has any insurance  policy of Park
City Group ever been canceled for any reason.

Intellectual Property Rights

     All Park City Group Intellectual  Property  (excluding  Commercial Software
Rights) is identified on Exhibit 3.1.J.

     Except  as set forth on  Exhibit  3.1.J,  Park  City  Group is the sole and
exclusive owner of the entire and unencumbered right, title, and interest in and
to each of the patents,  registered  service marks,  trademarks,  and copyrights
listed on the attached Exhibit 3.1.J,  free and clear of any liens,  charges and
encumbrances,   including  pledges,  assignments,   licenses,  shop  rights  and
covenants by debtor not to sue third persons.

     To the Park City  Group's  Declarants'  Knowledge,  each of the patents and
registered  service  marks,  trademarks  and  copyrights  listed on the attached
Exhibit 3.1.J is valid and enforceable, and the Park City Group's Declarants are
not aware of any  present  claim by any third  party  that any of such  patents,
service marks,  trademarks or copyrights are invalid or  unenforceable,  or that
the use of any such patents,  service marks,  trademarks or copyrights  violates
the rights of any third person, or of any basis for any such claims.

     Park City Group has all rights in the Park City Group Intellectual Property
reasonably  necessary to carry out Park City Group's current business activities
and  has or has  had  all  rights  in  Park  City  Group  Intellectual  Property
reasonably necessary to carry out Park City Group's former business activities.

     To the best  Knowledge  of the Park City Group's  Declarants,  there are no
claims by any person  against Park City Group,  nor to the knowledge of the Park
City Group's Declarants are there any valid grounds for any bona fide claims, to
the effect that the  manufacture,  sale,  licensing or use of any product as now
used,  sold or  licensed  by Park  City  Group  infringes  on any US  registered
copyright,   US  patent,   US   registered   trade  mark  or  service   mark  or
misappropriates a third party trade secret.

     Park City Group has not entered into any  agreement to indemnify  any other
person against any charge of infringement of any Park City Group's  Intellectual
Property Right.

     Each  current  and former  employee  of and  consultant  to Park City Group
having access to confidential information has signed a form of the agreement set
forth on Exhibit  3.1.J.7  pursuant to which such employees and  consultants are
required to keep such information in confidence.

Legal & Regulatory Matters

     To the best Knowledge of the Park City Group's Declarants,  Park City Group
holds,  and is in  compliance  in all  Material  respects  with,  all  licenses,
permits,  and  authorizations  necessary  for the  conduct of Park City  Group's
business pursuant to applicable statutes, laws, ordinances,  rules, regulations,
codes, or any law of any governmental body, agency, commission, or unit to which
Park City Group may be subject,  including  compliance  with waste and hazardous
waste  disposal,  the failure of which would have a Material  adverse  effect on
Park City Group.

Park City Group has not received any notices:

     From any city,  village or other  governmental  authority  of, and the Park
City Group's Declarants have no Knowledge of the basis of, any zoning, building,
fire or health code  violations  in respect to the Real  Property  that have not
been heretofore corrected.

     Of any  alleged  violation  of any  statute,  order,  rule,  regulation  or
requirement in connection with the operation of Park City Group.

Except as set forth on Exhibit 3.1.K:

     There are no actions,  suits or proceedings  pending,  or, to the Park City
Group's  Declarants'  Knowledge,  threatened or anticipated  before any court or
governmental or administrative body or agency affecting Park City Group; and

     Park City Group is not presently subject to any injunction,  order or other
decree of any court of competent jurisdiction.

Books, Records & Results

     To the best of the Park  City  Group's  Declarants'  Knowledge,  Park  City
Group's  Books and  Records  (including  customer  order  files  and  employment
records) are complete, true and correct in all Material respects.

     Park City Group has  consolidated  all  operations  of its  affiliates  and
related  business  enterprises  permitting   consolidation  of  their  financial
statements pursuant to GAAP.

Park City Group's Financial Statements

     Exhibit 3.1.M includes Park City Group's Audited Financial Statements as of
and for the years ending December 31, 1999 and 2000.

     Park City  Group's  Financial  Statements  are  complete and correct in all
Material  respects and have been prepared in accordance with GAAP throughout the
periods indicated.

     Park  City  Group's  Financial  Statements  present  fairly  the  financial
condition  and  operating  results of Park City Group as of the dates and during
the periods indicated therein, subject to normal year-end audit adjustments.

     Park City Group's  Financial  Statements  have been audited by  independent
public accountants who are members in good standing of the American Institute of
Certified Public Accountants'  Securities Practice Section,  and comply with the
requirements  for material  acquisitions  under  Commission  Regulation  SB in a
manner  permitting  AmeriNet to comply with its obligation  under the Securities
Act and the Exchange Act in conjunction therewith.

     Since the date of Park City Group's  Financial  Statements  and through the
date of  this  Agreement,  with  the  exception  of the (1)  Cooper  Fields  LLC
transaction  described on Exhibit 3.1.F or (2) transactions  described elsewhere
in the Exhibits to Section 3.1, there has not been, occurred or arisen any:

     Transaction by Park City Group except in the ordinary course of business as
conducted on that date;

     Capital  expenditure  by Park City  Group,  either  individually  or in the
aggregate, exceeding $250,000;

     Destruction, damage to, or loss of any assets (including without limitation
intangible  assets) of Park City Group  (whether or not  covered by  insurance),
either individually or in the aggregate, exceeding $250,000;

     Labor trouble or claim of wrongful  discharge,  sexual  harassment or other
unlawful labor practice or action;

     Change  in  accounting  methods  or  practices  (including  any  change  in
depreciation or amortization policies or rates, any change in policies in making
or reversing accruals,  or any change in capitalization of software  development
costs) by Park City Group;

     Declaration,  setting aside, or payment of a dividend or other distribution
in  respect  to the  shares  of Park  City  Group,  or any  direct  or  indirect
redemption,  purchase  or other  acquisition  by Park  City  Group of any of its
shares;

     Increase in the salary or other  compensation  payable or to become payable
by Park  City  Group to any of its  officers,  directors  or  employees,  or the
declaration,  payment,  or commitment or obligation of any kind for the payment,
by Park City Group, of a bonus or other additional salary or compensation to any
such person;

     Acquisition, sale or transfer of any asset of Park City Group except in the
ordinary course of business;

     Formation,  amendment or termination of any Material contract or license to
which Park City  Group is a party,  other  than  termination  by Park City Group
pursuant to the terms thereof;

     Loan by Park City Group to any person or entity,  or  guaranty by Park City
Group of any loan except for expense advances in the ordinary course of business
consistent with past practice;

     Waiver  or  release  of any  Material  right or claim of Park  City  Group,
including any write-off or other compromise of any Material  account  receivable
of Park City Group;

     The notice or, to the Park City Group's Declarants' Knowledge, commencement
or  threat  of  commencement   of  any   governmental   proceeding   against  or
investigation of Park City Group or its affairs;

     Other event or condition of any character  that has or would,  in Park City
Group's  reasonable  judgment,  be expected to have a Material adverse effect on
Park City Group;

     Issuance,  sale or redemption by Park City Group of any of its shares or of
any other of its  securities  other  than  issuances  of shares of common  stock
pursuant to outstanding options and warrants; or

     Change in pricing or royalties set or charged by Park City Group except for
discounts  extended  in the  ordinary  course of business  consistent  with past
practice.

Restrictions on Business Activities

     There is no agreement  (assuming  the parties  thereto other than Park City
     Group  performed  their  respective  obligations  thereunder  as required),
     judgment,  injunction,  order or decree  binding upon Park City Group which
     has or could  reasonably  be  expected  to have the  effect  of  materially
     prohibiting  or  materially  impairing  any business  practice of Park City
     Group,  any  acquisition  of  property by Park City Group or the conduct of
     business by Park City Group as currently conducted or as currently proposed
     to be conducted.

Interested Party Transactions

     Except as disclosed  on Exhibit  3.1.O,  to the best  Knowledge of the Park
     City Group's Declarants,  no officer,  director or stockholder of Park City
     Group  (nor  any  parent,  sibling,  descendant  or  spouse  of any of such
     persons, or any trust, partnership,  corporation or other entity (provided,
     that ownership of no more than one percent of the outstanding  voting stock
     of a publicly  traded  corporation  will not be deemed an  "interest in any
     entity" for  purposes of this  Section  3.1.O) in which any of such persons
     has or has had an interest), has or has had, directly or indirectly:

     An interest in any entity which  furnished or sold,  or furnishes or sells,
services or products  which Park City Group  furnishes or sells,  or proposes to
furnish or sell;

     Any interest in any entity which  purchases  from or sells or furnishes to,
Park City Group, any goods or services.

Liabilities

     Except for the  Acceptable  Liabilities,  Park City Group does not have any
     Material  liabilities  or  obligations  of  any  nature,  whether  accrued,
     absolute, contingent, inchoate or otherwise.

Accuracy of Representations and Warranties

     No  representation,  warranty,  or  statement  of  the  Park  City  Group's
Declarants  omits or will omit to state any Material fact necessary to make such
representation,  warranty,  or  statement  in this  Agreement  accurate  and not
misleading in any Material respect.

     The copies of all instruments,  agreements,  or other documents and written
information  relating to Park City Group  delivered to AmeriNet by the Park City
Group's Declarants  pursuant to or in connection with this Agreement are or will
be  complete  and  correct  in all  Material  respects  as of the  date  of this
Agreement, subject to changes made in the ordinary course of business or matters
disclosed in Section 4.1.C.

AmeriNet:

     As a Material inducement to the Park City Group's Participants  exchange of
their  securities for shares of AmeriNet's  common stock as contemplated by this
Agreement, AmeriNet hereby acknowledges, represents and warrants that, except as
specifically  disclosed  in  individual  exhibits  relating to this  Exhibit 3.2
annexed hereto and made a part hereof ("AmeriNet's Warranty Exceptions").

Corporate Requirements

     AmeriNet  is,  as of  the  date  of  this  Agreement,  a  validly  existing
corporation, organized and in good standing pursuant to the laws of the State of
Delaware,  with all legal and  corporate  authority  and  power to  conduct  its
business  (as now  conducted  and as  proposed to be  conducted)  and to own its
properties,  and,  possesses  all  necessary  permits and  licenses  required in
connection  with the conduct of its business.  The copies of the  certificate of
incorporation  and  bylaws of  Amerinet  previously  furnished  to the Park City
Group's  Participants  are correct  and  complete  and  reflect  all  amendments
thereto.

     The  conduct of  AmeriNet's  business is in  Material  compliance  with all
applicable federal, state and local governmental statutes,  rules,  regulations,
ordinances and decrees.

     The  execution  and  delivery of this  Agreement  by AmeriNet has been duly
authorized  by all  required  corporate  action,  and, the  consummation  of the
transactions herein contemplated and compliance with the terms of this Agreement
will not  conflict  with or result in a  Material  breach in any of the terms or
provisions  of, or  constitute a Material  default  under,  the  certificate  of
incorporation or bylaws of AmeriNet, as amended; any indenture,  other agreement
or instrument to which  AmeriNet or its members are a party or by which AmeriNet
or its assets are bound; or, any applicable law, regulation,  judgment, order or
decree of any governmental instrumentality or court, domestic or foreign, having
jurisdiction over AmeriNet.

     AmeriNet has the full legal right and power and all  authority and approval
required  by law to enter into this  Agreement;  all  required  consents to this
transaction  have been  obtained by AmeriNet;  AmeriNet  has  complied  with all
corporate  requirements for execution and closing on this transaction;  and this
Agreement  constitutes  the legal,  valid and binding  obligation  of  AmeriNet,
enforceable against it in accordance with the terms hereof.

Capital Structure

   (i)    The authorized Capital Stock of AmeriNet consists of 30,000,000 shares
          of common stock,  par value $0.01 per share,  and 5,000,000  shares of
          Preferred  Stock,  $0.01 par value per share,  the attributes of which
          are to be determined  on a case by case basis by  AmeriNet's  board of
          directors;   however,   at  the  last  annual  meeting  of  AmeriNet's
          stockholders, AmeriNet's board of directors was authorized to increase
          AmeriNet's authorized capitalization on a graduated basis, as required
          to provide  Capital Stock for  acquisition  purposes while  minimizing
          otherwise applicable Delaware corporate franchise taxes; consequently,
          immediately prior to Closing,  AmeriNet's certificate of incorporation
          will be amended to increase its authorized common stock as required to
          permit AmeriNet to comply with its obligations under this Agreement.

     As of May 23,  2001,  AmeriNet  had  14,655,522  shares of common stock and
442,783 shares of Class A Preferred Stock issued and outstanding, the attributes
of the  AmeriNet's  Class A Preferred  Stock being as  described  in  AmeriNet's
Exchange Act Reports.

     As of May 23, 2001, AmeriNet had reserved 15,283,416 shares of common stock
(excluding those issuable  pursuant to the terms of this Agreement) for issuance
upon conversion of Class A Preferred  Stock or pursuant to existing  options and
warrants.

     Except as set forth on  Exhibit  3.2.B,  there  are no  options,  warrants,
calls, rights, commitments or agreements of any character to which AmeriNet is a
party or by which it is bound  obligating  AmeriNet  to  issue,  deliver,  sell,
repurchase or redeem,  or cause to be issued,  delivered,  sold,  repurchased or
redeemed,  any shares of the Capital Stock of AmeriNet or obligating AmeriNet to
grant, extend or enter into any such option, warrant, call, right, commitment or
agreement.  All outstanding option plans,  options, and other rights to purchase
AmeriNet common stock are in compliance with all applicable laws.

     All of  AmeriNet's  shares of common  and  preferred  stock  have been duly
authorized,  and all of the issued and  outstanding  AmeriNet  shares  have been
validly issued, are fully paid and nonassessable,  are not subject to preemptive
or  similar  rights,  and are free of any liens or  encumbrances  other than any
liens or encumbrances created by or imposed upon the holders thereof.

     The  shares  of  AmeriNet's  common  stock  to be  issued  pursuant  to the
Reorganization  will  be  duly  authorized,  validly  issued,  fully  paid,  and
nonassessable.

     Except as set forth on Exhibit 3.2B4,  AmeriNet has no registration  rights
outstanding.

Securities Disclosure & Financial Statements

     AmeriNet's  reports filed with the Commission  pursuant to its  obligations
under  Section  12(g) of the Exchange  Act are  publicly  available at the EDGAR
archives on the  Commission"s  Internet  website located at  www.sec.gov.  Since
1965,  Amerinet has duly filed with the Commission all reports required to be so
filed  in  compliance  with  all  securities  laws,  and all  such  reports  are
materially accurate, as modified by subsequent reports filed, and include:

     Narrative  disclosure  of  all  applicable  Material  items  called  for by
Commission Regulation SB;

     Exhibits  called for by  Commission  Regulation  SB,  including  AmeriNet's
current  certificate of incorporation and bylaws and all of AmeriNet's  Material
Contracts.

     AmeriNet's  Audited Financial  Statements for the years ended June 30, 2000
and June 30, 1999,  as well as  unaudited  quarterly  reports for each  calendar
quarter following the last audited financial statements,  all of which have been
prepared according to GAAP.

         (i)   The information supplied by AmeriNet for inclusion in the Current
               Report on Form 8-K  pertaining  to this  Reorganization  will not
               contain  any  statement  which,  at such time and in light of the
               circumstances under which it will be made, is false or misleading
               with  respect  to any  material  fact,  or will omit to state any
               material fact necessary in order to make the  statements  therein
               not false or misleading.

     If at any time prior to the Closing Date any event  relating to AmeriNet or
any of its  affiliates,  officers or directors  should be discovered by AmeriNet
which  should  be set  forth in a current  report  on Form  8-K,  AmeriNet  will
promptly inform the Park City Group's Participants.

     Notwithstanding the foregoing, AmeriNet makes no representation or warranty
with respect to any  information  supplied by the Park City  Group's  Declarants
which is contained in any of the foregoing documents.

         (i)   The AmeriNet  Financial  Statements  present fairly the financial
               condition and  operating  results of AmeriNet as of the dates and
               during the periods indicated therein,  subject to normal year-end
               audit adjustments, which will not be Material in the aggregate.

     The AmeriNet  Financial  Statements have been audited by independent public
accountants  who are  members in good  standing  of the  American  Institute  of
Certified Public Accountants'  Securities Practice Section,  and comply with the
requirements  for material  acquisitions  under  Commission  Regulation  SB in a
manner  permitting  AmeriNet to comply with its obligation  under the Securities
Act and the Exchange Act in conjunction therewith.

     Since the date of the AmeriNet Financial Statements or except as set forth
on Exhibit 3.2.C.3., there has not been, occurred or arisen any:

     Material  adverse  change in the assets,  financial  condition or operating
results of AmeriNet;

     Transaction  by  AmeriNet  except in the  ordinary  course of  business  as
conducted on that date;

     Capital  expenditure by AmeriNet,  either individually or in the aggregate,
exceeding $5,000;

     Destruction, damage to, or loss of any assets (including without limitation
intangible  assets) of AmeriNet  (whether or not covered by  insurance),  either
individually or in the aggregate, exceeding $5,000;

     Labor trouble or claim of wrongful  discharge,  sexual  harassment or other
unlawful labor practice or action;

     Change  in  accounting  methods  or  practices  (including  any  change  in
depreciation or amortization policies or rates, any change in policies in making
or reversing accruals,  or any change in capitalization of software  development
costs) by AmeriNet;

     Declaration,  setting aside, or payment of a dividend or other distribution
in  respect  to the  Capital  Stock  of  AmeriNet,  or any  direct  or  indirect
redemption,  purchase  or other  acquisition  by  AmeriNet of any of its Capital
Stock;

     Except as contemplated in this Agreement,  sale or issuance of any AmeriNet
Capital Stock or options,  warrants or other rights to acquire  AmeriNet Capital
Stock;

     Mortgage,  pledge,  lien,  charge or other encumbrance  against  AmeriNet's
assets;or

     Negotiation  or agreement by AmeriNet to do any of the things  described in
the preceding clauses (1) through (9) other than negotiations with the Park City
Group's  Participants  and  their  representatives  regarding  the  transactions
contemplated by this Agreement.

     Except as set forth on Exhibit 3.2.C.4,  there are no currently outstanding
comment letters from the Commission that have not been responded to and complied
with.

Authority

Authority Generally.

     AmeriNet  has the full right,  power and  authority  to execute and deliver
this Agreement and to perform AmeriNet's obligations hereunder.

     Without  limiting the  generality  of the  foregoing,  AmeriNet's  board of
directors has duly authorized the execution,  delivery,  and performance of this
Agreement by AmeriNet.

     The  Agreement  constitutes  the valid and legally  binding  obligation  of
AmeriNet, enforceable in accordance with its terms and conditions, except as may
be  limited  by  bankruptcy,  insolvency,  reorganization,  moratorium  or other
similar laws affecting creditors' rights generally.

Non-contravention.

          Neither the  execution  and the  delivery of this  Agreement,  nor the
          consummation of the transactions  contemplated  hereby  (including any
          necessary   assignments   and/or   acceptances)   will   violate   any
          constitution,  statute, regulation, rule, injunction, judgment, order,
          decree,  ruling,  charge,  or  other  restriction  of any  government,
          Governmental  Entity,  or court to which  AmeriNet  is  subject or any
          provision of AmeriNet's  certificate of  incorporation  or bylaws,  or
          conflict  with,  result in a breach  or  constitute  a default  under,
          result  in the  acceleration  of,  create  in any  party  the right to
          accelerate,  terminate, modify, or cancel, or require any notice under
          any  agreement,   contract,  lease,  license,   instrument,  or  other
          arrangement to which AmeriNet is a party or by which it is bound or to
          which  any of its  assets is  subject,  except  where  the  violation,
          conflict, breach, default,  acceleration,  termination,  modification,
          cancellation,  or  failure to give  notice,  would not have a Material
          adverse effect on the financial condition of AmeriNet taken as a whole
          or on the  ability  of the  Parties  to  consummate  the  transactions
          contemplated by this Agreement.

Legal & Regulatory Matters

     The  operations  of AmeriNet  have been  conducted in  compliance  with all
applicable   laws  and  regulations  of  foreign,   federal,   state  and  local
governmental authorities.

     AmeriNet  holds,  and is in compliance in all Material  respects  with, all
licenses,  permits,  and authorizations  necessary for the conduct of AmeriNet's
business pursuant to applicable statutes, laws, ordinances,  rules, regulations,
codes, or any law of any governmental body, agency, commission, or unit to which
AmeriNet  may be subject,  the  failure of which  would have a Material  adverse
effect on  AmeriNet.  AmeriNet  is not now nor has it ever been  subject  to the
Investment Company Act of 1940.

AmeriNet has not received any notices:

     From any city, village or other Governmental Entity of, and AmeriNet has no
Knowledge of the basis of, any zoning,  building, fire or health code violations
by AmeriNet that have not been heretofore corrected.

     Of any  alleged  violation  of any  statute,  order,  rule,  regulation  or
requirement in connection with the operation of AmeriNet.

     No  order,   permission,   consent,   approval,   license,   authorization,
registration or validation of, or filing with, or exemption by any  Governmental
Entity,  commission,  board or public authority, or any other person is required
to authorize,  or is required in connection  with,  the  execution,  delivery or
performance by AmeriNet of this Agreement,  or any other agreement or instrument
to be executed or delivered by AmeriNet herewith.

     AmeriNet  is not  subject to any  penalty by reason of a  violation  of any
order, rule or regulation of, or a default with respect to any return, report or
declaration  required  to be filed with any  Governmental  Entity to which it is
subject, which violations or defaults,  individually or in the aggregate,  would
have a Material adverse effect on AmeriNet.

     (i) There has not been, as of the date hereof, any "release" (as defined in
42 U.S.C. " 9601[22]) or threat of a "release" of any hazardous  substances" (as
defined in 42 U.S.C. " 9602[14]) by AmeriNet.

     AmeriNet has not by  contract,  agreement,  or  otherwise  arranged for the
disposal or treatment, or arranged with a transporter for transport for disposal
or treatment, of hazardous substances at any "facility" (as defined in 42 U.S.C.
" 9601[9]) owned or operated by another person or entity.

     All of AmeriNet's past disposal practices relating to hazardous  substances
and hazardous  wastes have been  accomplished  in accordance with all applicable
laws, rules, regulations and ordinances.

     AmeriNet has not been  notified of nor is there any basis for any potential
liability of AmeriNet with respect to the clean-up of any waste disposal site or
facility,  and has not obtained any  information  to the effect that any site at
which  it has  disposed  of  hazardous  substances  or oil has  been or is under
investigation by any local,  state or federal  governmental  body,  authority or
agency.

     Without  limiting  the  generality  of  the  foregoing,  AmeriNet  has  not
generated  any  Hazardous  Wastes  or  violated  any  federal,  state  or  local
environmental,   health  or  water  management  laws,   statutes,   regulations,
ordinances  or  judicial  decrees  or  engaged  in  activities  which  could  be
interpreted as potential violations of laws, statutes,  regulations,  ordinances
or  judicial  decrees in any manner  regulating  the  generation  or disposal of
Hazardous  Waste,  protection of the environment,  regulating  health matters or
involving water management.

     Except as set forth on Exhibit 3.2E annexed hereto and made a part hereof:

     There are no  actions,  suits or  proceedings  pending,  or, to  AmeriNet's
Knowledge,  threatened or anticipated before any court,  Governmental Entity, or
administrative body or agency affecting AmeriNet; and

     AmeriNet is not presently subject to any injunction,  order or other decree
of any court of competent jurisdiction.

     Neither  the  execution  and  the  delivery  of  this  Agreement,  nor  the
consummation of the transactions  contemplated hereby (including the assignments
and acceptances referred to above), will:

     Violate any constitution,  statute, regulation, rule, injunction, judgment,
order,  decree,   ruling,  charge,  or  other  restriction  of  any  government,
Governmental  Entity,  or court to which AmeriNet is subject or any provision of
AmeriNet's Certificate of Incorporation or By-laws, or

     Conflict with, result in a breach or constitute a default under,  result in
the acceleration of, result in the creation of any Encumbrance upon any AmeriNet
assets or operations,  create in any party the right to  accelerate,  terminate,
modify,  or cancel,  or require any notice,  authorization,  consent,  approval,
exemption  or  other  action  under  any of the  Contracts  or to  which  any of
AmeriNet's  assets or  operations  are  subject,  except  where  the  violation,
conflict,   breach,   default,    acceleration,    termination,    modification,
cancellation,  or failure  to give  notice,  would not have a  Material  adverse
effect on the financial condition of AmeriNet taken as a whole or on the ability
of the Parties to consummate the transactions contemplated by this Agreement.

Taxes & Other Returns and Reports

Tax Returns and Audits.

     AmeriNet has  accurately  prepared  and timely filed all required  federal,
state, local and foreign Tax Returns,  relating to any and all Taxes relating or
attributable to AmeriNet or its operations.

     The Tax Returns are true and correct in all Material respects and have been
completed in accordance with applicable law in all Material respects.

     AmeriNet  has timely paid all Taxes  required  to be paid and has  withheld
with respect to its employees all federal and state income Taxes, FICA, FUTA and
other Taxes it is required to withhold.

     The accruals for Taxes on the books and records of AmeriNet are  sufficient
to discharge the Taxes for all periods (or the portion of any period)  ending on
or prior to the Closing Date.

     AmeriNet has not been  delinquent in the payment of any Tax nor,  except as
set forth in Exhibit 3.2F, is there any Tax deficiency outstanding,  proposed or
assessed against  AmeriNet,  nor has AmeriNet executed any waiver of any statute
of  limitations  on or extending the period for the  assessment or collection of
any Tax.

     (1) No  audit  or  other  examination  of any Tax  Return  of  AmeriNet  is
presently in progress.

     Except as set forth in Exhibit 3.2F, AmeriNet does not have any liabilities
for  unpaid  federal,  state,  local and  foreign  Taxes,  whether  asserted  or
unasserted,  known or unknown,  contingent  or  otherwise  and  AmeriNet  has no
Knowledge of any basis for the assertion of any such liability  attributable  to
AmeriNet, or its assets or operations.

     AmeriNet  has never  been  required  to join  with any other  entity in the
filing of a  consolidated  Tax Return for federal Tax purposes or a consolidated
or combined return or report for state Tax purposes.

     AmeriNet  is not a party to or bound by any Tax  indemnity,  Tax sharing or
Tax allocation agreement.

     AmeriNet  has  provided,  or  made  available,  to the  Park  City  Group's
Participants or their legal counsel, copies of all federal, provincial and state
income and all sales and use Tax Returns of AmeriNet for 1998, 1999 and 2000.

     There are (and as of immediately  following the Closing Date there will be)
no liens on the assets of AmeriNet relating to or attributable to Taxes.

     AmeriNet has no  Knowledge of any basis for the  assertion of any Tax claim
which, if adversely determined, would result in liens on the assets of AmeriNet.

     AmeriNet  has no  property  which is being sold,  conveyed  or  transferred
pursuant  to this  Agreement  which in the  hands of Park  City  Group  would be
treated  as being  owned by  persons  other than  AmeriNet  pursuant  to Section
168(f)(8) of the Code as in effect immediately prior to the enactment of the Tax
Reform Act of 1986, or any analogous provisions of any state law.

     None of the assets of  AmeriNet  is treated as  "Tax-exempt  use  property"
within the meaning of Section 168(h) of the Code.

     There is no contract,  agreement,  plan or  arrangement,  including but not
limited to the  provisions  of this  Agreement,  covering any employee or former
employee of AmeriNet that, individually or collectively,  could give rise to the
payment of any amount that would not be  deductible  pursuant to Sections  280G,
162 or 404 of the Code.

     AmeriNet  has filed  with the  appropriate  governmental  agencies  all tax
returns, tax reports and other reports required to be filed; all federal,  state
and local income, profits, franchise, sales, use, occupation,  property or other
taxes due have been fully paid.

     AmeriNet  is not a party to any action or  proceeding  by any  governmental
authority for  assessment  or collection of taxes,  or for failure to file other
governmentally required reports.

     No  claim  for  assessments  has  been  asserted   against  its  assets  or
operations,  nor,  to the  best of  AmeriNet's  Knowledge,  are any  assessments
affecting its assets or operations currently contemplated.

     Except as set forth on Exhibit 3.2F annexed  hereto and made a part hereof,
there are no security interests affecting AmeriNet's assets or operations or any
component thereof that arose in connection with any failure (or alleged failure)
to pay any Tax, and  AmeriNet  has withheld and paid all Taxes  required to have
been withheld and paid in connection  with amounts paid or owing to any employee
employed by AmeriNet,  independent  contractor,  creditor,  or other third party
with respect to AmeriNet.

Ownership of Park City Group's Capital Stock.

     As of the date of execution of this  Agreement,  AmeriNet  does not own any
shares of Park City Group's Capital Stock.

Liabilities

     Except as set forth on Exhibit 3.2H, AmeriNet does not have any liabilities
or obligations of any nature, whether accrued, absolute, contingent, inchoate or
otherwise,  whether due or to become due and  regardless of when  asserted,  all
liabilities  being solely those of its subsidiaries  and as to those,  none will
survive disposition of the subsidiaries prior to Closing.

Limited Activities

     AmeriNet is a holding  company with no material  operations or assets other
than the shares of its subsidiaries'  common stock and operations  pertaining to
supervision and coordination of the activities of its subsidiaries, provision of
support  services  for  its  subsidiaries,  acquisition-related  activities  and
compliance  with  applicable  laws,  including  federal  securities and internal
revenue laws.

     AmeriNet currently has two operating  subsidiaries,  Wriwebs.com,  Inc. and
AmeriNet  Communications,  Inc. both Florida corporations,  and has interests in
four other  corporations,  all of which will be  disposed of prior to Closing so
that  immediately  after the Closing,  Park City Group will be  AmeriNet's  only
subsidiary of any kind.

Leases

          The leases  described  in Exhibit  3.2.J are in full force and effect,
          and AmeriNet has a valid and existing  leasehold  interest  under each
          such lease for the term set forth  therein.  AmeriNet has delivered to
          the Park City Group's  Participants  complete  and accurate  copies of
          each of the material leases and none of such leases have been modified
          in any respect. AmeriNet is not in default under any such leases.

Insurability

     AmeriNet  knows  of  no  impediments  to  obtaining  hazard  and  liability
insurance  covering  its  assets  or  operations,   at  commercially  reasonable
insurance  rates,  nor does AmeriNet have any Knowledge that such insurance,  at
such rates, will not be obtainable by Park City Group in the future.

     Exhibit  3.2.K.2 lists all insurance  policies and fidelity  bonds covering
the assets, business, equipment,  properties,  operations,  software, errors and
omissions,  employees,  officers and directors of AmeriNet as well as all claims
made under any insurance policy by AmeriNet in the past three years and the date
of expiration of each such insurance policy.

     There is no claim by AmeriNet  pending  under any of such policies or bonds
as to which coverage has been questioned, denied or disputed by the underwriters
of such policies or bonds.

     All premiums  payable  under all such policies and bonds have been paid and
AmeriNet is not in default  with  respect to its  obligations  under any of such
policies and bonds and is otherwise in compliance in all material  respects with
the terms of such  policies  and bonds (or other  policies  and bonds  providing
substantially similar insurance coverage).

     Such  policies  of  insurance  and  bonds  are of the type  and in  amounts
customarily  carried  by  persons  conducting  businesses  similar  to  those of
AmeriNet.

     AmeriNet does not know of any threatened termination of or material premium
increase with respect to any of such policies.

     AmeriNet has never been denied  insurance  coverage  nor has any  insurance
policy of AmeriNet ever been canceled for any reason.

Contracts and Commitments

          Except as set forth on Exhibit 3.2.L,  AmeriNet is not a party and has
          not  been a party  for a  period  of at  least  one  year to any:  (i)
          collective bargaining agreement or contract with any labor union; (ii)
          bonus, pension, profit sharing,  retirement, or other form of deferred
          compensation   plan;  (iii)  medical  insurance  or  similar  plan  or
          practice, whether formal or informal; (iv) contract for the employment
          of any officer, employee, or other person on a full-time or consulting
          basis or relative to severance pay or  change-in-control  benefits for
          any such person;  (v) agreement or indenture relating to the borrowing
          of money in excess of $2,000 or to  mortgaging,  pledging or otherwise
          placing a lien on any assets of AmeriNet which has a fair market value
          in excess of $5,000 in the aggregate;  (vi) guaranty of any obligation
          for borrowed  money or  otherwise,  other than  endorsements  made for
          collection;  (vii) lease or agreement  under which it is lessor of, or
          permits  any third  party to hold or operate,  any  property,  real or
          personal;  (viii) contract or group of related contracts with the same
          party for the  purchase  of  products  or  services,  under  which the
          undelivered balance of such products and services has a purchase price
          in excess of $2,000;  (ix) contract or group of related contracts with
          the same party for the sale of products or  services,  under which the
          undelivered balance of such products and services has a sales price in
          excess of $2,000;  (x) franchise  agreement;  or (xi) other  agreement
          material to  AmeriNet's  business or not entered  into in the ordinary
          course of business.

Complete Copies of Materials

          AmeriNet has delivered or made available  true and complete  copies of
          each  document  (or  summaries  of same) which have been  requested in
          writing by the Park City Group's Participants or their counsel.

Restrictions on Business Activities

          There  is no  agreement  (assuming  the  parties  thereto  other  than
          AmeriNet   performed  their  respective   obligations   thereunder  as
          required), judgment, injunction, order or decree binding upon AmeriNet
          which  has or could  reasonably  be  expected  to have the  effect  of
          materially  prohibiting or materially  impairing any business practice
          of AmeriNet, any acquisition of property by AmeriNet or the conduct of
          business by AmeriNet as currently  conducted or as currently  proposed
          to be conducted.

Accuracy of Representations or Warranties

     All of AmeriNet's warranties and representations as hereinabove stated will
be true as of the date of this  Agreement  and on the Closing  Date and the same
will survive the Closing and be deemed  incorporated,  whether explicitly stated
therein or not, into all documents or other instruments delivered by AmeriNet to
the Park City Group's Participants at the Closing.

     No representation, warranty, or statement of AmeriNet omits or will omit to
state any Material  fact  necessary to make such  representation,  warranty,  or
statement in this Agreement accurate and not misleading in any Material respect.



                                    COVENANTS

Park City Group

No Meeting of Park City Group's Stockholders.

     Because each of the Park City Group's  Participants has independently  made
the decision to exchange all of his, her or its Park City Group's Securities for
shares of AmeriNet's  common stock,  no formal  stockholder  action by Park City
Group will be required in conjunction  with  authorization  of this Agreement or
the  Closing;  however,  each of the Park City  Group's  Participants  must have
become a party to this Agreement by direct execution.

Blue Sky Laws

     Legal counsel to the Park City Group's Participants will take such steps as
may be  necessary  to  comply  with  the  securities  and  blue  sky laws of all
jurisdictions  which are applicable to the issuance of AmeriNet  common stock to
Park City Group's  Participants,  including compliance with the State Securities
Act Exemptions.

Conduct of Business of Park City Group

     During the period from the date of this Agreement and continuing  until the
earlier of the  termination  of this  Agreement  or the  Closing,  the Park City
Group's  Declarants  agree (except to the extent that  AmeriNet  will  otherwise
consent in writing),  to promptly  notify AmeriNet of any event or occurrence or
emergency not, in the reasonable  judgment of Park City Group's  Declarants,  in
the ordinary  course of business of Park City Group,  and any event which could,
in the  reasonable  judgment of Park City  Group's  Declarants,  have a Material
adverse   effect  on  Park  City   Group  or  that   could   cause  any  of  the
representations, warranties, covenants, schedules or exhibits to be incorrect or
misleading.

AmeriNet:

     Governance of AmeriNet,  Membership  on  AmeriNet's  Board of Directors and
Executive Committee .

     AmeriNet  will appoint a designee for the  AmeriNet's  stockholders,  other
than those who obtained their shares as a result of the Reorganization with Park
City Group, who shall have the right to designate one member to AmeriNet's board
of  directors  for  a  period  of  five  years  following  the  Closing  on  the
Reorganization, it being the contemplation of the signatories to this Agreement,
that the  initial  designee  will be  AmeriNet's  current  president,  Edward C.
Dmytryk ("Mr. Dmytryk").

     Except for Mr. Dmytryk,  all other  directors of AmeriNet in office,  as of
the  Closing on the  reorganization,  shall  resign  immediately  following  the
Closing, and will be replaced by designees of Randall K. Fields ("Mr. Fields").

     All officers in office,  as of the Closing on the  Reorganization,  will be
replaced by the new AmeriNet board of directors subsequent to Closing.

     AmeriNet  will  obtain a signed  release  from all  resigning  or  replaced
officers or directors, releasing AmeriNet and its affiliates and successors from
all liability. At Closing,  AmeriNet will file a Form S-8 registering the shares
granted to the officers as part of these releases.

Conduct of Business of AmeriNet.

     During the period from the date of this Agreement and continuing  until the
earlier of the termination of this Agreement or the Closing, as the case may be,
AmeriNet agrees (except to the extent that the Park City Group's  Declarant will
otherwise consent in writing),  that AmeriNet will promptly notify the Park City
Group's Participants of any event or occurrence or emergency which is not in the
ordinary course of business of AmeriNet and which is Material and adverse to the
business of AmeriNet (including any issuance of AmeriNet Capital Stock or rights
to purchase AmeriNet Capital Stock).

     Prior to Closing,  AmeriNet  will divest  itself of any and all  securities
that it holds in other corporations, including, without limitation, Wriwebs.com,
Inc.,  a  Florida  corporation;   AmeriNet   Communications,   Inc.,  a  Florida
corporation;  Trilogy  International,   Inc.,  a  Florida  corporation;  Lorilei
Communications, Inc., a Florida corporation; and, Vista Vacations International,
Inc.,  a Florida  corporation,  and provide an opinion of AmeriNet  counsel that
such divestiture is in compliance with all securities and other laws.

     Prior to Closing, all current holders of Class A preferred stock must waive
all registration  rights and exercise their  conversion  rights so that the only
class of AmeriNet securities outstanding at the Closing is common stock.

     Prior to Closing,  AmeriNet hereby covenants and agrees to raise the sum of
at least  $1,000,000  (net) to be expended for the purposes set forth in Exhibit
4.2.B.4.  The Park City Group's  Declarants  have the  discretion  to accept the
$1,000,000 in the form of cash or a secured  note.  Should the Park City Group's
Declarants  accept a secured  note,  and should the maker of the note default on
payment or any other obligation of the note, the Park City Group's  Participants
will be entitled to an additional distribution of AmeriNet common stock equal to
two percent (2%) of the value of the default  portion of the note.  For example,
if there is a promissory  note for $100,000 and a default after $60,000 has been
paid, The Park City Group's Participants will receive an additional 4,706 shares
(40,000/$.17=235,294 x .02=4,706).

The Parties:

Confidentiality

     From the date hereof to and including  the Closing  Date,  the Parties will
maintain, and cause their directors, employees, agents and advisors to maintain,
in confidence and not disclose or use for any purpose,  except the evaluation of
the  transactions  contemplated  hereby  and  the  accuracy  of  the  respective
representations  and  warranties of the Parties  contained  herein,  information
concerning  the other  Parties and  obtained  directly or  indirectly  from such
Parties,  or their directors,  employees,  agents or advisors,  or as was in the
possession  of such Party prior to obtaining  such  information  from such other
Party as to which the fact of prior  possession such possessing  Party will have
the burden of proof and such information as is or becomes:

     Available to the non-disclosing  Party from third parties not subject to an
undertaking of confidentiality or secrecy;

     Generally available to the public other than as a result of a breach by the
non-disclosing party hereunder; or

     Required to be disclosed under applicable law.

     In  the  event  that  the  transactions  contemplated  hereby  will  not be
consummated,  all such information  which will be in writing will be returned to
the Party furnishing the same,  including to the extent reasonably  practicable,
copies or reproductions thereof which may have been prepared.

Public Disclosure

     Unless  otherwise  required by law, prior to the Closing Date no disclosure
(whether  or not in  response  to an  inquiry)  of the  subject  matter  of this
Agreement  will be made by any Party  unless  approved by AmeriNet  and the Park
City Group's  Declarants prior to release,  provided that such approval will not
be  unnecessarily  withheld,  subject,  in the case of AmeriNet,  to  AmeriNet's
obligation to comply with applicable securities laws.

The Parties will agree upon the form and substance of :

     A joint press release or other public  announcement  of this  Agreement and
the transactions contemplated hereby; and

     Other  matters  including,  but not limited to, form letters to  customers,
related to this Agreement or any of the transactions  contemplated  hereby which
will be released on or after the  Closing;  provided,  however,  that nothing in
this  Agreement  will be deemed to prohibit any Party from making any disclosure
which its counsel deems  necessary or advisable in order to fulfill such Party's
disclosure obligations imposed by law or contract.

Consents

     AmeriNet and the Park City Group's  Declarants  will promptly  apply for or
otherwise seek, and use their best efforts to obtain, all consents and approvals
required to be obtained by them for the  consummation of AmeriNet's  acquisition
of the Park City Group's Securities contemplated by this Agreement, and the Park
City  Group's  Declarants  will use their best  efforts to obtain all  consents,
waivers and  approvals  under any of Park City  Group's  agreements,  contracts,
licenses or leases in order to preserve  the benefits  thereunder  for Park City
Group, and otherwise in connection with AmeriNet's  acquisition of the Park City
Group's  Securities;  all of such  consents  and  approvals  being  set forth in
Exhibit 4.3.C.

Report on Form 8-K.

     The Park City Group's  Participants  understand  that on the Closing  Date,
AmeriNet  will  prepare  and file  with  the  Commission  a  current  report  on
Commission Form 8-K (the "8-K Report") disclosing AmeriNet's  acquisition of the
Park City Group's  Securities and containing  information  concerning  Park City
Group required by Commission Regulation S-B, including Park City Group's Audited
Financial  Statements  for the two  years  ended  December  31,  1999 and  2000,
prepared in full compliance  with GAAP, GAAS and the  requirements of Commission
Regulation  SB  pertaining  to  Material  acquisitions,   whether  or  not  this
transaction is otherwise deemed to constitute a Material acquisition.

     The Park City Group's  Participants  understand  that AmeriNet and the Park
City Group's  Declarants will use their best efforts to secure the  Commission"s
acceptance of Park City Group's Audited Financial Statements,  as complying with
the  requirements  of  Commission  Regulation  S-B,  and the Park  City  Group's
Declarants  will  make any  modifications  to the Park  City  Group's  financial
statements suggested by the Commission;  and, if required, will use best efforts
to secure  required  extensions  from the Commission of time in which to provide
materials complying with Commission Regulation S-B.

Legal Requirements

          The  Parties  will take all  reasonable  actions  necessary  to comply
          promptly with all legal requirements which may be imposed on them with
          respect to the consummation of the  transactions  contemplated by this
          Agreement and will promptly cooperate with and furnish  information to
          any Party in connection with any such  requirements  imposed upon such
          other Party in connection with the  consummation  of the  transactions
          contemplated  by this Agreement and will take all  reasonable  actions
          necessary  to obtain  (and will  cooperate  with the other  Parties in
          obtaining) any consent,  approval,  order or authorization  of, or any
          registration,  declaration or filing with, any Governmental  Entity or
          other person,  required to be obtained or made in connection  with the
          taking of any action contemplated by this Agreement.

Best Efforts, Additional Documents & Further Assurances

     Each of the  Parties  to  this  Agreement  will  use its  best  efforts  to
effectuate the transactions  contemplated  hereby and to fulfill and cause to be
fulfilled the  conditions to AmeriNet's  acquisition  of the shares of Park City
Group's Securities owned by the Park City Group's Participants and the condition
subsequent under this Agreement.

     Each Party, at the request of another Party,  will execute and deliver such
other  instruments  and do and  perform  such  other  acts and  things as may be
reasonably  necessary or desirable for effecting  completely the consummation of
this Agreement and the transactions contemplated hereby.

     Prior to Closing,  AmeriNet will conclude  agreements with Yankees pursuant
to which:

     Yankees will convert all of the debt owed to it by AmeriNet  into shares of
AmeriNet's  Class A Preferred Stock and will convert all of its AmeriNet Class A
Preferred  Stock into shares of AmeriNet's  common stock,  so that,  immediately
following  Closing,  AmeriNet's  outstanding  and  reserved  securities  will be
limited to common stock.

     The  parties  will  terminate  the  Consulting   Agreement  and  all  other
agreements between AmeriNet and Yankees,  except for a warrant to purchase up to
800,000 shares of AmeriNet  common stock at an exercise price of $.22 per share,
and Yankees  will waive any rights to  registration,  any  preemptive  rights to
purchase  AmeriNet Capital Stock, and any other AmeriNet  obligations or amounts
owed to Yankees.

                              CONDITIONS PRECEDENT

Conditions to Obligations of Each Party to Effect the Reorganization.

     The  respective  obligations  of each Party to this Agreement to effect the
Reorganization  will be subject to the conditions that no temporary  restraining
order, preliminary or permanent injunction or other order issued by any court of
competent  jurisdiction or other legal  restraint or prohibition  preventing the
consummation of the  Reorganization  will be in effect,  nor will any proceeding
brought  by  an  administrative  agency  or  commission  or  other  governmental
authority or instrumentality,  domestic or foreign, seeking any of the foregoing
be pending; nor will there be any action taken, or any statute, rule, regulation
or order enacted,  entered, enforced or deemed applicable to the Reorganization,
which makes the consummation of the Reorganization illegal.

Additional Conditions to Obligations of Park City Group's Participants.

     The obligations of Park City Group's  Participants to consummate and effect
this Agreement and the transactions  contemplated  hereby will be subject to the
satisfaction  at or  prior  to  the  Closing  Date  of  each  of  the  following
conditions,  any of which may be waived,  in writing,  exclusively  by Park City
Group's Participants:

Representations, Warranties and Covenants.

     The  representations  and  warranties of AmeriNet in this Agreement will be
true and  correct in all  Material  respects  on and as of the  Closing  Date as
though such  representations and warranties were made on and as of such time and
AmeriNet  will have  performed  and complied in all Material  respects  with all
covenants, obligations and conditions of this Agreement required to be performed
and complied with by it as of the Closing Date.

Certificate of AmeriNet.

     The  Park  City  Group's  Participants  will  have  been  provided  with  a
certificate  executed  on  behalf of  AmeriNet  by its  President  and its Chief
Financial Officer,  Treasurer or officer exercising such functions to the effect
that, as of the Closing Date:

     All  representations  and warranties  made by AmeriNet under this Agreement
are true and complete in all Material respects;

     All covenants, obligations and conditions of this Agreement to be performed
by  AmeriNet  on or before  such date have  been so  performed  in all  Material
respects; and

     The AmeriNet  certificate of  incorporation  is amended in compliance  with
Delaware law to increase AmeriNet's  authorized common stock by enough shares to
cover this transaction.

Satisfactory Form of Legal and Accounting Matters.

     The  form,  scope  and  substance  of  all  legal  and  accounting  matters
contemplated hereby and all documents and other papers delivered hereunder prior
to and on the Closing Date will be reasonably  acceptable to counsel to the Park
City Group's Participants.

Legal Opinion.

     The Park City Group's  Participants will have received a legal opinion from
legal counsel to AmeriNet, substantially in the form of Exhibit 5.2D hereto.

No Material Adverse Changes.

     There will not have occurred any event,  fact or condition  that has had or
reasonably would be expected to have a Material adverse effect on AmeriNet.

Liabilities or Obligations.

     As of  the  Closing  Date,  AmeriNet  will  not  have  any  liabilities  or
obligations of any nature, whether accrued,  absolute,  contingent,  inchoate or
otherwise.

AmeriNet Closing Funds.

     As of the  Closing  Date,  AmeriNet  will  hold at least  $1,000,000  to be
expended for the purposes  set forth in Exhibit  4.2.B.4.  The Park City Group's
Declarants have the discretion to accept the $1,000,000 in the form of cash or a
note.  Any notes will be secured by a pledge of stock  equal to or greater  than
the face value of the note.

Indemnification Agreement.

     As of the Closing  Date,  AmeriNet  will have entered into with  Carrington
Capital Corp., an Indemnification Agreement whereby Carrington will agree to pay
for  the  following   liabilities   and  obligations  of  Amerinet  should  such
liabilities or obligations survive Closing: (a) Bruce Gleason claim, (b) Liberty
Transfer Co. fees,  (c) tax  obligations,  and (4) AmeriNet  payroll,  including
accrued benefits.

Convertible Stock.

     No preferred stock,  options,  warrants or other rights to acquire AmeriNet
Capital Stock,  and no option plans will survive the Closing,  unless the number
of shares issuable on conversion or exercise of such stock, options, warrants or
other  rights is a fixed  number of shares with a fixed  exercise  price both of
which are unaffected by the Reorganization.

Third Party Consents.

          Any and all  consents,  waivers  and  approvals  required  from  third
          parties  relating to the contracts and  agreements of AmeriNet so that
          the Reorganization and other transactions  contemplated  hereby do not
          adversely  affect the rights of, and benefits to, AmeriNet  thereunder
          will have been obtained.

AmeriNet - Park City Group Preferred Stock Conversion Agreement.

          As of the Closing Date, AmeriNet and Park City Group will have entered
          into an agreement  whereby  AmeriNet  will allow all of the holders of
          Park City Group's  Preferred  Stock to convert their  Preferred  Stock
          into shares of AmeriNet common stock at a conversion price of $.17 per
          share.  The AmeriNet  shares  issued upon  conversion of the Park City
          Group  Preferred  Stock will be subject to both  demand and  piggyback
          registration rights.

Master Agreement Documents.

          As of the Closing Date,  AmeriNet and all of the parties to the Master
          Agreement  and related  documents  described in Exhibit 3.1F will have
          complied  with the terms of the Master  Agreement  and  executed  such
          documents   as  may  be  necessary  to  effect  the  exchange  of  the
          certificates  as set forth in Section  2.1C of this  Agreement  and to
          preserve  the  security   interests  as  contemplated  by  the  Master
          Agreement.

Riverview Agreement.

          AmeriNet  and  Riverview  Financial  Corporation  will  enter  into an
          agreement  having a five-year  term,  which agreement will provide for
          compensation to Riverview in an amount equal to 5% of the value of any
          acquisition,  merger or business  combination,  in whatever  form,  by
          Amerinet  of  any  company   directly  or  indirectly   introduced  by
          Riverview,   or  in  connection   therewith  Riverview  shall  provide
          compensable advisory services.

Additional Conditions to the Obligations of AmeriNet.

     The obligations of AmeriNet to consummate and effect this Agreement and the
transactions contemplated hereby will be subject to the satisfaction at or prior
to the Closing  Date of each of the  following  conditions,  any of which may be
waived, in writing, exclusively by AmeriNet:

Representations, Warranties and Covenants.

          The representations and warranties of the Park City Group's Declarants
          in this Agreement will be true and correct in all Material respects on
          and  as of  the  Closing  Date  as  though  such  representations  and
          warranties  were made on and as of such time and the Park City Group's
          Participants will have performed and complied in all Material respects
          with all  covenants,  obligations  and  conditions  of this  Agreement
          required to be performed  and complied  with by them as of the Closing
          Date.

Certificate of Park City Group's Declarants.

     AmeriNet will have been  provided with a certificate  executed on behalf of
the Park City Group's  Participants  by the Park City Group's  Declarants to the
effect that, as of the Closing Date, all:

     Representations  and warranties made by Park City Group's  Declarants under
this Agreement are true and complete in all Material respects; and

     Covenants,  obligations and conditions of this Agreement to be performed by
the Park City Group's Participants on or before such date have been so performed
in all Material respects.

Third Party Consents.

     Any and all  consents,  waivers and  approvals  required from third parties
relating  to the  contracts  and  agreements  of Park  City  Group  so that  the
Reorganization  and other  transactions  contemplated  hereby  do not  adversely
affect the rights of, and benefits to, Park City Group thereunder will have been
obtained.

Satisfactory Form of Legal and Accounting Matters.

     The  form,  scope  and  substance  of  all  legal  and  accounting  matters
contemplated hereby and all documents and other papers delivered hereunder prior
to and on the Closing Date will be reasonably  acceptable to AmeriNet's  counsel
(provided that the condition subsequent concerning the compliance of information
provided by Park City Group with the  requirements of Commission  Regulation SB,
on a timely basis, will survive the Reorganization).

Legal Opinion.

     AmeriNet  will have received a legal opinion from legal counsel to the Park
City Group's Participants, in substantially the form of Exhibit 5.3E hereto.

No Material Adverse Changes.

     There will not have occurred any event,  fact or condition which has had or
reasonably  would be  expected  to have a Material  adverse  effect on Park City
Group.

Accredited Investors.

     Immediately  prior  to the  Closing,  there  will be no Park  City  Group's
Participants who are not Accredited Investors.

                                     Closing

Closing Date:

     The  Closing  will take place at 10:00  o'clock  on the  morning of the day
after the Parties exchange  confirmation that all of the conditions precedent to
the Closing have been either met or waived in writing (collectively  referred to
throughout this Agreement as the "Closing Date").

     The  Closing  will take  place at Park City  Group's  offices in Park City,
Utah,  or at such other  time and place as may be agreed  upon in writing by the
Parties, provided that if the Closing has not been scheduled to take place prior
to June 15, 2001, then either Party may terminate this Agreement.

Items to be Delivered at Closing by Park City Group:

     At the  Closing,  Park  City  Group's  Participants  will  deliver  or have
delivered to AmeriNet  certificates for all authorized and outstanding Park City
Group's  Securities owned by the Park City Group's  Participants,  duly endorsed
and  medallion  signature  guaranteed  for transfer to AmeriNet,  as well as the
following items:

As of a date no earlier than the fifth business day prior to Closing:

     A lien and judgment  search by an agency  acceptable  to  AmeriNet's  legal
counsel,  disclosing  the  existence or absence of judgments or liens  affecting
Park City Group and its assets or operations;

     A good  standing  certificate  from the State of Delaware  attesting to the
continued corporate existence and good standing of Park City Group; and

     A certificate signed by Park City Group's Declarants  attesting to the fact
that all representations,  warranties, exhibits and schedules pertaining to Park
City Group included in this Agreement remain  materially true and accurate as of
the Closing Date.

     An opinion from Park City Group's  Participants' legal counsel, in form and
substance  acceptable to legal counsel for AmeriNet addressing the compliance by
the Park City Group's Participants with all conditions to Closing.

     Such other items in connection  with the  foregoing as AmeriNet's  attorney
may reasonably  have required  within five business days prior to the Closing in
order  to  assist  AmeriNet  and its  officers  and  directors  to  comply  with
applicable laws and their  responsibilities  to AmeriNet's  stockholders and the
public in conjunction with the Reorganization.

Items to be Delivered at Closing by AmeriNet:

     At the  Closing,  AmeriNet  will  deliver  the  following  to the Park City
Group's Participants:

As of a date no earlier than the fifth business day prior to Closing:

     A lien and  judgment  search by an agency  acceptable  to Park City Group's
Participants' legal counsel, disclosing the existence or absence of judgments or
liens affecting AmeriNet and its assets or operations;

     A good  standing  certificate  from the State of Delaware  attesting to the
continued corporate existence and good standing of AmeriNet;

     Certified copies of resolutions passed by AmeriNet's Board of Directors and
shareholders  approving  all  aspects  of the  transactions  envisioned  by this
Agreement;

     A certificate signed by AmeriNet's  president,  chief financial officer and
chief legal officer attesting to the fact that all representations,  warranties,
exhibits and schedules  pertaining to AmeriNet included in this Agreement remain
materially true and accurate as of the Closing Date; and

     An unaudited  balance  sheet  indicating  that  AmeriNet  does not have any
liabilities as of Closing.

     An opinion from AmeriNet's legal counsel, in form and substance  acceptable
to legal counsel for Park City Group's Participants addressing the compliance by
AmeriNet with all conditions to Closing.

     Such other items in  connection  with the  foregoing  as Park City  Group's
Participants'  attorney may reasonably  have required  within five business days
prior to the Closing in order to assist the Park City  Group's  Participants  to
comply with applicable laws and their  responsibilities  in conjunction with the
Reorganization.

     Delivery of the  certificates for the Exchange Shares will be made directly
to Park City Group's Participants by the Exchange Agent within a reasonable time
after the Closing.

Completion of Closing

     The  Reorganization  will be deemed  completed  when  certificates  for all
shares  of  Park  City  Group's  Securities  owned  by  the  Park  City  Group's
Participants have been tendered to AmeriNet, with signature medallion guaranteed
or  otherwise  in  proper  form  for  transfer  to the  order of  AmeriNet,  the
resignation of all of AmeriNet's  officers and directors  other than Mr. Dmytryk
have been  tendered and accepted  and Mr.  Dmytryk has elected  designees of Mr.
Fields as replacement  directors for the directors whose  resignations have been
accepted, the provision by AmeriNet of executed instruments transferring control
over   AmeriNet's   financial   accounts  to  designees  of  Park  City  Group's
Participants,  which accounts will include at least $1,000,000 in cleared funds,
for use in accordance with the  requirements of this Agreement  (unless the Park
City Group's Declarants  determine to accept such funds in the form of a secured
note); AmeriNet will have provided the Exchange Agent with instructions to issue
the Exchange Shares to Park City Group's Participants,  and all of the opinions,
certificates,  memoranda, documents, updates and other items to be delivered and
exchanged at Closing  (generically  referred to as the "Closing Documents") have
been delivered or exchanged;  provided that, if any of the Closing Documents are
not delivered at Closing,  the Party  entitled to their receipt may, at his, her
or its exclusive option, either:

     Waive receipt thereof, in writing, specifying the Closing Documents waived;
or

     Suspend  the  Closing,  as required  to grant the non  performing  Party an
opportunity to provide the missing Closing Documents, on such terms as the Party
entitled to receipt of the missing Closing  Documents may deem appropriate under
the  circumstances,  specifying in writing the time by which the missing Closing
Documents  must be provided,  the time the Closing will be  reconvened,  and the
date on which the Closing will be deemed to have become effective.

                            Default or Termination

Termination.

     This  Agreement may be terminated and the  Reorganization  abandoned at any
time prior to the Closing Date, as follows:

By mutual consent of the Park City Group's Participants and AmeriNet.

     By AmeriNet if it is not in Material breach of its  obligations  under this
Agreement and there has been a Material breach of any representation,  warranty,
covenant or agreement  contained in this  Agreement on the part of the Park City
Group's  Participants  and such breach has not been cured  within  fifteen  days
after notice to the Park City Group's Participants.

     By the Park City Group's  Participants  if it is not in Material  breach of
its  respective  obligations  under this Agreement and there has been a Material
breach of any representation,  warranty, covenant or agreement contained in this
Agreement  on the part of  AmeriNet  and such  breach has not been cured  within
fifteen days after notice to AmeriNet.

By any Party if:

     The Reorganization has not occurred by June 15, 2001;

     There is a final  nonappealable order of a federal or state court in effect
preventing consummation of the Reorganization;

     There will be any action taken, or any statute,  rule,  regulation or order
enacted, promulgated or issued or deemed applicable to the Reorganization by any
Governmental Entity which would make consummation of the Reorganization illegal;
or

     There will be any action taken, or any statute,  rule,  regulation or order
enacted, promulgated or issued or deemed applicable to the Reorganization by any
Governmental Entity, which would:

     Prohibit AmeriNet's or Park City Group's ownership or operation of all or a
Material  portion of the business of Park City Group, or compel AmeriNet or Park
City  Group to  dispose of or hold  separate  all or a  Material  portion of the
business  or  assets  of  Park  City  Group  or  AmeriNet  as a  result  of  the
Reorganization; or

     Render AmeriNet or the Park City Group's  Participants unable to consummate
the  Reorganization,  except for any waiting period provisions.  Where action is
taken to  terminate  this  Agreement  pursuant to this  Section  7.1, it will be
sufficient  for such action to be authorized by the AmeriNet  board of directors
or the Park City Group's Declarants taking such action.

Failure of Conditions.

     Failure of a condition  precedent,  in and of itself, will not be deemed an
event of  default;  however,  the fact  that a  covenant  or  representation  or
warranty is also a condition  precedent will not excuse its  non-performance  or
inaccuracy.

Termination Without Default.

     In the event that this Agreement is terminated  other than as a result of a
default by a Party,  then the Parties will have no rights or obligations to each
other as a result of this Agreement or the transactions  contemplated hereby and
this Agreement will become void and of no further force and effect.

                                 Confidentiality

Park City Group's Business Information:

     If this Agreement is terminated and the  transactions  contemplated  hereby
are  abandoned  at any time prior to the  Closing  Date,  AmeriNet  will hold in
strict confidence, all business, financial and other information about Park City
Group obtained from the Park City Group's  Participants or their  affiliates and
will  promptly  return to Park City  Group all  documents  received  under  this
Agreement,  and will not use for the benefit of itself or others in any way that
may be competitive  with or could be  detrimental  to Park City Group,  any such
confidential  information.  These  obligations  will continue for two years from
termination,  except as to return of materials,  which will  continue  until all
such are returned.

     Notwithstanding the foregoing,  such obligation of confidentiality will not
extend to any information which is shown to have been:

Previously known to AmeriNet;

     Generally  known to others  engaged in the trade or  business  of Park City
Group;

     Part of public  knowledge or literature  (other than where such information
becomes public through the direct or indirect  dissemination by AmeriNet without
Park City Group's Participants' consent);

     Lawfully  received by AmeriNet from a third party (not  including Park City
Group),  other than in  connection  with the  consummation  of the  transactions
contemplated hereby; or

Disclosed pursuant to the mutual agreement of Park City Group and AmeriNet.

AmeriNet's Business Information:

     If this Agreement is terminated and the  transactions  contemplated  hereby
are  abandoned  at any time prior to the  Closing  Date,  the Park City  Group's
Participants  will hold in strict  confidence,  for a period of two  years,  all
business,  financial and other information about AmeriNet obtained from AmeriNet
and will return to AmeriNet all documents  received  under this  Agreement,  and
will  not use for the  benefit  of  itself  or  others  in any way  that  may be
competitive  with or could be  detrimental  to AmeriNet,  any such  confidential
information.

     Notwithstanding the foregoing,  such obligation of confidentiality will not
extend to any information which is shown to have been:

Previously known to the Park City Group's Participants;

Generally known to others engaged in the trade or business of AmeriNet;

     Part of public  knowledge or literature  (other than where such information
becomes  public  through the direct or indirect  dissemination  by the Park City
Group's Participants without AmeriNet's consent);

     Lawfully received by the Park City Group's  Participants from a third party
(not including AmeriNet),  other than in connection with the consummation of the
transactions contemplated hereby; or

Disclosed pursuant to the mutual agreement of AmeriNet and Park City Group.

                                  Miscellaneous

Expenses

     Each of the Parties agrees to pay, without right of reimbursement  from any
other,  the  costs  incurred  by such  Party  incident  to the  preparation  and
execution of this  Agreement and  performance  of their  respective  obligations
hereunder,  whether or not the transactions  contemplated by this Agreement will
be consummated,  including,  without  limitation,  the fees and disbursements of
legal counsel, accountants and consultants employed by the respective Parties in
connection with the transactions contemplated by this Agreement.

Assignability

     No Party may  assign or  transfer  its rights  and  obligations  under this
Agreement without the prior written approval of the other Parties.

     This  Agreement  will inure only to the benefit of and be binding  upon the
Parties  and their  respective  successors  and  representatives  and  permitted
assigns.

Counterparts & Facsimile Execution

This Agreement may be executed in any number of counterparts.

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

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

Remedies

     No delay or  omission on the part of any Party in  exercising  any right or
remedy  will  operate as a waiver of said right or remedy or any other  right or
remedy.

     A waiver on any one occasion  will not be construed as a bar to or a waiver
of any right on any future occasion.

     Every  right and remedy of a Party will be  cumulative  and in  addition to
every other right and remedy  expressed  in this  Agreement or allowed by law or
equity, and may be exercised singularly or concurrently.

Survival of Condition Subsequent, Representations and Warranties, Covenants

     The  several  representations,  warranties  and  covenants  of the  Parties
contained  herein will survive the execution hereof and the  Reorganization  and
will be effective regardless of any investigation that may have been made or may
be made by or on behalf of any  Party and  continue  until the date the audit of
AmeriNet's  financial  statements  for the year  ending  June 30,  2002 has been
completed  and  AmeriNet  has  received a signed  opinion  from its  independent
auditors certifying such financial statements (the "2002 Audit Date").

All covenants to be performed after the Closing will continue indefinitely.

Third-Party Beneficiaries

     Neither  this  Agreement  nor any  provision  hereof,  nor any  document or
instrument  executed or delivered pursuant to this Agreement,  will be deemed to
create any right in favor of or impose any obligation  upon any person or entity
other than the Parties.

Severability

     Whenever  legally  possible,  each  provision  of  this  Agreement  will be
interpreted  in such manner as to be effective and valid under  applicable  law,
but if any  provision  of  this  Agreement  is held to be  invalid,  illegal  or
unenforceable   in  any  respect  under  any  applicable  law  or  rule  in  any
jurisdiction,  such invalidity,  illegality or unenforceability  will not affect
any  other  provision  or any  other  jurisdiction  but this  Agreement  will be
interpreted,  construed  and enforced in such  jurisdiction  as if such invalid,
illegal or unenforceable provision had never been contained herein.

Entire Agreement

     This Agreement and the agreements, instruments, exhibits and other writings
referred to in this Agreement  contain the entire  understanding  of the Parties
with respect to the subject matter of this Agreement.

     There are no restrictions,  agreements,  promises, warranties, covenants or
undertakings other than those expressly set forth herein or therein.

     This Agreement  supersedes all prior agreements and understandings  between
the Parties with respect to its subject matter.

Amendments, Extensions & Waiver

     This  Agreement may not be amended,  changed or terminated  orally,  and no
attempted change,  termination or waiver of any of the provisions hereof will be
binding unless in writing and signed by the Parties  against whom the amendment,
change, termination or waiver is sought to be enforced.

     This  Agreement  may be amended by the  Parties at any time before or after
approval of matters  presented  in  connection  with the  Reorganization  to the
stockholders  of those  Parties  required by  applicable  law to so approve but,
after any such  stockholder  approval,  no  amendment  will be made which by law
requires the further approval of stockholders of a party without  obtaining such
further approval.

At any time prior to the Closing any Party may, to the extent legally allowed:

     Extend the time for the performance of any of the obligations or other acts
of the other Parties;

     Waive any inaccuracies in the  representations  and warranties made to such
party contained herein or in any document delivered pursuant hereto;

     Waive  compliance  with any of the agreements or conditions for the benefit
of such Party contained herein; or

     Any  agreement on the part of a Party to any such  extension or waiver will
be valid only if set forth in an instrument in writing  signed on behalf of such
Party.

Exhibits

     Each exhibit  referenced in this  Agreement will be annexed hereto and will
be considered a part hereof as if set forth in the body hereof in full.

Negotiated Transactions

     The  provisions of this  Agreement  were  negotiated  by the Parties,  this
Agreement and the agreements, indentures and other instruments incidental hereto
will be deemed to have been  drafted by all of the  Parties  and this  Agreement
will not be  interpreted  more or less  favorably in favor of or against a Party
based on its authorship.

Governing Laws, Venue and Dispute Resolution

Jurisdiction & Venue

     The Parties each hereby submits to the jurisdiction of any state or federal
court or private dispute resolution tribunal sitting in Summit County,  Utah, in
any action or proceeding arising out of or relating to this Agreement and agrees
that all  claims  in  respect  of the  action  or  proceeding  may be heard  and
determined in any such court or tribunal.

     The Parties each agree not to bring any action or proceeding arising out of
or relating to this Agreement in any other court or tribunal.

     Each of the  Parties  waives  any  defense  of  inconvenient  forum  to the
maintenance of any action or proceeding so brought and waives any bond,  surety,
or other  security  that  might be  required  of any other  Party  with  respect
thereto. Applicable Law & Venue

     This  Agreement will be construed,  interpreted  and enforced in accordance
with,  and  governed  by,  the laws of the State of  Delaware  but venue for any
proceeding  arising  hereunder,  whether  in  law,  equity,   administration  or
alternate  dispute  resolution,  will, to the extent  legally  permissible,  lie
exclusively in Summit County, Utah.

Dispute Resolution

     If there is any dispute  hereunder  which cannot be resolved by the Parties
(a  "Disputed  Item"),  either  Party may seek a resolution  by  arbitration  by
applying  for  an  arbitrator  to  be  appointed  by  the  American  Arbitration
Association in accordance  with the rules and  regulations of that  association,
except as specifically modified hereby.

     In the event arbitration is requested, both Parties must proceed as quickly
as possible to arbitration and accept the results of same as final and binding.

     The  losing  Party  in the  arbitration  will  pay all of the  costs of the
arbitration.  In the event that the results of the arbitration cannot be said to
result in a winning Party and a losing Party, the arbitrator will decide how the
costs and expenses of the arbitration will be borne by the Parties.

     Any judgment upon the award  rendered by the  arbitrator may be enforced in
the Circuit Court sitting in and for Summit County, Utah.

Notices

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

         1.    To AmeriNet:  AmeriNet Group.com, Inc.; Crystal Corporate Center;
               2500 North  Military  Trail,  Suite  225-C;  Boca Raton,  Florida
               33431; Attention: Edward C. Dmytryk,  President;  Telephone (561)
               998-3435, Fax (561) 998-4635;  and, e-mail  ed@amerinetgroup.com;
               with copies to AmeriNet Group.com, Inc.;

               1941 Southeast  51st Terrace;  Ocala,  Florida 34471;  Attention:
               Vanessa H. Lindsey,  Secretary;  Telephone  (352)  694-6661,  Fax
               (352)   694-1325;    and,   e-mail,    vanessa@amerinetgroup.com.


         2.    To the Park City Mr.  Randall K. Fields,  333 Main  Street,  Park
               City, Utah 84806;  Group Security  Telephone (435) 645-2010,  Fax
               (435) 645-2110, e-mail Holders: randy@parkcity.com

               Riverview  Financial Corp., P.O. Box 5000, Park City, Utah 84060;
               Telephone (435) 649-2221

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

     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.

Further Assurances

     From time to time after the  Closing,  the Park City  Group's  Participants
will execute and deliver,  or cause its  affiliates  to execute and deliver,  to
AmeriNet  such  instruments  of  sale,  transfer,  conveyance,   assignment  and
delivery,  and  such  consents,   assurances,   powers  of  attorney  and  other
instruments  as may be reasonably  requested by AmeriNet or its counsel in order
to carry out the purpose and intent of this Agreement.

License

     This  Agreement  is derived  from a form  developed by Yankees and in which
Yankees claims property rights.  Such form has been adapted for this transaction
with the  consent of Yankees by Jeffrey  G.  Klein,  Esquire,  AmeriNet's  legal
counsel.

     Yankees grants the Parties and their counsel a perpetual,  unrestricted and
non-royalty  bearing right and license to copy,  use, modify and adapt this form
of agreement for any purpose.

Broker

     Except  as set  forth  on  Exhibit  9.16,  no  person  is  entitled  to any
compensation  from the Parties to this Agreement as a result of the transactions
effected  hereby.  The Parties  hereby  agree to  indemnify  and hold each other
harmless from and against any claims for brokerage or other commissions relative
to  the  transactions  contemplated  by  this  Agreement  based  in  any  way on
agreements,  understanding or arrangements  made or claimed to have been made by
such Party with any third party.


     IN WITNESS  WHEREOF,  the Parties  hereby have caused this  Agreement to be
duly executed as of the day and year set forth below.

Signed, sealed and delivered
         In Our Presence:
                                                        AMERINET GROUP.COM, INC.
         /s/ Charles J. Scimeca
- ------------------------------------

        /s/ Cyndi N. Calvo
- ------------------------------------
                                             By: /s/ Edward  Dmytryk
                                                Edward C. Dmytryk, President

                                         Attest:    /s/ Vanessa H. Lindsey
                                                  Vanessa H. Lindsey, Secretary

                                                    (Corporate Seal)
STATE OF FLORIDA           }
COUNTY OF MARION           } SS.:

         On this 31 day of May, 2001, before me, a notary public in and for the
county and state aforesaid, personally appeared Edward C. Dmytryk and Vanessa H.
Lindsey, to me known, and known to me to be the president and secretary of
AmeriNet Group.com, Inc., the above-described Delaware 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:

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





<PAGE>



                                                              RANDALL K. FIELDS

                                                          /s/ Randall K. Fields
                                           Randall K. Fields, on his own behalf


STATE OF UTAH              }
COUNTY OF SUMMIT           } SS.:

         On this 31st day of May, 2001, before me, a notary public in and for
the county and state aforesaid, personally appeared Randall K. Fields, to me
known, and known to me to be the person who executed the foregoing instrument,
and acknowledged the execution thereof to be his free act and deed for the uses
and purposes therein mentioned. In witness whereof, I have hereunto set my hand
and affixed my notarial seal the day and year in this certificate first above
written. My commission expires:

         (Seal)
                               /s/ June Ann Oldham
                              --------------------
                                  Notary Public



                                       RIVERVIEW FINANCIAL CORP.


                                        By:      /s/ Randall K. Fields
                                                  President

                                       Attest:          /s/ EG Perry
                                                         Secretary
(Corporate Seal)

STATE OF UTAH           }
COUNTY OF SUMMIT        } SS.:

     On this 31st day of May,  2001,  before me, a notary  public in and for the
county and state aforesaid, personally appeared Randall K. Fields and eg Perry ,
to me known,  and known to me to be the  president  and  secretary  of Riverview
Financial Corp., the above-described California 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
Riverview  Financial  Corp.,  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:

         {Seal}
                                 June Ann Oldham
                      -----------------------------------
                                  Notary Public



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.2
<SEQUENCE>3
<FILENAME>exb_2-2.txt
<DESCRIPTION>FIRST AMENDMENT TO REORGANIZATION AGREEMENT
<TEXT>

                   FIRST AMENDMENT TO REORGANIZATION AGREEMENT

     This First Amendment to  Reorganization  Agreement  ("First  Amendment") is
entered  into  as of the  11th  day of  June,  2001,  by  and  between  AMERINET
GROUP.COM,  INC., a Delaware corporation ("AmeriNet");  and RANDALL K. FIELDS, a
Utah  resident,   and  RIVERVIEW  FINANCIAL  CORP.,  a  California   corporation
(collectively, the "Park City Group's Participants ").

                                    RECITALS

     WHEREAS, AmeriNet and the Park City Group's Participants previously entered
into  that   certain   Reorganization   Agreement,   dated  May  31,  2001  (the
"Reorganization Agreement"); and

     WHEREAS,  AmeriNet and the Park City Group's  Participants  desire to amend
the Reorganization Agreement as provided herein.

                                    AGREEMENT

     NOW, THEREFORE,  in consideration of the mutual agreements set forth herein
and other good and valuable consideration,  the receipt and sufficiency of which
are hereby  acknowledged,  AmeriNet and the Park City Group's Participants agree
that the Reorganization Agreement shall be amended as follows:

     1.   Definitions.

          Terms used in this First  Amendment and not otherwise  defined  herein
          shall  have the same  meanings  as are set forth for such terms in the
          Reorganization Agreement.


     2.   Shares to be Issued  and  Effect on  Capital  Stock.  Section  2.1B is
          hereby  amended to (a)  supplement the definition of "Z = Post-Closing
          Shares" and (b) change the  definition of "N = AmeriNet Stock Prior to
          Closing"  to  increase  the number of $.22  warrants,  delete the last
          clause of the first  sentence of this  definition,  and add the actual
          number agreed to by the Parties, as follows:

          Z =  Post-Closing  Shares.  This number equals the number of shares of
          AmeriNet  common  stock  at  Closing  which is equal to the sum of the
          AmeriNet Stock Prior to Closing and the Exchange  Shares.  On June 11,
          2001, the Parties agreed that this number equals 150,300,000 shares.

          N = AmeriNet  Stock  Prior to Closing.  This number  equals all of the
          outstanding  shares of  AmeriNet  common  stock  immediately  prior to
          Closing, after the conversion of all AmeriNet debt into AmeriNet Class
          A Preferred  Stock,  the  conversion of all AmeriNet Class A Preferred
          Stock into common  stock,  the  exercise of the Yankees  Warrant  into
          common stock,  the issuance of all shares sold in connection  with the
          Private Placement prior to Closing,  the exercise into common stock of
          all other  warrants held by Yankees  (except for a warrant to purchase
          up to 1,000,000  shares of AmeriNet  common stock at an exercise price
          of $.22 per share),  the  exercise  of all rights to acquire  AmeriNet
          common  stock for all such rights that have an exercise  price of less
          than $.25 per share.  deleted  text "and the deemed  exercise  of all
          other rights to acquire  AmeriNet common  stock."end  deleted text On
          June 11, 2001, the Parties  agreed that this number equals  39,000,000
          shares.  This  number  excludes a total of 300,000  shares that may be
          issued to Jonathan Eichner and Edward Elenson for finders fees.

     3.   Park City Group  Exhibits.  The Park City Group's  Exhibits are hereby
          amended in their entirety as attached hereto as Exhibit A.

     4.   AmeriNet Exhibits. The AmeriNet's Exhibits are hereby amended in their
          entirety as attached hereto as Exhibit B.

     5.   Revision of Covenants.  Section 4.3G.2 will be revised to increase the
          remaining warrant to 1,000,000 shares at $.22 per share.

     6.   Termination of the Park City Group's Participants Condition Precedent;
          Riverview Agreement. Section 5.2M is hereby deleted in its entirety.

     7.   No Other Amendment. Except as expressly amended pursuant to this First
          Amendment,  the terms of the Reorganization  Agreement shall remain in
          full force and effect.

     8.   Counterparts.  This First  Amendment  may be  executed  in one or more
          counterparts,  each of which  shall be deemed an  original  and all of
          which together shall constitute one and the same document.



<PAGE>



     IN WITNESS  WHEREOF,  the parties have executed this First  Amendment as of
the date first set forth above.

                AMERINET GROUP.COM, INC., a Delaware corporation


                                            By:       /s/ Edward Dmytryk
                                            Its:          President


                       RANDALL K. FIELDS, a Utah resident


                                                     /s/ Randall K. Fields

               RIVERVIEW FINANCIAL CORP., a California corporation

                                            By:      /s/ Randall K. Fields
                                            Its:         President

<PAGE>


                                       A-1
                                    EXHIBIT A

                        AMENDED PARK CITY GROUP EXHIBITS

                        AMENDED PARK CITY GROUP EXHIBITS
            PARK CITY GROUP'S DECLARANTS' EXHIBITS - AMENDMENT NO. 1

     The following  Exhibits are being delivered by Park City Group's Declarants
pursuant to the Reorganization Agreement, dated May 31, 2001, between Randall K.
Fields, a Utah resident,  Riverview  Financial Corp., a California  corporation,
and AmeriNet Group.com, a Delaware corporation (the "Reorganization Agreement").

     Any information disclosed in one Exhibit shall be deemed to be disclosed in
all Exhibits to which such  information is  applicable.  References to Articles,
Sections, Paragraphs, and Exhibits shall mean the Articles, Sections, Paragraphs
and  Exhibits of the  Reorganization  Agreement  and/or  these  Exhibits.  These
Exhibits are  incorporated  by reference  into and shall be deemed a part of the
Reorganization Agreement.

     No reference  in these  Exhibits to any  agreement  or  documents  shall be
construed as an admission or  indication  to any other party other than AmeriNet
Group.com  that such agreement or document is enforceable or currently in effect
under such agreement or document.  No disclosure in these  Exhibits  relating to
any possible breach or violation of any agreement,  law, or regulation  shall be
construed  as an  admission  or  indication  to any party  other  than  AmeriNet
Group.com that any such breach or violation exists or has actually occurred.

     Capitalized  terms not otherwise defined in these Exhibits shall have those
meanings attributed to them in the Reorganization Agreement.

<PAGE>

                                  EXHIBIT 2.1.C
                      PARK CITY GROUP'S PARTICIPANTS' DATA
<TABLE>
<S>                                    <C>                       <C>                 <C>
- ------------------------------------- -------------------------- ------------------ -------------------------
Shareholder                           Park City Group Shares     %                  AmeriNet Shares
- ------------------------------------- -------------------------- ------------------ -------------------------
- ------------------------------------- -------------------------- ------------------ -------------------------
Fields, Randall K.                    3,750,000                  14.49%             16,083,900
- ------------------------------------- -------------------------- ------------------ -------------------------
- ------------------------------------- -------------------------- ------------------ -------------------------
Riverview Financial Corp.             20,500,000                 79.21%             87,923,100
- ------------------------------------- -------------------------- ------------------ -------------------------
- ------------------------------------- -------------------------- ------------------ -------------------------
Bowman, Lee                           31,250                     .12%               133,200
- ------------------------------------- -------------------------- ------------------ -------------------------
- ------------------------------------- -------------------------- ------------------ -------------------------
Jones, William and Lois               7,844                      .03%               33,300
- ------------------------------------- -------------------------- ------------------ -------------------------
- ------------------------------------- -------------------------- ------------------ -------------------------
Franks, Tony                          20,708                     .08%               88,800
- ------------------------------------- -------------------------- ------------------ -------------------------
- ------------------------------------- -------------------------- ------------------ -------------------------
Quinn, Paul                           750,000                    2.90%              3,219,000
- ------------------------------------- -------------------------- ------------------ -------------------------
- ------------------------------------- -------------------------- ------------------ -------------------------
Holman, Larry                         500,000                    1.93%              2,142,300
- ------------------------------------- -------------------------- ------------------ -------------------------
- ------------------------------------- -------------------------- ------------------ -------------------------
Reserve                               320,334                    1.24%              1,376,400
- ------------------------------------- -------------------------- ------------------ -------------------------
- ------------------------------------- -------------------------- ------------------ -------------------------
                                      25,880,136                 100%               111,000,000
- ------------------------------------- -------------------------- ------------------ -------------------------

</TABLE>

<PAGE>
                                 EXHIBIT 3.1.B.2
                         PARK CITY GROUP CAPITALIZATION

1.  Outstanding Park City Group Common Stock and Shareholders
- ------------------------------------------------------- ---------------------
Shareholder                                             Shares
- ------------------------------------------------------- ---------------------
Amis, Jeffrey                                           479
Baker, Wade, H.                                         6,562
Bennion, Richard and Sandra                             4,583
Blackley, Todd                                          4,340
Bowman, Lee                                             31,250
Dalling, Roger O.                                       903
Evans, Edmund Miles                                     3,138
Fields Children's Trust  (Larry Holman, Trustee)        250,000
Fields, Randall K.                                      3,750,000
Fine, Janet                                             875
Frank, Tony                                             20,708
Gray, Robert                                            1,156
Holman, Larry                                           500,000
Jackson, Jeff and Sarah                                 9,722
Jones, William and Lois                                 7,844
Malon, Laura and Kevin                                  847
Park, Randall and Jeninne                               12,633
Quinn, Paul                                             750,000
Riverview Financial Corp.                               20,500,000
Schmidt, Rod                                            2,570
Shirey, Edgar and Patricia                              1,652
Shirey, Patricia Ann                                    923
Wai, Lavita                                             14,161
Weeks, Cheryl A.                                        1,846
Wells, Marisue D.                                       1,652
Young, David Siebach                                    2,292
Total                                                   25,880,136

2.   Registration Rights. One current shareholder,  Larry Holman, has piggy-back
     registration  rights with  respect to  one-third of his shares of Park City
     Group.  It is  understood  that such  rights will be assumed by AmeriNet in
     connection with the Reorganization  Agreement to which these Exhibits are a
     part.

3.   Series  A  Convertible  Preferred  Stock.  Pursuant  to  a  Certificate  of
     Designation of Preferences of Series A Convertible  Preferred Stock of Park
     City Group,  Inc., Park City Group has designated , but has not yet issued,
     Series A Convertible Preferred Stock.



<PAGE>

                                 EXHIBIT 3.1.B.4
                      OBLIGATION TO ISSUE OR RESERVE STOCK

1.  Outstanding Options to Purchase Park City Group Common Stock

     Park City Group has  established  two stock option  plans:  (1) 1993 Equity
Incentive Plan, established January 29, 1993, as amended, and (2) 1993 Directors
Stock  Option  Plan,  established  December  28,  1993,  as amended.  A total of
4,800,000  shares are reserved under the 1993 Equity  Incentive Plan. A total of
300,000  shares are reserved under the 1993  Directors  Stock Option Plan.  Most
outstanding  options have been granted pursuant to one of these plans. Park City
Group also adopted a bonus plan in 1998,  which provided for issuance of options
to certain  employees  dependent  upon  achievement  of certain  revenue and net
income levels.  Because these thresholds were not achieved,  these option grants
were cancelled.

     All options expire ten years following the date of grant. In addition,  all
options  expire  90  days  following  the  termination  of the  option  holder's
employment  with Park City Group.  Several  vesting  schedules have been used by
Park City Group in granting options pursuant to its option plans:

     A.   Provides for a six-year  vesting  schedule,  with 16.667%  vesting one
          year from the date of grant and 1.389% vesting each month thereafter.

     B.   Provides for a four-year vesting  schedule,  with 25% vesting one year
          from the date of grant and 25% vesting each year thereafter.

     C.   Provides for a four-year vesting  schedule,  with 40% vesting one year
          from the date of grant and 1.667% vesting each month thereafter.

     AmeriNet has been  provided  copies of the 1993 Equity  Incentive  Plan, as
amended,  and 1993 Directors Stock Option Plan, as amended,  as well as the 1998
Bonus/Option  Plan.   AmeriNet  has  also  been  provided  sample  stock  option
agreements.  The table  below  provides  information  related to the  options to
purchase Park City Group's Common Stock outstanding as of May 30, 2001.

<TABLE>
<S>                                    <C>            <C>           <C>           <C>       <C>         <C>
- ------------------------------------ --------------- ------------- ------------ ---------- ----------- -----------
Name                                 Original        Reissuance    Vesting      Shares     Exercise    Vested
                                     Grant Date      Date          Schedule                Price
- ------------------------------------ --------------- ------------- ------------ ---------- ----------- -----------
Broadhead, Shaun                     9/14/95         1/19/96       B            3,500      $1.00       3,500
- ------------------------------------ --------------- ------------- ------------ ---------- ----------- -----------
                                     1/19/96         1/19/96       B            3,000      $1.00       3,000
- ------------------------------------ --------------- ------------- ------------ ---------- ----------- -----------
                                     6/14/96                       B            8,500      $1.00       8,500
- ------------------------------------ --------------- ------------- ------------ ---------- ----------- -----------
                                     2/17/97                       B            4,500      $1.00       4,500
- ------------------------------------ --------------- ------------- ------------ ---------- ----------- -----------
                                     1/20/98                       B            5,000      $1.00       3,750
- ------------------------------------ --------------- ------------- ------------ ---------- ----------- -----------
Total for Option Holder                                                         24,500                 23,250
- ------------------------------------ --------------- ------------- ------------ ---------- ----------- -----------
Dixon, William                       2/20/95         1/19/96       B            1,000      $1.00       1,000
- ------------------------------------ --------------- ------------- ------------ ---------- ----------- -----------
                                     9/14/95         1/19/96       B            1,000      $1.00       1,000
- ------------------------------------ --------------- ------------- ------------ ---------- ----------- -----------
                                     1/19/96         1/19/96       B            1,000      $1.00       1,000
- ------------------------------------ --------------- ------------- ------------ ---------- ----------- -----------
                                     6/14/96                       B            7,000      $1.00       7,000
- ------------------------------------ --------------- ------------- ------------ ---------- ----------- -----------
                                     2/17/97                       B            1,000      $1.00       1,000
- ------------------------------------ --------------- ------------- ------------ ---------- ----------- -----------
                                     1/20/98                       B            1,500      $1.00       1,125
- ------------------------------------ --------------- ------------- ------------ ---------- ----------- -----------
Total for Option Holder                                                         12,500                 12,125
- ------------------------------------ --------------- ------------- ------------ ---------- ----------- -----------
Doll, Carolyn F.                     9/14/95         1/19/96       B            10,000     $1.00       10,000
- ------------------------------------ --------------- ------------- ------------ ---------- ----------- -----------
                                     1/19/96         1/19/96       B            10,000     $1.00       10,000
- ------------------------------------ --------------- ------------- ------------ ---------- ----------- -----------
                                     6/14/96                       B            30,000     $1.00       30,000
- ------------------------------------ --------------- ------------- ------------ ---------- ----------- -----------
                                     2/17/97                       B            7,500      $1.00       7,500
- ------------------------------------ --------------- ------------- ------------ ---------- ----------- -----------
Total for Option Holder                                                         57,500                 57,500
- ------------------------------------ --------------- ------------- ------------ ---------- ----------- -----------
Doll, Drew F.                        9/14/95         1/19/96       B            10,000     $1.00       10,000
- ------------------------------------ --------------- ------------- ------------ ---------- ----------- -----------
                                     1/19/96         1/19/96       B            3,000      $1.00       3,000
- ------------------------------------ --------------- ------------- ------------ ---------- ----------- -----------
                                     6/14/96                       B            20,000     $1.00       20,000
- ------------------------------------ --------------- ------------- ------------ ---------- ----------- -----------
                                     2/17/97                       B            12,500     $1.00       12,500
- ------------------------------------ --------------- ------------- ------------ ---------- ----------- -----------
Total for Option Holder                                                         45,000                 45,500
- ------------------------------------ --------------- ------------- ------------ ---------- ----------- -----------

<PAGE>

Eck, Cynthia                         2/20/95         1/19/96       B            1,500      $1.00       1,500
- ------------------------------------ --------------- ------------- ------------ ---------- ----------- -----------
                                     9/14/95         1/19/96       B            3,500      $1.00       3,500
- ------------------------------------ --------------- ------------- ------------ ---------- ----------- -----------
                                     1/19/96         1/19/96       B            1,000      $1.00       1,000
- ------------------------------------ --------------- ------------- ------------ ---------- ----------- -----------
                                     6/14/96                       B            3,000      $1.00       3,000
- ------------------------------------ --------------- ------------- ------------ ---------- ----------- -----------
                                     2/17/97                       B            2,500      $1.00       2,500
- ------------------------------------ --------------- ------------- ------------ ---------- ----------- -----------
                                     1/20/98                       B            2,875      $1.00       2,156
- ------------------------------------ --------------- ------------- ------------ ---------- ----------- -----------
Total for Option Holder                                                         14,375                 13,656
- ------------------------------------ --------------- ------------- ------------ ---------- ----------- -----------
Evans, Richard C.                    2/20/95         1/19/96       B            1,000      $1.00       1,000
- ------------------------------------ --------------- ------------- ------------ ---------- ----------- -----------
                                     9/14/95         1/19/96       B            500        $1.00       500
- ------------------------------------ --------------- ------------- ------------ ---------- ----------- -----------
                                     1/19/96         1/19/06       B            2,000      $1.00       2,000
- ------------------------------------ --------------- ------------- ------------ ---------- ----------- -----------
                                     6/14/96                       B            9,500      $1.00       9,500
- ------------------------------------ --------------- ------------- ------------ ---------- ----------- -----------
                                     2/17/97                       B            3,000      $1.00       3,000
- ------------------------------------ --------------- ------------- ------------ ---------- ----------- -----------
                                     1/20/98                       B            3,000      $1.00       2,250
- ------------------------------------ --------------- ------------- ------------ ---------- ----------- -----------
Total for Option Holder                                                         19,000                 18,250
- ------------------------------------ --------------- ------------- ------------ ---------- ----------- -----------
Ganasky, Dave                        1/20/98                       B            3,000      $1.00       1,500
- ------------------------------------ --------------- ------------- ------------ ---------- ----------- -----------
                                     1/20/98                       B            3,750      $1.00       2,813
- ------------------------------------ --------------- ------------- ------------ ---------- ----------- -----------
Total for Option Holder                                                         6,750                  4,313
- ------------------------------------ --------------- ------------- ------------ ---------- ----------- -----------
Greenland, Robert                    2/17/97                       B            1,000      $1.00       1,000
- ------------------------------------ --------------- ------------- ------------ ---------- ----------- -----------
                                     1/20/98                       B            1,500      $1.00       1,125
- ------------------------------------ --------------- ------------- ------------ ---------- ----------- -----------
Total for Option Holder                                                         2,500                  2,125
- ------------------------------------ --------------- ------------- ------------ ---------- ----------- -----------
Imparato, Nicholas J.                7/10/92                       B            125,000    $0.40       125,000
- ------------------------------------ --------------- ------------- ------------ ---------- ----------- -----------
Total for Option Holder                                                         125,000                125,000
- ------------------------------------ --------------- ------------- ------------ ---------- ----------- -----------

<PAGE>

Jinaraj, Liji                        11/13/98                      B            1,000      $1.00       500
- ------------------------------------ --------------- ------------- ------------ ---------- ----------- -----------
Total for Option Holder                                                         1,000                  500
- ------------------------------------ --------------- ------------- ------------ ---------- ----------- -----------
Kalautt, Judy                         1/20/98                       B            3,000      $1.00       2,250
- ------------------------------------ --------------- ------------- ------------ ---------- ----------- -----------
                                     1/20/98                       B            3,750      $1.00       2,813
- ------------------------------------ --------------- ------------- ------------ ---------- ----------- -----------
Total for Option Holder                                                         6,750                  5,063
- ------------------------------------ --------------- ------------- ------------ ---------- ----------- -----------
Klautt, Warren                       1/20/98                       B            5,000      $1.00       3,750
- ------------------------------------ --------------- ------------- ------------ ---------- ----------- -----------
                                     1/20/98                       B            5,000      $1.00       3,750
- ------------------------------------ --------------- ------------- ------------ ---------- ----------- -----------
Total for Option Holder                                                         10,000                 7,500
- ------------------------------------ --------------- ------------- ------------ ---------- ----------- -----------
Kleinman, Jennifer                   1/29/93         1/19/96       A            750        $0.04       750
- ------------------------------------ --------------- ------------- ------------ ---------- ----------- -----------
                                     10/25/93        1/19/96       B            1,000      $1.00       1,000
- ------------------------------------ --------------- ------------- ------------ ---------- ----------- -----------
                                     2/20/95         1/19/96       B            2,000      $1.00       2,000
- ------------------------------------ --------------- ------------- ------------ ---------- ----------- -----------
                                     9/14/95         1/19/96       B            1,500      $1.00       1,500
- ------------------------------------ --------------- ------------- ------------ ---------- ----------- -----------
                                     1/19/96         1/19/96       A            3,000      $1.00       3,000
- ------------------------------------ --------------- ------------- ------------ ---------- ----------- -----------
                                     6/14/96                       B            8,500      $1.00       8,500
- ------------------------------------ --------------- ------------- ------------ ---------- ----------- -----------
                                     2/17/97                       B            3,200      $1.00       3,200
- ------------------------------------ --------------- ------------- ------------ ---------- ----------- -----------
                                     1/20/98                       B            4,000      $1.00       3,000
- ------------------------------------ --------------- ------------- ------------ ---------- ----------- -----------
Total for Option Holder                                                         23,950                 22,950
- ------------------------------------ --------------- ------------- ------------ ---------- ----------- -----------
Litster, Andre N.                    1/19/96         1/19/96       B            500        $1.00       500
- ------------------------------------ --------------- ------------- ------------ ---------- ----------- -----------
                                     6/14/96                       B            10,000     $1.00       10,000
- ------------------------------------ --------------- ------------- ------------ ---------- ----------- -----------
                                     2/17/97                       B            2,500      $1.00       2,500
- ------------------------------------ --------------- ------------- ------------ ---------- ----------- -----------
                                     1/20/98                       B            1,000      $1.00       750
- ------------------------------------ --------------- ------------- ------------ ---------- ----------- -----------
Total for Option Holder                                                         14,000                 13,750
- ------------------------------------ --------------- ------------- ------------ ---------- ----------- -----------

<PAGE>

Oldham, June Ann                     2/20/95         1/19/96       B            500        $1.00       500
- ------------------------------------ --------------- ------------- ------------ ---------- ----------- -----------
                                     9/14/95         1/19/96       B            1,000      $1.00       1,000
- ------------------------------------ --------------- ------------- ------------ ---------- ----------- -----------
                                     1/19/96         1/19/96       B            1,000      $1.00       1,000
- ------------------------------------ --------------- ------------- ------------ ---------- ----------- -----------
                                     6/14/96                       B            12,000     $1.00       12,000
- ------------------------------------ --------------- ------------- ------------ ---------- ----------- -----------
                                     2/17/97                       B            2,500      $1.00       2,500
- ------------------------------------ --------------- ------------- ------------ ---------- ----------- -----------
                                     1/20/98                       B            2,500      $1.00       1,875
- ------------------------------------ --------------- ------------- ------------ ---------- ----------- -----------
Total for Option Holder                                                         19,500                 18,875
- ------------------------------------ --------------- ------------- ------------ ---------- ----------- -----------
Peressini, Bob                       9/14/95         1/19/96       B            3,500      $1.00       3,500
- ------------------------------------ --------------- ------------- ------------ ---------- ----------- -----------
                                     1/19/96         1/19/96       B            2,000      $1.00       2,000
- ------------------------------------ --------------- ------------- ------------ ---------- ----------- -----------
                                     6/14/96                       B            2,000      $1.00       2,000
- ------------------------------------ --------------- ------------- ------------ ---------- ----------- -----------
                                     2/17/97                       B            5,500      $1.00       5,500
- ------------------------------------ --------------- ------------- ------------ ---------- ----------- -----------
                                     1/20/98                       B            5,000      $1.00       3,750
- ------------------------------------ --------------- ------------- ------------ ---------- ----------- -----------
Total for Option Holder                                                         18,000                 16,750
- ------------------------------------ --------------- ------------- ------------ ---------- ----------- -----------
Wagnon, Jay                          1/20/98                       B            1,000      $1.00       750
- ------------------------------------ --------------- ------------- ------------ ---------- ----------- -----------
Total for Option Holder                                                         1,000                  750
- ------------------------------------ --------------- ------------- ------------ ---------- ----------- -----------
White, Larry                         2/20/95         1/19/96       B            2,000      $1.00       2,000
- ------------------------------------ --------------- ------------- ------------ ---------- ----------- -----------
                                     9/14/95         1/19/96       B            3,500      $1.00       3,500
- ------------------------------------ --------------- ------------- ------------ ---------- ----------- -----------
                                     1/19/96         1/19/96       B            5,000      $1.00       5,000
- ------------------------------------ --------------- ------------- ------------ ---------- ----------- -----------
                                     6/14/96                       B            10,000     $1.00       10,000
- ------------------------------------ --------------- ------------- ------------ ---------- ----------- -----------
                                     2/17/97                       B            2,500      $1.00       2,500
- ------------------------------------ --------------- ------------- ------------ ---------- ----------- -----------
                                     1/20/98                       B            1,000      $1.00       750
- ------------------------------------ --------------- ------------- ------------ ---------- ----------- -----------
Total for Option Holder                                                         24,000                 23,750
- ------------------------------------ --------------- ------------- ------------ ---------- ----------- -----------

<PAGE>

Wiggins, Jill                        2/20/95         1/19/96       B            2,000      $1.00       2,000
- ------------------------------------ --------------- ------------- ------------ ---------- ----------- -----------
                                     9/14/95         1/19/96       B            2,500      $1.00       2,500
- ------------------------------------ --------------- ------------- ------------ ---------- ----------- -----------
                                     1/19/96         1/19/96       B            5,000      $1.00       5,000
- ------------------------------------ --------------- ------------- ------------ ---------- ----------- -----------
                                     6/14/96                       B            2,500      $1.00       2,500
- ------------------------------------ --------------- ------------- ------------ ---------- ----------- -----------
                                     2/17/97                       B            1,500      $1.00       1,500
- ------------------------------------ --------------- ------------- ------------ ---------- ----------- -----------
                                     1/20/98                       B            4,000      $1.00       3,000
- ------------------------------------ --------------- ------------- ------------ ---------- ----------- -----------
Total for Option Holder                                                         17,500                 16,500
- ------------------------------------ --------------- ------------- ------------ ---------- ----------- -----------
Totals                                                                          443,325                428,107
- ------------------------------------ --------------- ------------- ------------ ---------- ----------- -----------
</TABLE>

2.   Stock Pledge and Security Agreement Pursuant to a Stock Pledge and Security
     Agreement between Cooper Capital,  LLC and Riverview Financial Corp., dated
     effective  January 1, 2001,  and  acknowledged  and  joindered by Park City
     Group,  Park City Group may be required,  under certain  circumstances,  to
     deliver to Cooper Capital,  LLC stock certificates  representing  shares of
     stock  of Park  City  Group  in  addition  to those  already  delivered  by
     Riverview to Cooper  Capital  pursuant to the Pledge  Agreement.  A copy of
     this agreement has been provided to AmeriNet.


3.   Obligation to Issue Stock to Wm. Dunlavy.  William Dunlavy,  an employee of
     Fresh Market Manager, LLC, has indicated that he may be entitled to certain
     interests  in  Fresh  Market  Manager  in  connection   with  that  certain
     Employment Agreement between Mr. Dunlavy and Fresh Market Manager, dated as
     of July 1, 1999 (a copy of which has been provided to  AmeriNet).  Although
     Park City Group  disagrees that Mr. Dunlavy is entitled to any interests in
     Fresh Market Manager,  Park City Group may issue shares of its common stock
     to Mr.  Dunlavy in exchange for any interests Mr. Dunlavy may have in Fresh
     Market Manager.

4.   Obligation to Issue  Preferred  Stock upon  Conversion of  Indebtedness  to
     Riverview Financial Corp. See Exhibit  3.1.D(5), (7) and (8).

5.   Convertible  Series  A  Preferred  Stock.  Pursuant  to  a  Certificate  of
     Designation of Preferences of Series A Convertible  Preferred Stock of Park
     City Group,  Inc., Park City Group is obligated to reserve a certain number
     of shares of Series A Preferred  Stock,  as well as a sufficient  number of
     shares of Park City Group  Common Stock  issuable  upon  conversion  of the
     Series A  Convertible  Preferred  Stock.  Pursuant  to the  Certificate  of
     Designation,  Park City Group is obligated to convert outstanding shares of
     Series A Convertible  Preferred Stock into common stock of Park City Group,
     at the option of the holders of such Series A Convertible Preferred Stock.


<PAGE>

                                 EXHIBIT 3.1.D
                ACCEPTABLE LIABILITIES AND PERMITTED ENCUMBRANCES

1.       Services Owed

- ------------------------------------------------------- ---------------------
CUSTOMER                                                AMOUNT
- ------------------------------------------------------- ---------------------
3COM                                                    $250,000.00
AHOLD                                                   $18,863.48
BATH & BODY WORKS                                       $51,866.38
BIG DOG SPORTS WEAR                                     $11,285.31
BISCUITVILLE                                            $8,532.61
BOOTS                                                   $124,241.25
BUSCH ENTERTAINMENT                                     $55,533.33
CRATE & BARREL (EURO-MARKET)                            $583.33
FOOT ACTION USA                                         $4,684.25
HOLIDAY COMPANY                                         $300.00
HOME DEPOT                                              $27,837.83
MARTIN & BAILY                                          $8,435.00
MURRAY'S DISCOUNT AUTO                                  $10,565.63
PACIFIC SUNWEAR                                         $12,749.82
PEACOCK                                                 $50,967.15
PIGGLY WIGGLY                                           $26,661.51
SHEETZ INC.                                             $70,698.58
UNIVERSAL STUDIOS                                       $5,195.31
VICTORIA SECRET                                         $5,236.32
WAWA                                                    $103,349.33
WILLIAM SONOMA                                          $6,325.24

TOTAL                                                   $853,911.66
                                                        -----------

2.  Accounts Payable

- ------------------------------------------------------- ----------------------
VENDOR                                                  AMOUNT
- ------------------------------------------------------- ----------------------
AFCO                                                    $8,101.92
AMERICAN EXPRESS                                        $37,660.98
ANDERSON LUMBER                                         $23.94
AT&T METROCALL                                          $21.29
AVATAR MOVING SYSTEMS                                   $335.50
CHUCK ROE                                               $519.21
SAVAS GREEN & COMP.                                     $26,404.82
UNICYN FUNDING GROUP                                    $317.54
DFS ACCEPTANCE                                          $125.45
HELLO DIRECT                                            $361.98
FENWICK & WEST                                          $3,035.62
FEDERAL EXPRESS                                         $535.84
FIRST EQUIPMENT COMP.                                   $554.48
RANDY FIELDS                                            $3,011.65
FLUID TECHNOLOGY INC.                                   $79.69
FORBES MAGAZINE                                         $119.89
GREAT AMERICAN LEASING                                  $186.67
HARTZOG CONGER & CASON                                  $8,971.67
JONES, WALDO, HOLBROOK                                  $55.50
MAXIM GROUP                                             $4,000.00
THE MAIL MUCKERS                                        $98.44
MADSON & METCALF                                        $5,538.04
QUESTAR                                                 $148.36
NEWSPAPER AGENCY CORP.                                  $478.80
NETWORKWISE, INC.                                       $135.00
PARK RECORD                                             $32.00
PLATINUM SOFTWARE                                       $748.07
QUEST SOFTWARE                                          $175.00
SNELL & WILMER                                          $2,185.10
SPAN SYSTEMS                                            $35,200.00
SUMMIT SELF-STORAGE                                     $440.00
SWIRE COCA-COLA, USA                                    $134.32
TEL AMERICA                                             1,955.70
QWEST                                                   $3,797.41
PARK CITY MAIN STREET MALL                              $11,717.58
WAXIE SANITARY SUPPLY                                   $121.08
WINN DIXIE                                              $200.00

TOTAL                                                   $157,528.54
                                                        ------------

<PAGE>

3.   $150,000 Bank One Grid Promissory Note,  issued by Park City Group November
     17,  2000,  to be repaid at an annual  interest  rate of 1% above the Prime
     Rate, as announced by Bank One.  Interest  shall be paid monthly,  with all
     outstanding  principal and accrued interest due and payable on November 17,
     2001.  This Note is secured by all of Park City Group's  accounts with Bank
     One.

4.   $2,750,000  Cooper Capital,  L.L.C.  Promissory  Note,  issued by Park City
     Group April 5, 2001 and effective  January 1, 2001 (in conjunction with the
     Master  Agreement  described on Exhibit  3.1.F),  to be repaid at an annual
     interest rate of 10% per annum.  Interest is payable monthly. $1 million in
     principal is due  December 20, 2001;  $500,000 in principal is due June 20,
     2002;  the  outstanding  balance of principal  and accrued  interest is due
     December 20, 2002.

5.   $1,110,713.88  Riverview  Financial Corp.  Promissory Note,  issued by Park
     City Group on April 5, 2001 in favor of Riverview  Financial  Corp.,  to be
     repaid at an annual  interest rate of 10%.  Principal and accrued  interest
     are due and payable in full on December 31, 2002. Riverview Financial Corp.
     has the right to convert this note into Park City Group  preferred stock at
     any time.

6.   $250,000 Bank One Promissory Note, representing a revolving line of credit,
     originally  issued by Fresh Market Manager,  LLC, a subsidiary of Park City
     Group, in favor of Bank One, Utah, N.A., on April 10, 2001, to be repaid at
     a variable  interest rate, with outstanding  principal and accrued interest
     due and  payable  on March 10,  2002.  Interest  is payable  monthly.  This
     obligation,  originally  guaranteed by Park City Group, has been assumed by
     Park City Group on behalf of Fresh Market Manager.

7.   $1,675,000  Riverview Financial Corp.  Promissory Note, issued by Park City
     Group on  January  1, 2000 in favor of  Riverview  Financial  Corp.,  to be
     repaid at an annual interest rate of 8%. Principal and accrued interest are
     due and payable in full on December 31, 2002. Riverview Financial Corp. has
     the right to convert this note into Park City Group  preferred stock at any
     time.

8.   $475,000  Riverview  Financial Corp.  Promissory Note,  issued by Park City
     Group on  January  1, 2000 in favor of  Riverview  Financial  Corp.,  to be
     repaid at an annual interest rate of 8%. Principal and accrued interest are
     due and payable in full on December 31, 2002. Riverview Financial Corp. has
     the right to convert this note into Park City Group  preferred stock at any
     time.

9.   $250,000  3COM Note,  issued by Park City Group on or around May 18,  1998,
     pursuant  to which  note Park City  Group is  obligated  to provide to 3COM
     Corporation  certain services valued at approximately  $250,000 in exchange
     for services provided to Park City Group by 3COM,  pursuant to a Partnering
     Agreement  between Park City Group and 3COM,  dated May 18,  1998.  Because
     3COM has failed to satisfy  its  obligations  to Park City Group  under the
     Partnering Agreement,  Park City Group does not believe that it is, or will
     become,  obligated to provide  these  services or repay the note;  however,
     this position has not been confirmed in writing.



<PAGE>


10.  UCC Liens
<TABLE>
<S>                <C>               <C>               <C>                        <C>                     <C>
- ---------------- ------------------ --------------- --------------------------- ------------------------ -----------------------
RECORD NUMBER    EXPIRATION DATE    FILING DATE     SECURED PARTY               COLLATERAL               CURRENT STATUS
- ---------------- ------------------ --------------- --------------------------- ------------------------ -----------------------
00674402         03/27/2005         03/27/2000      Bank One Commercial Loan    All Securities,          Obligation Outstanding
                                                                                Commodity Contracts,
                                                                                Financial Assets
- ---------------- ------------------ --------------- --------------------------- ------------------------ -----------------------
95461979         11/22/2005         11/22/1995      Silicon Valley Bank         All Goods, Equipment,    Obligation Assigned
                                                                                Inventory and C/R        to Riverview
                                                                                                         Financial Corp.
- ---------------- ------------------ --------------- --------------------------- ------------------------ -----------------------
96512594         03/20/2001         03/20/1996      AT&T Capital Leasing        Equipment/Lease          Obligation Satisfied
                                                                                #00522104
- ---------------- ------------------ --------------- --------------------------- ------------------------ -----------------------
96531651         08/13/2001         08/13/1996      Sanwa Leasing Corporation   5 Dim Pentium Computers  Obligation Satisfied
- ---------------- ------------------ --------------- --------------------------- ------------------------ -----------------------
97554728         02/18/2002         02/18/1997      Leasetec Corporation        Electronic Data          Obligation Satisfied
                                                                                Processing Equipment
- ---------------- ------------------ --------------- --------------------------- ------------------------ -----------------------
97555594         02/24/2002         02/24/1997      First Equipment             Equipment Listed         Obligation Satisfied
                                                    Company/Trans-america
                                                    Business Credit
- ---------------- ------------------ --------------- --------------------------- ------------------------ -----------------------
</TABLE>

11.  See Exhibit 3.1.M, Note 11, "Commitments and Contingencies."

12.  See Exhibit 3.1.B.4(2), "Stock Pledge and Security Agreement."

13.  See Exhibit 3.1.E, "Tax Obligations and Liens."


<PAGE>

                                      3.1.E
                            TAX OBLIGATIONS AND LIENS

1.  Unpaid Federal, State, Local and Foreign Taxes

    a.    California  Corporate  Franchise  Tax.  Riverview  Financial  Corp., a
          significant  shareholder  of Park  City  Group,  is  currently  in the
          process  of paying  its State of  California  annual  franchise  taxes
          outstanding for 1999 for Riverview  Financial  Corp.,  Park City Group
          and other subsidiaries of Riverview which are qualified to do business
          in California.

    b.    Outstanding Federal Tax Obligations.  For estimated federal income tax
          obligations  owed by Park City  Group for 1999 and 2000,  see  Exhibit
          3.1.M,  Note 2, "Income Taxes." Park City Group has not yet filed 2000
          federal income tax returns.  Park City Group may file amended  federal
          income tax returns for 1999.

2.  Consolidated Tax Returns, State and Federal

          Park City Group files a consolidated federal tax return with Riverview
          Financial  Corp.  and the  following  subsidiaries  of  Riverview:  MF
          Holdings,  Inc.,  LPB  Holdings,  Inc., La Petite  Boulangerie,  Inc.,
          Fields Aviation, Inc., Fields Petroleum, Inc., and FSG Holdings, Inc.

          In addition,  Park City Group filed consolidated income tax returns in
          the  following  states for 1999 with  Riverview  Financial  Corp.,  MF
          Holdings, Inc., LPB Holdings, Inc., La Petite Boulgerie,  Inc., Fields
          Aviation,  Inc.,  Fields  Petroleum,  Inc.  and  FSG  Holdings,  Inc.:
          Arizona,    California,    Florida,   Georgia,   Illinois,   Kentucky,
          Massachusetts,  Michigan,  Minnesota,  Missouri, New Jersey, New York,
          North  Carolina,   Ohio,  Oklahoma,   Pennsylvania,   South  Carolina,
          Tennessee, Texas, Utah, Virginia, and Wisconsin.

          In 1998, Park City Group filed  consolidated  state income tax returns
          in the following  states with the same entities listed in the previous
          sentence:   Arizona,    California,    Florida,   Georgia,   Illinois,
          Massachusetts,  Michigan,  Minnesota,  Missouri, New Jersey, New York,
          North Carolina, Ohio, Oklahoma,  Pennsylvania,  South Carolina, Texas,
          Utah, Virginia, and Wisconsin.

3.  Tax Indemnity, Sharing or Allocation Agreements

          Tax Allocation  and  Indemnification  Agreement.  Park City Group is a
          party to a Tax Allocation and Indemnification  Agreement,  dated March
          5, 1993,  originally by and between Riverview  Financial  Corporation,
          Mrs.  Fields  Inc.  and MF  Holdings,  Inc.,  a copy of which has been
          provided to AmeriNet.

4.  Tax-Related Security Interests

         None


<PAGE>



                                  EXHIBIT 3.1.F
                    PARK CITY GROUP SUBSIDIARIES, AFFILIATES
                         AND INTERESTS IN OTHER ENTITIES

1.   Fresh Market Manager.  Fresh Market Manager,  LLC, a Utah limited liability
     company,  is a wholly-owned  subsidiary of Park City Group,  subject to the
     potential interest of Will Dunlavy in Fresh Market Manager, as described in
     Exhibit 3.1.B.4(3).

     a.   Acquisition of Cooper Capital's  Membership  Interests in Fresh Market
          Manager, LLC.

          Master Agreement;  Assignment and Assumption of Membership  Interests.
          Pursuant to a Master  Agreement  between  Cooper  Capital,  LLC, Fresh
          Market Manager,  LLC, Riverview  Financial Corp., Park City Group, and
          Randall  K.  Fields,  dated  effective  January  1, 2001 (the  "Master
          Agreement," a copy of which has been provided to AmeriNet), as well as
          an Assignment  and  Assumption of Membership  Interest  between Cooper
          Capital,  LLC, Fresh Market Manager,  LLC, Park City Group and Randall
          K. Fields, dated effective January 1, 2000 (the "Cooper Assignment," a
          copy of which has been provided to AmeriNet), Park City Group acquired
          all of Cooper Capital's 50% interest in Fresh Market Manager, LLC.

          The  Master  Agreement   includes   certain  business   covenants  and
          obligations  of Park  City  Group and Fresh  Market  Manager,  such as
          covenants  related  to  the  operation  of the  respective  companies'
          business,  executive compensation,  related party transactions,  stock
          dividends and distributions,  liens and indebtedness, as well as other
          covenants.  Pursuant  to the  Cooper  Assignment,  Park City Group and
          Fresh Market  Manager are subject to certain  business  covenants  and
          obligations, similar to those included in the Master Agreement.

          Cooper  Capital Note.  Park City Group acquired  Cooper  Capital's 50%
          interest in Fresh Market Manager, LLC in exchange for $1,110,713.88 in
          cash  loaned to Park  City  Group by  Riverview  Financial  Corp.  and
          transferred  to Cooper  Capital (see Exhibit  3.1.D (5)) and a Secured
          Promissory  Note  issued by Park City  Group to Cooper  Capital in the
          principal amount of $2,750,000,  (See Exhibit 3.1.D (4).) (The "Cooper
          Capital  Note").  As security for the Cooper  Capital Note,  Park City
          Group has  pledged all of the  membership  interests  in Fresh  Market
          Manager,  LLC to Cooper  Capital,  pursuant to a  Membership  Interest
          Pledge and Security  Agreement  between  Cooper  Capital and Park City
          Group and dated  effective  January 1, 2001,  a copy of which has been
          provided to AmeriNet.  Pursuant to the Membership  Interest Pledge and
          Security  Agreement,  Park City  Group and Fresh  Market  Manager  are
          subject to certain  business  covenants  and  obligations,  similar to
          those included in the Master Agreement.

          Stock Pledge and Security  Agreement.  As additional  security for the
          Cooper Capital Note,  Riverview Financial Corp. pledged certain of its
          shares of Park City Group to Cooper  Capital,  LLC pursuant to a Stock
          Pledge and Security Agreement (the "Stock Pledge  Agreement")  between
          Cooper Capital,  LLC and Riverview  Financial Corp. to which agreement
          Park City Group executed a Joinder Acknowledgement and Agreement, also
          dated effective  January 1, 2001, copies of which agreements have been
          provided AmeriNet.

<PAGE>

          Pursuant to a Stock Pledge Agreement, Park City Group may be required,
          under certain  circumstances,  to deliver to Cooper Capital, LLC stock
          certificates  representing  shares  of  stock  of Park  City  Group in
          addition to those  already  delivered by  Riverview to Cooper  Capital
          pursuant to the Pledge Agreement.  In addition,  pursuant to the Stock
          Pledge Agreement, Riverview and Park City Group are subject to certain
          business  covenants and obligations,  similar to those included in the
          Master Agreement.

          Guaranty.  As additional  security for the Cooper Capital Note,  Fresh
          Market  Manager,  Riverview,  Randall K. Fields and William D. Dunlavy
          (each, a "Guarantor,"  and collectively  the  "Guarantors")  entered a
          Guaranty  Agreement,  dated as of  January  1, 2001 (the  "Guaranty"),
          pursuant to which the  Guarantors,  jointly and severally,  guaranteed
          the satisfaction of all Park City Group's obligations under the Cooper
          Capital Note. Pursuant to the Guaranty, any debt or obligation owed by
          Park City Group to a Guarantor is  subordinated  to the obligations of
          Park City Group to Cooper Capital under the Cooper Capital Note,  with
          the  exception of a working  capital  revolver  for ordinary  business
          purposes of up to $1,000,000  provided Park City Group by Riverview or
          Mr.  Fields,  as long as no event of default under the Cooper  Capital
          Note exists. Under the Guaranty, the Guarantors are subject to certain
          business  covenants and  obligations  similar to those included in the
          Master  Agreement.  The Guaranty is secured by much of the same assets
          which  collateralize  the Cooper Capital Note and other obligations of
          Park City Group to Cooper  Capital.  A copy of the  Guaranty  has been
          provided to AmeriNet.

     b.   Acquisition of Randall K. Field's Membership Interests in Fresh Market
          Manager, LLC. Randall K.

          Fields transferred his entire 50% membership  interest in Fresh Market
          Manager to Riverview  Financial  Corp.  pursuant to an Assignment  and
          Assumption of Membership Interest between Randall K. Fields, Riverview
          Financial  Corp.  and Park City Group,  dated April 5, 2001. A copy of
          this Agreement has been provided to AmeriNet.

          Pursuant  to an  Assignment  and  Assumption  of  Membership  Interest
          between  Riverview  Financial  Corp.  and Park City Group,  also dated
          April 5, 2001 (a copy of which has been  provided to  AmeriNet),  Park
          City Group then  acquired  all of  Riverview's  50%  interest in Fresh
          Market  Manager,  LLC, making Park City Group the sole member of Fresh
          Market Manager.

2.   Other  Park City  Group  Affiliates.  Park City  Group is a  subsidiary  of
     Riverview Financial Corp., a California corporation, and is affiliated with
     several  subsidiaries  of  Riverview,  including  LPB  Holdings,  Inc.,  MF
     Holdings, Inc., La Petite Boulangerie,  Inc., Fields Aviation, Inc., Fields
     Petroleum, Inc. and FSG Holdings, Inc.



<PAGE>



                                 EXHIBIT 3.1.G.5
                                EMPLOYEE BENEFITS

1.   Benefit  Plans.  The  following  benefits are provided to employees of Park
     City Group who are regular full-time employees working thirty or more hours
     per week and who have been  employed  by Park  City  Group for at least one
     month:
- ------------------------------------------------ ----------------------
Benefit                                          Provider
- ------------------------------------------------ ----------------------
Medical Insurance                                 United Health Care*
Dental Insurance                                  The Principal Financial Group
Voluntary Life Insurance                          UNUM
Life Insurance                                    Prudential
Long Term Disability Insurance                    Prudential
401(k) Retirement Savings Plan                    The Principal Financial Group


*    It is  anticipated  that in June 2001 Park City Group's  medical  insurance
     provider will change to Blue Cross and Blue Shield of Utah.


<PAGE>



                                 EXHIBIT 3.1.H.2
                               MATERIAL CONTRACTS

1.   Park City Group has executed agreements with the following customers, which
     agreements  are  currently  in effect  and  copies of which  have been made
     available to AmeriNet.

AHOLD
Bath & Body Works Big Dog Sports Wear Bi-Lo Chevron Products Company G & G Oil
Haggar Clothing Holiday Company Home Depot Limited, Inc.
Pacific Sunwear
Piggly Wiggly
The Right Start
Victoria Secret
WAWA
William Sonoma
Winn-Dixie

2.   Overhead Sharing and Referral  Agreement.  Park City Group is a party to an
     Overhead  Sharing and Referral  Agreement with its subsidiary  Fresh Market
     Manager,  LLC,  dated May 7,  1999,  a copy of which has been  provided  to
     AmeriNet. See Exhibit 3.1.M, Note 9(a), and Exhibit 3.1.O(2).

3.   Acquisition of Fresh Market Manager

         See Exhibit 3.1.F and agreements described therein.

4.   Employee Compensation and Benefit Plans

     a.   See Exhibit 3.1.G.5.

     b.   Randall K. Fields Employment Agreement.  Park City Group currently has
          an  employment  agreement  with  its  president  and  chief  executive
          officer,  Randall K. Fields, dated effective January 1, 2001. The term
          of this agreement is five years, with automatic one-year renewals. Mr.
          Fields' Employment Agreement is not terminable on thirty days' notice.

          Mr.  Fields'  Employment  Agreement  provides  for (1) an annual  base
          salary of $350,000,  subject to annual cost of living increases of 5%;
          (2) use of a company vehicle;  (3) a term life insurance policy for at
          least  $10,000,000  with  the  beneficiary   determined  at  his  sole
          discretion;  and (4)  employee  benefits  provided  to Park City Group
          employees generally, among other benefits.  Pursuant to the agreement,
          Mr.  Fields is  entitled to a bonus of 5% of the  consolidated  and/or
          combined  annual profits before income taxes,  interest,  depreciation
          and   amortization   of  Park  City  Group  and  its   affiliates  and
          subsidiaries beginning the year ended December 31, 2001. Mr. Fields is
          also entitled to an additional bonus equal to 5% of the  consideration
          paid for any  business  acquired by Park City Group during the term of
          the Employment Agreement.

          The agreement  provides  that the Company may  terminate  Mr.  Fields'
          employment  only for  cause.  Mr.  Fields may elect to  terminate  his
          employment  in the  event  of a  change  in  control.  If Mr.  Fields'
          employment  is  terminated  following a change in control of Park City
          Group,  Mr.  Fields  will  receive  as  severance  the  balance of his
          compensation through the end of the then current term of the agreement
          at the rate that  would  have been in effect in the fifth  year of the
          agreement as if it were the current rate of compensation. In addition,
          he will receive the previously  described annual 5% bonus equal to the
          bonus for the immediately preceding year for the remaining term of the
          agreement.  If Mr. Fields  terminates  his  employment  for good cause
          consisting  of Park City  Group's  material  breach of the  Employment
          Agreement,  he  will  receive  severance  and  bonus  compensation  as
          previously  described in the event of a change in control.  During the
          term of his employment as chairman of Park City Group, Mr. Fields will
          be elected to the position of director,  pursuant to this Agreement. A
          copy of this Agreement has been provided to AmeriNet.

<PAGE>

    c.    William D. Dunlavy Employment Agreement.  Fresh Market Manager, LLC, a
          subsidiary of Park City Group,  currently has an employment  agreement
          with its executive vice president and chief operating officer, William
          D. Dunlavy,  dated  effective July 1, 1999. The term of this agreement
          is  one  year,  with  automatic  one-year   renewals.   Mr.  Dunlavy's
          employment  agreement  provides  for an initial  annual base salary of
          $115,000.  On a quarterly  basis, Mr. Dunlavy is entitled to receive a
          cash  bonus  equal to 1% of the  revenues  collected  by Fresh  Market
          Manger and generated by certain  licenses or similar fees. Mr. Dunlavy
          is  entitled  to an  annual  cash  bonus  equal to 1% of Fresh  Market
          Manager's  "recurring  revenues"  collected by Fresh  Market  Manager,
          subject to certain  adjustments.  In addition,  following  each of the
          first five full years that Mr. Dunlavy is an employee,  he is entitled
          to a 1%  unvested  interest  in the  ownership  units of Fresh  Market
          Manager, which interests vest on the earlier of the fourth anniversary
          of their issuance or the occurrence of certain events.  These unvested
          interests are subject to forfeiture upon  termination of Mr. Dunlavy's
          employment,   and  are  subject  to  various  transfer   restrictions,
          including  a right  of first  refusal  in Fresh  Market  Manager.  Mr.
          Dunlavy is entitled to those employee  benefits  provided to employees
          of Fresh Market Manger  generally.  Either Fresh Market Manager or Mr.
          Dunlavy may terminate the employment agreement, with or without cause,
          upon thirty days' notice.

     d.   Contingent  Bonus for N. Krishnan.  On March 27, 2001, Park City Group
          agreed to pay to  Narayan  Krishnan,  Secretary  and  Chief  Financial
          Officer of Park City  Group,  a bonus of $15,000  upon (1)  successful
          completion  of Park City  Group's  1998,  1999 and 2000 audits and (2)
          consummation  of the transaction  contemplated  by the  Reorganization
          Agreement.

    e.    Charles D. Roe  Consulting  Agreement.  On March 28,  2001,  Park City
          Group entered a consulting  agreement  with Mr. Roe,  which  agreement
          will  expire  of its own  terms  on May  31,  2001,  a copy  of  which
          agreement has been provided to AmeriNet.

5.  Personal Property Leases

    a.    First Equipment Company Lease.  Pursuant to Master Lease Number E12379
          between  First  Equipment  Company  Lease and Park City  Group,  dated
          December 1, 1994,  Park City Group leases  equipment used by Park City
          Group  in  its  business   operations.   Monthly  lease  payments  are
          approximately $502. This lease will expire on February 1, 2003.

    b.    Dell Financial  Services  Lease.  Pursuant to Lease No.  001758769-001
          between Dell Financial  Services and Park City Group,  dated April 28,
          1998, Park City Group leases certain computer hardware.  Monthly lease
          payments are  approximately  $115. This lease will expire on April 28,
          2001.

    c.    National Lan Exchange  Lease.  Pursuant to a lease  agreement  between
          Park  City  Group  and   National  Lan   Exchange/Commercial   Capital
          Corporation,  Park City Group leases  certain  equipment and software.
          Monthly lease payments are approximately  $300. This lease will expire
          on approximately November 20, 2001.

    d.    Great America Lease.  Pursuant to a Lease  Agreement dated December 1,
          2000 between Park City Group and Great  America  Leasing  Corporation,
          Park City Group  leases copy  machines.  Monthly  lease  payments  are
          approximately  $165.  This lease will  expire on  December  12,  2003.
          Copiers  For Less also  provides  service  and  maintenance  for these
          copiers,  the cost of which is  included in the Lease  Agreement  with
          Great America Lease for the first year of the Lease Agreement.

<PAGE>

6.  Indemnification or Guarantee Agreements Out of Ordinary Course

    a.    Pursuant to the Master Agreement, (see Exhibit 3.1.F), Park City Group
          has  agreed  to   indemnify   Cooper   Capital,   LLC  under   certain
          circumstances.

    b.    Pursuant to the First  Amended and  Restated  Operating  Agreement  of
          Fresh Market Manager,  LLC, dated April 5, 2001,  Fresh Market Manager
          is obligated to indemnify  the manager of Fresh Market  Manager  under
          certain circumstances.

    c.    Park  City  Group  is in  the  process  of  executing  indemnification
          agreements with most of its officers and directors.

    d.    Many licensing  agreements to which Park City Group is a party (all of
          which  have  been made  available  to  counsel  to  AmeriNet)  include
          standard intellectual property indemnification provisions.

7.   Agreements for Disposition or Acquisition of Assets Not in Ordinary Course,
     or for Interest in Business Entity

         See Exhibit 3.1.F.

8.   Agreements Related to Borrowing of Money or Extension of Credit,  including
     Guaranties

    a.    See  Exhibit  3.1.D(3)-(8)  "Acceptable  Liabilities  and  Permitted
          Encumbrances."

    b.    See Exhibit 3.1.D(9) "UCC Liens."

9.   Distribution, Joint Marketing or Development Agreements

         See Exhibit 3.1.O(2).

10.  Potential Default  See Exhibit 3.1.M (Financial Statements, Note 4, "Note
     Payable").

11.  Other Material Agreements

    a.    Stock   Option   Plans  and   Agreements.   See  Exhibit   3.1.B.4(1),
          "Outstanding Options to Purchase Park City Group Common Stock."

    b.    Note Conversion Agreement, dated June 8, 2001, between Park City Group
          and Riverview Financial Corp.


<PAGE>

                                 EXHIBIT 3.1.I.2
                           EXISTING INSURANCE POLICIES

1.   Insurance  Policies.  The  following  table  sets forth all Park City Group
     insurance policies in effect.
<TABLE>
<S>                                <C>                                    <C>              <C>            <C>
- --------------------------------- -------------------------------------- ---------------- -------------- -------------
Insurance Type                    Carrier                                Policy #         Premium        Term
- --------------------------------- -------------------------------------- ---------------- -------------- -------------
Homeowners                        Pacific Indemnity                      11525316-02      $1,854         5-14-00/01
Automobile                        Federal Insurance Co.                  11506206-03      $4,919         5-14-00/01
Excess                            Federal Insurance Co.                  11506206-04      $876           5-14-00/01
Commercial Package                Federal Insurance Co.                  3531-99-25       $11,461        8-15-00/01
Automobile                        Federal Insurance Co.                  7320-68-94       $473           8-15-00/01
Foreign                           Great Northern Ins. Co.                3535-62-85       $2,660         8-15-00/01
Workers Compensation              W/C Fund of Utah                       1926787          $3,408         8-15-00/01
Workers Compensation              Legion Insurance Co.                   WC61213397       $403           8-15-00/01
Excess Liability                  Federal Insurance Co.                  7972-18-15       $6,236         8-15-00/01
Directors & Officers Liability    National Union                         473-82-51        $20,000        11-1-00/01
Fiduciary Liability               National Union                         473-82-68        $1,500         11-1-00/01

</TABLE>

2.  Claims made under any Park City Group insurance policy

         None


<PAGE>



                                  EXHIBIT 3.1.J
                              INTELLECTUAL PROPERTY

The following describe Intellectual Property either owned or controlled by Park
City Group:

1.  U.S. Patents held of record by Park City Group
<TABLE>
<S>                                                 <C>                 <C>
- -------------------------------------------------- ------------------- -----------------------------------------------
Patent Title                                       U.S. Patent No.     Status and Remarks
- -------------------------------------------------- ------------------- -----------------------------------------------
System and method for creating, processing, and    5,410,646           Issued 25 April 1995; Park City Group, Inc.
storing forms electronically                                           listed as Assignee
- -------------------------------------------------- ------------------- -----------------------------------------------
Agent-based multithreading application             5,421,013           Issued 30 May 1995; Park City Group, Inc.
programming interface                                                  listed as Assignee
- -------------------------------------------------- ------------------- -----------------------------------------------
Business demand projection system and method       5,459,656           Issued 17 Oct. 1995; Park City Group, Inc.
                                                                       listed as Assignee
- -------------------------------------------------- ------------------- -----------------------------------------------
Data management using nested records and code      5,634,123           Issued 27 May 1997; Park City Group, Inc.
points                                                                 listed as Assignee
- -------------------------------------------------- ------------------- -----------------------------------------------
Automated post office based rule analysis of       6,073,142           Issued 6 June 2000; Park City Group listed as
e-mail messages, etc.                                                  Assignee
- -------------------------------------------------- ------------------- -----------------------------------------------
System and Method for Estimating Business Demand   5,712,985           Continuation of Patent No. 5,459,656
Based on Business Influences
- -------------------------------------------------- ------------------- -----------------------------------------------

2.  U. S. Patents held of record by Mrs. Fields Software Group, Inc.

- -------------------------------------------------- ------------------- -----------------------------------------------
Patent Title                                       U.S. Patent No.     Status and Remarks
- -------------------------------------------------- ------------------- -----------------------------------------------
* Product demand system and method                 5,299,115           Issued 29 March 1994; Mrs. Fields Software
                                                                       Group Inc. listed as Assignee.
- -------------------------------------------------- ------------------- -----------------------------------------------

3.  U.S. Patents held of record by Mrs. Fields, Inc.

- -------------------------------------------------- ------------------- -----------------------------------------------
Patent Title                                       U.S. Patent No.     Status and Remarks
- -------------------------------------------------- ------------------- -----------------------------------------------
* System and Method for Making Staff Schedules,    5,111,391           Issued 5 May 1992, Mrs. Fields, Inc. listed
Etc.                                                                   as Assignee.
- -------------------------------------------------- ------------------- -----------------------------------------------

</TABLE>

*    Assigned  by Mrs.  Fields,  Inc.  to MFI  Software  Inc.  (formerly  Fields
     Software Group,  Inc.) pursuant to an Exchange  Agreement,  dated April 30,
     1990.  Assigned  by MFI  Software,  Inc.  to Park City Group  pursuant to a
     Master  Agreement,  dated January 1, 1994,  between Mrs. Fields,  Inc., MFI
     Software,  Inc. and Park City Group (the "Master Agreement"),  and a Patent
     Assignment executed by MFI Software, Inc. of even date therewith.


4.   Pursuant to the Master Agreement,  MFI Software assigned to Park City Group
     a patent application entitled "Method of Operating Database Utility," (Case
     No. 354). The current status of this patent is unverified.

<PAGE>

5.  U.S. Trademarks held of record by Park City Group
<TABLE>
<S>                                       <C>                                      <C>
- ---------------------------------------- -------------------------------------- --------------------------------------
Mark                                     U.S. Reg. No. or App. Serial No.       Status and Remarks
- ---------------------------------------- -------------------------------------- --------------------------------------
ACTION GATEKEEPER                        Reg. No. 2,247,985                     Registered.
- ---------------------------------------- -------------------------------------- --------------------------------------
ACTIONBOARD                              Reg. No. 2,030,761                     Registered.
- ---------------------------------------- -------------------------------------- --------------------------------------
PARK CITY GROUP                          Reg. No. 2,012,174                     Registered.
- ---------------------------------------- -------------------------------------- --------------------------------------
PARK CITY GROUP                          Reg. No. 1,996,245                     Registered.
- ---------------------------------------- -------------------------------------- --------------------------------------
PAPER MANAGEMENT                         Reg. No. 1,952,025                     Registered.
- ---------------------------------------- -------------------------------------- --------------------------------------
PAPERLESS MANAGEMENT                     Reg. No. 1,941,453                     Registered.
- ---------------------------------------- -------------------------------------- --------------------------------------

6.  U.S. Trademarks held of record by MFI Software, Inc.

- ---------------------------------------- -------------------------------------- --------------------------------------
Mark                                     U.S. Reg. No.                          Status and Remarks
- ---------------------------------------- -------------------------------------- --------------------------------------
** ROI                                   Reg. No. 1,550,023 registered 1 Aug.   Registered and incontestable; Mrs.
                                         1989                                   Fields Inc. appears to have been

                                                                                original
                                                                                Applicant;
                                                                                TESS
                                                                                record
                                                                                indicates
                                                                                later
                                                                                change
                                                                                of
                                                                                owner
                                                                                name
                                                                                to
                                                                                MFI
                                                                                Software
                                                                                Inc.
- ---------------------------------------- -------------------------------------- --------------------------------------
** FORMMAIL                              Reg. No. 1,550,022 registered 1 Aug.   Registered and incontestable; Mrs.
                                         1989                                   Fields Inc. appears to have been

                                                                                original
                                                                                Applicant;
                                                                                TESS
                                                                                record
                                                                                indicates
                                                                                later
                                                                                change
                                                                                of
                                                                                owner
                                                                                name
                                                                                to
                                                                                MFI
                                                                                Software
                                                                                Inc.
- ---------------------------------------- -------------------------------------- --------------------------------------
</TABLE>

**   Assigned by MFI  Software,  Inc. to Park City Group  pursuant to the Master
     Agreement,  and a Trademark  Assignment  executed by MFI Software,  Inc. of
     even date therewith (the "Trademark Assignment").
<PAGE>

7.   Pursuant  to the  Master  Agreement  and  the  Trademark  Assignment  , MFI
     Software,  Inc. assigned to Park City Group the pending overseas  trademark
     applications  set forth in the table  below.  The  current  status of these
     applications is unverified.

<TABLE>
<S>             <C>                       <C>                                          <C>
- --------------- ------------------------ -------------------------------------------- --------------------------------
Mark            Country                  Application Date                             Application Number
- --------------- ------------------------ -------------------------------------------- --------------------------------
ROI             Greece                   10-31-90                                     101,401
- --------------- ------------------------ -------------------------------------------- --------------------------------
ROI             Italy                    09-18-90                                     23623-C/90
- --------------- ------------------------ -------------------------------------------- --------------------------------
ROI             Japan                    09-28-90                                     109,647/1990
- --------------- ------------------------ -------------------------------------------- --------------------------------
ROI             Spain                    09-07-90                                     1,587,404
- --------------- ------------------------ -------------------------------------------- --------------------------------
ROI             Sweden                   09-05-90                                     90/08078
- --------------- ------------------------ -------------------------------------------- --------------------------------

8.   Pursuant  to  the  Master  Agreement  and  the  Trademark  Assignment,  MFI
     Software,   Inc.  assigned  to  Park  City  Group  the  overseas  trademark
     registrations  set forth in the table  below.  The current  status of these
     trademarks is unverified.

- --------------- ------------------------ -------------------------------------------- --------------------------------
Mark            Country                  Registration Date                            Registration Number
- --------------- ------------------------ -------------------------------------------- --------------------------------
ROI             Austria                  12-10-09                                     133,878
- --------------- ------------------------ -------------------------------------------- --------------------------------
ROI             Benelux                  08-31-90                                     487,100
- --------------- ------------------------ -------------------------------------------- --------------------------------
ROI             Canada                   03-15-91                                     381,510
- --------------- ------------------------ -------------------------------------------- --------------------------------
ROI             Denmark                  02-28-92                                     01.007 1992
- --------------- ------------------------ -------------------------------------------- --------------------------------
ROI             France                   01-26-89                                     1,510,977
- --------------- ------------------------ -------------------------------------------- --------------------------------
ROI             Germany                  11-26-91                                     1,182,506
- --------------- ------------------------ -------------------------------------------- --------------------------------
ROI             Mexico                   09-06-90                                     405,816
- --------------- ------------------------ -------------------------------------------- --------------------------------
ROI             Switzerland              12-05-91                                     387178
- --------------- ------------------------ -------------------------------------------- --------------------------------
ROI             United Kingdom           12-19-88                                     B 1,371,198
- --------------- ------------------------ -------------------------------------------- --------------------------------
</TABLE>

9.  U.S. Copyrights held of record by Park City Group, Inc.
<TABLE>
<S>                      <C>                                                                        <C>
- ----------------------- -------------------------------------------------------------------------- -------------------
Number                  Title                                                                      Date Registered
- ----------------------- -------------------------------------------------------------------------- -------------------
TX-3-817-835            PaperLess Management : installation guide, release 3.0                     16 May 94
- ----------------------- -------------------------------------------------------------------------- -------------------
TX-3-829-211            Messaging plus, release 3.0.                                               9 May 94
- ----------------------- -------------------------------------------------------------------------- -------------------
TX-3-829-214            Flash viewer, release 3.0.                                                 9 May 94
- ----------------------- -------------------------------------------------------------------------- -------------------
TX-3-829-215            PaperLess Management technical reference guide, release 3.0.               9 May  94
- ----------------------- -------------------------------------------------------------------------- -------------------
TX-3-829-216            FormMail, release 3.0.                                                     9 May 94
- ----------------------- -------------------------------------------------------------------------- -------------------
TX-3-829-217            PaperLess foundation, release 3.0.                                         9  May 94
- ----------------------- -------------------------------------------------------------------------- -------------------
TX-3-829-264            Cash sheet & sales reporting, release 3.0.                                 9 May 94
- ----------------------- -------------------------------------------------------------------------- -------------------
TX-3-829-328            PaperLess Management on-line manuals, release 3.0.                         9 May 94
- ----------------------- -------------------------------------------------------------------------- -------------------
TX-3-829-331            PaperLess Management network communications, release 3.0.                  9 May 94
- ----------------------- -------------------------------------------------------------------------- -------------------
TX-3-829-332            PaperLess Management skills appraisal, release 3.0.                        9 May 94
- ----------------------- -------------------------------------------------------------------------- -------------------
</TABLE>

<PAGE>

10.  U.S. Copyrights held of record by Fields Software Group, Inc.
<TABLE>
<S>                      <C>                                                                       <C>
- ----------------------- -------------------------------------------------------------------------- -------------------
Number                  Title                                                                      Date Registered
- ----------------------- -------------------------------------------------------------------------- -------------------
TX-3-243-267            Retail operations intelligence PC/flash report.                            7 Feb. 92
- ----------------------- -------------------------------------------------------------------------- -------------------
TX-3-243-268            Retail operations intelligence PC/computer aided instruction.              7 Feb. 92
- ----------------------- -------------------------------------------------------------------------- -------------------
TX-3-249-381            ROI host reference manual 2.12 : v. 1-3.                                   18 Feb. 92
- ----------------------- -------------------------------------------------------------------------- -------------------
TX-3-249-488***         Retail operations intelligence host/quality, service and cleanliness       7 Feb. 92
                        version 2.0.
- ----------------------- -------------------------------------------------------------------------- -------------------
TX-3-249-489***         Retail operations intelligence PC/inventory, management & analysis         7 Feb. 92
                        version 2.0.
- ----------------------- -------------------------------------------------------------------------- -------------------
TX-3-249-490***         Retail operations intelligence host/recurring expenses version 2.0.        7 Feb. 92
- ----------------------- -------------------------------------------------------------------------- -------------------
TX-3-252-263***         Retail operations intelligence PC/utilities.                               7 Feb. 92
- ----------------------- -------------------------------------------------------------------------- -------------------
TX-3-252-264***         Retail operations intelligence PC/time collection.                         7 Feb. 92
- ----------------------- -------------------------------------------------------------------------- -------------------
TX-3-252-265***         Retail operations intelligence PC/interviewing.                            7 Feb. 92
- ----------------------- -------------------------------------------------------------------------- -------------------
TX-3-255-455***         Retail operations intelligence host/repair & maintenance.                  7 Feb. 92
- ----------------------- -------------------------------------------------------------------------- -------------------
TX-3-255-456            Retail operations intelligence PC/on line manuals.                         7 Feb. 92
- ----------------------- -------------------------------------------------------------------------- -------------------
TX-3-255-457            Retail operations intelligence PC/P & L user's model.                      7 Feb. 92
- ----------------------- -------------------------------------------------------------------------- -------------------
TX-3-255-458***         Retail operations intelligence host/inventory management & analysis.       7 Feb. 92
- ----------------------- -------------------------------------------------------------------------- -------------------
TX-3-255-459***         Retail operations intelligence host/cash & sales reporting.                7 Feb. 92
- ----------------------- -------------------------------------------------------------------------- -------------------
TX-3-255-460***         Retail operations intelligence host/lease abstract.                        7 Feb. 92
- ----------------------- -------------------------------------------------------------------------- -------------------
TX-3-255-461***         Retail operations intelligence PC/skill testing.                           7 Feb.  92
- ----------------------- -------------------------------------------------------------------------- -------------------
TX-3-255-462***         Retail operations intelligence PC/cash & sales reporting.                  7 Feb. 92
- ----------------------- -------------------------------------------------------------------------- -------------------
TX-3-255-463***         Retail operations intelligence PC/production planner.                      7 Feb. 92
- ----------------------- -------------------------------------------------------------------------- -------------------
TX-3-260-713***         Retail operations intelligence PC/labor scheduler, version 2.0.            7 Feb. 92
- ----------------------- -------------------------------------------------------------------------- -------------------
TX-3-260-715            ROI PC reference manual, version 2.0.                                      14 Feb. 92
- ----------------------- -------------------------------------------------------------------------- -------------------
TX-3-261-734            ROI host technical reference manual.                                       14 Feb. 92
- ----------------------- -------------------------------------------------------------------------- -------------------
TX-3-263-552            ROI PC technical reference manual.                                         14 Feb. 92
- ----------------------- -------------------------------------------------------------------------- -------------------
TX-3-267-720            ROI concepts training manual, version 2.0.                                 14 Feb. 92
- ----------------------- -------------------------------------------------------------------------- -------------------
TX-3-281-929***         Retail operations intelligence PC/formmail/messaging.                      7 Feb. 92
- ----------------------- -------------------------------------------------------------------------- -------------------
TX-3-335-622            Retail operations intelligence PC/sales forecasting.                       7 Feb. 92
- ----------------------- -------------------------------------------------------------------------- -------------------
</TABLE>

***  Assigned by MFI Software,  Inc.  (formerly Fields Software Group,  Inc.) to
     Park  City  Group  pursuant  to  the  Master  Agreement,  and  a  Copyright
     Assignment  executed  by MFI  Software,  Inc. of even date  therewith  (the
     "Copyright Assignment").


<PAGE>

11.  Pursuant  to  the  Master  Agreement  and  the  Copyright  Assignment,  MFI
     Software,  Inc.  also  assigned  to Park  City  Group  the U.S.  copyrights
     described in the table below.  The current  status of these  copyrights  is
     unverified.
<TABLE>
<S>                      <C>                                                                       <C>
- ----------------------- -------------------------------------------------------------------------- -------------------
Number                  Title                                                                      Date Registered
- ----------------------- -------------------------------------------------------------------------- -------------------
TX 2-472-572            Retail Operations Intelligence                                             22 Nov. 88
- ----------------------- -------------------------------------------------------------------------- -------------------
TX 3-079-119            Retail Operations Intelligence PC/Messaging Version 1.0                    26 Dec. 89
- ----------------------- -------------------------------------------------------------------------- -------------------
</TABLE>

12.  Liens and Encumbrances. Previously, Silicon Valley Bank acquired a security
     interest in many of the Intellectual  Property items owned or controlled by
     Park City Group. However, the obligation underlying such security interests
     has been assigned to Riverview  Financial Corp. See Exhibit  3.1.D(10) "UCC
     Liens."


<PAGE>

                                 EXHIBIT 3.1.J.7
                           CONFIDENTIALITY AGREEMENTS

           INVENTION ASSIGNMENT AND PROPRIETARY INFORMATION AGREEMENT

     In  consideration  of my employment  or continuous  employment by Park City
Group Inc. (the "Company"), I hereby represent and agree as follows:

   1.  I understand that the Company is engaged in a continuous program of
       research, development, production and marketing in connection with its
       business and that, as an essential part of my employment with the
       Company, I am expected to make new contributions to and create inventions
       of value for the Company.

   2.  I will promptly disclose, subject to the limitations of this paragraph,
       in confidence to the Company all inventions, improvements, original works
       of authorship, formulas, processes, computer programs, databases, trade
       secrets, mechanical and electronic hardware, computer languages, user
       interfaces, documentation, marketing and new product plans, production
       processes, advertising, packaging, and marketing techniques, and
       improvements to anything (hereinafter referred to as "Inventions"),
       whether or not patentable or copyrightable or protectable as trade
       secrets, that are made or conceived or first reduced to practice or
       created by me, either alone or jointly with others, during the period of
       my employment, whether or not in the course of my employment. With
       respect to those Inventions not owned by the Company in accordance with
       Paragraph 3 below, such disclosure, shall only be to the extent necessary
       to satisfy with Company that no conflict with the business of the Company
       exists or that there has not been a compromise of any Company trade
       secret.

   3.  I agree that except with the written consent of the Company signed by an
       officer of the Company, all Inventions that (a) are developed using
       equipment, supplies, facilities or trade secrets of the Company, or (b)
       result from work performed by me for the Company or (c) relate to the
       business or the actual or anticipated research or development of the
       Company, or (d) are not developed entirely on my own time, will be the
       sole and exclusive property of the Company.

   4.  I agree to assist the Company in every proper way to obtain for the
       Company and enforce patents, copyrights and other legal protection for
       the Company's Inventions in any and all countries. I will execute any
       documents that the Company may reasonably request for use in obtaining or
       enforcing such patents, copyrights and other legal protection. My
       obligations under this paragraph will continue beyond the termination of
       my employment with the Company, provided that the Company will compensate
       me at a rate agreed to, by me and the Company, after such termination,
       for time actually spent by me at the Company's request on such
       assistance.

   5.  I hereby irrevocably transfer and assign to the Company any and all
       "Moral Rights" (as defined below) that I may have in or with respect to
       any Invention. I also hereby forever waive and agree never to assert any
       and all Moral Rights I may have in or with respect to any Invention, even
       after termination of my work on behalf of the Company. "Moral Rights"
       means any rights of paternity or integrity, any right to claim authorship
       of any Invention, to object to any distortion, mutilation or other
       modification of, or other derogatory action in relation to, any
       Invention, whether or not such would be prejudicial to my honor or
       reputation, and any similar right, existing under judicial or statutory
       law of any country in the world, or under any treaty, regardless of
       whether or not such right is denominated or generally referred to as a
       "moral right".

<PAGE>

   6.  I understand that my employment by the Company creates a relationship of
       confidence and trust with respect to any information of a confidential or
       secret nature that may be disclosed to me by the Company that relates to
       the business, or products of the Company or to the business of any
       parent, subsidiary, affiliate, customer or supplier of the Company
       (hereinafter referred to as "Proprietary Information"). Such Proprietary
       Information includes but is not limited to Inventions described in
       Paragraph 3(a), (b), (c) or (d), marketing plans, product plans, business
       strategies, financial information, forecasts, personnel information and
       customer lists and any other nonpublic technical or business information
       which I know or have reason to know the Company would like to treat as
       confidential for any purpose, such as maintaining a competitive advantage
       or avoiding undesirable publicity.

   7.  At all times, both during my employment and after its termination, I will
       keep all such Proprietary Information in confidence and trust, and I will
       not use or disclose any of such Proprietary Information without the
       written consent of the Company except as may be necessary to perform my
       duties as an employee of the Company. Upon termination of my employment
       with the Company, I will promptly deliver to the Company, all documents
       and materials of any nature pertaining to my work with the Company and I
       will not take with me any documents or materials or copies thereof
       containing any Proprietary Information.

   8.  I represent that my performance of all the terms of this Agreement and my
       duties as an employee of the Company will not breach any invention
       assignment or proprietary information agreement with any former employer
       or other party. I represent that I will not bring with me to the Company
       or use in the performance of my duties for the Company any documents or
       materials of a former employer that are not generally available to the
       public.

   9.  I agree, that except with the prior written consent of the Company, I
       will not, during the period of my employment with the Company , directly
       or indirectly engage in any business which is competitive with that of
       the Company, its parent, or any of its subsidiary corporations, or accept
       employment with or render services to a competitor as a director,
       officer, agent, employee or consultant, or take any action inconsistent
       with the fiduciary relationship of an employee of his or her employer.

   10. I agree that for a period of two (2) years following the termination of
       my employment with the Company for any reason, I will not, without
       written consent of the Company and signed by an officer of the Company
       for any reason directly or indirectly, by any means or device, for myself
       or on behalf of or in conjunction with any individual, organization,
       partnership or corporation that has expressed an interest, (including
       participating in demonstrations or participating in pilot programs), in
       the company's software products including ActionManager(TM) applications,
       do any of the following:

       (a) induce, entice, hire, or attempt to hire or employ any employee of
           the Company; or

       (b) compete with the Company in the business of computer software for
           multi-unit management or solicit any potential software customers of
           the Company to license or purchase similar software products; or

       (c) engage in research, development, production, marketing or sale of any
           computer software designed to manage multi-unit entities that would
           compete with any ActionManager(TM) product.

<PAGE>

   11. I hereby authorize the Company to notify others, including but not
       limited to customers of the Company and my future employers, of the terms
       of this Agreement and my responsibilities hereunder.

   12. I understand that in the event of a breach or threatened breach of this
       Agreement by me the Company may suffer irreparable harm and will
       therefore be entitled to injunctive relief to enforce this Agreement and
       shall have the right to recover the Company's reasonable attorney's fees
       and court costs expended in connection with any litigation instituted to
       enforce this agreement. In the event it is determined that no such
       irreparable harm existed, the Company will pay my fees and costs expended
       in defending such an action. I expressly agree that any terms of my
       covenants not to compete contained in this Agreement which might be held
       unreasonable by a court of competent jurisdiction may be reformed or
       modified by such court to make the restriction of such covenants
       reasonable under the circumstances.

   13. I understand that this Agreement does not constitute a contract of
       employment or obligate the Company to employ me for any stated period of
       time. I understand that my employment with the Company is at will and may
       be terminated by the Company at any time and for any reason, with or
       without cause.

   14. This Agreement will be of no further force and effect if the Company
       ceases to market ActionManager(TM) or other subsequently developed
       products.

  IN WITNESS WHEREOF the parties have entered into this Agreement as of the ___
day of ___________ , 19___.

  Employee                                           Park City Group, Inc.

  -----------------------------------------------------------------------------
  Date                                               Date

  -----------------------------------------------------------------------------
 Signature                                                   Signature/Title

  -----------------------------------------------------------------------------
  Print Name                                         Print Name


  Address: ______________________________

           ------------------------------

           ------------------------------


<PAGE>



           INVENTION ASSIGNMENT AND PROPRIETARY INFORMATION AGREEMENT
                                 FOR CONSULTANTS

     In  consideration  of my  being  retained  as a  consultant  (either  as an
independent  consultant or through  sponsorship by an employment agency) by Park
City Group Inc. (the "Company"), I hereby represent and agree as follows:

   1.  I understand that the Company is engaged in a continuous program of
       research, development, production and marketing in connection with its
       business and that, as an essential part of my employment with the
       Company, I am expected to make new contributions to and create inventions
       of value for the Company.

   2.  I will promptly disclose, subject to the limitations of this paragraph,
       in confidence to the Company all inventions, improvements, original works
       of authorship, formulas, processes, computer programs, databases, trade
       secrets, mechanical and electronic hardware, computer languages, user
       interfaces, documentation, marketing and new product plans, production
       processes, advertising, packaging, and marketing techniques, and
       improvements to anything (hereinafter referred to as "Inventions"),
       whether or not patentable or copyrightable or protectable as trade
       secrets, that are made or conceived or first reduced to practice or
       created by me, either alone or jointly with others, during the term of my
       consultancy, whether or not in the course of my job duties. With respect
       to those Inventions not owned by the Company in accordance with Paragraph
       3 below, such disclosure shall only be to the extent necessary to satisfy
       the Company that no conflict with the business of the Company exists or
       that there has not been a compromise of any Company trade secret.

   3.  I agree that except with the written consent of the Company signed by an
       officer of the Company, all Inventions that (a) are developed using
       equipment, supplies, facilities or trade secrets of the Company, or (b)
       result from work performed by me for the Company or (c) relate to the
       business or the actual or anticipated research or development of the
       Company, or (d) are not developed entirely on my own time, will be the
       sole and exclusive property of the Company.

   4.  I agree to assist the Company in every proper way to obtain for the
       Company and enforce patents, copyrights and other legal protection for
       the Company's Inventions in any and all countries. I will execute any
       documents that the Company may reasonably request for use in obtaining or
       enforcing such patents, copyrights and other legal protection. My
       obligations under this paragraph will continue beyond the termination of
       my consultancy with the Company, provided that the Company will
       compensate me at a rate agreed to, by me and the Company, after such
       termination, for time actually spent by me at the Company's request on
       such assistance.

   5.  I hereby irrevocably transfer and assign to the Company any and all
       "Moral Rights" (as defined below) that I may have in or with respect to
       any Invention. I also hereby forever waive and agree never to assert any
       and all Moral Rights I may have in or with respect to any Invention, even
       after termination of my work on behalf of the Company. "Moral Rights"
       means any rights of paternity or integrity, any right to claim authorship
       of any Invention, to object to any distortion, mutilation or other
       modification of, or other derogatory action in relation to any Invention,
       whether or not such would be prejudicial to my honor or reputation, and
       any similar right, existing under judicial or statutory law of any
       country in the world, or under any treaty, regardless of whether or not
       such right is denominated or generally referred to as a "moral right".

<PAGE>

   6.  I understand that my consultancy with the Company creates a relationship
       of confidence and trust with respect to any information of a confidential
       or secret nature that may be disclosed to me by the Company that relates
       to the business, or products of the Company or to the business of any
       parent, subsidiary, affiliate, customer or supplier of the Company
       (hereinafter referred to as "Proprietary Information"). Such Proprietary
       Information includes but is not limited to Inventions described in
       Paragraph 3(a), (b), (c) or (d), marketing plans, product plans, business
       strategies, financial information, forecasts, personnel information and
       customer lists and any other nonpublic technical or business information
       which I know or have reason to know the Company would like to treat as
       confidential for any purpose, such as maintaining a competitive advantage
       or avoiding undesirable publicity.

   7.  At all times, both during my consultancy and after its termination, I
       will keep all such Proprietary Information in confidence and trust, and I
       will not use or disclose any of such Proprietary Information without the
       written consent of the Company except as may be necessary to perform my
       duties as an consultant to the Company. Upon termination of my
       consultancy with the Company, I will promptly deliver to the Company all
       documents and materials of any nature pertaining to my work with the
       Company, and I will not take with me any documents or materials or copies
       thereof containing any Proprietary Information.

   8.  I represent that my performance of all the terms of this Agreement and my
       duties as a consultant to the Company will not breach any invention
       assignment or proprietary information agreement with any former employer
       or other party. I represent that I will not bring with me to the Company
       or use in the performance of my duties for the Company any documents or
       materials of a former employer that are not generally available to the
       public.

   9.  I agree, that except with the prior written consent of the Company, I
       will not, during the period of my consultancy with the Company, directly
       or indirectly engage in any business which is competitive with that of
       the Company, its parent, or any of its subsidiary corporations, or accept
       employment or other consulting positions with or render services to a
       competitor as a director, officer, or agent, or take any action
       inconsistent with the fiduciary relationship of an employee of his or her
       employer.

   10. I agree that for a period of two (2) years following the termination of
       my consultancy with the Company, I will not, without written consent,
       signed by an officer of the Company, for any reason directly or
       indirectly, by any means or device, for myself or on behalf of or in
       conjunction with any individual, organization, partnership or corporation
       that has expressed an interest, (including participating in
       demonstrations or participating in pilot programs), in the company's
       software products including ActionManager(TM) applications, do any of the
       following:

       (a) induce, entice, hire, or attempt to hire or employ any employee of
           the Company; or

       (b) compete with the Company in the business of computer software for
           multi-unit management or solicit any potential software customers of
           the Company to license or purchase similar software products; or

       (c) engage in research, development, production, marketing or sale of any
           computer software designed to manage multi-unit entities that would
           compete with any ActionManager(TM) product.

<PAGE>

   11. I hereby authorize the Company to notify others, including but not
       limited to customers of the Company and my future employers or companies
       who will utilize my services as a consultant, of the terms of this
       Agreement and my responsibilities hereunder.

   12. I understand that in the event of a breach or threatened breach of this
       Agreement by me the Company may suffer irreparable harm and will
       therefore be entitled to injunctive relief to enforce this Agreement and
       shall have the right to recover the Company's reasonable attorney's fees
       and court costs expended in connection with any litigation instituted to
       enforce this agreement. In the event it is determined that no such
       irreparable harm existed, the Company will pay my fees and costs expended
       in defending such an action. I expressly agree that any terms of my
       covenants not to compete contained in this Agreement which might be held
       unreasonable by a court of competent jurisdiction may be reformed or
       modified by such court to make the restriction of such covenants
       reasonable under the circumstances.

   13. I understand that this Agreement does not constitute a contract of
       employment or obligate the Company to retain my services as a consultant
       for any stated period of time. I understand that my consultancy with the
       Company is at will and may be terminated by the Company or myself at any
       time and for any reason, with or without cause.

   14. This Agreement will be of no further force and effect if the Company
       ceases to market ActionManager(TM) or other subsequently developed
       products.

IN WITNESS WHEREOF the parties have entered into this Agreement as of the
________ day of ___________ , 20___.

Consultant                                           Park City Group, Inc.


  -----------------------------------------------------------------------------
  Signature                                                   Signature/Title

  -----------------------------------------------------------------------------
  Print Name                                         Print Name


  Address: ______________________________

           ------------------------------

           ------------------------------




<PAGE>



                                 EXHIBIT 3.1.K.
                                   LITIGATION


1.   Decision One Corporation vs. Park City Group, Inc. (Third Judicial District
     Court in Summit County,  Case No.  000600258DC,  filed on August 24, 2000).
     The Plaintiff  filed a complaint  alleging a single cause of action for the
     recovery  of a debt in the amount of  $15,489.32  for  "merchandise/and  or
     services  purchased  or rendered  on behalf of the Company by Decision  One
     between  March 1, 1998 and  February 1, 1999,  together  with  interest and
     costs." The Company  timely filed its answer to the complaint on October 6,
     2000.

2.   Chevron  Oil  Company.  Park City Group is  seeking  to receive  payment of
     approximately  $128,000  from Chevron Oil Company for services  rendered by
     Park City Group in  connection  with a contract  for  software  license and
     services  executed in 2000.  Chevron is disputing  the  obligation  and has
     requested  supporting  documentation  related  to  the  performance  of the
     services.  Park City Group has  provided  the  requested  documentation  to
     Chevron for its  review.  Park City Group also  believes  that there may be
     additional  amounts due to it in connection with this terminated  contract.
     No formal litigation has been filed with regard to these disputes.

3.   G&G Oil Co. of Indiana,  Inc. Park City Group is seeking to receive payment
     of  approximately  $32,000 from G&G Oil Co. in conjunction  with a Customer
     License  Agreement,  dated August 23, 2000, between Park City Group and G&G
     Oil Co.,  as  amended.  G&G Oil Co. is  disputing  the  obligation  and has
     requested  that a portion of its  initial  payment be returned by Park City
     Group. The parties are currently  negotiating a resolution to this dispute.
     No formal litigation has been filed with regard to this dispute.



<PAGE>

                                 EXHIBIT 3.1.M
                      PARK CITY GROUP FINANCIAL STATEMENTS



                              PARK CITY GROUP, INC.
                              FINANCIAL STATEMENTS
                                      WITH
               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
                     YEARS ENDED DECEMBER 31, 2000 AND 1999
                              PARK CITY GROUP, INC.

                                Table of Contents

                                                                            Page

Report of Independent Certified Public Accountants...........................1

Balance Sheets...............................................................2

Statements of Income.........................................................4

Statements of Changes in Stockholders' Deficit...............................5

Statements of Cash Flows.....................................................6

Notes to Financial Statements................................................8


<PAGE>

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Board of Directors
Park City Group, Inc.


We have  audited the  accompanying  balance  sheets of Park City Group,  Inc. (a
majority-owned subsidiary of Riverview Financial Corporation) as of December 31,
2000 and 1999, and the related statements of income,  stockholders'  deficit and
cash  flows  for the  years  then  ended.  These  financial  statements  are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United  States.  Those  standards  require  that we plan and  perform the
audits to obtain reasonable assurance about whether the financial statements are
free of material  misstatement.  An audit includes  examining,  on a test basis,
evidence supporting the amounts and disclosures in the financial statements.  An
audit also includes  assessing the accounting  principles  used and  significant
estimates  made by  management,  as well as  evaluating  the  overall  financial
statement  presentation.  We believe that our audits provide a reasonable  basis
for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of Park City Group,  Inc. as of
December 31, 2000 and 1999, and the results of its operations and its cash flows
for the years then ended in  conformity  with  accounting  principles  generally
accepted in the United States.

Sorensen, Vance & Company, P.C.

/s/ Sorensen, Vance & Company

Salt Lake City, Utah
April 10, 2001
                                        1

<PAGE>

                              PARK CITY GROUP, INC.
                                 BALANCE SHEETS
                           DECEMBER 31, 2000 AND 1999
<TABLE>
<S>                                                                      <C>           <C>
Assets                                                                  2000          1999
                                                                    ----------       ----------
Current assets:
     Cash and cash equivalents                                      $ 1,099,242      $    247,442
     Receivables:
        Trade accounts, net of allowance for doubtful accounts
           of $160,758 for 2000 and $4,054 for 1999                     272,137           758,446
        Related parties                                                 558,643            86,789
     Deferred tax asset                                                 120,000            60,000
     Prepaid expenses and other current assets                           20,335            28,429
                                                                   -------------      -------------

         Total current assets                                         2,070,357         1,181,106
                                                                     -----------       -----------

Property and equipment, at cost:
     Computer equipment                                                 868,586           799,945
     Furniture and equipment                                            172,486           172,486
     Equipment under capital leases                                     171,304           154,954
     Leasehold improvements                                              85,795            85,795
                                                                   -------------      -------------
                                                                      1,298,171         1,213,180
     Less accumulated depreciation and amortization                  (1,120,674)         (937,236)
                                                                     -----------      ------------

         Net property and equipment                                     177,497           275,944
                                                                    ------------      ------------

Other assets:
     Deferred tax asset, net of valuation allowance of
         $2,239,656 for 2000 and $2,230,328 for 1999                  1,280,000         2,280,000
     Deposits                                                            33,802            34,150
                                                                   -------------      ------------

         Total other assets                                           1,313,802         2,314,150
                                                                     -----------      -----------

         Total assets                                               $ 3,561,656       $ 3,771,200
                                                                     ===========      ===========
</TABLE>
Continued - next page

                     The accompanying notes are an integral
                        part of the financial statements.

                                        2

<PAGE>



                              PARK CITY GROUP, INC.
                                 BALANCE SHEETS
                           DECEMBER 31, 2000 AND 1999

Continued from prior page -
<TABLE>
<S>                                                                     <C>                  <C>
Liabilities and Stockholders' Deficit                                  2000                 1999
- -------------------------------------                                -----------          -----------

Current liabilities:
     Line of credit                                                 $    150,000         $    137,000
     Note payable                                                        250,000              250,000
     Accrued interest on note payable                                     36,956               21,971
     Accounts payable                                                    192,607              193,118
     Accrued payroll and related liabilities                             198,756              189,989
     Sales tax payable                                                    23,212               41,313
     Accrued litigation settlements, current portion                      54,944              125,333
     Capital lease obligations, current portion                           33,293               90,736
     Deferred revenue                                                  1,294,773            2,659,736
     Accrued contingency                                                      --              267,495
     Income taxes payable                                                 67,912                9,713
                                                                     -----------       --------------

       Total current liabilities                                       2,302,453            3,986,404
                                                                     -----------          -----------

Long-term liabilities:
     Notes payable to parent corporation                               2,150,000            2,150,000
     Accrued interest on notes to parent corporation                     267,203              151,394
     Accrued litigation settlements, net of current portion                   --               14,444
     Capital lease obligations, net of current portion                     6,642               28,006
                                                                   -------------         ------------

         Total long-term liabilities                                   2,423,845            2,343,844
                                                                     -----------          -----------

         Total liabilities                                             4,726,298            6,330,248
                                                                     -----------          -----------

Stockholders' deficit:
     Preferred stock, $0.01 par value,
       10,000,000 shares authorized,
       no shares issued and outstanding                                       --                   --
     Common stock, $0.00002 par value,
       40,000,000 shares authorized,
       25,130,136 shares issued and outstanding                              503                  503
     Additional paid-in-capital                                        6,294,031            6,294,031
     Accumulated (deficit)                                            (7,459,176)          (8,853,582)
                                                                     -----------          -----------

         Total stockholders' deficit                                  (1,164,642)          (2,559,048)
                                                                     -----------         ------------


         Total liabilities and stockholders' deficit                 $ 3,561,656          $ 3,771,200
                                                                     ===========          ===========

</TABLE>



                     The accompanying notes are an integral
                        part of the financial statements.




<PAGE>



                              PARK CITY GROUP, INC.
                              STATEMENTS OF INCOME
                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999


Revenues:                                      2000                  1999
                                           -----------         -------------

Software licenses                           $ 2,115,545          $ 2,321,655
Maintenance and support                       2,066,523            2,403,287
Consulting and other                            769,074              506,155
Development and software enhancement          1,562,000                   --
                                            ------------         ------------
                                               6,513,142            5,231,097

Cost of revenues                               1,013,930            1,021,526
                                            -------------         ------------

Gross profit                                   5,499,212            4,209,571
                                             ------------         ------------

Operating expenses:
Research and development                       1,035,926              878,064
Sales and marketing                              912,109            1,115,543
General and administrative expenses              970,792            1,339,282
                                            -------------         ------------
                                               2,918,827            3,332,889
                                             ------------         ------------
Operating income                               2,580,385              876,682
                                             ------------        -------------

Other income (expense):
Interest expense                                (225,579)            (190,665)
Interest income                                   31,535               12,373
                                           --------------       --------------
                                                (194,044)            (178,292)
                                           --------------       --------------

Income before income taxes                     2,386,341              698,390

Income tax expense                               991,935              324,699
                                           --------------       --------------

Net income                                   $ 1,394,406         $    373,691
                                              ===========         ============


                     The accompanying notes are an integral
                        part of the financial statements.




<PAGE>



                              PARK CITY GROUP, INC.
                  STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999

<TABLE>
                                      <S>             <C>             <C>              <C>             <C>

                                                                  Additional
                                     Common         Stock         Paid              Accumulated
                                     Shares         Amount        In Capital         (Deficit)        Total

Balances:
December 31, 1998                  25,120,414     $    502       $ 6,293,606      $  (9,227,273)   $  (2,933,165)

Common stock issued
   upon exercise of stock
   options                              9,722            1               425                 --              426

Net income                                --            --                --            373,691          373,691
                               --------------    -----------     ------------      ------------     -------------

Balances:
December 31, 1999                25,130,126            503         6,294,031         (8,853,582)      (2,559,048)

Net income                               --             --                --          1,394,406        1,394,406
                               --------------    -----------     -------------     ------------     --------------

Balances:
December 31, 2000                25,130,136       $    503       $  6,294,031      $ (7,459,176)    $ (1,164,462)
                               ==============    ============    =============    ==============   ==============
</TABLE>





                     The accompanying notes are an integral
                        part of the financial statements.




<PAGE>



                              PARK CITY GROUP, INC.
                            STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999


<TABLE>
<S>                                                                        <C>               <C>
                                                                          2000               1999
                                                                      --------------      --------------
Cash Flows From Operating Activities:
Net income                                                            $  1,394,406          $   373,691
                                                                       --------------      --------------

Adjustments to reconcile net income to net cash
   provided by operating activities:
     Depreciation and amortization                                        183,437              255,920
     Provision for doubtful accounts                                      182,154              116,959
     Recognition of year 2000 contingency                                (267,495)            (511,432)
     Decrease in deferred tax asset                                       940,000              310,000
     (Increase) decrease in accounts receivable                           304,155             (163,335)
     (Increase) in receivable from related parties                       (471,854)             (86,789)
     (Increase) decrease in prepaid expenses and other current assets       8,094               (4,383)
     Decrease in deposits                                                     348                   --
     Increase in accrued interest to parent corporation                   115,809              151,394
     (Decrease) in bank overdraft                                             --               (67,922)
     (Decrease) in accounts payable                                          (511)            (155,185)
     Increase in accrued payroll and related liabilities                    8,767               13,128
     Increase in accrued interest                                          14,985               14,203
     (Decrease) in sales tax payable                                      (18,101)             (11,086)
     Increase (decrease) in accrued litigation settlements                (84,833)             139,777
     (Decrease) in deferred revenue                                    (1,364,963)            (541,337)
     (Decrease) in payable to related party                                   --                (9,021)
     Increase in income taxes payable                                      58,199                9,713
                                                                   ---------------       --------------
         Total adjustments                                               (391,809)            (539,396)
                                                                   ---------------       --------------

     Net cash provided by (used in) operating activities                1,002,597             (165,705)
                                                                   ---------------       --------------

Cash Flows From Investing Activities:
     Purchase of equipment                                                (68,641)             (60,150)
                                                                   ---------------        -------------

     Net cash (used in) investing activities                              (68,641)             (60,150)
                                                                   ---------------        -------------
</TABLE>

Continued - next page




                     The accompanying notes are an integral
                        part of the financial statements.

                                        6
<PAGE>



                              PARK CITY GROUP, INC.
                            STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999

Continued from prior page -
<TABLE>
 <S>                                                                      <C>                 <C>

                                                                         2000                 1999
                                                                    ------------      --------------

Cash Flows From Financing Activities:
     Proceeds from sale of equipment                                          --               50,000
     Proceeds from issuance of common                                         --                  426
     Net proceeds from borrowing on line of credit                        13,000              137,000
     Proceeds from borrowing from parent corporation                          --              505,000
     Principal payments on capital leases                                (95,156)             (79,129)
     Principal payments on note payable with parent corporation               --             (140,000)
                                                                       ------------      --------------

     Net cash provided by (used in) financing activities                 (82,156)             473,297
                                                                       ------------      --------------

Net increase in cash and cash equivalents                                851,800              247,442

Cash and cash equivalents, beginning of year                             247,442                  --
                                                                   ----------------      --------------

Cash and cash equivalents, end of year                            $    1,099,242         $    247,442
                                                                  =================     ===============


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Cash paid during the period for:

          Interest                                               $        94,784        $      25,068
                                                                 ===============        =============
          Income taxes                                           $         1,731        $       2,323
                                                                 ==================  ================
</TABLE>

Non-Cash Transactions:

Prior to 1999, the Company accrued a loss  contingency  related to the year 2000
issue for  necessary  changes  to the  software  code.  During  the years  ended
December  31,  2000 and 1999,  the Company  recognized  $267,495  and  $511,432,
respectively, as an offset to related costs in the statement of income.

In 1999, long-term debt to a bank in the amount of $1,675,000 was assumed by the
parent  company  in  exchange  for an  equivalent  note  payable  to the  parent
corporation.

In 1999,  the Company sold  equipment with a cost of $68,000 to a related party.
The related  party paid cash of $50,000 and assumed the  remaining  liability on
the equipment in the amount of $18,000.

In 1999,  several capital leases were renegotiated and combined into a new lease
obligation for $186,000 which, also,  included  additional  equipment  purchased
with a cost of $29,128.

In 2000, the Company entered into a capital lease obligation for the acquisition
of equipment with a cost of $16,350.


                     The accompanying notes are an integral
                        part of the financial statements.

                                        7


<PAGE>



                              PARK CITY GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999



1.    SUMMARY OF ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

      A.   Organization

          Park  City  Group,  Inc.  designs,   develops,  markets  and  supports
          proprietary software products.  These products are designed to be used
          in  retail  businesses  having  multiple  locations  to  assist in the
          management  of business  operations  on a daily basis and  communicate
          results of operations in a timely  manner.  The principal  markets for
          the Company's products are with retail companies which have operations
          in North  America  and to a lesser  extent in Europe.  The Company was
          incorporated in Delaware on May 11, 1990 as Riverview  Software,  Inc.
          In 1990, the Company changed its name to Fields  Software Group,  Inc.
          and in 1993,  the Company's name was changed again to Park City Group,
          Inc. The Company is a majority-owned subsidiary of Riverview Financial
          Corporation,  a  California  corporation.  Substantially  all  of  the
          Company's  shares  which  are not  owned  by  Riverview  are  owned or
          controlled  by the Company's  Chief  Executive  Officer.  Riverview is
          beneficially owned by the Company's Chief Executive Officer.

      B.  Significant Accounting Policies

          The following significant  accounting policies are presented to assist
          in understanding the Company's financial statements.  These accounting
          policies conform to generally accepted accounting  principles and have
          been  consistently  applied  in the  preparation  of the  accompanying
          financial statements.

      Basis of Presentation

          The accompanying financial statements have been prepared assuming that
          the Company will continue as a going concern,  which  contemplates the
          realization  of assets and payment of liabilities in the normal course
          of business.  At December 31, 2000 and 1999, the Company had a working
          capital  deficit  of  $232,096  and  $2,805,298  caused  primarily  by
          deferred  revenues of $1,294,773  and  $2,659,736,  respectively  that
          represent  revenues  for which  payment has been  received but not yet
          earned,   along  with  an   accumulated   deficit  of  $7,459,176  and
          $8,853,582,  respectively.  In addition,  substantial accrued expenses
          and related party borrowings were outstanding at December 31, 2000 and
          1999 and through the date of the auditor's report. Also, as part of an
          agreement  entered into on April 5, 2001,  the Company is obligated to
          pay $3,750,000 in accordance  with a promissory note payable (see note
          15).

          The Company  believes  that these  conditions  have  resulted from the
          inherent  risks  associated  with a  technology  company.  Such  risks
          include, but are not limited to, the ability to (i) develop and market
          their  technology  products,  (ii) obtain  sufficient  capital through
          investment  or borrowing  to finance  product  development,  sales and
          marketing  activities,  (iii) generate sales of products at sufficient
          levels to cover  costs  and  expenses,  and (iv)  compete  with  other
          technology  companies  that have  financial,  production and marketing
          resources significantly greater than the Company.

          Management  believes  that its  software  products,  including  "Fresh
          Market Manager" products  acquired  subsequent to December 31, 2000 as
          discussed  in note 15, will  continue to improve in market  acceptance
          and, accordingly, generate additional revenues. This should enable the
          Company to  achieve  increased  profitability  resulting  in  improved
          working  capital,  reduction  of  stockholders'  equity  deficits  and
          increased cash flow to fund further  business  development and satisfy
          obligations  in the  normal  course  of  business.  In  addition,  the
          combining of  financial,  management  and  development  resources as a
          result of the  acquisition  of Fresh  Market  Manager,  LLC  (formerly
          Cooper Fields, LLC) as discussed in note 15, should enable the Company
          to operate more efficiently and profitably. Note 15, also, discusses a
          Letter  of  Intent  arrangement  that is  anticipated  to  result in a
          reorganization  agreement  and  additional  equity  funding  that will
          improve the Company's liquidity and support  anticipated  increases in
          revenue and  customer  base.  Accordingly,  management  of the Company
          believes that assets will be realized and liabilities satisfied in the
          normal course of business.




                                        8


<PAGE>



Notes to the financial statements - continued



     Cash and Cash Equivalents

     Cash and cash equivalents are defined as cash on hand, checking and savings
     accounts and highly liquid  investments  with original  maturities of three
     months or less. The Company  maintains all of its cash and cash equivalents
     at one  financial  institution,  which at times exceeds  federally  insured
     limits. The Company utilizes a sweep account at this financial  institution
     whereby  available  funds  are  invested  overnight.  The  Company  has not
     experienced  any losses and does not  believe it is exposed to  significant
     risk for its cash and cash equivalents.

     Allowance for Doubtful Accounts

     The Company  provides an allowance for  uncollectible  accounts  based upon
     management's assessment and an aging analysis of specific accounts.

     Property and Equipment

     Property and equipment are stated at cost.  Depreciation  is provided using
     the straight-line  method over the estimated useful lives of three to seven
     years for equipment,  furniture and fixtures.  Leasehold  improvements  are
     amortized  over the shorter of the  remaining  lease term or the  estimated
     useful life of the improvements using the straight-line method. The Company
     uses  accelerated  methods of depreciation  for income tax purposes.  These
     methods  provide for more  depreciation  expense in the early years than in
     the later years of the life of the asset.

     Significant  replacements  and  betterments are  capitalized.  The costs of
     repairs and maintenance which are not considered  capital  expenditures and
     which  do not  extend  the  useful  lives  of the  assets  are  charged  to
     operations when incurred.

     When assets are  retired or  otherwise  disposed  of, the costs and related
     accumulated depreciation and amortization are removed from the accounts and
     any resulting gain or loss is recognized in the statement of income.

     Depreciation  and  amortization  expense was $183,437 and $255,920 for 2000
     and 1999, respectively.

     Patents

     The  Company is  continually  developing  patents  in its normal  course of
     business and has been issued  patents in previous  years.  During 2000, the
     Company was  successful in protecting  its patent rights  against a company
     for patent infringement.  In connection with the resulting settlement,  the
     Company  granted  this  company a  license  to use the  Company's  patented
     technology for compensation of $275,000 which has been included as software
     license  revenue in 2000. A similar suit was filed and settled in a similar
     manner in 1999 for $275,000.

     Revenue Recognition

     Revenue for the sale of software  licenses is  recognized  upon delivery of
     the software  unless  specific  delivery  terms provide  otherwise.  If not
     recognized  upon  delivery,  revenue is recognized  upon meeting  specified
     conditions,  such as, meeting customer acceptance criteria.  In no event is
     revenue  recognized if significant  Company  obligations  remain.  Customer
     payments are typically received in part upon signing of license agreements,
     with the  remaining  payments  received  in  installments  pursuant  to the
     agreements.  Until  revenue  recognition  requirements  are  met,  the cash
     payments received are treated as deferred revenue.

     Maintenance and support services that are sold with the initial license fee
     are recorded as deferred  revenue and  recognized  ratably over the initial
     service  period.  Revenues  from  maintenance  and other  support  services
     provided  after the initial  period are  generally  paid in advance and are
     recorded as deferred  revenue and recognized on a straight-line  basis over
     the term of the service agreements.

     Consulting  service  revenues are recognized in the period that the service
     is provided or in the period such  services are accepted by the customer if
     acceptance is required by agreement.

                                        9


<PAGE>



Notes to the financial statements - continued



     Software Development Costs

     The Company accounts for software  development costs in accordance with the
     Statement of Financial  Accounting  Standards  No. 86,  Accounting  for the
     Costs of  Computer  Software to be Sold,  Leased,  or  Otherwise  Marketed.
     Research and development costs have been charged to operations as incurred.
     From  inception  through  the  current  period,  the Company has viewed the
     software as an evolving product. Therefore, all costs incurred for research
     and development of the Company's  software  products  through  December 31,
     2000 and 1999 have been expensed as incurred.

     Research  and  development  costs  include  personnel  costs,  engineering,
     consulting, and contract labor.

     Income Taxes

     The Company's  results of operations are included in the  consolidated  tax
     return of Riverview Financial Corporation,  its parent company. The Company
     is required to pay income  taxes to Riverview  based upon an  inter-company
     tax sharing  agreement.  Amounts due to Riverview are  determined as if the
     Company filed tax returns based solely upon its operations.

     The Company  utilizes the asset and liability  method to account for income
     taxes. The objective of this method is to establish deferred tax assets and
     liabilities for the temporary  differences between net income for financial
     reporting  basis and tax basis of the Company's  assets and  liabilities at
     enacted tax rates  expected to be in effect when such amounts are realized.
     Timing  differences  are  created  by  different  expense  recognition  for
     financial and tax reporting for net operating losses, depreciation expense,
     allowance  for doubtful  accounts  and accrued  compensated  absences.  The
     effects of such  differences  are reported as either a deferred  income tax
     asset or liability,  which is reduced by a valuation  allowance  based upon
     management's assessment for realization of such deferred tax assets.

     Stocked Based Compensation

     The  Financial  Accounting  Standards  Board issued  Statement of Financial
     Accounting  Standards No. 123,  Accounting  for  Stock-based  Compensation,
     which became  effective in 1996.  The statement  established  an accounting
     method  based on the fair  value of the  options  awarded to  employees  as
     compensation.  However,  the  Company is  permitted  to  continue  applying
     previous  accounting  standards in the  determination of net income or loss
     with appropriate  disclosure of the differences between previous accounting
     measurements  and  those  formulated  by  the  new  standard.  The  Company
     determines  net income using  previous  accounting  standards and makes the
     appropriate  disclosures  in the  notes  to  the  financial  statements  as
     permitted by the new standard.

     Fair Value of Financial Instruments

     The  fair  value  of  financial   instruments   including  cash,   accounts
     receivable,  accounts  payable,  accrued  liabilities,   obligations  under
     capital  leases and notes  payable  approximate  book value at December 31,
     2000 and 1999.

     Management Estimates

     The  preparation  of financial  statements  in  conformity  with  generally
     accepted  accounting  principles  requires management to make estimates and
     assumptions   that  effect  certain   reported   amounts  and  disclosures.
     Accordingly, actual results could differ from those estimates.

2.   INCOME TAXES

     Income  taxes  are  provided  at  statutory  rates for the tax  effects  of
     transactions  reported in the financial statements and consist of taxes due
     currently and for deferred taxes which relate to timing differences for the
     expense  recognition  of  depreciation,  allowance  for doubtful  accounts,
     accrued compensated absences, and net operating loss carryforwards.


                                       10


<PAGE>



Notes to the financial statements - continued



     The provision for income taxes reflected in the financial statements relate
     to actual  current  taxes due of $51,935  for 2000 and $14,699 for 1999 and
     deferred  taxes which  primarily  result  from the change in  deferred  tax
     assets  relating  to  historical  net  operating  losses  in the  amount of
     $940,000 and $310,000, respectively.

     Income tax expense consists of the following:

<TABLE>
<S>                                                                                 <C>                <C>

           Current income taxes at statutory rates:                                    2000                1999
                                                                                       ----                ----

                   Federal (Alternative Minimum Tax)                                $   51,635         $   12,072
                   State                                                                   300              2,627
                                                                                 -------------        ------------
                   Total                                                                51,935             14,699
           Change in deferred income taxes                                             940,000            310,000
                                                                                 -------------        ------------
           Income tax expense                                                        $ 991,935         $  324,699
                                                                                 =============        ============

     The actual tax expense differs from the "expected" tax expense  computed by
     applying the U.S. corporate statutory rate of 34% as follows:

               Computed "expected" Federal tax expense                               $ 811,356         $  237,453
               State tax expense                                                       119,317             16,235
               Net operating loss carryforward deduction                              (930,673)          (253,688)
               State minimum taxes                                                         300              2,627
               Federal alternative minimum tax                                          51,635             12,072
               Change in deferred income taxes                                         940,000            310,000
                                                                                 -------------       ------------
                                                                                     $ 991,935         $  324,699
                                                                                  =============       ============

      Using the applicable combined federal and state tax rate of 39%, the
      deferred tax assets and liabilities are as follows:

               Deferred tax asset:
                   Accrued compensated absences                                   $     57,905        $     55,674
                   Allowance for doubtful accounts                                      62,696               1,581
                   Book depreciation in excess of tax depreciation                      43,795              62,778
                   Net operating loss carryforwards                                  3,639,656           4,570,328
                                                                                   -----------         -----------
               Net deferred tax asset before valuation allowance                     3,804,052           4,690,361
               Net operating loss in excess of remaining deferred tax assets          (164,396)           (120,033)
               Valuation allowance                                                  (2,239,656)         (2,230,328)
                                                                                   -----------         -----------
               Net deferred tax asset                                              $ 1,400,000         $ 2,340,000
                                                                                   ===========         ===========

</TABLE>


     As of December 31, 2000, the Company had available net operating losses for
     federal and state tax purposes of $9,332,450.  The tax net operating losses
     will  begin to  expire  in 2007.  The  following  schedule  summarizes  the
     appropriate  net operating  losses  available to the Company for income tax
     purposes.

           Year of Loss          Amount                      Expiration Year

                1992          $  1,505,000                        2007
                1995               920,000                        2010
                1997             5,825,000                        2012
                1998             1,082,000                        2013
                              -------------
                Total         $  9,332,000
                              =============



3.   LINE OF CREDIT

     The  Company  has a $150,000  line of credit  arrangement  with a financial
     institution.  The line is guaranteed by the  Company's  major  shareholder,
     bears interest at the bank's prime lending rate plus 1% and is due November
     2001. The balance due on the line of credit was $150,000 and $137,000 as of
     December 31, 2000 and 1999, respectively.

                                       11


<PAGE>



Notes to the financial statements - continued



4.   NOTE PAYABLE

     In  June  1998,  the  Company  received  a  $250,000  advance  as part of a
     partnering  agreement with another  company.  The agreement  contemplated a
     cooperative effort to develop business  opportunities for the sale of their
     respective  products.  No "qualifying  sale" was ever consummated under the
     agreement. As a result, pursuant to the terms of a related promissory note,
     the Company is required to repay the  advance,  plus  interest at an annual
     rate of  5.51%.  Payment  on the  note  was due in May  2000,  however,  no
     principal or interest  payments  have been made as of December 31, 2000 nor
     by the audit date.


5.   NOTES PAYABLE TO PARENT CORPORATION

     On January 1, 1999,  the Company had a $110,000  note  payable to Riverview
     Financial  Corporation (its Parent Company)  originating from borrowings in
     1998. During 1999, Riverview paid a note to a bank that was on the books of
     the Company at  $1,675,000.  The  Company,  also,  borrowed  an  additional
     $505,000 and repaid  $140,000.  As of December  31, 1999,  the Company owed
     Riverview  $2,150,000.  Interest  was  accrued on the note in the amount of
     $151,394 based on an interest rate of 12% per year.

     Effective January 1, 2000, the note was divided into two separate notes for
     $1,675,000 and $475,000, respectively, and the interest rate was reduced to
     8%.  During  2000,  the Company  made  interest  payments of $75,000 and no
     principal  payments.  As of December 31, 2000, the Company owed Riverview a
     combined  total of  $2,150,000 on the notes payable and $267,203 in accrued
     interest.  The notes and related  accrued  interest  are due and payable in
     full on December 31, 2002.


6.   DEFERRED REVENUE

     Deferred  revenue  consisted  of the  following as of December 31, 2000 and
     1999:

                                             2000                 1999
                                             ----                 ----

           Software licenses           $    478,000            $  677,416
           Maintenance and support          743,573               420,320
           Consulting and other              73,200                    --
           Co-development project                --             1,562,000
                                     ---------------         --------------

           Total                        $ 1,294,773           $  2,659,736
                                     ==============          ==============


7.   DEVELOPMENT AND SOFTWARE ENHANCEMENT REVENUE

     Periodically  the Company  enters into  arrangements  with  customers  that
     involve significant additional development and enhancements to the existing
     software  that will meet the  customers  individual  specifications.  These
     types  of  revenue  have  been  separately   classified  in  the  financial
     statements. With respect to this type of activity, the Company entered into
     an agreement in 1997 with a retail grocery customer with  approximately 140
     store  locations.  The contract  provided for extensive  core  development,
     customization,  product tailoring and  implementation.  The customer was to
     create a laboratory environment and the end result had to be operational at
     the store  level.  The terms of the  agreement  provided for payment of the
     following:

                                   License fees                    $    762,000
                                   Product enhancements                 300,000
                                   Customizations                       250,000
                                   Tailoring and implementation         250,000
                                                                  -------------

                                            Total                   $ 1,562,000
                                                                    ===========


                                       12


<PAGE>



Notes to the financial statements - continued



     The Company  received  the  $1,562,000  in 1997 and began to perform on the
     contract.  Substantial  changes in the business  practices of this customer
     along with changes in their  management and oversight of the project for an
     extended  period of time  resulted  in  significant  changes to the project
     specifications.  During  1998 and the first  half of 1999,  the  customer's
     internal  computer  department took control of the project with the Company
     providing technical support,  advise and continued  development of the core
     software  primarily  based on the  revised  specifications.  In  1999,  the
     customer  and the Company  agreed that an enhanced  version of the software
     would be required to meet the customer's specifications.

     In September  1999, a complete  revision of the  inventory  and  production
     planning  software modules had been completed.  Additional  product modules
     were   developed   for  the  customer  and   installation,   tailoring  and
     implementation of the software was substantially performed and completed in
     2000.


8.   LEASE AGREEMENTS

     A.  Capital Leases

     The Company  leases  equipment  with an original cost of $171,304 under the
     terms of several  capital lease  arrangements.  The monthly  payments total
     $9,347  including  imputed interest ranging from 14.3% to 17.4%. The leases
     mature between March 2001 and January 2003.

     The following is a schedule of future minimum lease payments:

                        Year Ending
                           December 31,                    2000         1999
                           ------------                -----------   -----------

                               2000                      $      --    $ 104,195
                               2001                         35,686       29,032
                               2002                          6,654           --
                               2003                            554           --
                                                        -----------  -----------

           Total minimum lease payments                      42,894     133,227

              Less: amount representing interest             (2,959)    (14,485)
                                                         ----------- -----------

           Present value of net minimum lease payments       39,935     118,742

              Less:  current portion                        (33,293)    (90,736)

           Capital lease obligation, net of current portion $ 6,642      28,006
                                                          ==========  ==========

     Amortization   expense  related  to  capitalized   leases  is  included  in
     depreciation  expense  and was  $56,647  and  $51,651  for 2000  and  1999,
     respectively.  Accumulated  amortization  was  $109,076  and  $52,429 as of
     December 31, 2000 and 1999, respectively.


                                       13


<PAGE>



Notes to the financial statements - continued



      B.  Operating Leases

          Office Space

          In September 1998, the Company entered into a lease agreement for
          office space. Under the terms of the lease agreement, the Company was
          required to pay $16,723 per month with a 4% annual increase in the
          base rent until December 2000. The lease agreement was renewed in
          February 2001, and under the terms of the new agreement, the Company
          must pay $18,482 per month with a 4% annual increase in the base rent
          until December 31, 2003. From December 2000 until the renewal was
          finalized in March 2001, the Company continued to lease the space on a
          month-to-month basis. Total rent expense under this agreement, net of
          reimbursed rent expense of $51,000 which was paid by a related party
          for shared office space, was $166,306 for 2000. Total rent expense,
          net of reimbursed rent expense of $34,000 paid by a related party, was
          $157,715 for 1999.

          Equipment

          The Company incurred rental expense of $2,240 in 1999 and 2000 related
          to an equipment lease.  The Company has a future  commitment of $5,904
          through the year 2003 for an equipment lease.


 9.   RELATED PARTY TRANSACTIONS

      a.   Cooper Fields, LLC

          In May, 1999 the Company transferred to Riverview (its parent company)
          all of  its  rights,  title  and  interest  in a  certain  application
          software   program  known  and  marketed  as  "Fresh  Market  Manager"
          including all related documentation, copyrights, patents, intellectual
          property and other materials.  The agreement specifically excluded all
          of  the  Company's  other  software  programs  and  applications.  The
          Company,  also,  retained  the  rights to the "Fresh  Market  Manager"
          software  solely  necessary  to  perform  the  Company's   obligations
          relating to the development and software enhancement contract that the
          Company had with a retail customer (see note 7).

          The chief  executive of Riverview,  who is also the chief executive of
          the Company  then  assigned  the "Fresh  Market  Manager"  software to
          Cooper Fields,  LLC, a Utah limited  liability  company which had been
          formed in April  1999 with the chief  executive  as  managing  member.
          Cooper  Fields,  LLC acquired  the  intellectual  property  rights for
          $4,750,000 by cost payment of $2,750,000 to Riverview and execution of
          a note payable in the amount of $2,000,000.

          As part of the  Cooper  Fields,  LLC  organizational  and  operational
          documents,  the members  agreed to an  "Overhead  Sharing and Referral
          Agreement"  whereby  Cooper  Fields  would pay to Park City  Group its
          allocable  share of direct costs and expenses.  The LLC was to pay the
          Company the  allocated  cost in twelve  monthly  payments for one year
          with annual renewal terms. The amount was to cover the shared costs of
          facilities,  personnel and operating  costs.  The Company recorded the
          reimbursed  costs as a  reduction  to  operating  costs.  Accordingly,
          shared cost reimbursements were $620,232 in 2000 and $413,488 in 1999.
          As of December  31, 2000 and 1999,  the  Company had a  receivable  of
          $466,486 and $73,449,  respectively for the overhead sharing costs and
          $26,350 and $3,145,  respectively for interest.  The agreement,  also,
          provided  for a  referral  fee to be  paid  for  the  introduction  of
          prospective  customers.  The Company received $82,326 in the year 2000
          for a customer referral.

      b.  Riverview Financial Corporation (Parent Company)

          The Company has a note payable with  Riverview  (note 5). The Company,
          also, has a receivable from Riverview for certain expenses paid by the
          Company  in 2000.  The  balance  due the  Company  was  $19,411  as of
          December 31, 2000.




                                       14


<PAGE>



Notes to the financial statements - continued


      c.  Chief Executive

          The  Company has a  receivable  from its chief  executive  for certain
          non-business expenses paid by the Company. The balance due the Company
          was  $46,396   and   $10,836  as  of  December   31,  2000  and  1999,
          respectively.

10.   CONCENTRATION OF CREDIT RISK

          The Company's  accounts  receivable are derived from sales of products
          and services primarily to customers  operating  multi-location  retail
          stores, hotels, and hospitals. At December 31, 2000 and 1999, accounts
          receivable  includes amounts due from four customers totaling $216,202
          and $660,970,  respectively. These customers accounted for 79% and 87%
          of accounts  receivable  at December 31, 2000 and 1999,  respectively.
          Sales to significant  customers are summarized in Note 14. The Company
          provides  credit  terms  to its  customers  in the  normal  course  of
          business.  The  Company  performs  ongoing  credit  evaluations  of it
          customers and maintains an allowance for doubtful  accounts based upon
          collection assessment. Collateral is not required from customers.

11.   COMMITMENTS AND CONTINGENCIES

      A.  Litigation

          The Company offers a limited  warranty  against software defects for a
          general  period  of six  months.  Customers  who  are  not  completely
          satisfied  with  their  software  purchase  sometimes  attempt  to  be
          reimbursed for their  purchases  outside the warranty  period.  During
          1999, the Company accrued $147,000 for such warranty  settlements that
          were probable and could be reasonably  estimated.  The unpaid  balance
          due on the  settlements  was $54,944 and  $139,778 as of December  31,
          2000 and 1999, respectively.

      B.  Contingency for Year 2000 Issue

          In prior years,  the Company sold  software  with source code that was
          not year 2000  compliant.  The source code was written with two digits
          rather than four digits to define the  applicable  year.  As a result,
          the software could recognize a date using "00" as the year 1900 rather
          than the year 2000. In addition,  2000 was a leap year and the Company
          was unsure of  additional  complications.  Prior to 1999,  the Company
          recognized  the potential  exposure of the  noncompliance  and decided
          that it would be necessary to correct the source code  deficiency  and
          to remedy the situation with customers who had purchased the software.
          The  Company  estimated  the cost of this  effort  and  accrued a loss
          contingency of $778,927. During 1999, the Company expended significant
          time and effort to resolve the software's  deficiencies.  Accordingly,
          the  Company  recognized  $511,432  of  the  previously  accrued  loss
          contingency as a reduction in related operating costs during 1999. The
          remaining  accrued   contingency  of  $267,495  was  recognized  as  a
          reduction in related  operating  costs  during 2000 upon  satisfactory
          resolution of all known year 2000 deficiencies.

12.       STOCK OPTIONS

          In January 1993,  the Company  adopted the 1993 Equity  Incentive Plan
          (the  Incentive  Plan)  which  provides  for  the  issuance  of  up to
          2,500,000   stock  options   (increased  to  4,800,000  in  1996)  for
          employees,  directors,  consultants  or advisors of the Company or any
          affiliate  of the  Company.  Options  granted may be either  incentive
          stock  options  within the meaning of the Internal  Revenue  Code,  or
          non-qualified  options.  The terms of each award are  determined  by a
          committee of the Board of Directors.  The options  generally vest over
          four to six years with the initial vesting occurring one year from the
          date of grant. Vested options are exercisable until ten years from the
          date of grant or until 90 days after  termination  of  employment,  if
          earlier.  Options are granted with an exercise price not less than the
          fair market value of the Company's  common stock on the date of grant.
          All options  granted  under this plan were  repriced in 1998 to $1 per
          share.

                                       15


<PAGE>



Notes to the financial statements - continued



          In December 1993, the Company  adopted the 1993 Directors Stock Option
          Plan (the  Directors  Plan) which  provides  for the issuance of up to
          75,000  non-qualified  common stock options to non-employee members of
          the  Board  of  Directors.   The  Company   increased  the  number  of
          non-qualified  common  stock  options  authorized  for issuance by the
          Directors  Plan to 100,000 in 1995 and  300,000 in 1996.  The  options
          vest 33.33% twelve  months  following the grant date and an additional
          2.75% each month thereafter and cease to vest on the date the optionee
          ceases to be a member of the Board of  Directors.  Options are granted
          with an  exercise  price  not less than the fair  market  value of the
          Company's  common stock as determined by the Board of Directors on the
          date of grant.

          The following table summarizes  option  transactions  through the year
          ended December 31, 2000:

                                                            Weighted-Average
                                      Outstanding            Exercise Price

      Balance - 12/31/98               1,492,997                 0.45226
         Granted - 1999                      --                      --
         Exercised - 1999                 (9,722)                0.04000
         Forfeited - 1999                (85,200)                0.93803
                                       -----------
     Balance - 12/31/99               1,398,075                 0.42552
         Granted - 2000                      --                       --
         Exercised - 2000                    --                       --
         Forfeited - 2000              ----------
      Balance - 12/31/00               1,256,825                 0.36688
                                       ==========


     The following table summarizes  outstanding  options granted by the Company
     as of December 31, 2000:

<TABLE>
      <S>               <C>               <C>              <C>             <C>                <C>
                                                  Number of Shares                           Weighted-Average
                                     ------------------------------------------
                         Share                           Vested and     Weighted-Average     Remaining Option
      Optionee           Price          Outstanding       Exercisable     Exercise Price       Life (In Years)
      --------          -------         -----------       -----------     --------------       ---------------

      Employees (a)      $0.04             750,750          750,750           0.04000              0.99560

      Employees          $0.40             125,000          125,000           0.40000              1.51781

      Employees (b)      $1.00             381,075          332,213           1.00000              5.74216
                       ----------        ----------

           Total                         1,256,825        1,207,963           0.36688              2.48671
                                         =========        =========
</TABLE>

      (a) An employee  holding an option for 750,000  shares was  terminated  on
          December 31, 2000.  This  individual  exercised his option to purchase
          the shares for $30,000 in 2001.

      (b) Five  employees with  outstanding  options of 63,500 vested for 55,500
          shares were terminated on January 5, 2001.  None of these  individuals
          exercised their option to buy shares.


13.  RETIREMENT PLAN

     The Company  participates  in  Riverview's  401(k) profit sharing plan (the
     "Plan")  for which  Company  contributions  are based  upon  wages  paid to
     eligible employees.  Employees are eligible to participate in the Plan upon
     reaching 21 years of age and one year of service with the Company. The Plan
     is  funded  by  voluntary  employee   contributions  and  Company  matching
     contributions. A participant's maximum elective contribution to the Plan in
     1999 may not exceed  the  lesser of  $10,000 or 20 percent of the  eligible
     employee's compensation.  The Company's matching contribution is 50 percent
     of the first 4 percent of each  employee's  contribution.  The Company made
     matching  contributions  totaling  $38,907  and $42,194 for the years ended
     December 31, 2000 and 1999, respectively.

                                       16


<PAGE>



Notes to the financial statements - continued



14.  SIGNIFICANT CUSTOMERS

     In 2000,  the Company  generated  approximately  24% of its revenue  from a
     development and software enhancement contract (Note 7).

     The Company  received  approximately  39% and 34% of its revenue  from five
     major  customers  during  the  years  ended  December  31,  2000 and  1999,
     respectively.


15.  SUBSEQUENT EVENTS

     A.   Cooper Fields,  LLC Acquisition (Name changed to Fresh Market Manager,
          LLC)

          On April 5, 2001, the Company, Riverview Financial Corporation (Parent
          Company),  and the members of Cooper Fields,  LLC (see note 9) entered
          into an agreement to be effective January 1, 2001, whereby the Company
          acquired the member  interests in Cooper Fields,  LLC for  $3,750,000.
          The amount due is to be paid as follows:  (i) $1,000,000  plus accrued
          interest  on funds held in a bank  escrow  account.  These  funds were
          being held by the bank subject to a joint account and pledge agreement
          which were  initiated  at the creation of Cooper  Fields,  LLC in May,
          1999.  The joint  account  was  pledged for payment on funds that were
          loaned  by a  member  of the  LLC  and  subject  to  restrictions  and
          agreement  regarding its use. No  withdrawals  were ever made from the
          account.  (ii)  $2,750,000 by an executed  promissory note which calls
          for principal payments of $1,000,000 on December 20, 2001, $500,000 on
          June 20, 2002 and the principal  balance of $1,250,000 on December 20,
          2002.  Interest  accrues  on the note at 10% per annum and is  payable
          monthly with the first payment due on April 10, 2001.

          The note is  guaranteed by Cooper  Fields,  LLC,  Riverview  Financial
          Corporation,  the Company's Chief Executive and an individual employed
          by Cooper  Fields,  LLC.  The  Company  executed  a "Stock  Pledge and
          Security  Agreement"  whereby 8,625,850 shares of the Company's common
          stock (33 1/3% of the  issued and  outstanding  shares)  were  pledged
          along with  irrevocable  stock powers.  Also,  4,340,098 common shares
          (18% of the issued and  outstanding  shares) were delivered to a title
          company subject to an escrow agreement as additional collateral in the
          event  of  default.  The  note is  also  collateralized  by the  Chief
          Executive's 50% interest in a condominium  property  located in Puerto
          Vallarta, Mexico.

          The agreement, also, contains numerous covenants which provide certain
          limitations  on  compensation  increases,   dividends,  related  party
          transactions, borrowings and the creation of liens.

          The  Company's  Chief  Executive,  who was the other  member of Cooper
          Fields,  LLC,  assigned  his  interest to the Company  which makes the
          Company the sole owner of Fresh Market Manager,  LLC (formerly  Cooper
          Fields,  LLC). The Company's  Chief  Executive was elected as the sole
          manager of the LLC.

          The following  unaudited pro forma  consolidated  information  for the
          years ended December 31, 2000 and 1999 give effect to the  transaction
          as if it had occurred at the beginning of 2000 and 1999. The unaudited
          pro forma  consolidated  information  is presented  for  informational
          purposes  only and is not  necessarily  indicative  of the  results of
          operations  that would have been  achieved  had the  transaction  been
          completed as of the beginning of those years,  nor are they indicative
          of the Company's future results of operations.

                                         2000                       1999
                                         ----                       ----

           Net sales               $   7,325,566             $   4,956,097
                                   =============             =============

           Net income (loss)       $     611,406             $ ( 3,154,338)
                                  ==============             =============
                                       17


<PAGE>



Notes to the financial statements - continued



     B.   Letter of Intent

          In  February  2001,  the  Company  entered  into a "Letter  of Intent"
          arrangement regarding the potential reorganization of the Company with
          AmeriNet   Group.com,   Inc.   (AmeriNet).   AmeriNet  is  a  Delaware
          corporation  and has retained the services of Yankee  Companies,  Inc.
          (Yankees), a mutual intermediary, to negotiate an acceptable agreement
          on their behalf.

          A summary of the proposed transaction is as follows:

          1.   The  Company  would  consolidate  all current  operations  of its
               affiliates  and related  business  enterprises  for  consolidated
               financial reporting.

               The Company has confirmed to AmeriNet certain unaudited financial
               information  for 2000 and AmeriNet  has  confirmed to the Company
               that,  upon  disposition  of its  subsidiaries,  it will not have
               material assets or liabilities other than the Company and that it
               will not be subject to  contracts  other than the  Reorganization
               Agreement culminating from this Letter of Intent and will have no
               material liabilities other than certain indicated obligations.

          2.   AmeriNet  would  exchange  60%  of its  unregistered  outstanding
               common  stock  with  the  Company's  stockholders  for all of the
               Company's outstanding common stock.

          3.   AmeriNet  will  have  up to $5  million  in  cash  for use by the
               Company following the closing of the Renegotiation Agreement.

          4.   Prior to closing,  AmeriNet will distribute all the capital stock
               of its subsidiaries to AmeriNet's stockholders, except for shares
               required  to be  issued  to  Yankees,  in  consideration  for the
               release  by  Yankees  of its  lien on  such  shares  and  Yankees
               agreement  to convert the balance of the debt owed by AmeriNet to
               Yankees into shares of  AmeriNet's  Class A Preferred  stock (see
               item 8).

          5.   Executive   officers  of  the  Company   that  hold  a  specified
               percentage of AmeriNet's  common stock would enter into long term
               employment agreements with the Company. Total annual compensation
               to these officers will be within certain limitations.

               In addition to the annual  compensation,  AmeriNet would allocate
               additional  shares of  unregistered  AmeriNet  common stock in an
               amount equal to 50% of the shares issued to the  stockholders  of
               the  Company,  to a stock  incentive  plan.  The shares  would be
               issued in  installments  based  upon the  attainment  of  certain
               economic thresholds.

          6.   As a result of the above, the Company would become a wholly-owned
               subsidiary   of   AmeriNet;   AmeriNet   would   have  no   other
               subsidiaries;  the  Company's  shareholders  would  hold  60%  of
               AmeriNet's outstanding common stock; and, AmeriNet's stockholders
               prior  to  closing  and  their   successors  would  hold  40%  of
               AmeriNet's outstanding common stock.

          7.   Upon  closing,  Yankees  will  commence  efforts on behalf of the
               Company to develop new sources of funding and  business.  If such
               funding or business is obtained as a result of Yankees'  efforts,
               the Company agrees to provide  specified  compensation to Yankees
               for its services, provided that certain conditions are met.

               Also,  Yankees  currently  has options to purchase up to 12.5% of
               AmeriNet's common stock.

                                       18


<PAGE>



                                  EXHIBIT 3.1.0
                          INTERESTED PARTY TRANSACTIONS


1.   Randall K. Fields, an officer, director and significant shareholder of Park
     City Group, and Riverview  Financial Corp., also a significant  shareholder
     of Park City Group,  each  previously held  significant  interests in Fresh
     Market Manager,  LLC (formerly "Cooper Fields,  LLC"), a current subsidiary
     of Park City Group which has sold or  furnished,  and continues to sell and
     furnish,  products  similar to those  which  Park City  Group  sells to its
     customers,  in the form of a product  entitled  "Fresh Market  Manager" and
     other products and services.

2.   Pursuant  to an Overhead  Sharing and  Referral  Agreement,  between  Fresh
     Market  Manger,  LLC and Park City Group,  dated May 7, 1999,  Fresh Market
     Manager  and  Park  City  Group  have  each  agreed  to  provide  marketing
     assistance  to the other  through  referrals  of  potential  customers,  in
     exchange  for which the  source of the  referral  is  entitled  to a fee of
     approximately twenty percent of the "up front" and deferred sales revenues,
     and ongoing  revenues  related to the  referral for a period of three years
     from the date of sale. See Exhibit 3.1.M Note (9)(a).

3.   Pursuant to a Marketing  Assistance Agreement between Fresh Market Manager,
     LLC  and  Riverview  Financial  Corp,  dated  May 7,  1999,  Riverview  has
     previously  provided to Fresh Market Manager  assistance in marketing Fresh
     Marketing  Manager's  software,  as requested by Fresh Market  Manager,  in
     exchange for twenty percent of the revenues  realized from licensing of the
     software,  not to exceed an aggregate of $2,000,000  during the term of the
     agreement. This agreement was cancelled by the parties in April 2001.



<PAGE>



                                 EXHIBIT 4.2.B.4
                                 USE OF PROCEEDS

<TABLE>
<S>                                                                              <C>
Increase in sales and marketing staff and related costs                         150,000                   15%
Increase in advertising programs                                                125,000                   12%
Increase in program development and customer support staff and related costs    200,000                   20%
Public reporting and investor relations costs                                   250,000                   25%
Working capital                                                                 275,000                   28%
                                                                                -------                   ---
Total                                                                         $ 1,000,000               100%
</TABLE>



                                  EXHIBIT 4.3.C
                                    CONSENTS


1.   Right of First  Refusal.  With  respect to those  shares of Park City Group
     Capital Stock that have been acquired by the Park City Group's Participants
     pursuant  to  options,   Park  City  Group  must  waive  certain   transfer
     restrictions  and other rights prior to  consummation  of the  transactions
     contemplated by the Reorganization Agreement.

2.   Debt Conversion into Preferred Stock.  With respect to any promissory notes
     being converted into preferred stock as contemplated in Exhibit 3.1.D, Park
     City Group may need to obtain consents to the conversion.




                                  EXHIBIT 5.3.E
                                  LEGAL OPINION




<PAGE>

                                       B-1
                                    EXHIBIT B

                            AMENDED AMERINET EXHIBITS

                        AMERINET'S EXHIBITS AMENDMENT #1

     The  following  Exhibits are being  delivered  by AmeriNet  pursuant to the
Reorganization Agreement,  dated May 31, 2001, between Randall K. Fields, a Utah
resident,  Riverview  Financial  Corp., a California  corporation,  and AmeriNet
Group.com, a Delaware corporation (the "Reorganization Agreement").

     Any information disclosed in one Exhibit shall be deemed to be disclosed in
all Exhibits to which such  information is  applicable.  References to Articles,
Sections, Paragraphs, and Exhibits shall mean the Articles, Sections, Paragraphs
and  Exhibits of the  Reorganization  Agreement  and/or  these  Exhibits.  These
Exhibits are  incorporated  by reference  into and shall be deemed a part of the
Reorganization Agreement.

     No reference  in these  Exhibits to any  agreement  or  documents  shall be
construed as an admission or  indication to any other party other than Park City
Group,  Inc.  that such  agreement  or document is  enforceable  or currently in
effect  under such  agreement  or  document.  No  disclosure  in these  Exhibits
relating  to any  possible  breach  or  violation  of  any  agreement,  law,  or
regulation  shall be construed as an admission or  indication to any party other
than Park City  Group,  Inc.  that any such  breach or  violation  exists or has
actually occurred.



                                  Exhibit 1.1O
                        Consulting Agreement with Yankees

         A copy of the consulting agreements between Yankees and AmeriNet has
been provided to Park City.


<PAGE>

                                  Exhibit 3.2B
                               Options & Warrants

     AmeriNet has established  four stock option plans:  (1)  Non-qualified  and
incentive stock option plan , effective  January 1, 2000; (2)  Non-qualified and
incentive  stock option plan ,  effective  March 8, 2000;  (3) 2001  Officers' &
Directors' Stock Option Plan,  effective as of January 1, 2001; and (4) AmeriNet
Communications,  Inc.  Incentive  Stock Option Plan  Indenture,  effective as of
October  1,  2000.   Other  options  and  warrants  were  granted   pursuant  to
acquisitions  or to  current  stockholders.  Park City  Group has been  provided
copies of all four  plans and all  warrants  and award  certificates.  The table
provides  information related to the options to purchase AmeriNet's common stock
as of May 31, 2001.

<TABLE>
<S>                       <C>                    <C>              <C>             <C>                <C>

Name                     Title/ Description      Amount           Price          Granted             Exercisable
Officers Warrants
for Employment
Michael Jordan           President               100,000w*        $0.69w         8/19/99             9/1/00 to 8/31/03
Larry Van Etten          President               100,000w*        $0.56w         5/22/00             7/1/01 to 6/30/04
Larry Van Etten          President               50,000w          $0.60w         5/22/00             5/22/00 to 8/19/00
David Cantley            CFO                     50,000w *        $1.4325w       2/17/00             7/1/01 to 6/30/04
                                                 50,000w *        $0.5625w       5/26/00             7/1/01 to 6/30/04
Vanessa Lindsey          Secretary               15,000w *        $1.28w         11/11/99            1/1/01 to 12/31/02
Director's Options       2000 Plan dated
                         January 1, 2000
                         1,000,000 shares
Saul B. Lipson           Director Audit C        50,000w          $1.0625w       10/26/99            1/1/01 to 2/31/02
Michael H. Jordan        Director Exec. C        30,000           $1.44          11/4/99             *        12/31/02
Richard Chamberlin       Director, Exec. M       25,000           $1.44          11/4/99             *        12/31/02
Anthony Joffe            Director , Exec M       35,000           $1.44          11/4/99             *        12/31/02
Ed Dmytryk               Director, Audit M       25,000           $1.44          11/4/99             *        12/31/02
David Cantley            Director                6,000            $1.44          2/17/00             *        12/31/02
Vanessa Lindsey          Director, Exec. M       16,200           $1.44          4/6/00              *        12/31/02
Larry Van Etten          Director, Exec. M       12,600           $1.44          5/22/01             *        12/31/02
Bruce Gleason            Director                15,000           $1.44          11/4/99             *        12/31/02
TOTALS                    470,200 shares left    529,800 *                       There are 2,000,000 left under the
                         under the plan          shares                          March 31, 2000 plan
                                                 granted
Directors Options        January 1, 2001
                         Option Plan for
                         1,000,000 shares
Doug Wilson              Director, Exec. M       9,000            $0.27          4/16/01             4/16/01-12/31/03

<PAGE>

Larry Van Etten          Director, Exec. M       9,000            $0.27          4/16/01             4/16/01-12/31/03
Vanessa Lindsey          Director Exec. M        9,000            $0.27          4/16/01             4/16/01-12/31/03
Ed Dmytryk               Director Exec C.        11,000           $0.27          4/16/01             4/16/01-12/31/03
Tony Joffe               Director, Audit M       15,000           $0.27          4/16/01             4/16/01-12/31/03
J. Bruce Gleason         Director                5,000            $0.27          4/16/01             4/16/01-12/31/03
Richard Chamberlin       Director,               5,000            $0.27          4/16/01             4/16/01-12/31/03
David Cantley            Director                5,000            $0.27          4/16/01             4/16/01-12/31/03
Charles Champion         Director, Audit C       15,000           $0.27          4/16/01             4/16/01-12/31/03
TOTALS                    917,000 shares left    83,000
                         under theplan           shares
                                                 granted
Warrants &
Options(held by
persons involved
in acquisition of
subsidiaries)
Arthur & Joann           Trilogy                 6,667w           $0.75          11/30/99        11/30/99 to  11/30/04
Calabro
George Campen            Trilogy                 3,333w           $0.75          11/30/99        11/30/99 to  11/30/04
Antares Capital          Trilogy                 47,273w          $0.75          11/30/99        11/30/99 to  11/30/04
Management
Daniel Conroy            Trilogy                 10,000w          $0.75          11/30/99        11/30/99 to  11/30/04
Bill and Dawn            Trilogy                 5,000w           $0.75          11/30/99        11/30/99 to  11/30/04
DeRosa
Donald Downs             Trilogy                 12,667           $0.75          11/30/99        11/30/99 to  11/30/04
Peter Glint              Trilogy                 13,333w          $0.75          11/30/99        11/30/99 to  11/30/04
John Goodman             Trilogy                 20,000w          $0.75          11/30/99        11/30/99 to  11/30/04
Maxwell                  Trilogy                 5,000w           $0.75          11/30/99        11/30/99 to  11/30/04
Hazelwood
John & Penny             Trilogy                 20,000w          $0.75          11/30/99        11/30/99 to  11/30/04
Holmes
Stephen Holmes           Trilogy                 20,000w          $0.75          11/30/99        11/30/99 to  11/30/04
Robert Imparato          Trilogy                 5,000w           $0.75          11/30/99        11/30/99 to  11/30/04
SOG Investments          Trilogy                 20,000w          $0.75          11/30/99        11/30/99 to  11/30/04
Robert & Janet           Trilogy                 20,000w          $0.75          11/30/99        11/30/99 to  11/30/04
Lewis



<PAGE>

John & Barbara           Trilogy                 3,333w           $0.75          11/30/99        11/30/99 to  11/30/04
Meeks
Ronald Musich            Trilogy                 20,000w          $0.75          11/30/99        11/30/99 to  11/30/04
Enid & Bernard           Trilogy                 10,000w          $0.75          11/30/99        11/30/99 to  11/30/04
Rudd
James Engstrom           Trilogy                 6,667w           $0.75          11/30/99        11/30/99 to  11/30/04

Jonathan Eichner         Investor                50,000w          $0.75          3/1/00 to 6/30/02
Debra Elenson            Investor                100,000w         $0.75          3/1/00 to 6/30/02

Yankee Companies         Investor                1,000,000w       $0.22          5/2/01            5/31/01to 9/30/01

</TABLE>

*    Shares which were  granted  under the  Non-qualified  and  incentive  stock
     option plan, effective January 1, 2000.

w    means warrant, all others are options


<PAGE>

                                      3.2B4
                               Registration Rights

1.    List of persons with registration rights:

         Debra Elenson                        100,000 shares and 100,000 shares
                                              for warrants
         Jonathan Eichner                     100,000 shares and 50,000 shares
                                              for warrants
         Scott Heicken                        100,000 shares
         K. Walker, LTD.                      250,001 shares
         Joseph D. Radcliffe                  67,000 shares
         Hamilton, Lehrer & Dargan, P.A.      50,000 shares

     However, all such shares have met Rule 144 holding periods,  except for the
150,000 shares reserved for warrants and the 50,000 shares for Hamilton,  Lehrer
& Dargan, P.A.

2.   List of persons and amounts of stock being registered on S-8 stock prior to
     closing:

         A.       Vanessa H. Lindsey                 90,658
         B.       Edward Dmytryk                     187,741
         C.       Lawrence Van Etten                 178,643
         D.       George Franjola                    74,101
         E.       Douglas L. Wilson                  92,216
         F.       Richard Chamberlin                 2,000
         G.       David Cantley                      10,216

3.   The  securities  that will be  registered  on the  initial  SB-2 filed post
     closing will include:

         A.       Coast to Coast Realty              173,908
         B.       Bolina Trading Corp. SA            700,000
         C.       SKRD Trading Corp.                 10,000
         D.       Vanessa H. Lindsey                 90,680
         E.       Edward Dmytryk                     16,660
         F.       Robert Pozner                      666,680
         G.       K. Walker                          761,346
         H.       Debra Elenson                      836,680
         I.       Jonathan Eichner                   816,680
         J.       Scott Heiken                       266,680
         K.       Palm Air                           916,914
         L.       Larry Holman                       ( .333 of his 500,000 PC
                                                     shares converted to ABUY
                                                     shares )
         M.       Debra Elenson                      100,000  shares for warrant
         N.       Jonathan Eichner                   50,000 shares for warrant


<PAGE>



                                  Exhibit 3.2C3
                    Financial Representations and Disclosure


     3.2C3c(1):  Except  for the  divestiture  of  AmeriNet's  subsidiaries,  as
required by Park City Group, as a condition to this transaction

     3.2C3c(4):  Goodwill(an  intangible  asset) has been and will be materially
reduced as a result of the divestitures of AmeriNet's subsidiaries,  as required
by Park City Group, as a condition to this transaction

     3.2C3c(7):  Except for distributions of securities as required by Park City
Group, as a condition to this transaction

     3.2C3c(8):  Except for the sale or issuance  of  AmeriNet's  Capital  Stock
which is sold or granted in the ordinary course of business. However at closing,
not more than 27,300,000  shares of common stock will be  outstanding.  Attached
are copies of the common and preferred stock ledgers used by management.

     3.2C3c(9):  Except for a revolving loan agreement  between AmeriNet and the
Yankee  Companies,  Inc.("Yankees"),  dated May 5, 2000, and a convertible  loan
agreement  between  AmeriNet  and  Yankees,  dated  May 7,  2001.  However,  the
revolving loan agreement has been terminated.  Copies have been supplied to Park
City Group, along with a copy of the termination  agreement between AmeriNet and
Yankees,  dated May 23, 2001.  The  convertible  loan agreement has not yet been
terminated,  but will be  terminated at closing when the  outstanding  principal
will be converted to AmeriNet common stock at $0.17 per share.


<PAGE>


List of Common Shares Issued from December 1998 to May 31,2001
<TABLE>
<S>         <C>          <C>                                  <C>               <C>                <C>               <C>
Date        Amount of    Subscriber                           Total Offering    Total             Registration      Effective
issued      Securities                                        Consideration     Discounts or      Exemption         Date
            sold                                                                Commission        relied on
            4,166,148
12/9/98     630,000      Blue Lake Capital Corp               $0.02             None              (2)               11/06/98
12/9/98     108,750      M. Tucker C/F Shayna Tucker          $0.02             None              (2)               11/06/98
12/9/98     108,750      M. Tucker C/F Montana Tucker         $0.02             None              (2)               11/06/98
12/9/98     435,000      The Yankee Companies, Inc.("Yankees")$0.02             None              (2)               11/06/98
12/9/98     217,500      Calvo Family                         $0.02             None              (2)               11/06/98
12/9/98     50,000       Yankees                                                None (6)          (2)
12/9/98     125,000      R. Chamberlin                        $0.02             None              (2)               11/23/98
12/9/98     62,500       Anthony Joffe                        $0.02             None              (2)               11/23/98
12/9/98     62,500       Penny Field                          $0.02             None              (2)               11/23/98
12/9/98     25,000       Carrington                                             None (7)          (2)
5/25/99     50,000       Richard Chamberlin               for legal services(8) None              (2)               05/25/99

5/25/99     47,000       E. Granville Smith          settlement Bolina 30,000   None              (2)
                                                     shares and  K. Walker 17,000                                   03/19/99

5/25/99     150,000      Yankees                     Calvo settlement     (9)   None              (2)               02/18/99
7/26/99     1,769        Lynn Poppitti               AITC reorganization  (10)    (4)             (1)               06/25/99
7/26/99     1,105,325    Mike Umile                  AITC reorganization  (10)    (4)             (1)               06/25/99

7/26/99     1,127,431    Bruce Gleason               AITC reorganization  (10)    (4)             (1)               06/25/99
9/29/99     122,500      Yankees                     AITC reorganization  (10)    (4)             (1)               06/25/99

<PAGE>

9/29/99     20,000       Vanessa Lindsey       Part of Yankees AITC shares (10)   (4)             (1)               06/25/99
9/29/99     2,500        Ilene Scheinbart     Part of Yankees AITC shares  (10)   (4)             (1)               06/25/99
9/29/99     5,000        Warren Hirt          Part of Yankees AITC shares  (10)   (4)             (1)               06/25/99
10/7/99     15,000       Xcel            In lieu of interest on $75,000 loan(11) None             (2)               09/30/99
10/7/99     (126,238)    Bruce Gleason      sold his shares to Yankees for $0.25 None             (3)               08/25/99
10/7/99     (123,762)    Mike Umile         sold his shares to Yankees for $0.25 None             (3)               08/25/99
10/7/99     242,211      Yankees            bought from Gleason and Umile        None             (3)               08/25/99
10/7/99     7,789        Theodore & Susan Gill   part of Yankees bought from     None             (3)               08/25/99
                                                 Gleason and Umile
10/14/99    7,500        Internet Stock School       $6,075 of fixed assets (12) None             (2)               07/22/99
10/29/99    (841,378)    Bruce Gleason               AITC Recission              None             (2)               10/15/99
10/29/99    (841,378)    Mike Umile                  AITC Recission              None             (2)               10/15/99
11/1/99     190,000      Bolena                      $0.50   $  95,000           None             (2)               10/28/99
11/12/99    110,000      K. Walker                   $0.50   $  55,000           None             (2)               10/26/99
11/29/99    (94,602)     Yankees                     AITC Recission              None             (2)               10/15/99
12/7/99     2,211        Theodore & Susan Gill  AITC Stockholder and Exchanging  None             (2)               9/27/99
                                                     stockholders agreement      (10)
12/14/99    40,000       Jonathan Eichner            $0.50     $  20,000         None             (2)               06/23/99
12/14/99    100,000      Debra Elenson               $0.50     $  50,000         None             (2)               06/23/99
12/14/99    40,000       Evelyn Coleitti             $0.50     $   20,000        None             (2)               06/23/99
12/14/99    20,000       Debra Elenson               $0.50     $   10,000        None             (2)               09/08/99
12/14/99    80,000       Yankees                     $0.25     $   20,000         (4)             (2)               06/24/99
12/14/99    30,000       Yankees                     $0.25     $     7,500        (4)             (2)               09/03/99

<PAGE>

12/17/99    500,380      Michael Caputa           WRI merger                     None             (2)               11/12/99
12/17/99    10,000       J. Grant                 WRI merger                     None             (2)               11/12/99
12/17/99    10,000       J. Levy                  WRI merger                     None             (2)               11/12/99
12/17/99    10,620       Source Marketing         WRI merger                     None             (2)               11/12/99
12/17/99    13,319       Yankees                  WRI merger                      (4)             (2)               11/12/99
12/17/99    2,500        Warren Hirt              Part of Yankees WRI shares(14)  (4)             (2)               11/12/99
12/17/99    1,000        Ilene Scheinbart         Part of Yankees WRI shares(14)  (4)             (2)               11/12/99
12/17/99    3,500        Vanessa Lindsey          Part of Yankees WRI shares(14)  (4)             (2)               11/12/99
12/17/99    13,275       Bruce Gleason            Part of Yankees WRI shares(14)  (4)             (2)               11/12/99
12/17/99    13,275       Mike Umile               Part of Yankees WRI shares(14)  (4)             (2)               11/12/99
12/17/99    6,231        Lynn Poppitti            Part of Yankees WRI shares(14)  (4)             (2)               11/12/99
12/17/99    100,000      Vanessa Radcliffe        $0.50      $   50,000          None             (2)               11/10/99
TOTAL       8,164,126
01/04/00    16,000       Arthur Y. & Joann Calabro Trilogy Reorganization  (15)  None              (1)               12/01/99
                         JTWROS
01/04/00    8,000        George B. Campen         Trilogy Reorganization   (15)  None              (1)               12/01/99
01/04/00    113,454      Antares Capital
                               Management, Inc.   Trilogy Reorganization   (15)  None              (1)               12/01/99
01/04/00    24,000       Daniel Conroy            Trilogy Reorganization   (15)  None              (1)               12/01/99
01/04/00    12,000       Bill & Dawn DeRosaJTWROS Trilogy Reorganization   (15)  None              (1)               12/01/99
01/04/00    31,333       Donald J. Downes         Trilogy Reorganization   (15)  None              (1)               12/01/99
01/04/00    32,000       Peter Glint              Trilogy Reorganization   (15)  None              (1)               12/01/99
01/04/00    48,000       John B. Goodman          Trilogy Reorganization   (15)  None              (1)               12/01/99
01/04/00    12,000       Maxwell G. Hazelwood     Trilogy Reorganization   (15)  None              (1)               12/01/99
01/04/00    48,000  John & Penny R. MaxwellJTWROS Trilogy Reorganization   (15)  None              (1)               12/01/99

<PAGE>

01/04/00    48,000       Stephen P. Holmes        Trilogy Reorganization   (15)  None              (1)               12/01/99
01/04/00    12,000       Bob Imparto              Trilogy Reorganization   (15)  None              (1)               12/01/99
01/04/00    48,000       SOG Investments, Inc.    Trilogy Reorganization   (15)  None              (1)               12/01/99
01/04/00    48,000       Robert M. Lewis & Janet  Trilogy Reorganization   (15)  None              (1)               12/01/99
                         L. Lewis   JTWEROS
01/04/00    8,000        John J. Meeks Sr.&       Trilogy Reorganization   (15)  None              (1)               12/01/99
                          Barbara MeeksJTWROS
01/04/00    48,000       Ron Musich               Trilogy Reorganization   (15)  None              (1)               12/01/99
01/04/00    24,000   Enid & Bernard Rudd JTWROS   Trilogy Reorganization   (15)  None              (1)               12/01/99
01/04/00    16,000       James W. Engstrom        Trilogy Reorganization   (15)  None              (1)               12/01/99
01/04/00    841,381      Dennis & Carol Berardi   Trilogy Reorganization   (15)  None              (1)               12/01/99
01/04/00    800          Stephen Berardi          Trilogy Reorganization   (15)  None              (1)               12/01/99
01/04/00    800          Dale Martin Hernandez    Trilogy Reorganization   (15)  None              (1)               12/01/99
01/04/00    576          Sheilla Horan            Trilogy Reorganization   (15)  None              (1)               12/01/99
01/04/00    576          Lester Thornhill         Trilogy Reorganization   (15)  None              (1)               12/01/99
01/04/00    534          Jane Bicks               Trilogy Reorganization   (15)  None              (1)               12/01/99
01/04/00    6,934        David Cantley            Trilogy Reorganization   (15)  None              (1)               12/01/99
01/04/00    309          Ann McEver               Trilogy Reorganization   (15)  None              (1)               12/01/99
01/04/00    309          Linda Loque              Trilogy Reorganization   (15)  None              (1)               12/01/99
01/04/00    412          Ruth Hinnick             Trilogy Reorganization   (15)  None              (1)               12/01/99
01/04/00    72,864       Yankees                  Trilogy Reorganization   (16)   (4)              (1)               12/01/99
01/04/00    90,863       Robert Pozner            Part of Yankees shares          (4)              (1)               12/1/99
                                                   for Trilogy Reorg.      (16)
<PAGE>

01/04/00    18,000       Calvo Family             Part of Yankees shares          (4)               (1)               12/1/99
                                                  for Trilogy Reorg (16)
1/12/00     200,000      Yankees                  $0.25   $   50,000              (4)               (2)               11/19/99
1/21/00     67,000       Joe Radcliffe            $0.75   $   50,250              None              (2)               12/16/99
5/2/00      133,334      K. Walker, Ltd.          $0.75   $  100,000              None              (2)               01/31/00
5/2/00      100,000      K. Walker, Ltd.          $0.75   $   75,000              None              (2)               03/09/00
5/2/00      100,000      K. Walker, Ltd.          $0.60   $   60,000              None              (2)               03/23/00
5/2/00      100,000      Jonathan Eichner         $0.75   $   75,000              None              (2)               01/31/00
5/2/00      100,000      Scott Heicken            $0.75   $   75,000              None              (2)               02/28/00
5/2/00      100,000      Debra Elenson            $0.75   $   75,000              None              (2)               01/31/00
5/2/00      200,000      Bolena Trading Corp. S.A.$0.60   $  120,000              None              (2)               03/15/00
6/15/00     200,000      Xcel Associates, Inc.    settlement     (17)             None              (2)               05/31/00
6/16/00     4,400        Donald Downes             Shares he didn't               (4)               (1)               12/01/99
                                                   originally receive (15)
6/30/00     11,100,005   Total
7/3/00      377,099      Gerald & Leigh Cunningham    Lorilei   (18)              (4)               (1)               05/11/00
                                                      Reorganization
7/3/00      114,504      Yankees as escrow agent      Lorilei reorganization
                                                      as escrow  agent            (4)               (1)               05/11/00
                                                                (18)
7/3/00      80,916       Bruce Brashear,
                         Esquire as escrow agent      Lorilei Reorganization
                                                      as escrow agent             (4)               (1)               05/11/00
                                                                (18)
7/3/00      9,427        Mike Umile                   Part of Yankees shares      (4)               (1)               05/11/00
                                                      for Lorilei Reorganization
                                                                (18)
7/3/00      9,427        Bruce Gleason                Part of Yankees shares
                                                      for Lorilei Reorganization  (4)               (1)               05/11/00
                                                                (18)
7/3/00      8,869        George Franjola              Part of Yankees shares      (4)               (1)               05/11/00
                                                      for Lorilei Reorganization
                                                                (18)
<PAGE>

7/3/00      4,987        K. Walker, Ltd.              Part of Yankees shares      (4)               (1)               05/11/00
                                                      for Lorilei Reorganization
                                                                (18)
7/3/00      5,000        Larry Van Etten              Part of Yankees shares      (4)               (1)               5/11/00
                                                      for Lorilei Reorganization
                                                                (18)
7/3/00      7,000        Yankees                      in consideration for use    (4)               (2)
                                                      of collateral by Xcel
                                                                (11)
7/13/00     200,000      Palmair, Inc.            $4,000    exercise of warrant
                                                                (19)              None              (2)               04/08/00
7/13/00     56,000       Yankees                  $0.125  $    7,000              (4)               (2)               06/16/00
7/13/00     50,000       George Franjola          $0.25   $   12,500              None              (2)               06/05/00
7/13/00     50,000       John Franjola            $0.25   $   12,500              None              (2)               06/05/00
7/13/00     12,000       Larry Van Etten          $0.25   $    7,000              None              (2)               06/08/00
7/13/00     12,000        Linda Van Etten         $0.25   $    7,000              None              (2)               06/08/00
7/13/00     16,000       American Express for
                          Larry Van Etten         $0.25   $    7,000              None              (2)               06/08/00
7/13/00     16,000       American Express for
                          Linda Van Etten         $0.25   $    7,000              None              (2)               06/08/00
7/13/00     12,129,234   Total
9/12/00     12,129,234   Total
11/8/00     (841,381)    Return of
                          Berardi's Stock    superseder and exchange agreement    None              (1)               06/30/00
                                                                (15)
12/13/00    700,000      Yankees                  $0.125 Yankees converted $98, 500
                                                         of debt to equity        (4)               (2)               06/30/00
                                                                (20)
12/13/00    20,000       Coast to Coast Realty, Inc.  Part of Yankees conversion
                                                                (20)              (4)               (2)               06/30/00
12/13/00    5,000        Vanessa H. Lindsey           Part of Yankees conversion
                                                                (20)              (4)               (2)               06/30/00
12/13/00    9,000        George Franjola              Part of Yankees conversion
                                                                (20)              (4)               (2)               06/30/00
12/13/00    50,000       Larry Van Etten              Part of Yankees conversion
                                                                (20)              (4)               (2)               06/30/00
12/13/00    2,000        Nancy Molinari               Part of Yankees conversion
                                                                (20)              (4)               (2)               06/30/00
12/13/00    2,000        Sally Stroberg              Part of Yankees conversion
                                                                (20)              (4)               (2)               06/30/00
12/13/00    200,000      K. Walker, Ltd.             $0.25   $   50,000           None              (2)               05/16/00
12/13/00    16,667       K. Walker, Ltd.             $0.60   $   10,000.20        None              (2)               05/16/00
12/31/00    12,292,520   TOTAL
3/7/01      4,000        Arthur Y. & Joann Calabro   Trilogy Escrow
                                                                    (15)          None              (1)               12/01/99
3/7/01      2,000        George Campen               Trilogy Escrow
                                                                    (15)          None              (1)               12/01/99
3/7/01      28,364       Antares Capital
                          Management, Inc.           Trilogy Escrow (15)          None              (1)               12/01/99
3/7/01      6,000        Daniel Conroy               Trilogy Escrow (15)          None              (1)               12/01/99
3/7/01      3,000        Bill & Dawn De Rosa         Trilogy Escrow (15)          None              (1)               12/01/99
3/7/01      8,933        Donald Downes               Trilogy Escrow (15)          None              (1)               12/01/99
3/7/01      8,000        Peter Glint                 Trilogy Escrow (15)          None              (1)               12/01/99
3/7/01      12,000       John Goodman                Trilogy Escrow (15)          None              (1)               12/01/99
3/7/01      3,000        Maxwell G. Hazelwood        Trilogy Escrow (15)          None              (1)               12/01/99
3/7/01      12,000       John B. Holmes &
                          Penny R. Mansell           Trilogy Escrow (15)          None              (1)               12/01/99
3/7/01      12,000       Stephen P. Holmes           Trilogy Escrow (15)          None              (1)               12/01/99
3/7/01      3,000        Robert Imparato             Trilogy Escrow (15)          None              (1)               12/01/99
3/7/01      12,000       SOG Investments             Trilogy Escrow (15)          None              (1)               12/01/99
3/7/01      12,000       Robert M. & Janet D. Lewis  Trilogy Escrow (15)          None              (1)               12/01/99
3/7/01      2,000        John L. Meeks &
                          Barbara Meeks              Trilogy Escrow (15)          None              (1)               12/01/99
3/7/01      12,000       Ronald Musich               Trilogy Escrow (15)          None              (1)               12/01/99
3/7/01      6,000        Enid & Bernard Rudd         Trilogy Escrow (15)          None              (1)               12/01/99
3/7/01      4,000        James W. Engstrom           Trilogy Escrow (15)          None              (1)               12/01/99
3/7/01      200          Stephen Berardi             Trilogy Escrow (15)          None              (1)               12/01/99

<PAGE>

3/7/01      200          Dale Martin Hernandez       Trilogy Escrow (15)          None              (1)               12/01/99
3/7/01      144          Sheilla Horan               Trilogy Escrow (15)          None              (1)               12/01/99
3/7/01      144          Lester Thornhill            Trilogy Escrow (15)          None              (1)               12/01/99
3/7/01      133          Jane Bicks                  Trilogy Escrow (15)          None              (1)               12/01/99
3/7/01      1,733        David K. Cantley            Trilogy Escrow (15)          None              (1)               12/01/99
3/7/01      77           Margaret Mc Ever            Trilogy Escrow (15)          None              (1)               12/01/99
3/7/01      77           Linda Logue                 Trilogy Escrow (15)          None              (1)               12/01/99
3/7/01      103          Ruth Shinnick               Trilogy Escrow (15)          None              (1)               12/01/99
3/7/01      15,947       Yankees                     Trilogy Escrow (15)          None              (1)               12/01/99
3/7/01      10,000       Calvo Family                Trilogy Escrow (15)          None              (1)               12/01/99
                          Spendthrift Trust (AmeriNet Group)
3/7/01      16,947       Robert Pozner               Trilogy Escrow (15)          None              (1)               12/01/99
3/23/01     (15,947)     Yankees returned-
                          issued wrong number of     Trilogy Escrow (15)          None              (1)               12/01/99
                         shares on 3/7/01
3/23/01     5,000        Carrington Capital          Yankees compensation         None              (1)               12/1/99
                                                     Trilogy Escrow (15)
3/23/01     1,947        Yankees                     Trilogy Escrow (15)          None              (1)               12/1/99
3/31/01     12,479,522   TOTAL

4/26/01     (500,380)    Michael Caputa              Return of shares  pursuant
                                                      to WRI settlement agreement
                                                                    (13)
5/14/01     7,720        Frontline Processing        settlement on behalf         None              (1)
                                                      of Umile and Gleason AITC
5/3/01      484,752      Yankees                     Yankees exercise of warrant
                                                                   (21)           (4)               (2)
5/3/01      1,000,000    Calvo Family                Yankees exercise of warrant  (4)               (2)
                                                      and distributed shares back
                                                      to its stockholders
                                                                   (21)
<PAGE>

5/3/01      1,000,000    Tucker Family               Yankees exercise of warrant and                (2)
                                                      distributed shares back to its
                                                      stockholders (21)
5/23/01     10,000       Edward C. Dmytryk           escrow agent for WRI and                       (2)
                                                      PriMed agreement
5/28/01     173,908      Coast To Coast Realty, Inc. Services as corporation information            (2)
                                                      spokesperson May 2000 to May  2001
5/28/01     220,000      Bolina Trading Corp         conversion of debt to equity                   (2)
                                                     $55,000           @$0.25
5/28/01     10,000       SKRD Trading Corp           Conversion of preferred to common
5/28/01     90,680       Vanessa H. Lindsey          Conversion of preferred to common
5/28/01     16,660       Edward C. Dmytryk           Conversion of preferred to common
5/28/01     666,680      Robert Pozner               Conversion of preferred to common
5/31/01     227,860      K. Walker                   Conversion of preferred to common
5/31/01     480,000      Bolena                      Conversion of preferred to common
5/31/01     600,000      Calvo Family                Conversion of preferred to common
5/31/01     5,193,340    Yankees                     Conversion of preferred to common
5/31/01     186,680      Debra Elenson               Conversion of preferred to common
5/31/01     166,680      Jonathan Eichner            Conversion of preferred to common
5/31/01     166,680      Scott Heicken               Conversion of preferred to common
5/31/01     450,400      Palm Air                    Conversion of preferred to common
5/31/01     26,660       Leonard M. Tucker           Conversion of preferred to common
5/31/01     573,340      Blue Lake                   Conversion of preferred to common
6/8/01      178,643      Lawrence R. Van Etten       compensation and expenses                       S-8
6/8/01      74,101       George Franjola             compensation                                    S-8
6/8/01      90,658       Vanessa H. Lindsey          compensation                                    S-8
6/8/01      187,741      Edward C. Dmytryk           compensation and expenses                       S-8
6/8/01      92,216       Douglas L. Wilson           compensation                                    S-8
6/8/01      2,000        G. Richard Chamberlin       compensation                                    S-8
6/8/01      10,216       David K. Cantley            compensation                                    S-8
6/8/01      533,486      K. Walker                   Finders fee
6/8/01      466,514      Palm Air
6/8/01      650,000      Jonathan Eichner            finders fee
6/8/01      650,000      Debra Elenson               finders fee

6/8/01      161,622      Calvo Family Spendthrift Trust  Yankees exercise of warrant and
                                                         distributed shares back to its
                                                         stockholders (21)
6/8/01      161,621      Tucker Family Spendthrift Trust Yankees exercise of warrant and
                                                         distributed shares back to its
                                                         stockholders (21)
6/8/01      150,000      Vanessa H. Lindsey              Yankees exercised warrant &
                                                         distributed shares to its employees  (21)
6/8/01      100,000      Edward C. Dmytryk               Yankees exercised warrant (21)
6/8/01      20,000       Sally Stroberg                  Yankees exercised warrant &
                                                         distributed shares to its employees (21)
6/8/01      20,000       Nancy Malonari                  Yankees exercised warrant &
                                                         distributed shares to its employees (21)

<PAGE>

6/8/01      20,000       Warren Hirt                     Yankees exercised warrant &
                                                         distributed shares to its employees (21)
6/8/01      5,000        Jennifer Mitchem                Yankees exercised warrant &
                                                         distributed shares to its employees (21)
6/8/01     (5,000)      Sara Sanders                     AmeriNet purchased shares for $1500
</TABLE>

27,300,000 total common stock outstanding


(1)       Section 4(2) of the  Securities  Act. In each case, the subscriber was
          required to represent  that the shares were  purchased for  investment
          purposes, the certificates were legended to prevent transfer except in
          compliance  with applicable laws and the transfer agent was instructed
          not to permit transfers unless directed to do so by our company, after
          approval  by its legal  counsel.  In  addition,  each  subscriber  was
          directed to review our company's filings with the Commission under the
          Exchange Act and was provided with access to our  company's  officers,
          directors, books and records, in order to obtain required information.

(2)       Section 4(6) of the  Securities  Act. In each case, the subscriber was
          required to represent  that the shares were  purchased for  investment
          purposes, the certificates were legended to prevent transfer except in
          compliance  with applicable laws and the transfer agent was instructed
          not to permit transfers unless directed to do so by our company, after
          approval by its legal counsel.  Each subscriber was directed to review
          our company's  filings with the Commission  under the Exchange Act and
          was provided with access to our company's officers,  directors,  books
          and records,  in order to obtain required  information;  and, a Form D
          reporting the transaction was filed with the Commission.

(3)       Section 4(1 1/2 ) of the Securities  Act. The  transaction  involved a
          private sale of restricted  securities  under the  exemption  commonly
          referred to as the Section 4 1 1/2 exemption.  The recipient  receives
          restricted  securities  but,  if  obtained  from a person not deemed a
          control person under  Commission  Rule 144, the recipient is permitted
          to "tack the  transferor's  holding period" for purposes of Commission
          Rule 144.

(4)       No commissions  or discounts  were paid to anyone in conjunction  with
          the sale of the foregoing  securities,  except that Yankees  exercised
          preferential  subscription  rights  granted by our company in Yankees'
          consulting  agreement or that it may be entitled to compensation based
          on the terms of its consulting agreement with our company.

(5)       Part of a private  placement  of  1,750,000  shares  of our  company's
          common stock required to raise  emergency  capital for our company and
          to induce  Yankees to provide  services  to our  company  and  recruit
          officers and directors while its consulting agreement with our company
          was being negotiated.


<PAGE>


          The shares were allocated by Yankees among its  stockholders and their
          families  and to three  individuals  who agreed to serve as members of
          our company's board of directors (one of whom who also agreed to serve
          as our company's secretary and general counsel).  Consideration was an
          aggregate of $35,000.

(6)       Reimbursement  for  50,000  shares  transferred  by the  Calvo  Family
          Spendthrift  Trust to  Carrington  Capital  Corp.,  at the  request of
          Edward Granville-Smith, Jr., then our company's sole executive officer
          and director, in partial consideration for its agreement to assist our
          company.

(7)       Consulting  assistance  pertaining  to  resumption  of  trading in our
          company's  securities,  including  preparation of required  disclosure
          information  pursuant to  Commission  Rule 5c2-11,  coordinating  with
          market  makers  in  filing  Form  15c2-11  with the  NASD and  general
          business advice and assistance.

(8)       Shares  issued  to G.  Richard  Chamberlin,  Esquire,  a member of our
          company's  board of  directors  as well as its  secretary  and general
          counsel,   as  additional   consideration  for  services  rendered  in
          conjunction with preparation of our company's Form 10-KSB for the year
          ended December 31, 1998.

(9)       The shares were issued in a settlement with William A. Calvo, III, for
          services and related costs  provided  between 1995 and 1998,  prior to
          the creation of Yankees.  The original  balance due was  approximately
          $150,000  but the terms of the  settlement  were not  consistent  with
          representations   made  by  our  company  in  conjunction  with  other
          transactions  at the time. As a result,  our company  agreed to adjust
          the  compensation  by issuance of 150,000  shares of its common stock,
          originally  valued by our  company and Mr.  Calvo at $3,000,  with the
          remaining balance due being written off in the interests of preserving
          our company's future business prospects.  Mr. Calvo, as a principal of
          Yankees,  had assigned his rights to such shares to Yankees  which was
          responsible  for the decision to write-off the remaining  balance due.
          During our company's  latest audit,  the value was adjusted to $24,000
          based on the average of the bid and offering  price for our  company's
          common stock ($0.16) on February 18, 1999,  the date the agreement was
          amended, and thereafter,  based on comments by the Commission's staff,
          the  difference  between the amount  owed and such fair  market  value
          ($126,000)  was  treated  as  additional  capital  contributed  to our
          company by Mr. Calvo.

(10)      Shares of common  stock  issued to  former  stockholders  of  American
          Internet who were officers or directors  thereof in exchange for their
          American Internet shares and to Yankees and its designees  pursuant to
          the  terms  of  its   consulting   agreement   with  our   company  in
          consideration  for  its  role  in  arranging  the  acquisition  (after
          material  reductions based on American  Internet's failure to meet its
          performance  projections and  inaccuracies in certain  pre-acquisition
          representations by American Internet's management).

(11)      Shares  issued to Xcel in lieu of interest on a $75,000  loan  (15,000
          shares)  and to  Yankees  for  having  pledged  35,000  shares  of our
          company's common stock as security for such loan (7,000 shares).

(12)      Shares issued to Internet Stock Trading  School  pursuant to the terms
          of the Equipment Purchase Agreement

(13)      On November 12, 1999,  WRI was merged into American  Internet with all
          of WRI's capital stock  canceled and converted  into 531,000 shares of
          our company's's common stock. In addition, the former WRI stockholders
          were granted the right to receive up to 150,000  additional  shares of
          our company's  common stock,  based on WRI's  performance over a three
          year period.  500,380 shares were returned by Michael Caputa  pursuant
          to the terms of a settlement agreement.

(14)      Pursuant to the terms of its  consulting  agreement  with our company,
          Yankees was entitled to  compensation in an amount equal to 10% of the
          consideration  received  by  the  former  WRI  stockholders,  for  its
          services in arranging for the  acquisition of WRI. As  contemplated in
          its consulting agreement,  a portion of such compensation was assigned
          by Yankees to persons who provide it with assistance in performing its
          services.  In addition,  Yankees voluntarily  assigned 6,231 shares to
          Lynn Popitti, a former stockholder in American Internet.

(15)      Shares  issued  in  exchange  for  all  of  Trilogy's  capital  stock,
          1,105,726 of the shares returned by Mr. and Mrs.  Berardi  pursuant to
          the terms of a settlement agreement.


<PAGE>



(16)      Pursuant to the terms of its  consulting  agreement  with our company,
          Yankees was entitled to  compensation in an amount equal to 10% of the
          consideration  received by the former  Trilogy  stockholders,  for its
          services in arranging for the  acquisition  of Trilogy,  half of which
          was assigned by Yankees to Robert Harris Pozner in  consideration  for
          his assistance in conjunction with the acquisition.

(17)      On May 31, 2000, our company entered into a settlement  agreement with
          Xcel Associates,  Inc. A copy of the settlement agreement was filed as
          an exhibit to a current  report on Form 8-K filed with the  Commission
          on June 15, 2000

(18)      Shares of common  stock  issued to Gerald A. and Leigh A.  Cunningham,
          former stockholders of Lorilei who were officers or directors thereof,
          in exchange for their Lorilei  shares and to Yankees and its designees
          pursuant to the terms of its consulting  agreement with our company in
          consideration for its role in arranging the acquisition.  A portion of
          the shares are being held by Yankees as escrow agent (114,504  shares)
          and by Bruce  Brashear,  Esquire  as  escrow  agent  (80,916  shares).
          Pursuant to the terms of its  consulting  agreement  with our company,
          Yankees is entitled to  compensation  in an amount equal to 10% of the
          consideration  received by the former  Lorilei  stockholders,  for its
          services in arranging  for the  acquisition  of Lorilei,  of which was
          assigned by Yankees to others.

(19)      On December 11, 1998, Mr. Scimeca received options to purchase 200,000
          shares of our company's  common stock,  at an exercise  price of $0.02
          per share as his only  compensation  from our company for  services in
          all  capacities.  Mr.  Scimeca  transferred  all of his  rights to our
          company's  securities,  including  those  reflected in this table,  to
          Palmair, Inc., a Bahamian corporation, with an address at 55 Frederick
          Street,   Box   CB-13039;   Nassau,   Bahamas   ("Palmair").   Chrisje
          Gentis-VerMeulen,  an  individual  with  an  address  at  Brouwrij  8;
          Breukelen (UTR) 3621, The  Netherlands  ("Ms.  Gentis-VerMeulen"),  is
          listed as the record  stockholder and director of Palmair.  The option
          was exercised by Palmair, Inc. on April 8, 2000.

(20)      At the issuers request, Yankees converted $98,5000 of debt to equity (
          a total of 788,000  shares of common stock ). A portion of the 788,000
          shares received by Yankees was given to persons by Yankees.

(21)      Option to purchase  12.5% of our  company's  outstanding  and reserved
          capital  stock  (including  all  securities  convertible  into capital
          stock)  outstanding  or  reserved,   measured  immediately   following
          exercise of the option,  in consideration for an aggregate of $90,000.
          The option was originally  granted during November of 1998 and covered
          10% of our company's  outstanding or reserved  common stock only, with
          the  exercise  price  being  $60,000.  It was  granted as a portion of
          consideration  granted to Yankees under its consulting  agreement with
          our company,  in exchange for Yankees  agreement to forego  hourly and
          document  licensing fees for a period of 365 days.  During November of
          1999,  our  company   requested  that  the  consulting   agreement  be
          renegotiated  to extend for another year the waiver of Yankees' hourly
          and document  licensing  fees and in  conjunction  with the  resulting
          amendment, the current terms were adopted. The amendment was disclosed
          in a report on  Commission  Form 8-K filed by our  company on December
          16, 1999.  The number of shares  issuable  cannot be  determined  with
          certainty,  The  transaction  and  option  agreement  are  more  fully
          described in our company's report on Form 10-QSB for the quarter ended
          September 30, 1998,  its Form 10- KSB for the years ended December 31,
          1998 and June 30,  1999,  and the report on Form 8-K filed on December
          16, 1999.  It has been  assumed  that the option will cover  2,500,000
          shares since only  20,000,000  shares of common stock are  authorized;
          however,  the number may be  different  based on the actual  number of
          outstanding and reserved shares of capital stock.  (actual certificate
          was for 2,484,752 shares)

<PAGE>

               List of Preferred Shares Issued as of May 15, 2001
<TABLE>
<S>         <C>       <C>       <C>                     <C>         <C>      <C>          <C>                     <C>          <C>

Date $     No. of     Certific Stockholders Name &       $ paid     Date of  From Whom    To Whom Shares are     Certific     # of
received   Shares &   ate No.  address                   per share  Transfe  transferred  Transferred            ate #        Shares
& Date     Signed     &
Issued     subscripti Exempti
           on agree.  on #
7-3-00     6,000 yes  22 (2)  Bolina Trading Corp. S.A.   $5.00
                                                       ($30,000)
7-7-00     3,600 yes  23 (2)  Bolina Trading Corp. S.A.   $5.00
                                                       ($18,000)
7-27-00    8,000 yes  24 (2)  Bolina Trading Corp. S.A.   $5.00
                                                       ($40,000
8-15-00    46,000 yes 14 (2)  The Yankee Companies, Inc.  $2.50 *
                                                      ($115,000
8-15-00    3,393 yes  15 (2)  K. Walker Ltd.              $5.00 *
                                                       ($16,965)
8-30-00    5,920 yes  16 (2)  PalmAir, Inc.               $5.00
                                                       ($29,600)
10-5-00    100,000       (2)  The Yankee Companies, Inc. $2.50 *    10-5-00  Yankees      Bolina Trading Corp. S.A. 25        6,400
               yes                          ("Yankees")($250,000
                                                                    10-5-00  Yankees      Vanessa H. Lindsey        18        500
                                                                    10-5-00  Yankees      PalmAir, Inc.             20        6,600
                                                                    10-5-00  Yankees      Debra Ellenson            21        1,000
                                                                    10-5-00  Yankees      Yankees                   17        85,500
11-13-00   27,797 yes    (2)  Yankees                    $2.50 *    11-13-00 Yankees      Palm Air                  02        2,000
                                                    ($64,492.50)
                                                                    11-13-00 Yankees      Vanessa Lindsey           03        797
                                                                    11-13-00 Yankees      Yankees                   01        25,000
11-13-00   16,000 yes    (2)  Yankees                    $2.50 *
                                                        ($40,000)
12-15-00   30,000 yes    (2)  Yankees                    $2.50*     12-5-00  Yankees      Vanessa Lindsey           05         1,000
                                                        ($75,000)
                                                                    12-5-00  Yankees      PalmAir, Inc.             06         2,000
                                                                    12-5-00  Yankees      Yankees                   04        27,000
1-31-01    5,000 yes     (2)  Yankees                    $10,000    1-31-01  Yankees      Debra Elenson             08         5,000
                                                         January
                                                         compensation
1-31-01    10,000 yes    (2)  Yankees                    $2.00*     1-31-01  Yankees      Jonathan Eichner          09         5,000
                                                       ($20,000)
                                                                    1-31-01  Yankees      Scott Heicken             10         5,000
1/29/01    1,333         (2)  Leonard M. Tucker          $1.50
                                                        ($2,000)
2/28/01    10,000 yes 36 (2)  Blue Lake Capital Corp.    $1.50
                                                       ($15,000)
2/28/01    12,000 yes 28 (2)  Yankees                    $1.50
                                                       ($18,000)
2/28/01    6,667 yes     (2)  Yankees                    $1.50      2/28/01  Yankees      K. Walker, Ltd.           29         2,500
                                                       ($10,000)
                                                       February
                                                     compensation
                                                                    2/28/01  Yankees      PalmAir, Inc.             30         2,500
                                                                    2/28/01  Yankees      Vanessa Lindsey           31           834
                                                                    2/28/01  Yankees      Edward Dmytryk            33           833


<PAGE>

3/1/01     10,000 yes 35 (2)  Calvo Family Spendthrift Trust $1.50
                                                         ($15,000)
3/31/01    6,667 yes     (2)  Yankees                        $1.50  3/31/01  Yankees      K. Walker, Ltd.           29         4,000
                                                         ($10,000)
                                                          March
                                                       compensation
                                                                    3/31/01  Yankees      SRKD Trading Corp.        34           500
                                                                                          2500 N. Military Trail,
                                                                                          Suite 240; Boca Raton, FL 33431
                                                                    3/31/01  Yankees      Vanessa Lindsey           31           667
                                                                    3/31/01  Yankees      Yankees                   28         1,500
3/31/01    89,072 yes    (2)  Yankees                        $1.50  3/31/01  Yankees      PalmAir                   30         3,500
                                                         ($133,608)
                                                                    3/31/01  Yankees      K. Walker                 29         1,500
                                                                    3/31/01  Yankees      Vanessa Lindsey           31           736
                                                                    3/31/01  Yankees      Yankees                   28        83,336
                         (3)  Yankees took shares from cert         3/16/01  Yankees      Robert Pozner                     (33,334)
                            # ____ and had it issued
                         (3)  Yankees took shares from cert         3/19/01  Yankees      Debra Ellenson                     (3,334)
                            # ____ and had it issued
                         (3)  Yankees took shares from cert         3/19/01  Yankees      Scott Heicken                      (3,334)
                            # ____ and had it issued
                         (3)  Yankees took shares from cert         3/19/01  Yankees      Jonathan Eichner                   (3,334)
                           # ____ and had it issued
3/31/01    14,667 yes 36 (2)  Blue Lake Capital              $1.50
                                                         ($22,000)
3/31/01    1,333 yes  35 (2)  Calvo Family                   $1.50
                                                           ($2,000)
4/10/01    6667          (2)  Calvo Family                   $1.50
                                                          ($10,000)
4/10/01    4,000      36 (2)  Blue Lake                      $1.50
                                                           ($6,000)
4/24/01    4,000         (2)  Calvo Family                   $1.50
                                                           ($6,000)
4/27/01    4,000         (2)  Calvo Family                   $1.50
                                                           ($6,000)
4/30/01    6,667         (2)  Yankees                      $10,000
                                                           compensation
                                                           for April
5/3/01     (6667)     04      Yankees                     cashless  5/3/01   Yankees                       received
                                                                             exercise                      20,333 shares back
                                                                             of warrant                    from certificate # 4
                                                                                                           which was originally
                                                                                                           for 27,000 shares
5/701      4,000         (2)  Calvo Family                   $1.50
                                                           ($6,000)
5/31/01    6667          (2)  Yankees                        $1.50
                                                          ($10,000)
                                                           May
                                                        compensation
5/25/01    (500)              SKRD Trading Corp.             (4)
5/25/01    (4534)             Vanessa Lindsey                (4)

5/25/01    (833)              Edward C. Dmytryk              (4)
5/25/01    (33,334)           Robert Pozner                  (4)
5/31/01    (24,000)           Bolina Trading Corp            (4)
5/31/01    (1,333)            Leonard M. Tucker              (4)
5/31/01    (22,520)           PalmAir, Inc.                  (4)
5/31/01    (11,393)           K. Walker                      (4)
5/31/01    (9,334)            Debra Elenson                  (4)
5/31/01    (28,667)           Blue Lake capital              (4)
5/31/01    (30,000)           Calvo Family                   (4)
5/31/01    (8,334)            Scott Heicken                  (4)
5/31/01    (8,334)            Jonathan Eichner               (4)
5/31/01    (259,667)          Yankees                        (4)
</TABLE>

0 shares outstanding

*        certificate numbers 11, 12, 13, 19 are all voided and cancelled.

(1)  Section  4(2) of the  Securities  Act.  In each case,  the  subscriber  was
     required  to  represent  that the  shares  were  purchased  for  investment
     purposes,  the  certificates  were legended to prevent  transfer  except in
     compliance  with  applicable laws and the transfer agent was instructed not
     to permit transfers unless directed to do so by our company, after approval
     by its legal counsel.  In addition,  each subscriber was directed to review
     our company's  filings with the  Commission  under the Exchange Act and was
     provided  with  access  to our  company's  officers,  directors,  books and
     records, in order to obtain required  information.

(2)  Section  4(6) of the  Securities  Act.  In each case,  the  subscriber  was
     required  to  represent  that the  shares  were  purchased  for  investment
     purposes,  the  certificates  were legended to prevent  transfer  except in
     compliance  with  applicable laws and the transfer agent was instructed not
     to permit transfers unless directed to do so by our company, after approval
     by its legal counsel.  Each subscriber was directed to review our company's
     filings with the  Commission  under the Exchange Act and was provided  with
     access to our company's officers, directors, books and records, in order to
     obtain  required  information;  and, a Form D reporting the transaction was
     filed with the Commission.

(3)  Section 4(1 1/2 ) of the Securities Act. The transaction involved a private
     sale of restricted  securities under the exemption  commonly referred to as
     the Section 4 1 1/2 exemption. The recipient receives restricted securities
     but, if obtained from a person not deemed a control person under Commission
     Rule 144, the  recipient is  permitted  to "tack the  transferor's  holding
     period" for purposes of Commission Rule 144.

(4) Converted preferred shares to Common.




<PAGE>

                                  Exhibit 3.2C4
            Comment Letters from the Securities & Exchange Commission

     The company  received a notice from the Securities and Exchange  Commission
on March  15,  2001,  suggesting  that an S-3  would be  inappropriate  to file:
"because  we  failed  to  meet  the  requirements  for  the  use of  this  form,
specifically  General  Instruction  1.B.3." Park City Group has been  provided a
copy of the letter from the Commission.


                                  Exhibit 3.2E
                         Pending & Threatened Litigation

     AmeriNet is not aware of any threatened litigation,  except that one of its
directors,  J. Bruce  Gleason has refused to sign a termination  and  settlement
agreement based on the following allegation, which management refutes:

     J. Bruce  Gleason,  a member of AmeriNet's  board  through an  acquisition,
indicated  that he feels he is owed  approximately  $32,000  from  AmeriNet.  Ed
Dmytryk showed existing  documents and information  pertaining to this claim and
the Board determined that there was no cause for the Board to settle.  However a
compromise was offered and Mr.  Gleason  refused the  compromise.  A copy of the
letter from Bruce  Gleason's  attorney and his  partner,  Mr.  Umile,  have been
provided to Park City Group.

     AmeriNet,  Inc., a Delaware  corporation,  owns the trademark for AmeriNet,
AmeriNet and Design.  In August of 1999,  AmeriNet,  Inc.  threatened  action if
AmeriNet Group.com, Inc. continued using the abbreviated form of AmeriNet in its
communication.  In April of 2001,  Ed Dmytryk,  talked to both  AmeriNet,  Inc's
lawyer and president and discussed the pending  acquisition  of Park City Group.
The president of AmeriNet,  Inc.  indicated that if the  acquisition  took place
there would be no further action on their behalf as long as AmeriNet  Group.com,
Inc.'s name changed,  as agreed to by Park City Group. A copy of the letter from
AmeriNet, Inc's lawyer has been provided to Park City Group.

     AmeriNet  of  Michigan,  a Michigan  corporation,  owns the  trademark  for
AmeriNet In December of 1999,  AmeriNet of Michigan assured AmeriNet  Group.com,
Inc. that they would continue to monitor the situation and will take appropriate
action to protect its rights if any actual  confusion occurs between our company
and their company.  A copy of the letter from AmeriNet of Michigan's  lawyer has
been provided to Park City Group.


<PAGE>


                                  Exhibit 3.2F
                            Tax Obligations and Liens

1.   The  exceptions  apply to AmeriNet only and not to its  subsidiaries  since
     there  will be no  subsidiaries  at  closing,  however  some of  AmeriNet's
     subsidiaries have not filed tax returns. (ie. Lorilei Communications,  Inc.
     & and AmeriNet Communications, Inc. )

2.   AmeriNet's tax returns for 1999 and 2000 were filed in April of 2001.

3.   Payroll taxes to the IRS for the 2nd quarter will need to be paid up to the
     date of closing.


                                  Exhibit 3.2H
                            Liabilities & Obligations

1.   There is a liability to officers  and  consultants  to issue  approximately
     635,575 shares of common stock.

2.   All outstanding options and warrants as reflected in Exhibit 3.2B should be
     considered a liability

3.   All outstanding registration rights as reflected in Exhibit 3.2B4 should be
     considered a liability

4.   A  copy  of  the  consulting   agreement   between  Funds  America  Finance
     Corporation  and AmeriNet has been provided to Park City. The only AmeriNet
     obligation  that  will  survive  closing  is the  obligation  to  provide a
     shareholders list.

5.   A copy of the  consulting  agreement  between  PriMed  Technologies,  Inc.,
     AmeriNet and Liberty  Transfer Co. has been provided to Park City. The only
     AmeriNet  obligation that will survive closing is the obligation to provide
     a shareholders list.

6.   Liability to pay Liberty Transfer Co. for services as transfer agent.

7.   All tax  obligations  reflected  in Exhibit  3.2F  should be  considered  a
     liability.

8.   Payroll to employees will be paid up to the date of closing.

9.   Contract with  Hamilton Lehrer & Dargan, P.A.

10.  Contract with Jericho Capital Corp.

11.  A claim from Bruce Gleason to pay him $32,000 and return  930,000 shares of
     AmeriNet's common stock. See Exhibit 3.2E Litigation.



<PAGE>


                                  Exhibit 3.2J
                                     Leases

         AmeriNet has no leases.




                                  Exhibit 3.2K2
                      Insurance Policies and Fidelity Bonds

         AmeriNet has no insurance policies or fidelity bonds.



<PAGE>

                                  Exhibit 3.2L
                            Contracts and Commitments

(i) Except as set forth below AmeriNet is not a party and has not been a party
for a period of at least one year to any collective bargaining agreement or
contract with any labor union:

         Not Applicable

(ii) Except as set forth below AmeriNet is not a party and has not been a party
for a period of at least one year to any bonus, pension, profit sharing,
retirement, or other form of deferred compensation plan:

- - *Non-Qualified Stock Option & Stock Incentive Plan, 2000, effective
   January 1, 2000with award certificates
- - *Non-Qualified Stock Option & Stock Incentive Plan, 2000, effective
   March 8, 2000                Filed on 10/22/99 10-KSB
- - *Non-Qualified Stock Option & Stock Incentive Plan, 2001, effective
   January 1, 2001 with award certificates
- - AmeriNet Communications, Inc. Stock Option Plan, effective October ,
  2000 Filed on 01/05/01 8-K
- - Agreement to Adopt Stock Option Plan, dated 12/22/00 Filed 12/21/00 8-K
- - Corporate Director Agreement - Cantley, David K., dated 12/21/00 filed on
  01/05/01 8-K
- - Corporate Director Agreement - Chamberlin, Richard, dated 12/21/00 filed on
  01/05/01 8-K
- - Corporate Director Agreement - Champion, Charles, dated 12/21/00 filed on
  01/05/01 8-K
- - Corporate Director Agreement - Dmytryk, Edward, dated 12/21/00 filed on
  01/05/01 8-K
- - Corporate Director Agreement - Gleason, Bruce, dated 12/21/00 filed on
  01/05/01 8-K
- - Corporate Director Agreement - Joffe, Anthony, dated 12/21/00 filed on
  01/05/01 8-K
- - Corporate Director Agreement - Lindsey, Vanessa, dated 12/21/00 filed on
  01/05/01 8-K
- - Corporate Director Agreement - Van Etten, Larry, dated 12/21/00 filed on
  01/05/01 8-K
- - Corporate Director Agreement- Wilson, Douglas, dated 12/21/00 filed on
  01/05/01 8-K
- - *Common Stock Purchase Warrant - Cantley, David K, dated 06/26/00
- - *Common Stock Purchase Warrant - Cantley, David K., dated 04/03/01
- - *Common Stock Purchase Warrant - Jordan, Michael, dated 06/26/00
- - *Common Stock Purchase Warrant - Lipson, Saul B., dated 06/26/00
- - *Common Stock Purchase Warrant - Lindsey, Vanessa H., dated 06/26/00
- - *Common Stock Purchase Warrant - Van Etten, Lawrence, dated 06/26/00

(iii) Except as set forth below AmeriNet is not a party and has not been a party
for a period of at least one year to any medical insurance or similar plan or
practice, whether formal or informal:

         Not applicable

(iv) Except as set forth below AmeriNet is not a party and has not been a party
for a period of at least one year to any contract for the employment of any
officer, employee, or other person on a full-time or consulting basis or
relative to severance pay or change-in-control benefits for any such person:

- - *Agreement with PriMed Technologies, Inc, AmeriNet and Liberty, dated 5/31/01
- - Consulting Agreement with Market Force, Inc. - dated 4/26/01
- - Strategic Consulting Agreement with Yankee Companies - dated 12/29/00
         Filed 01/05/01 8-K
- - Consulting Agreement, Amended - Yankees, dated 11/23/99 Filed 12/12/99 8-K
- - *Consulting Agreement - Funds America, dated 08/04/99 Filed 12/31/98 10-KSB
- - Contract of Service Agreement-Trinity Venture, dated 03/26/01
- - Corporate Information Service Agreement - Scimeca, Charles, dated 03/06/01
- - Corporate Information Service Agreement - Wall Street Watch, dated 03/13/01
- - Corporate Secretary Agreement - Lindsey, Vanessa, dated 01/11/00 Filed
   01/05/01 8-K
- - Director & Officer Superseder & Settlement Agreement - Cantley, David
- - Director & Officer Superseder & Settlement Agreement - Chamberlin, dated
   04/26/01
- - Director & Officer Superseder & Settlement Agreement - Dmytryk, dated 04/09/01


<PAGE>

- -   Director & Officer Superseder & Settlement Agreement - Franjola, dated
    04/26/01
- -   Director & Officer Superseder & Settlement Agreement - Lindsey, dated
    04/06/01
- -   Director & Officer Superseder & Settlement Agreement - Van Etten, dated
    04/10/01
- -   Director & Officer Superseder & Settlement Agreement - Wilson, dated
    04/11/01
- -   Employment Agreement - Cantley, David, dated 02/17/00 until 06/30/01
    Filed 10/13/00 10-K
- -   Employment Agreement- Jordan, Michael, dated 08/19/99 Filed 08/24/99 8-K
- -   Employment Agreement- Van Etten, Lawrence, dated 05/22/00,Filed105130/00 8-K
- -   Retainer Letter Agreement - Chamberlin, dated 03/13/01

(v) Except as set forth below AmeriNet is not a party and has not been a party
for a period of at least one year to any agreement or indenture relating to the
borrowing of money in excess of $2,000 or to mortgaging, pledging or otherwise
placing a lien on any assets of AmeriNet which has a fair market value in excess
of $5,000 in the aggregate:

- -  Convertible Loan Agreement, dated 5/7/01
- -  Loan & Security Agreement - The Yankee Companies, dated 05/05/00  Filed
   05/15/00 10-QSB
- -  Full Recourse Secured Promissory Note - Yankees, dated 05/05/00 Filed
   05/15/00 10-QSB
- -  Promissory Note - AmeriNet/Lorilei, dated 10/12/00      Filed 11/02/00 8-K
- -  Promissory Note-AmeriNet/ PriMed, dated 01/17/01

(vi) Except as set forth below AmeriNet is not a party and has not been a party
for a period of at least one year to any guaranty of any obligation for borrowed
money or otherwise, other than endorsements made for collection:

- -  Convertible Loan Agreement, dated 5/7/01
- -  Loan & Security Agreement - The Yankee Companies, dated 05/05/00,Filed
   05/15/00 10-QSB
- -  Full Recourse Secured Promissory Note - Yankees, dated 05/05/00, Filed
   05/15/00 10-QSB

(vii) Except as set forth below AmeriNet is not a party and has not been a party
for a period of at least one year to any lease or agreement under which it is
lessor of, or permits any third party to hold or operate, any property, real or
personal:

         Not applicable

(viii) Except as set forth below AmeriNet is not a party and has not been a
party for a period of at least one year to any contract or group of related
contracts with the same party for the purchase of products or services, under
which the undelivered balance of such products and services has a purchase price
in excess of $2,000:

         Not applicable

(ix) Except as set forth below AmeriNet is not a party and has not been a party
for a period of at least one year to any contract or group of related contracts
with the same party for the sale of products or services, under which the
undelivered balance of such products and services has a sales price in excess of
$2,000:

         Not applicable

(x)      Except as set forth below AmeriNet is not a party and has not been a
party for a period of at least one year to any franchise agreement:

         Not applicable

(xi) Except as set forth below AmeriNet is not a party and has not been a party
for a period of at least one year to any other agreement material to AmeriNet's
business or not entered into in the ordinary course of business:

- - Agreement to Assign Claims - Yankees/AmeriNet, dated 05/04/01
- - Assignment of Claims, dated 05/04/01
- - Assignment and Transfer of Bankruptcy Claim #18, dated 05/04/01


<PAGE>



- - Assignment and Transfer of Bankruptcy Claim #20, dated 05/04/01
- - Cisco Reseller Agreement, dated 02/09/01
- - Conversion Agreement - Blue Lake Capital Corp, dated 02/28/01 filed on
    05/15/01 10-Q
- - Conversion Agreement - Blue Lake Capital Corp, dated 03/31/01 filed on
    05/15/01 10-Q
- - Conversion Agreement - Blue Lake Capital Corp., dated 04/10/01 filed on
    05/15/01 10-Q
- - Conversion Agreement - Calvo Family Spendthrift Trust, dated 03/01/01 filed on
    05/15/01 10-Q
- - Conversion Agreement - Calvo Family Spendthrift Trust, dated 03/31/01 filed on
    05/15/01 10-Q
- - Conversion Agreement - Calvo Family Spendthrift Trust, dated 04/01/01 filed on
    05/15/01 10-Q
- - Conversion Agreement - Calvo Family Spendthrift Trust, dated 04/24/01 filed on
    05/15/01 10-Q
- - Conversion Agreement - Calvo Family Spendthrift Trust, dated 04/27/01 filed on
    05/15/01 10-Q
- - Conversion Agreement - Calvo Family Spendthrift Trust, dated 05/07/01 filed on
    05/15/01 10-Q
- - Conversion Agreement - K. Walker, LTD., dated 08/15/00 filed on 05/15/01 10-Q
- - Conversion Agreements - Tucker, Lenny, dated 01/29/01 filed on 05/15/01 10-Q
- - Conversion Agreement - Yankees, dated 06/30/00 filed on 05/15/01 10-Q
- - Conversion Agreement - Yankees, dated 08/15/00 filed on 05/15/01 10-Q
- - Conversion Agreement - Yankees, dated 10/05/00 filed on 05/15/01 10-Q
- - Conversion Agreement - Yankees, dated 11/13/00 filed on 05/15/01 10-Q
- - Conversion Agreement - Yankees, dated 12/05/00 filed on 05/15/01 10-Q
- - Conversion Agreement - Yankees, dated 01/31/01 filed on 05/15/01 10-Q
- - Conversion Agreement - Yankees, dated 01/31/01 filed on 05/15/01 10-Q
- - Conversion Agreement - Yankees, dated 02/28/01 filed on 05/15/01 10-Q
- - Conversion Agreement - Yankees, dated 02/28/01 filed on 05/15/01 10-Q
- - Conversion Agreement - Yankees, dated 03/31/01 filed on 05/15/01 10-Q
- - Conversion Agreement - Yankees, dated 03/31/01 filed on 05/15/01 10-Q
- - Conversion Agreement-Yankees, dated 4/30/01 filed on 05/15/01 10-Q
- - Conversion Agreement-Yankees, dated 5/31/01 filed on 05/15/01 10-Q
- - License Agreement - Yankees, dated 02/09/00 Filed 12/31/99 10-Q
- - License Agreement, Amendment - Yankees/WRI, dated 04/16/01 Filed 04/30/01 8-K
- - License Transfer Agreement, dated April 16, 2001
- - Reorganization Agreement - Lorilei, dated 05/11/00 Filed 05/30/00 8-K
- - Recission Agreement - Vista Vacation, dated 07/12/00 Filed 08/15/00 8-K
- - Settlement Agreement - Frontline Processing, dated 04/15/01
- - Subscription Agreement - Bolina Trading Corp.,dated 07/04/00 Filed on 05/15/01
- - Subscription Agreement - Bolina Trading Corp.,dated 07/07/00 Filed on 05/15/01
- - Subscription Agreement - Bolina Trading Corp.,dated 07/27/00 Template filed
   on 05/15/01
- - Subscription Agreement - Franjola, George, dated 06/06/00
- - Subscription Agreement - Franjola, John, dated 06/05/00
- - Subscription Agreement - K. Walker, Ltd., dated 06/07/00
- - Subscription Agreement - K. Walker, Ltd., dated 06/07/00
- - Subscription Agreement - Palmair, Inc., dated 08/30/00 Filed on 05/15/01 8-KSB
- - Subscription Agreement - Van Etten, Lawrence, dated 06/08/00
- - Subscription Agreement - Van Etten, Linda, dated 06/08/00
- - Subscription Agreement - Van Etten, Lawrence and Linda, dated 06/08/00
- - Subscription Agreement - The Yankee Companies, dated 06/16/00
- - Superseder & Exchange Agreement - Trilogy, dated 06/30/00 Filed 07/17/00 8-K
- - Superseder & Exchange Agreement - WRI, dated 01/26/01 Filed 02/08/01 8-K
- - Superseder & Settlement Agreement - Xcel, dated 05/31/00 Filed 06/15/00 8-K
- - Superseder and Termination Agreement -Yankees, dated 5/25/01
- - Warrant Agreement, Amended - Elenson, Debra , dated 5/22/01
- - Warrant Agreement, Amended - Eichner, Jonathan - dated May 23, 2001
- - Warrant Agreement - The Yankee Companies, dated 11/23/99 Filed 05/11/01 8-K
- - Warrant Agreement, Amended Supplement, dated 04/30/01 Filed 05/11/01 8-K
- - *Warrant Agreement, Yankees, dated 5/2/01
- - *Warrant Agency Agreement, Yankees/Liberty, dated 5/25/01


<PAGE>


- - Weekly Stock Picks.com, dated 03/07/01
- - Letter of Intent, dated 12/13/00
- - *Hamilton Lehrer & Dargan, P.A. - *Jericho Capital Corp.

* This agreement will remain in effect after the closing of the Park City
Group/AmeriNet reorganization.




                                  Exhibit 4.3C
                                    Consents


1.   A copy of the annual stockholders meeting minutes, dated December 21, 2001,
     have been provided to Park City.

2.   A copy of the Board minutes dated May 18, 2001,  have been provided to Park
     City.

3.   See exhibit 3.2L for a copy of the termination  agreement  between AmeriNet
     and Yankees.



                                  Exhibit 5.2D
                                  Legal Opinion

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.3
<SEQUENCE>4
<FILENAME>exb_2-3.txt
<DESCRIPTION>SECOND AMENDMENT TO REORGANIZATION AGREEMENT
<TEXT>

                  SECOND AMENDMENT TO REORGANIZATION AGREEMENT

     This Second Amendment to Reorganization  Agreement ("Second  Amendment") is
entered  into  as of the  13th  day of  June,  2001,  by  and  between  AMERINET
GROUP.COM,  INC., a Delaware corporation ("AmeriNet");  and RANDALL K. FIELDS, a
Utah  resident,   and  RIVERVIEW  FINANCIAL  CORP.,  a  California   corporation
(collectively, the "Park City Group's Participants ").

                                    RECITALS

     WHEREAS, AmeriNet and the Park City Group's Participants previously entered
into that certain  Reorganization  Agreement,  dated May 31, 2001, as amended on
June 11, 2001 (the "Reorganization Agreement"); and

     WHEREAS,  AmeriNet and the Park City Group's Participants desire to further
amend the Reorganization Agreement as provided herein.

                                    AGREEMENT

     NOW, THEREFORE,  in consideration of the mutual agreements set forth herein
and other good and valuable consideration,  the receipt and sufficiency of which
are hereby  acknowledged,  AmeriNet and the Park City Group's Participants agree
that the Reorganization Agreement shall be amended as follows:

     1.   Definitions.

          Terms used in this Second  Amendment and not otherwise  defined herein
          shall  have the same  meanings  as are set forth for such terms in the
          Reorganization Agreement.


     2.   Warrants and Debt Surviving Closing.

          The Reorganization  Agreement contemplates the survival beyond Closing
          of a Yankees  warrant to purchase up to  1,000,000  shares of AmeriNet
          common stock at an exercise price of $.22 per share. The Parties agree
          that (a)  prior to or  concurrently  with the  Closing,  Yankees  will
          deliver said  warrant to purchase up to  1,000,000  shares of AmeriNet
          common  stock to  AmeriNet  and the  warrant  and the  related  agency
          agreement will be cancelled; (b) in consideration of the surrender and
          cancellation of the warrant,  the repayment of amounts paid by Yankees
          or  its  affiliates,  on  behalf  of  AmeriNet,   representing  legal,
          accounting and other closing costs, up to an aggregate  maximum amount
          of $60,000,  will be an  obligation  of AmeriNet  and will survive the
          Closing;  and (c)  subsequent  to the Closing,  AmeriNet will issue to
          Yankees or its  affiliates,  and Yankees or its  affiliates  agrees to
          accept in full payment of the amounts  carried  over and  described in
          Subsection 2(b) hereof,  a number of shares of  unregistered  AmeriNet
          common stock  (rounded to the next share to avoid  fractional  shares)
          equal to such  amount  divided  by $.17 per  share,  for a maximum  of
          352,942 shares. Any provisions of the  Reorganization  Agreement which
          are contrary to or inconsistent with the foregoing are hereby amended,
          and shall be construed, so as to be consistent herewith.

     3.   AmeriNet Exhibits. The AmeriNet's Exhibits are hereby amended in their
          entirety as attached hereto as Exhibit A.

     4.   No Other  Amendment.  Except as  expressly  amended  pursuant  to this
          Second  Amendment,  the terms of the  Reorganization  Agreement  shall
          remain in full force and effect.

     5.   Counterparts.  This  Second  Amendment  may be executed in one or more
          counterparts,  each of which  shall be deemed an  original  and all of
          which together shall constitute one and the same document.



<PAGE>



     IN WITNESS  WHEREOF,  the parties have executed this Second Amendment as of
the date first set forth above.

                AMERINET GROUP.COM, INC., a Delaware corporation



                                            By:    /s/ Edward Dmytryk

                                            Its:       President



                       RANDALL K. FIELDS, a Utah resident

                                                   /s/ Randall K. Fields

               RIVERVIEW FINANCIAL CORP., a California corporation



                                            By:    /s/ Randall K. Fields
                                           Its:        President

     Section 2 of this Agreement  Acknowledged and Consented to by Yankees,  for
itself and its affiliates


                 YANKEES COMPANIES, INC., a Florida corporation

                                            By:    /s/ Leonard Tucker
                                            Its:       President


<PAGE>
                                    EXHIBIT A
                            AMENDED AMERINET EXHIBITS

                        AMERINET'S EXHIBITS AMENDMENT #2

     The  following  Exhibits are being  delivered  by AmeriNet  pursuant to the
Reorganization Agreement,  dated May 31, 2001, between Randall K. Fields, a Utah
resident,  Riverview  Financial  Corp., a California  corporation,  and AmeriNet
Group.com, a Delaware corporation (the "Reorganization Agreement").

     Any information disclosed in one Exhibit shall be deemed to be disclosed in
all Exhibits to which such  information is  applicable.  References to Articles,
Sections, Paragraphs, and Exhibits shall mean the Articles, Sections, Paragraphs
and  Exhibits of the  Reorganization  Agreement  and/or  these  Exhibits.  These
Exhibits are  incorporated  by reference  into and shall be deemed a part of the
Reorganization Agreement.

     No reference  in these  Exhibits to any  agreement  or  documents  shall be
construed as an admission or  indication to any other party other than Park City
Group,  Inc.  that such  agreement  or document is  enforceable  or currently in
effect  under such  agreement  or  document.  No  disclosure  in these  Exhibits
relating  to any  possible  breach  or  violation  of  any  agreement,  law,  or
regulation  shall be construed as an admission or  indication to any party other
than Park City  Group,  Inc.  that any such  breach or  violation  exists or has
actually occurred.



                                  Exhibit 1.1O
                        Consulting Agreement with Yankees

         A copy of the consulting agreements between Yankees and AmeriNet has
been provided to Park City.


<PAGE>

                                  Exhibit 3.2B
                               Options & Warrants

     AmeriNet has established  four stock option plans:  (1)  Non-qualified  and
incentive stock option plan , effective  January 1, 2000; (2)  Non-qualified and
incentive  stock option plan ,  effective  March 8, 2000;  (3) 2001  Officers' &
Directors' Stock Option Plan,  effective as of January 1, 2001; and (4) AmeriNet
Communications,  Inc.  Incentive  Stock Option Plan  Indenture,  effective as of
October  1,  2000.   Other  options  and  warrants  were  granted   pursuant  to
acquisitions  or to  current  stockholders.  Park City  Group has been  provided
copies of all four  plans and all  warrants  and award  certificates.  The table
provides  information related to the options to purchase AmeriNet's common stock
as of May 31, 2001.

<TABLE>
<S>                       <C>                    <C>              <C>             <C>                <C>

Name                     Title/ Description      Amount           Price          Granted             Exercisable
Officers Warrants
for Employment
Michael Jordan           President               100,000w*        $0.69w         8/19/99             9/1/00 to 8/31/03
Larry Van Etten          President               100,000w*        $0.56w         5/22/00             7/1/01 to 6/30/04
Larry Van Etten          President               50,000w          $0.60w         5/22/00             5/22/00 to 8/19/00
David Cantley            CFO                     50,000w *        $1.4325w       2/17/00             7/1/01 to 6/30/04
                                                 50,000w *        $0.5625w       5/26/00             7/1/01 to 6/30/04
Vanessa Lindsey          Secretary               15,000w *        $1.28w         11/11/99            1/1/01 to 12/31/02
Director's Options       2000 Plan dated
                         January 1, 2000
                         1,000,000 shares
Saul B. Lipson           Director Audit C        50,000w          $1.0625w       10/26/99            1/1/01 to 2/31/02
Michael H. Jordan        Director Exec. C        30,000           $1.44          11/4/99             *        12/31/02
Richard Chamberlin       Director, Exec. M       25,000           $1.44          11/4/99             *        12/31/02
Anthony Joffe            Director , Exec M       35,000           $1.44          11/4/99             *        12/31/02
Ed Dmytryk               Director, Audit M       25,000           $1.44          11/4/99             *        12/31/02
David Cantley            Director                6,000            $1.44          2/17/00             *        12/31/02
Vanessa Lindsey          Director, Exec. M       16,200           $1.44          4/6/00              *        12/31/02
Larry Van Etten          Director, Exec. M       12,600           $1.44          5/22/01             *        12/31/02
Bruce Gleason            Director                15,000           $1.44          11/4/99             *        12/31/02
TOTALS                    470,200 shares left    529,800 *                       There are 2,000,000 left under the
                         under the plan          shares                          March 31, 2000 plan
                                                 granted
Directors Options        January 1, 2001
                         Option Plan for
                         1,000,000 shares
Doug Wilson              Director, Exec. M       9,000            $0.27          4/16/01             4/16/01-12/31/03

<PAGE>

Larry Van Etten          Director, Exec. M       9,000            $0.27          4/16/01             4/16/01-12/31/03
Vanessa Lindsey          Director Exec. M        9,000            $0.27          4/16/01             4/16/01-12/31/03
Ed Dmytryk               Director Exec C.        11,000           $0.27          4/16/01             4/16/01-12/31/03
Tony Joffe               Director, Audit M       15,000           $0.27          4/16/01             4/16/01-12/31/03
J. Bruce Gleason         Director                5,000            $0.27          4/16/01             4/16/01-12/31/03
Richard Chamberlin       Director,               5,000            $0.27          4/16/01             4/16/01-12/31/03
David Cantley            Director                5,000            $0.27          4/16/01             4/16/01-12/31/03
Charles Champion         Director, Audit C       15,000           $0.27          4/16/01             4/16/01-12/31/03
TOTALS                    917,000 shares left    83,000
                         under theplan           shares
                                                 granted
Warrants &
Options(held by
persons involved
in acquisition of
subsidiaries)
Arthur & Joann           Trilogy                 6,667w           $0.75          11/30/99        11/30/99 to  11/30/04
Calabro
George Campen            Trilogy                 3,333w           $0.75          11/30/99        11/30/99 to  11/30/04
Antares Capital          Trilogy                 47,273w          $0.75          11/30/99        11/30/99 to  11/30/04
Management
Daniel Conroy            Trilogy                 10,000w          $0.75          11/30/99        11/30/99 to  11/30/04
Bill and Dawn            Trilogy                 5,000w           $0.75          11/30/99        11/30/99 to  11/30/04
DeRosa
Donald Downs             Trilogy                 12,667           $0.75          11/30/99        11/30/99 to  11/30/04
Peter Glint              Trilogy                 13,333w          $0.75          11/30/99        11/30/99 to  11/30/04
John Goodman             Trilogy                 20,000w          $0.75          11/30/99        11/30/99 to  11/30/04
Maxwell                  Trilogy                 5,000w           $0.75          11/30/99        11/30/99 to  11/30/04
Hazelwood
John & Penny             Trilogy                 20,000w          $0.75          11/30/99        11/30/99 to  11/30/04
Holmes
Stephen Holmes           Trilogy                 20,000w          $0.75          11/30/99        11/30/99 to  11/30/04
Robert Imparato          Trilogy                 5,000w           $0.75          11/30/99        11/30/99 to  11/30/04
SOG Investments          Trilogy                 20,000w          $0.75          11/30/99        11/30/99 to  11/30/04
Robert & Janet           Trilogy                 20,000w          $0.75          11/30/99        11/30/99 to  11/30/04
Lewis
John & Barbara           Trilogy                 3,333w           $0.75          11/30/99        11/30/99 to  11/30/04
Meeks
Ronald Musich            Trilogy                 20,000w          $0.75          11/30/99        11/30/99 to  11/30/04
Enid & Bernard           Trilogy                 10,000w          $0.75          11/30/99        11/30/99 to  11/30/04
Rudd
James Engstrom           Trilogy                 6,667w           $0.75          11/30/99        11/30/99 to  11/30/04

Jonathan Eichner         Investor                50,000w          $0.75                          3/1/00 to 6/30/02
Debra Elenson            Investor                100,000w         $0.75                          3/1/00 to 6/30/02

</TABLE>

*    Shares which were  granted  under the  Non-qualified  and  incentive  stock
     option plan, effective January 1, 2000.

w    means warrant, all others are options


<PAGE>

                                      3.2B4
                               Registration Rights

1.    List of persons with registration rights:

         Debra Elenson                        100,000 shares and 100,000 shares
                                              for warrants
         Jonathan Eichner                     100,000 shares and 50,000 shares
                                              for warrants
         Scott Heicken                        100,000 shares
         K. Walker, LTD.                      250,001 shares
         Joseph D. Radcliffe                  67,000 shares
         Hamilton, Lehrer & Dargan, P.A.      50,000 shares

     However, all such shares have met Rule 144 holding periods,  except for the
150,000 shares reserved for warrants and the 50,000 shares for Hamilton,  Lehrer
& Dargan, P.A.

2.   The  securities  that will be  registered  on the  initial  SB-2 filed post
     closing will include:

         A.       Coast to Coast Realty              173,908
         B.       Bolina Trading Corp. SA            700,000
         C.       SKRD Trading Corp.                 10,000
         D.       Vanessa H. Lindsey                 90,680
         E.       Edward Dmytryk                     16,660
         F.       Robert Pozner                      666,680
         G.       K. Walker                          761,346
         H.       Debra Elenson                      836,680
         I.       Jonathan Eichner                   816,680
         J.       Scott Heiken                       266,680
         K.       Palm Air                           916,914
         L.       Larry Holman                       ( .333 of his 500,000 PC
                                                     shares converted to ABUY
                                                     shares )
         M.       Debra Elenson                      100,000  shares for warrant
         N.       Jonathan Eichner                   50,000 shares for warrant


<PAGE>



                                  Exhibit 3.2C3
                    Financial Representations and Disclosure


     3.2C3c(1):  Except  for the  divestiture  of  AmeriNet's  subsidiaries,  as
required by Park City Group, as a condition to this transaction

     3.2C3c(4):  Goodwill(an  intangible  asset) has been and will be materially
reduced as a result of the divestitures of AmeriNet's subsidiaries,  as required
by Park City Group, as a condition to this transaction

     3.2C3c(7):  Except for distributions of securities as required by Park City
Group, as a condition to this transaction

     3.2C3c(8):  Except for the sale or issuance  of  AmeriNet's  Capital  Stock
which is sold or granted in the ordinary course of business. However at closing,
not more than 27,300,000  shares of common stock will be  outstanding.  Attached
are copies of the common and preferred stock ledgers used by management.

     3.2C3c(9):  Except for a revolving loan agreement  between AmeriNet and the
Yankee  Companies,  Inc.("Yankees"),  dated May 5, 2000, and a convertible  loan
agreement  between  AmeriNet  and  Yankees,  dated  May 7,  2001.  However,  the
revolving loan agreement has been terminated.  Copies have been supplied to Park
City Group, along with a copy of the termination  agreement between AmeriNet and
Yankees,  dated May 23, 2001.  The  convertible  loan agreement has not yet been
terminated,  but will be  terminated at closing when the  outstanding  principal
will be converted to AmeriNet common stock at $0.17 per share.


<PAGE>


List of Common Shares Issued from December 1998 to May 31,2001
<TABLE>
<S>         <C>          <C>                                  <C>               <C>                <C>               <C>
Date        Amount of    Subscriber                           Total Offering    Total             Registration      Effective
issued      Securities                                        Consideration     Discounts or      Exemption         Date
            sold                                                                Commission        relied on
            4,166,148
12/9/98     630,000      Blue Lake Capital Corp               $0.02             None              (2)               11/06/98
12/9/98     108,750      M. Tucker C/F Shayna Tucker          $0.02             None              (2)               11/06/98
12/9/98     108,750      M. Tucker C/F Montana Tucker         $0.02             None              (2)               11/06/98
12/9/98     435,000      The Yankee Companies, Inc.("Yankees")$0.02             None              (2)               11/06/98
12/9/98     217,500      Calvo Family                         $0.02             None              (2)               11/06/98
12/9/98     50,000       Yankees                                                None (6)          (2)
12/9/98     125,000      R. Chamberlin                        $0.02             None              (2)               11/23/98
12/9/98     62,500       Anthony Joffe                        $0.02             None              (2)               11/23/98
12/9/98     62,500       Penny Field                          $0.02             None              (2)               11/23/98
12/9/98     25,000       Carrington                                             None (7)          (2)
5/25/99     50,000       Richard Chamberlin               for legal services(8) None              (2)               05/25/99

5/25/99     47,000       E. Granville Smith          settlement Bolina 30,000   None              (2)
                                                     shares and  K. Walker 17,000                                   03/19/99

5/25/99     150,000      Yankees                     Calvo settlement     (9)   None              (2)               02/18/99
7/26/99     1,769        Lynn Poppitti               AITC reorganization  (10)    (4)             (1)               06/25/99
7/26/99     1,105,325    Mike Umile                  AITC reorganization  (10)    (4)             (1)               06/25/99

7/26/99     1,127,431    Bruce Gleason               AITC reorganization  (10)    (4)             (1)               06/25/99
9/29/99     122,500      Yankees                     AITC reorganization  (10)    (4)             (1)               06/25/99
9/29/99     20,000       Vanessa Lindsey       Part of Yankees AITC shares (10)   (4)             (1)               06/25/99
9/29/99     2,500        Ilene Scheinbart     Part of Yankees AITC shares  (10)   (4)             (1)               06/25/99
9/29/99     5,000        Warren Hirt          Part of Yankees AITC shares  (10)   (4)             (1)               06/25/99
10/7/99     15,000       Xcel            In lieu of interest on $75,000 loan(11) None             (2)               09/30/99
10/7/99     (126,238)    Bruce Gleason      sold his shares to Yankees for $0.25 None             (3)               08/25/99
10/7/99     (123,762)    Mike Umile         sold his shares to Yankees for $0.25 None             (3)               08/25/99
10/7/99     242,211      Yankees            bought from Gleason and Umile        None             (3)               08/25/99
10/7/99     7,789        Theodore & Susan Gill   part of Yankees bought from     None             (3)               08/25/99
                                                 Gleason and Umile
10/14/99    7,500        Internet Stock School       $6,075 of fixed assets (12) None             (2)               07/22/99
10/29/99    (841,378)    Bruce Gleason               AITC Recission              None             (2)               10/15/99
10/29/99    (841,378)    Mike Umile                  AITC Recission              None             (2)               10/15/99
11/1/99     190,000      Bolena                      $0.50   $  95,000           None             (2)               10/28/99
11/12/99    110,000      K. Walker                   $0.50   $  55,000           None             (2)               10/26/99
11/29/99    (94,602)     Yankees                     AITC Recission              None             (2)               10/15/99
12/7/99     2,211        Theodore & Susan Gill  AITC Stockholder and Exchanging  None             (2)               9/27/99
                                                     stockholders agreement      (10)
12/14/99    40,000       Jonathan Eichner            $0.50     $  20,000         None             (2)               06/23/99
12/14/99    100,000      Debra Elenson               $0.50     $  50,000         None             (2)               06/23/99
12/14/99    40,000       Evelyn Coleitti             $0.50     $   20,000        None             (2)               06/23/99
12/14/99    20,000       Debra Elenson               $0.50     $   10,000        None             (2)               09/08/99
12/14/99    80,000       Yankees                     $0.25     $   20,000         (4)             (2)               06/24/99
12/14/99    30,000       Yankees                     $0.25     $     7,500        (4)             (2)               09/03/99

<PAGE>

12/17/99    500,380      Michael Caputa           WRI merger                     None             (2)               11/12/99
12/17/99    10,000       J. Grant                 WRI merger                     None             (2)               11/12/99
12/17/99    10,000       J. Levy                  WRI merger                     None             (2)               11/12/99
12/17/99    10,620       Source Marketing         WRI merger                     None             (2)               11/12/99
12/17/99    13,319       Yankees                  WRI merger                      (4)             (2)               11/12/99
12/17/99    2,500        Warren Hirt              Part of Yankees WRI shares(14)  (4)             (2)               11/12/99
12/17/99    1,000        Ilene Scheinbart         Part of Yankees WRI shares(14)  (4)             (2)               11/12/99
12/17/99    3,500        Vanessa Lindsey          Part of Yankees WRI shares(14)  (4)             (2)               11/12/99
12/17/99    13,275       Bruce Gleason            Part of Yankees WRI shares(14)  (4)             (2)               11/12/99
12/17/99    13,275       Mike Umile               Part of Yankees WRI shares(14)  (4)             (2)               11/12/99
12/17/99    6,231        Lynn Poppitti            Part of Yankees WRI shares(14)  (4)             (2)               11/12/99
12/17/99    100,000      Vanessa Radcliffe        $0.50      $   50,000          None             (2)               11/10/99
TOTAL       8,164,126
01/04/00    16,000       Arthur Y. & Joann Calabro Trilogy Reorganization  (15)  None              (1)               12/01/99
                         JTWROS
01/04/00    8,000        George B. Campen         Trilogy Reorganization   (15)  None              (1)               12/01/99
01/04/00    113,454      Antares Capital
                               Management, Inc.   Trilogy Reorganization   (15)  None              (1)               12/01/99
01/04/00    24,000       Daniel Conroy            Trilogy Reorganization   (15)  None              (1)               12/01/99
01/04/00    12,000       Bill & Dawn DeRosaJTWROS Trilogy Reorganization   (15)  None              (1)               12/01/99
01/04/00    31,333       Donald J. Downes         Trilogy Reorganization   (15)  None              (1)               12/01/99
01/04/00    32,000       Peter Glint              Trilogy Reorganization   (15)  None              (1)               12/01/99
01/04/00    48,000       John B. Goodman          Trilogy Reorganization   (15)  None              (1)               12/01/99
01/04/00    12,000       Maxwell G. Hazelwood     Trilogy Reorganization   (15)  None              (1)               12/01/99
01/04/00    48,000  John & Penny R. MaxwellJTWROS Trilogy Reorganization   (15)  None              (1)               12/01/99
01/04/00    48,000       Stephen P. Holmes        Trilogy Reorganization   (15)  None              (1)               12/01/99
01/04/00    12,000       Bob Imparto              Trilogy Reorganization   (15)  None              (1)               12/01/99
01/04/00    48,000       SOG Investments, Inc.    Trilogy Reorganization   (15)  None              (1)               12/01/99
01/04/00    48,000       Robert M. Lewis & Janet  Trilogy Reorganization   (15)  None              (1)               12/01/99
                         L. Lewis   JTWEROS
01/04/00    8,000        John J. Meeks Sr.&       Trilogy Reorganization   (15)  None              (1)               12/01/99
                          Barbara MeeksJTWROS
01/04/00    48,000       Ron Musich               Trilogy Reorganization   (15)  None              (1)               12/01/99
01/04/00    24,000   Enid & Bernard Rudd JTWROS   Trilogy Reorganization   (15)  None              (1)               12/01/99
01/04/00    16,000       James W. Engstrom        Trilogy Reorganization   (15)  None              (1)               12/01/99
01/04/00    841,381      Dennis & Carol Berardi   Trilogy Reorganization   (15)  None              (1)               12/01/99
01/04/00    800          Stephen Berardi          Trilogy Reorganization   (15)  None              (1)               12/01/99
01/04/00    800          Dale Martin Hernandez    Trilogy Reorganization   (15)  None              (1)               12/01/99
01/04/00    576          Sheilla Horan            Trilogy Reorganization   (15)  None              (1)               12/01/99
01/04/00    576          Lester Thornhill         Trilogy Reorganization   (15)  None              (1)               12/01/99
01/04/00    534          Jane Bicks               Trilogy Reorganization   (15)  None              (1)               12/01/99
01/04/00    6,934        David Cantley            Trilogy Reorganization   (15)  None              (1)               12/01/99
01/04/00    309          Ann McEver               Trilogy Reorganization   (15)  None              (1)               12/01/99
01/04/00    309          Linda Loque              Trilogy Reorganization   (15)  None              (1)               12/01/99
01/04/00    412          Ruth Hinnick             Trilogy Reorganization   (15)  None              (1)               12/01/99
01/04/00    72,864       Yankees                  Trilogy Reorganization   (16)   (4)              (1)               12/01/99
01/04/00    90,863       Robert Pozner            Part of Yankees shares          (4)              (1)               12/1/99
                                                   for Trilogy Reorg.      (16)
<PAGE>

01/04/00    18,000       Calvo Family             Part of Yankees shares          (4)               (1)               12/1/99
                                                  for Trilogy Reorg (16)
1/12/00     200,000      Yankees                  $0.25   $   50,000              (4)               (2)               11/19/99
1/21/00     67,000       Joe Radcliffe            $0.75   $   50,250              None              (2)               12/16/99
5/2/00      133,334      K. Walker, Ltd.          $0.75   $  100,000              None              (2)               01/31/00
5/2/00      100,000      K. Walker, Ltd.          $0.75   $   75,000              None              (2)               03/09/00
5/2/00      100,000      K. Walker, Ltd.          $0.60   $   60,000              None              (2)               03/23/00
5/2/00      100,000      Jonathan Eichner         $0.75   $   75,000              None              (2)               01/31/00
5/2/00      100,000      Scott Heicken            $0.75   $   75,000              None              (2)               02/28/00
5/2/00      100,000      Debra Elenson            $0.75   $   75,000              None              (2)               01/31/00
5/2/00      200,000      Bolena Trading Corp. S.A.$0.60   $  120,000              None              (2)               03/15/00
6/15/00     200,000      Xcel Associates, Inc.    settlement     (17)             None              (2)               05/31/00
6/16/00     4,400        Donald Downes             Shares he didn't               (4)               (1)               12/01/99
                                                   originally receive (15)
6/30/00     11,100,005   Total
7/3/00      377,099      Gerald & Leigh Cunningham    Lorilei   (18)              (4)               (1)               05/11/00
                                                      Reorganization
7/3/00      114,504      Yankees as escrow agent      Lorilei reorganization
                                                      as escrow  agent            (4)               (1)               05/11/00
                                                                (18)
7/3/00      80,916       Bruce Brashear,
                         Esquire as escrow agent      Lorilei Reorganization
                                                      as escrow agent             (4)               (1)               05/11/00
                                                                (18)
7/3/00      9,427        Mike Umile                   Part of Yankees shares      (4)               (1)               05/11/00
                                                      for Lorilei Reorganization
                                                                (18)
7/3/00      9,427        Bruce Gleason                Part of Yankees shares
                                                      for Lorilei Reorganization  (4)               (1)               05/11/00
                                                                (18)
7/3/00      8,869        George Franjola              Part of Yankees shares      (4)               (1)               05/11/00
                                                      for Lorilei Reorganization
                                                             (18)
7/3/00      4,987        K. Walker, Ltd.              Part of Yankees shares      (4)               (1)               05/11/00
                                                      for Lorilei Reorganization
                                                                (18)
7/3/00      5,000        Larry Van Etten              Part of Yankees shares      (4)               (1)               5/11/00
                                                      for Lorilei Reorganization
                                                                (18)
7/3/00      7,000        Yankees                      in consideration for use    (4)               (2)
                                                      of collateral by Xcel
                                                                (11)
7/13/00     200,000      Palmair, Inc.            $4,000    exercise of warrant
                                                                (19)              None              (2)               04/08/00
7/13/00     56,000       Yankees                  $0.125  $    7,000              (4)               (2)               06/16/00
7/13/00     50,000       George Franjola          $0.25   $   12,500              None              (2)               06/05/00
7/13/00     50,000       John Franjola            $0.25   $   12,500              None              (2)               06/05/00
7/13/00     12,000       Larry Van Etten          $0.25   $    7,000              None              (2)               06/08/00
7/13/00     12,000        Linda Van Etten         $0.25   $    7,000              None              (2)               06/08/00
7/13/00     16,000       American Express for
                          Larry Van Etten         $0.25   $    7,000              None              (2)               06/08/00
7/13/00     16,000       American Express for
                          Linda Van Etten         $0.25   $    7,000              None              (2)               06/08/00
7/13/00     12,129,234   Total
9/12/00     12,129,234   Total
11/8/00     (841,381)    Return of
                          Berardi's Stock    superseder and exchange agreement    None              (1)               06/30/00
                                                                (15)
<PAGE>
12/13/00    700,000      Yankees                  $0.125 Yankees converted $98, 500
                                                         of debt to equity        (4)               (2)               06/30/00
                                                                (20)
12/13/00    20,000       Coast to Coast Realty, Inc.  Part of Yankees conversion
                                                                (20)              (4)               (2)               06/30/00
12/13/00    5,000        Vanessa H. Lindsey           Part of Yankees conversion
                                                                (20)              (4)               (2)               06/30/00
12/13/00    9,000        George Franjola              Part of Yankees conversion
                                                                (20)              (4)               (2)               06/30/00
12/13/00    50,000       Larry Van Etten              Part of Yankees conversion
                                                                (20)              (4)               (2)               06/30/00
12/13/00    2,000        Nancy Molinari               Part of Yankees conversion
                                                                (20)              (4)               (2)               06/30/00
12/13/00    2,000        Sally Stroberg              Part of Yankees conversion
                                                                (20)              (4)               (2)               06/30/00
12/13/00    200,000      K. Walker, Ltd.             $0.25   $   50,000           None              (2)               05/16/00
12/13/00    16,667       K. Walker, Ltd.             $0.60   $   10,000.20        None              (2)               05/16/00
12/31/00    12,292,520   TOTAL
3/7/01      4,000        Arthur Y. & Joann Calabro   Trilogy Escrow
                                                                    (15)          None              (1)               12/01/99
3/7/01      2,000        George Campen               Trilogy Escrow
                                                                    (15)          None              (1)               12/01/99
3/7/01      28,364       Antares Capital
                          Management, Inc.           Trilogy Escrow (15)          None              (1)               12/01/99
3/7/01      6,000        Daniel Conroy               Trilogy Escrow (15)          None              (1)               12/01/99
3/7/01      3,000        Bill & Dawn De Rosa         Trilogy Escrow (15)          None              (1)               12/01/99
3/7/01      8,933        Donald Downes               Trilogy Escrow (15)          None              (1)               12/01/99
3/7/01      8,000        Peter Glint                 Trilogy Escrow (15)          None              (1)               12/01/99
3/7/01      12,000       John Goodman                Trilogy Escrow (15)          None              (1)               12/01/99
3/7/01      3,000        Maxwell G. Hazelwood        Trilogy Escrow (15)          None              (1)               12/01/99
3/7/01      12,000       John B. Holmes &
                          Penny R. Mansell           Trilogy Escrow (15)          None              (1)               12/01/99
3/7/01      12,000       Stephen P. Holmes           Trilogy Escrow (15)          None              (1)               12/01/99
3/7/01      3,000        Robert Imparato             Trilogy Escrow (15)          None              (1)               12/01/99
3/7/01      12,000       SOG Investments             Trilogy Escrow (15)          None              (1)               12/01/99
3/7/01      12,000       Robert M. & Janet D. Lewis  Trilogy Escrow (15)          None              (1)               12/01/99
3/7/01      2,000        John L. Meeks &
                          Barbara Meeks              Trilogy Escrow (15)          None              (1)               12/01/99
3/7/01      12,000       Ronald Musich               Trilogy Escrow (15)          None              (1)               12/01/99
3/7/01      6,000        Enid & Bernard Rudd         Trilogy Escrow (15)          None              (1)               12/01/99
3/7/01      4,000        James W. Engstrom           Trilogy Escrow (15)          None              (1)               12/01/99
3/7/01      200          Stephen Berardi             Trilogy Escrow (15)          None              (1)               12/01/99
3/7/01      200          Dale Martin Hernandez       Trilogy Escrow (15)          None              (1)               12/01/99
3/7/01      144          Sheilla Horan               Trilogy Escrow (15)          None              (1)               12/01/99
3/7/01      144          Lester Thornhill            Trilogy Escrow (15)          None              (1)               12/01/99
3/7/01      133          Jane Bicks                  Trilogy Escrow (15)          None              (1)               12/01/99
3/7/01      1,733        David K. Cantley            Trilogy Escrow (15)          None              (1)               12/01/99
3/7/01      77           Margaret Mc Ever            Trilogy Escrow (15)          None              (1)               12/01/99
3/7/01      77           Linda Logue                 Trilogy Escrow (15)          None              (1)               12/01/99
3/7/01      103          Ruth Shinnick               Trilogy Escrow (15)          None              (1)               12/01/99
3/7/01      15,947       Yankees                     Trilogy Escrow (15)          None              (1)               12/01/99
3/7/01      10,000       Calvo Family                Trilogy Escrow (15)          None              (1)               12/01/99
                          Spendthrift Trust (AmeriNet Group)
3/7/01      16,947       Robert Pozner               Trilogy Escrow (15)          None              (1)               12/01/99
3/23/01     (15,947)     Yankees returned-
                          issued wrong number of     Trilogy Escrow (15)          None              (1)               12/01/99
                         shares on 3/7/01
3/23/01     5,000        Carrington Capital          Yankees compensation         None              (1)               12/1/99
                                                     Trilogy Escrow (15)
3/23/01     1,947        Yankees                     Trilogy Escrow (15)          None              (1)               12/1/99
3/31/01     12,479,522   TOTAL

4/26/01     (500,380)    Michael Caputa              Return of shares  pursuant
                                                      to WRI settlement agreement
                                                                    (13)
5/14/01     7,720        Frontline Processing        settlement on behalf         None              (1)
                                                      of Umile and Gleason AITC
5/3/01      484,752      Yankees                     Yankees exercise of warrant
                                                                   (21)           (4)               (2)
5/3/01      1,000,000    Calvo Family                Yankees exercise of warrant  (4)               (2)
                                                      and distributed shares back
                                                      to its stockholders
                                                                   (21)
<PAGE>

5/3/01      1,000,000    Tucker Family               Yankees exercise of warrant and                (2)
                                                      distributed shares back to its
                                                      stockholders (21)
5/23/01     10,000       Edward C. Dmytryk           escrow agent for WRI and                       (2)
                                                      PriMed agreement
5/28/01     173,908      Coast To Coast Realty, Inc. Services as corporation information            (2)
                                                      spokesperson May 2000 to May  2001
5/28/01     220,000      Bolina Trading Corp         conversion of debt to equity                   (2)
                                                     $55,000           @$0.25
5/28/01     10,000       SKRD Trading Corp           Conversion of preferred to common
5/28/01     90,680       Vanessa H. Lindsey          Conversion of preferred to common
5/28/01     16,660       Edward C. Dmytryk           Conversion of preferred to common
5/28/01     666,680      Robert Pozner               Conversion of preferred to common
5/31/01     227,860      K. Walker                   Conversion of preferred to common
5/31/01     480,000      Bolena                      Conversion of preferred to common
5/31/01     600,000      Calvo Family                Conversion of preferred to common
5/31/01     5,193,340    Yankees                     Conversion of preferred to common
5/31/01     186,680      Debra Elenson               Conversion of preferred to common
5/31/01     166,680      Jonathan Eichner            Conversion of preferred to common
5/31/01     166,680      Scott Heicken               Conversion of preferred to common
5/31/01     450,400      Palm Air                    Conversion of preferred to common
5/31/01     26,660       Leonard M. Tucker           Conversion of preferred to common
5/31/01     573,340      Blue Lake                   Conversion of preferred to common
6/8/01      178,643      Lawrence R. Van Etten       compensation and expenses                       S-8
6/8/01      74,101       George Franjola             compensation                                    S-8
6/8/01      90,658       Vanessa H. Lindsey          compensation                                    S-8
6/8/01      187,741      Edward C. Dmytryk           compensation and expenses                       S-8
6/8/01      92,216       Douglas L. Wilson           compensation                                    S-8
6/8/01      2,000        G. Richard Chamberlin       compensation                                    S-8
6/8/01      10,216       David K. Cantley            compensation                                    S-8
6/8/01      533,486      K. Walker                   Finders fee
6/8/01      466,514      Palm Air
6/8/01      650,000      Jonathan Eichner            finders fee
6/8/01      650,000      Debra Elenson               finders fee

6/8/01      319,122      Calvo Family Spendthrift Trust  Yankees exercise of warrant and
                                                         distributed shares back to its
                                                         stockholders (21)
6/8/01      319,121      Tucker Family Spendthrift Trust Yankees exercise of warrant and
                                                         distributed shares back to its
                                                         stockholders (21)
6/8/01     (5,000)      Sara Sanders                     AmeriNet purchased shares for $1500
</TABLE>

<PAGE>

27,300,000 total common stock outstanding


(1)       Section 4(2) of the  Securities  Act. In each case, the subscriber was
          required to represent  that the shares were  purchased for  investment
          purposes, the certificates were legended to prevent transfer except in
          compliance  with applicable laws and the transfer agent was instructed
          not to permit transfers unless directed to do so by our company, after
          approval  by its legal  counsel.  In  addition,  each  subscriber  was
          directed to review our company's filings with the Commission under the
          Exchange Act and was provided with access to our  company's  officers,
          directors, books and records, in order to obtain required information.

(2)       Section 4(6) of the  Securities  Act. In each case, the subscriber was
          required to represent  that the shares were  purchased for  investment
          purposes, the certificates were legended to prevent transfer except in
          compliance  with applicable laws and the transfer agent was instructed
          not to permit transfers unless directed to do so by our company, after
          approval by its legal counsel.  Each subscriber was directed to review
          our company's  filings with the Commission  under the Exchange Act and
          was provided with access to our company's officers,  directors,  books
          and records,  in order to obtain required  information;  and, a Form D
          reporting the transaction was filed with the Commission.

(3)       Section 4(1 1/2 ) of the Securities  Act. The  transaction  involved a
          private sale of restricted  securities  under the  exemption  commonly
          referred to as the Section 4 1 1/2 exemption.  The recipient  receives
          restricted  securities  but,  if  obtained  from a person not deemed a
          control person under  Commission  Rule 144, the recipient is permitted
          to "tack the  transferor's  holding period" for purposes of Commission
          Rule 144.

(4)       No commissions  or discounts  were paid to anyone in conjunction  with
          the sale of the foregoing  securities,  except that Yankees  exercised
          preferential  subscription  rights  granted by our company in Yankees'
          consulting  agreement or that it may be entitled to compensation based
          on the terms of its consulting agreement with our company.

(5)       Part of a private  placement  of  1,750,000  shares  of our  company's
          common stock required to raise  emergency  capital for our company and
          to induce  Yankees to provide  services  to our  company  and  recruit
          officers and directors while its consulting agreement with our company
          was being negotiated.


<PAGE>


          The shares were allocated by Yankees among its  stockholders and their
          families  and to three  individuals  who agreed to serve as members of
          our company's board of directors (one of whom who also agreed to serve
          as our company's secretary and general counsel).  Consideration was an
          aggregate of $35,000.

(6)       Reimbursement  for  50,000  shares  transferred  by the  Calvo  Family
          Spendthrift  Trust to  Carrington  Capital  Corp.,  at the  request of
          Edward Granville-Smith, Jr., then our company's sole executive officer
          and director, in partial consideration for its agreement to assist our
          company.

(7)       Consulting  assistance  pertaining  to  resumption  of  trading in our
          company's  securities,  including  preparation of required  disclosure
          information  pursuant to  Commission  Rule 5c2-11,  coordinating  with
          market  makers  in  filing  Form  15c2-11  with the  NASD and  general
          business advice and assistance.

(8)       Shares  issued  to G.  Richard  Chamberlin,  Esquire,  a member of our
          company's  board of  directors  as well as its  secretary  and general
          counsel,   as  additional   consideration  for  services  rendered  in
          conjunction with preparation of our company's Form 10-KSB for the year
          ended December 31, 1998.

(9)       The shares were issued in a settlement with William A. Calvo, III, for
          services and related costs  provided  between 1995 and 1998,  prior to
          the creation of Yankees.  The original  balance due was  approximately
          $150,000  but the terms of the  settlement  were not  consistent  with
          representations   made  by  our  company  in  conjunction  with  other
          transactions  at the time. As a result,  our company  agreed to adjust
          the  compensation  by issuance of 150,000  shares of its common stock,
          originally  valued by our  company and Mr.  Calvo at $3,000,  with the
          remaining balance due being written off in the interests of preserving
          our company's future business prospects.  Mr. Calvo, as a principal of
          Yankees,  had assigned his rights to such shares to Yankees  which was
          responsible  for the decision to write-off the remaining  balance due.
          During our company's  latest audit,  the value was adjusted to $24,000
          based on the average of the bid and offering  price for our  company's
          common stock ($0.16) on February 18, 1999,  the date the agreement was
          amended, and thereafter,  based on comments by the Commission's staff,
          the  difference  between the amount  owed and such fair  market  value
          ($126,000)  was  treated  as  additional  capital  contributed  to our
          company by Mr. Calvo.

(10)      Shares of common  stock  issued to  former  stockholders  of  American
          Internet who were officers or directors  thereof in exchange for their
          American Internet shares and to Yankees and its designees  pursuant to
          the  terms  of  its   consulting   agreement   with  our   company  in
          consideration  for  its  role  in  arranging  the  acquisition  (after
          material  reductions based on American  Internet's failure to meet its
          performance  projections and  inaccuracies in certain  pre-acquisition
          representations by American Internet's management).

(11)      Shares  issued to Xcel in lieu of interest on a $75,000  loan  (15,000
          shares)  and to  Yankees  for  having  pledged  35,000  shares  of our
          company's common stock as security for such loan (7,000 shares).

(12)      Shares issued to Internet Stock Trading  School  pursuant to the terms
          of the Equipment Purchase Agreement

(13)      On November 12, 1999,  WRI was merged into American  Internet with all
          of WRI's capital stock  canceled and converted  into 531,000 shares of
          our company's's common stock. In addition, the former WRI stockholders
          were granted the right to receive up to 150,000  additional  shares of
          our company's  common stock,  based on WRI's  performance over a three
          year period.  500,380 shares were returned by Michael Caputa  pursuant
          to the terms of a settlement agreement.

(14)      Pursuant to the terms of its  consulting  agreement  with our company,
          Yankees was entitled to  compensation in an amount equal to 10% of the
          consideration  received  by  the  former  WRI  stockholders,  for  its
          services in arranging for the  acquisition of WRI. As  contemplated in
          its consulting agreement,  a portion of such compensation was assigned
          by Yankees to persons who provide it with assistance in performing its
          services.  In addition,  Yankees voluntarily  assigned 6,231 shares to
          Lynn Popitti, a former stockholder in American Internet.

<PAGE>

(15)      Shares  issued  in  exchange  for  all  of  Trilogy's  capital  stock,
          1,105,726 of the shares returned by Mr. and Mrs.  Berardi  pursuant to
          the terms of a settlement agreement.

(16)      Pursuant to the terms of its  consulting  agreement  with our company,
          Yankees was entitled to  compensation in an amount equal to 10% of the
          consideration  received by the former  Trilogy  stockholders,  for its
          services in arranging for the  acquisition  of Trilogy,  half of which
          was assigned by Yankees to Robert Harris Pozner in  consideration  for
          his assistance in conjunction with the acquisition.

(17)      On May 31, 2000, our company entered into a settlement  agreement with
          Xcel Associates,  Inc. A copy of the settlement agreement was filed as
          an exhibit to a current  report on Form 8-K filed with the  Commission
          on June 15, 2000

(18)      Shares of common  stock  issued to Gerald A. and Leigh A.  Cunningham,
          former stockholders of Lorilei who were officers or directors thereof,
          in exchange for their Lorilei  shares and to Yankees and its designees
          pursuant to the terms of its consulting  agreement with our company in
          consideration for its role in arranging the acquisition.  A portion of
          the shares are being held by Yankees as escrow agent (114,504  shares)
          and by Bruce  Brashear,  Esquire  as  escrow  agent  (80,916  shares).
          Pursuant to the terms of its  consulting  agreement  with our company,
          Yankees is entitled to  compensation  in an amount equal to 10% of the
          consideration  received by the former  Lorilei  stockholders,  for its
          services in arranging  for the  acquisition  of Lorilei,  of which was
          assigned by Yankees to others.

(19)      On December 11, 1998, Mr. Scimeca received options to purchase 200,000
          shares of our company's  common stock,  at an exercise  price of $0.02
          per share as his only  compensation  from our company for  services in
          all  capacities.  Mr.  Scimeca  transferred  all of his  rights to our
          company's  securities,  including  those  reflected in this table,  to
          Palmair, Inc., a Bahamian corporation, with an address at 55 Frederick
          Street,   Box   CB-13039;   Nassau,   Bahamas   ("Palmair").   Chrisje
          Gentis-VerMeulen,  an  individual  with  an  address  at  Brouwrij  8;
          Breukelen (UTR) 3621, The  Netherlands  ("Ms.  Gentis-VerMeulen"),  is
          listed as the record  stockholder and director of Palmair.  The option
          was exercised by Palmair, Inc. on April 8, 2000.

(20)      At the issuers request, Yankees converted $98,5000 of debt to equity (
          a total of 788,000  shares of common stock ). A portion of the 788,000
          shares received by Yankees was given to persons by Yankees.

(21)      Option to purchase  12.5% of our  company's  outstanding  and reserved
          capital  stock  (including  all  securities  convertible  into capital
          stock)  outstanding  or  reserved,   measured  immediately   following
          exercise of the option,  in consideration for an aggregate of $90,000.
          The option was originally  granted during November of 1998 and covered
          10% of our company's  outstanding or reserved  common stock only, with
          the  exercise  price  being  $60,000.  It was  granted as a portion of
          consideration  granted to Yankees under its consulting  agreement with
          our company,  in exchange for Yankees  agreement to forego  hourly and
          document  licensing fees for a period of 365 days.  During November of
          1999,  our  company   requested  that  the  consulting   agreement  be
          renegotiated  to extend for another year the waiver of Yankees' hourly
          and document  licensing  fees and in  conjunction  with the  resulting
          amendment, the current terms were adopted. The amendment was disclosed
          in a report on  Commission  Form 8-K filed by our  company on December
          16, 1999.  The number of shares  issuable  cannot be  determined  with
          certainty,  The  transaction  and  option  agreement  are  more  fully
          described in our company's report on Form 10-QSB for the quarter ended
          September 30, 1998,  its Form 10- KSB for the years ended December 31,
          1998 and June 30,  1999,  and the report on Form 8-K filed on December
          16, 1999.  It has been  assumed  that the option will cover  2,500,000
          shares since only  20,000,000  shares of common stock are  authorized;
          however,  the number may be  different  based on the actual  number of
          outstanding and reserved shares of capital stock.  (actual certificate
          was for 2,484,752 shares)

<PAGE>

               List of Preferred Shares Issued as of May 15, 2001
<TABLE>
<S>         <C>       <C>       <C>                     <C>         <C>      <C>          <C>                     <C>          <C>

Date $     No. of     Certific Stockholders Name &       $ paid     Date of  From Whom    To Whom Shares are     Certific     # of
received   Shares &   ate No.  address                   per share  Transfe  transferred  Transferred            ate #        Shares
& Date     Signed     &
Issued     subscripti Exempti
           on agree.  on #
7-3-00     6,000 yes  22 (2)  Bolina Trading Corp. S.A.   $5.00
                                                       ($30,000)
7-7-00     3,600 yes  23 (2)  Bolina Trading Corp. S.A.   $5.00
                                                       ($18,000)
7-27-00    8,000 yes  24 (2)  Bolina Trading Corp. S.A.   $5.00
                                                       ($40,000
8-15-00    46,000 yes 14 (2)  The Yankee Companies, Inc.  $2.50 *
                                                      ($115,000
8-15-00    3,393 yes  15 (2)  K. Walker Ltd.              $5.00 *
                                                       ($16,965)
8-30-00    5,920 yes  16 (2)  PalmAir, Inc.               $5.00
                                                       ($29,600)
10-5-00    100,000       (2)  The Yankee Companies, Inc. $2.50 *    10-5-00  Yankees      Bolina Trading Corp. S.A. 25        6,400
               yes                          ("Yankees")($250,000
                                                                    10-5-00  Yankees      Vanessa H. Lindsey        18        500
                                                                    10-5-00  Yankees      PalmAir, Inc.             20        6,600
                                                                    10-5-00  Yankees      Debra Ellenson            21        1,000
                                                                    10-5-00  Yankees      Yankees                   17        85,500
11-13-00   27,797 yes    (2)  Yankees                    $2.50 *    11-13-00 Yankees      Palm Air                  02        2,000
                                                    ($64,492.50)
                                                                    11-13-00 Yankees      Vanessa Lindsey           03        797
                                                                    11-13-00 Yankees      Yankees                   01        25,000
11-13-00   16,000 yes    (2)  Yankees                    $2.50 *
                                                        ($40,000)
12-15-00   30,000 yes    (2)  Yankees                    $2.50*     12-5-00  Yankees      Vanessa Lindsey           05         1,000
                                                        ($75,000)
                                                                    12-5-00  Yankees      PalmAir, Inc.             06         2,000
                                                                    12-5-00  Yankees      Yankees                   04        27,000
1-31-01    5,000 yes     (2)  Yankees                    $10,000    1-31-01  Yankees      Debra Elenson             08         5,000
                                                         January
                                                         compensation
1-31-01    10,000 yes    (2)  Yankees                    $2.00*     1-31-01  Yankees      Jonathan Eichner          09         5,000
                                                       ($20,000)
                                                                    1-31-01  Yankees      Scott Heicken             10         5,000
1/29/01    1,333         (2)  Leonard M. Tucker          $1.50
                                                        ($2,000)
2/28/01    10,000 yes 36 (2)  Blue Lake Capital Corp.    $1.50
                                                       ($15,000)
2/28/01    12,000 yes 28 (2)  Yankees                    $1.50
                                                       ($18,000)
2/28/01    6,667 yes     (2)  Yankees                    $1.50      2/28/01  Yankees      K. Walker, Ltd.           29         2,500
                                                       ($10,000)
                                                       February
                                                     compensation
                                                                    2/28/01  Yankees      PalmAir, Inc.             30         2,500
                                                                    2/28/01  Yankees      Vanessa Lindsey           31           834
                                                                    2/28/01  Yankees      Edward Dmytryk            33           833


<PAGE>

3/1/01     10,000 yes 35 (2)  Calvo Family Spendthrift Trust $1.50
                                                         ($15,000)
3/31/01    6,667 yes     (2)  Yankees                        $1.50  3/31/01  Yankees      K. Walker, Ltd.           29         4,000
                                                         ($10,000)
                                                          March
                                                       compensation
                                                                    3/31/01  Yankees      SRKD Trading Corp.        34           500
                                                                                          2500 N. Military Trail,
                                                                                          Suite 240; Boca Raton, FL 33431
                                                                    3/31/01  Yankees      Vanessa Lindsey           31           667
                                                                    3/31/01  Yankees      Yankees                   28         1,500
3/31/01    89,072 yes    (2)  Yankees                        $1.50  3/31/01  Yankees      PalmAir                   30         3,500
                                                         ($133,608)
                                                                    3/31/01  Yankees      K. Walker                 29         1,500
                                                                    3/31/01  Yankees      Vanessa Lindsey           31           736
                                                                    3/31/01  Yankees      Yankees                   28        83,336
                         (3)  Yankees took shares from cert         3/16/01  Yankees      Robert Pozner                     (33,334)
                            # ____ and had it issued
                         (3)  Yankees took shares from cert         3/19/01  Yankees      Debra Ellenson                     (3,334)
                            # ____ and had it issued
                         (3)  Yankees took shares from cert         3/19/01  Yankees      Scott Heicken                      (3,334)
                            # ____ and had it issued
                         (3)  Yankees took shares from cert         3/19/01  Yankees      Jonathan Eichner                   (3,334)
                           # ____ and had it issued
3/31/01    14,667 yes 36 (2)  Blue Lake Capital              $1.50
                                                         ($22,000)
3/31/01    1,333 yes  35 (2)  Calvo Family                   $1.50
                                                           ($2,000)
4/10/01    6667          (2)  Calvo Family                   $1.50
                                                          ($10,000)
4/10/01    4,000      36 (2)  Blue Lake                      $1.50
                                                           ($6,000)
4/24/01    4,000         (2)  Calvo Family                   $1.50
                                                           ($6,000)
4/27/01    4,000         (2)  Calvo Family                   $1.50
                                                           ($6,000)
4/30/01    6,667         (2)  Yankees                      $10,000
                                                           compensation
                                                           for April
5/3/01     (6667)     04      Yankees                     cashless  5/3/01   Yankees                       received
                                                                             exercise                      20,333 shares back
                                                                             of warrant                    from certificate # 4
                                                                                                           which was originally
                                                                                                           for 27,000 shares
5/701      4,000         (2)  Calvo Family                   $1.50
                                                           ($6,000)
5/31/01    6667          (2)  Yankees                        $1.50
                                                          ($10,000)
                                                           May
                                                        compensation
5/25/01    (500)              SKRD Trading Corp.             (4)
5/25/01    (4534)             Vanessa Lindsey                (4)

<PAGE>
5/25/01    (833)              Edward C. Dmytryk              (4)
5/25/01    (33,334)           Robert Pozner                  (4)
5/31/01    (24,000)           Bolina Trading Corp            (4)
5/31/01    (1,333)            Leonard M. Tucker              (4)
5/31/01    (22,520)           PalmAir, Inc.                  (4)
5/31/01    (11,393)           K. Walker                      (4)
5/31/01    (9,334)            Debra Elenson                  (4)
5/31/01    (28,667)           Blue Lake capital              (4)
5/31/01    (30,000)           Calvo Family                   (4)
5/31/01    (8,334)            Scott Heicken                  (4)
5/31/01    (8,334)            Jonathan Eichner               (4)
5/31/01    (259,667)          Yankees                        (4)
</TABLE>

0 shares outstanding

*        certificate numbers 11, 12, 13, 19 are all voided and cancelled.

(1)  Section  4(2) of the  Securities  Act.  In each case,  the  subscriber  was
     required  to  represent  that the  shares  were  purchased  for  investment
     purposes,  the  certificates  were legended to prevent  transfer  except in
     compliance  with  applicable laws and the transfer agent was instructed not
     to permit transfers unless directed to do so by our company, after approval
     by its legal counsel.  In addition,  each subscriber was directed to review
     our company's  filings with the  Commission  under the Exchange Act and was
     provided  with  access  to our  company's  officers,  directors,  books and
     records, in order to obtain required  information.

(2)  Section  4(6) of the  Securities  Act.  In each case,  the  subscriber  was
     required  to  represent  that the  shares  were  purchased  for  investment
     purposes,  the  certificates  were legended to prevent  transfer  except in
     compliance  with  applicable laws and the transfer agent was instructed not
     to permit transfers unless directed to do so by our company, after approval
     by its legal counsel.  Each subscriber was directed to review our company's
     filings with the  Commission  under the Exchange Act and was provided  with
     access to our company's officers, directors, books and records, in order to
     obtain  required  information;  and, a Form D reporting the transaction was
     filed with the Commission.

(3)  Section 4(1 1/2 ) of the Securities Act. The transaction involved a private
     sale of restricted  securities under the exemption  commonly referred to as
     the Section 4 1 1/2 exemption. The recipient receives restricted securities
     but, if obtained from a person not deemed a control person under Commission
     Rule 144, the  recipient is  permitted  to "tack the  transferor's  holding
     period" for purposes of Commission Rule 144.

(4) Converted preferred shares to Common.



<PAGE>

                                  Exhibit 3.2C4
            Comment Letters from the Securities & Exchange Commission

     The company  received a notice from the Securities and Exchange  Commission
on March  15,  2001,  suggesting  that an S-3  would be  inappropriate  to file:
"because we (AmeriNet) failed to meet the requirements for the use of this form,
specifically  General  Instruction  1.B.3." Park City Group has been  provided a
copy of the letter from the Commission.


                                  Exhibit 3.2E
                         Pending & Threatened Litigation

     AmeriNet is not aware of any threatened litigation,  except that one of its
directors,  J. Bruce  Gleason has refused to sign a termination  and  settlement
agreement based on the following allegation, which management refutes:

     J. Bruce  Gleason,  a member of AmeriNet's  board  through an  acquisition,
indicated  that he feels he is owed  approximately  $32,000  from  AmeriNet.  Ed
Dmytryk showed existing  documents and information  pertaining to this claim and
the Board determined that there was no cause for the Board to settle.  However a
compromise was offered and Mr.  Gleason  refused the  compromise.  A copy of the
letter from Bruce  Gleason's  attorney and his  partner,  Mr.  Umile,  have been
provided to Park City Group.

     AmeriNet,  Inc., a Delaware  corporation,  owns the trademark for AmeriNet,
AmeriNet and Design.  In August of 1999,  AmeriNet,  Inc.  threatened  action if
AmeriNet Group.com, Inc. continued using the abbreviated form of AmeriNet in its
communication.  In April of 2001,  Ed Dmytryk,  talked to both  AmeriNet,  Inc's
lawyer and president and discussed the pending  acquisition  of Park City Group.
The president of AmeriNet,  Inc.  indicated that if the  acquisition  took place
there would be no further action on their behalf as long as AmeriNet  Group.com,
Inc.'s name changed,  as agreed to by Park City Group. A copy of the letter from
AmeriNet, Inc's lawyer has been provided to Park City Group.

     AmeriNet  of  Michigan,  a Michigan  corporation,  owns the  trademark  for
AmeriNet In December of 1999,  AmeriNet of Michigan assured AmeriNet  Group.com,
Inc. that they would continue to monitor the situation and will take appropriate
action to protect its rights if any actual  confusion occurs between our company
and their company.  A copy of the letter from AmeriNet of Michigan's  lawyer has
been provided to Park City Group.


<PAGE>


                                  Exhibit 3.2F
                            Tax Obligations and Liens

1.   The  exceptions  apply to AmeriNet only and not to its  subsidiaries  since
     there  will be no  subsidiaries  at  closing,  however  some of  AmeriNet's
     subsidiaries have not filed tax returns. (ie. Lorilei Communications,  Inc.
     & and AmeriNet Communications, Inc. )

2.   AmeriNet's tax returns for 1999 and 2000 were filed in April of 2001.

3.   Payroll taxes to the IRS for the 2nd quarter will need to be paid up to the
     date of closing.


                                  Exhibit 3.2H
                            Liabilities & Obligations

1.   There is a liability to officers  and  consultants  to issue  approximately
     635,575 shares of common stock.

2.   All outstanding options and warrants as reflected in Exhibit 3.2B should be
     considered a liability

3.   All outstanding registration rights as reflected in Exhibit 3.2B4 should be
     considered a liability

4.   A  copy  of  the  consulting   agreement   between  Funds  America  Finance
     Corporation  and AmeriNet has been provided to Park City. The only AmeriNet
     obligation  that  will  survive  closing  is the  obligation  to  provide a
     shareholders list.

5.   A copy of the  consulting  agreement  between  PriMed  Technologies,  Inc.,
     AmeriNet and Liberty  Transfer Co. has been provided to Park City. The only
     AmeriNet  obligation that will survive closing is the obligation to provide
     a shareholders list.

6.   Liability to pay Liberty Transfer Co. for services as transfer agent.

7.   All tax  obligations  reflected  in Exhibit  3.2F  should be  considered  a
     liability.

8.   Payroll to employees will be paid up to the date of closing.

9.   Contract with  Hamilton Lehrer & Dargan, P.A.

10.  Contract with Jericho Capital Corp.

11.  A claim from Bruce Gleason to pay him $32,000 and return  930,000 shares of
     AmeriNet's common stock. See Exhibit 3.2E Litigation.

12.  Liability to pay in shares of  AmeriNet's  common stock at $0.17 per share,
     $30,000 to the Calvo Family Spendthrift Trust. (Yankees affiliates)

13.  Liability to pay in shares of  AmeriNet's  common stock at $0.17 per share,
     $30,000 to the Tucker Family Spendthrift Trust. (Yankees affiliates)

<PAGE>


                                  Exhibit 3.2J
                                     Leases

         AmeriNet has no leases.




                                  Exhibit 3.2K2
                      Insurance Policies and Fidelity Bonds

         AmeriNet has no insurance policies or fidelity bonds.



<PAGE>

                                  Exhibit 3.2L
                            Contracts and Commitments

(i) Except as set forth below AmeriNet is not a party and has not been a party
for a period of at least one year to any collective bargaining agreement or
contract with any labor union:

         Not Applicable

(ii) Except as set forth below AmeriNet is not a party and has not been a party
for a period of at least one year to any bonus, pension, profit sharing,
retirement, or other form of deferred compensation plan:

- - *Non-Qualified Stock Option & Stock Incentive Plan, 2000, effective
   January 1, 2000with award certificates
- - *Non-Qualified Stock Option & Stock Incentive Plan, 2000, effective
   March 8, 2000                Filed on 10/22/99 10-KSB
- - *Non-Qualified Stock Option & Stock Incentive Plan, 2001, effective
   January 1, 2001 with award certificates
- - AmeriNet Communications, Inc. Stock Option Plan, effective October ,
  2000 Filed on 01/05/01 8-K
- - Agreement to Adopt Stock Option Plan, dated 12/22/00 Filed 12/21/00 8-K
- - Corporate Director Agreement - Cantley, David K., dated 12/21/00 filed on
  01/05/01 8-K
- - Corporate Director Agreement - Chamberlin, Richard, dated 12/21/00 filed on
  01/05/01 8-K
- - Corporate Director Agreement - Champion, Charles, dated 12/21/00 filed on
  01/05/01 8-K
- - Corporate Director Agreement - Dmytryk, Edward, dated 12/21/00 filed on
  01/05/01 8-K
- - Corporate Director Agreement - Gleason, Bruce, dated 12/21/00 filed on
  01/05/01 8-K
- - Corporate Director Agreement - Joffe, Anthony, dated 12/21/00 filed on
  01/05/01 8-K
- - Corporate Director Agreement - Lindsey, Vanessa, dated 12/21/00 filed on
  01/05/01 8-K
- - Corporate Director Agreement - Van Etten, Larry, dated 12/21/00 filed on
  01/05/01 8-K
- - Corporate Director Agreement- Wilson, Douglas, dated 12/21/00 filed on
  01/05/01 8-K
- - *Common Stock Purchase Warrant - Cantley, David K, dated 06/26/00
- - *Common Stock Purchase Warrant - Cantley, David K., dated 04/03/01
- - *Common Stock Purchase Warrant - Jordan, Michael, dated 06/26/00
- - *Common Stock Purchase Warrant - Lipson, Saul B., dated 06/26/00
- - *Common Stock Purchase Warrant - Lindsey, Vanessa H., dated 06/26/00
- - *Common Stock Purchase Warrant - Van Etten, Lawrence, dated 06/26/00

(iii) Except as set forth below AmeriNet is not a party and has not been a party
for a period of at least one year to any medical insurance or similar plan or
practice, whether formal or informal:

         Not applicable

(iv) Except as set forth below AmeriNet is not a party and has not been a party
for a period of at least one year to any contract for the employment of any
officer, employee, or other person on a full-time or consulting basis or
relative to severance pay or change-in-control benefits for any such person:

- - *Agreement with PriMed Technologies, Inc, AmeriNet and Liberty, dated 5/30/01
- - Consulting Agreement with Market Force, Inc. - dated 4/26/01
- - Strategic Consulting Agreement with Yankee Companies - dated 12/29/00
         Filed 01/05/01 8-K
- - Consulting Agreement, Amended - Yankees, dated 11/23/99 Filed 12/12/99 8-K
- - Consulting Agreement - Funds America, dated 08/04/99 Filed 12/31/98 10-KSB
- - Contract of Service Agreement-Trinity Venture, dated 03/26/01
- - Corporate Information Service Agreement - Scimeca, Charles, dated 03/06/01
- - Corporate Information Service Agreement - Wall Street Watch, dated 03/13/01
- - Corporate Secretary Agreement - Lindsey, Vanessa, dated 01/11/00 Filed
   01/05/01 8-K
- - Director & Officer Superseder & Settlement Agreement - Cantley, David
- - Director & Officer Superseder & Settlement Agreement - Chamberlin, dated
   04/26/01
- - Director & Officer Superseder & Settlement Agreement - Dmytryk, dated 04/09/01


<PAGE>

- -   Director & Officer Superseder & Settlement Agreement - Franjola, dated
    04/26/01
- -   Director & Officer Superseder & Settlement Agreement - Lindsey, dated
    04/06/01
- -   Director & Officer Superseder & Settlement Agreement - Van Etten, dated
    04/10/01
- -   Director & Officer Superseder & Settlement Agreement - Wilson, dated
    04/11/01
- -   Employment Agreement - Cantley, David, dated 02/17/00 until 06/30/01
    Filed 10/13/00 10-K
- -   Employment Agreement- Jordan, Michael, dated 08/19/99 Filed 08/24/99 8-K
- -   Employment Agreement- Van Etten, Lawrence, dated 05/22/00,Filed105130/00 8-K
- -   Retainer Letter Agreement - Chamberlin, dated 03/13/01

(v) Except as set forth below AmeriNet is not a party and has not been a party
for a period of at least one year to any agreement or indenture relating to the
borrowing of money in excess of $2,000 or to mortgaging, pledging or otherwise
placing a lien on any assets of AmeriNet which has a fair market value in excess
of $5,000 in the aggregate:

- -  Convertible Loan Agreement, dated 5/7/01
- -  Loan & Security Agreement - The Yankee Companies, dated 05/05/00  Filed
   05/15/00 10-QSB
- -  Full Recourse Secured Promissory Note - Yankees, dated 05/05/00 Filed
   05/15/00 10-QSB
- -  Promissory Note - AmeriNet/Lorilei, dated 10/12/00      Filed 11/02/00 8-K
- -  Promissory Note-AmeriNet/ PriMed, dated 01/17/01

(vi) Except as set forth below AmeriNet is not a party and has not been a party
for a period of at least one year to any guaranty of any obligation for borrowed
money or otherwise, other than endorsements made for collection:

- -  Convertible Loan Agreement, dated 5/7/01
- -  Loan & Security Agreement - The Yankee Companies, dated 05/05/00,Filed
   05/15/00 10-QSB
- -  Full Recourse Secured Promissory Note - Yankees, dated 05/05/00, Filed
   05/15/00 10-QSB

(vii) Except as set forth below AmeriNet is not a party and has not been a party
for a period of at least one year to any lease or agreement under which it is
lessor of, or permits any third party to hold or operate, any property, real or
personal:

         Not applicable

(viii) Except as set forth below AmeriNet is not a party and has not been a
party for a period of at least one year to any contract or group of related
contracts with the same party for the purchase of products or services, under
which the undelivered balance of such products and services has a purchase price
in excess of $2,000:

         Not applicable

(ix) Except as set forth below AmeriNet is not a party and has not been a party
for a period of at least one year to any contract or group of related contracts
with the same party for the sale of products or services, under which the
undelivered balance of such products and services has a sales price in excess of
$2,000:

         Not applicable

(x)      Except as set forth below AmeriNet is not a party and has not been a
party for a period of at least one year to any franchise agreement:

         Not applicable

(xi) Except as set forth below AmeriNet is not a party and has not been a party
for a period of at least one year to any other agreement material to AmeriNet's
business or not entered into in the ordinary course of business:

- - Agreement to Assign Claims - Yankees/AmeriNet, dated 05/04/01
- - Assignment of Claims, dated 05/04/01
- - Assignment and Transfer of Bankruptcy Claim #18, dated 05/04/01


<PAGE>



- - Assignment and Transfer of Bankruptcy Claim #20, dated 05/04/01
- - Cisco Reseller Agreement, dated 02/09/01
- - Conversion Agreement - Blue Lake Capital Corp, dated 02/28/01 filed on
    05/15/01 10-Q
- - Conversion Agreement - Blue Lake Capital Corp, dated 03/31/01 filed on
    05/15/01 10-Q
- - Conversion Agreement - Blue Lake Capital Corp., dated 04/10/01 filed on
    05/15/01 10-Q
- - Conversion Agreement - Calvo Family Spendthrift Trust, dated 03/01/01 filed on
    05/15/01 10-Q
- - Conversion Agreement - Calvo Family Spendthrift Trust, dated 03/31/01 filed on
    05/15/01 10-Q
- - Conversion Agreement - Calvo Family Spendthrift Trust, dated 04/01/01 filed on
    05/15/01 10-Q
- - Conversion Agreement - Calvo Family Spendthrift Trust, dated 04/24/01 filed on
    05/15/01 10-Q
- - Conversion Agreement - Calvo Family Spendthrift Trust, dated 04/27/01 filed on
    05/15/01 10-Q
- - Conversion Agreement - Calvo Family Spendthrift Trust, dated 05/07/01 filed on
    05/15/01 10-Q
- - Conversion Agreement - K. Walker, LTD., dated 08/15/00 filed on 05/15/01 10-Q
- - Conversion Agreements - Tucker, Lenny, dated 01/29/01 filed on 05/15/01 10-Q
- - Conversion Agreement - Yankees, dated 06/30/00 filed on 05/15/01 10-Q
- - Conversion Agreement - Yankees, dated 08/15/00 filed on 05/15/01 10-Q
- - Conversion Agreement - Yankees, dated 10/05/00 filed on 05/15/01 10-Q
- - Conversion Agreement - Yankees, dated 11/13/00 filed on 05/15/01 10-Q
- - Conversion Agreement - Yankees, dated 12/05/00 filed on 05/15/01 10-Q
- - Conversion Agreement - Yankees, dated 01/31/01 filed on 05/15/01 10-Q
- - Conversion Agreement - Yankees, dated 01/31/01 filed on 05/15/01 10-Q
- - Conversion Agreement - Yankees, dated 02/28/01 filed on 05/15/01 10-Q
- - Conversion Agreement - Yankees, dated 02/28/01 filed on 05/15/01 10-Q
- - Conversion Agreement - Yankees, dated 03/31/01 filed on 05/15/01 10-Q
- - Conversion Agreement - Yankees, dated 03/31/01 filed on 05/15/01 10-Q
- - Conversion Agreement-Yankees, dated 4/30/01 filed on 05/15/01 10-Q
- - Conversion Agreement-Yankees, dated 5/31/01 filed on 05/15/01 10-Q
- - License Agreement - Yankees, dated 02/09/00 Filed 12/31/99 10-Q
- - License Agreement, Amendment - Yankees/WRI, dated 04/16/01 Filed 04/30/01 8-K
- - License Transfer Agreement, dated April 16, 2001
- - Reorganization Agreement - Lorilei, dated 05/11/00 Filed 05/30/00 8-K
- - Recission Agreement - Vista Vacation, dated 07/12/00 Filed 08/15/00 8-K
- - Settlement Agreement - Frontline Processing, dated 04/15/01
- - Subscription Agreement - Bolina Trading Corp.,dated 07/04/00 Filed on 05/15/01
- - Subscription Agreement - Bolina Trading Corp.,dated 07/07/00 Filed on 05/15/01
- - Subscription Agreement - Bolina Trading Corp.,dated 07/27/00 Template filed
   on 05/15/01
- - Subscription Agreement - Franjola, George, dated 06/06/00
- - Subscription Agreement - Franjola, John, dated 06/05/00
- - Subscription Agreement - K. Walker, Ltd., dated 06/07/00
- - Subscription Agreement - K. Walker, Ltd., dated 06/07/00
- - Subscription Agreement - Palmair, Inc., dated 08/30/00 Filed on 05/15/01 8-KSB
- - Subscription Agreement - Van Etten, Lawrence, dated 06/08/00
- - Subscription Agreement - Van Etten, Linda, dated 06/08/00
- - Subscription Agreement - Van Etten, Lawrence and Linda, dated 06/08/00
- - Subscription Agreement - The Yankee Companies, dated 06/16/00
- - Superseder & Exchange Agreement - Trilogy, dated 06/30/00 Filed 07/17/00 8-K
- - Superseder & Exchange Agreement - WRI, dated 01/26/01 Filed 02/08/01 8-K
- - Superseder & Settlement Agreement - Xcel, dated 05/31/00 Filed 06/15/00 8-K
- - Superseder and Termination Agreement -Yankees, dated 5/25/01
- - Warrant Agreement, Amended - Elenson, Debra , dated 5/22/01
- - Warrant Agreement, Amended - Eichner, Jonathan - dated May 23, 2001
- - Warrant Agreement - The Yankee Companies, dated 11/23/99 Filed 05/11/01 8-K
- - Warrant Agreement, Amended Supplement, dated 04/30/01 Filed 05/11/01 8-K
- - Warrant Agreement, Yankees, dated 5/2/01, as amended as of June 13, 2001
- - Warrant Agency Agreement, Yankees/Liberty, dated 5/25/01, as amended as of
   June 13, 2001


<PAGE>


- - Weekly Stock Picks.com, dated 03/07/01
- - Letter of Intent, dated 12/13/00
- - *Hamilton Lehrer & Dargan, P.A. - *Jericho Capital Corp.

* This agreement will remain in effect after the closing of the Park City
Group/AmeriNet reorganization.




                                  Exhibit 4.3C
                                    Consents


1.   A copy of the annual stockholders meeting minutes, dated December 21, 2001,
     have been provided to Park City.

2.   A copy of the Board minutes dated May 18, 2001,  have been provided to Park
     City.

3.   See exhibit 3.2L for a copy of the termination  agreement  between AmeriNet
     and Yankees.



                                  Exhibit 5.2D
                                  Legal Opinion



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.4
<SEQUENCE>5
<FILENAME>exb_2-4.txt
<DESCRIPTION>ACCESSION AGREEMENT LEE BOWMAN
<TEXT>

                               ACCESSION AGREEMENT


     By this  ACCESSION  AGREEMENT,  dated as of June 5, 2001,  the  undersigned
agrees  to be bound by and to  comply  with the  terms  and  conditions  of that
Reorganization  Agreement dated May 31, 2001, by and between AmeriNet Group.com,
Inc., Randall K. Fields and Riverview Financial Corporation. Notwithstanding the
foregoing,  the undersigned does not make the representations and warranties set
forth in Article Three of the Reorganization Agreement.




                                          /s/ Lee Bowman
                                              Signature
                                              Lee Bowman
                                              Print Name




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.5
<SEQUENCE>6
<FILENAME>exb_2-5.txt
<DESCRIPTION>ACCESSION AGREEMENT WILLIAM & LOIS JONES
<TEXT>

                               ACCESSION AGREEMENT


     By this  ACCESSION  AGREEMENT,  dated as of June 8, 2001,  the  undersigned
agrees  to be bound by and to  comply  with the  terms  and  conditions  of that
Reorganization  Agreement dated May 31, 2001, by and between AmeriNet Group.com,
Inc., Randall K. Fields and Riverview Financial Corporation. Notwithstanding the
foregoing,  the undersigned does not make the representations and warranties set
forth in Article Three of the Reorganization Agreement.




                                               /s/ William R. Jones
                                                   Signature
                                                   William R. Jones
                                                   Print Name




                                               /s/ Lois H. Jones
                                                   Signature
                                                   Lois H. Jones
                                                   Print Name




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.6
<SEQUENCE>7
<FILENAME>exb_2-6.txt
<DESCRIPTION>ACCESSION AGREEMENT ANTHONY FRANK
<TEXT>

                               ACCESSION AGREEMENT


     By this  ACCESSION  AGREEMENT,  dated as of June 5, 2001,  the  undersigned
agrees  to be bound by and to  comply  with the  terms  and  conditions  of that
Reorganization  Agreement dated May 31, 2001, by and between AmeriNet Group.com,
Inc., Randall K. Fields and Riverview Financial Corporation. Notwithstanding the
foregoing,  the undersigned does not make the representations and warranties set
forth in Article Three of the Reorganization Agreement.




                                           /s/ Anthony M. Frank
                                               Signature

                                               Anthony M. Frank
                                               Print Name




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.7
<SEQUENCE>8
<FILENAME>exb_2-7.txt
<DESCRIPTION>ACCESSION AGREEMENT PAUL QUINN
<TEXT>

                               ACCESSION AGREEMENT


     By this  ACCESSION  AGREEMENT,  dated as of June 7, 2001,  the  undersigned
agrees  to be bound by and to  comply  with the  terms  and  conditions  of that
Reorganization  Agreement dated May 31, 2001, by and between AmeriNet Group.com,
Inc., Randall K. Fields and Riverview Financial Corporation. Notwithstanding the
foregoing,  the undersigned does not make the representations and warranties set
forth in Article Three of the Reorganization Agreement.




                                                     /s/ Paul Quinn
                                                         Signature

                                                         Paul Quinn
                                                         Print Name




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.8
<SEQUENCE>9
<FILENAME>exb_2-8.txt
<DESCRIPTION>ACCESSION AGREEMENT LARRY HOLMAN
<TEXT>

                               ACCESSION AGREEMENT


     By this  ACCESSION  AGREEMENT,  dated as of June 7, 2001,  the  undersigned
agrees  to be bound by and to  comply  with the  terms  and  conditions  of that
Reorganization  Agreement dated May 31, 2001, by and between AmeriNet Group.com,
Inc., Randall K. Fields and Riverview Financial Corporation. Notwithstanding the
foregoing,  the undersigned does not make the representations and warranties set
forth in Article Three of the Reorganization Agreement.




                                                     /s/ Larry C. Holman
                                                         Signature

                                                         Larry C. Holman
                                                         Print Name




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.9
<SEQUENCE>10
<FILENAME>exb_2-9.txt
<DESCRIPTION>SHARE EXHANGE AGREEMENT
<TEXT>

                            SHARE EXCHANGE AGREEMENT

     THIS SHARE EXCHANGE  AGREEMENT (the  "Agreement"),  dated June 11, 2001, by
and between AmeriNet Group.Com, Inc. ("AmeriNet") and Riverview Financial Corp.,
a California corporation ("Riverview").

                                    RECITALS

     WHEREAS,  Riverview is the holder of certain  promissory notes of Park City
Group, Inc., a Delaware corporation  ("PCG"),  which notes may be converted into
shares of PCG Series A Preferred Stock (which is further convertible into shares
of PCG common stock) (collectively,  and separately as applicable, the preferred
stock and the common stock are  referred to as the "Series A Preferred  Stock"),
pursuant  to the  terms of a Note  Conversion  Agreement,  dated  June 8,  2001,
between PCG and Riverview (the "Note Conversion Agreement");

     WHEREAS,  AmeriNet  and certain  shareholders  of PCG have  entered  into a
Reorganization Agreement (the "Reorganization  Agreement"),  dated May 31, 2001,
pertaining  to the exchange of shares of PCG common stock for shares of AmeriNet
common stock; and

     WHEREAS,  as a condition  to the closing of the  Reorganization  Agreement,
AmeriNet and  Riverview  will enter into this  Agreement  whereby  AmeriNet will
grant to Riverview the right to exchange  shares of Series A Preferred Stock for
shares of AmeriNet common stock at an exchange price of $0.17 per share.

                                    AGREEMENT

     NOW, THEREFORE,  in consideration of the foregoing and the mutual covenants
and agreements contained herein, and other good and valuable consideration,  the
receipt and  sufficiency  of which is hereby  acknowledged,  the parties  hereto
agree as follows:

     1.   Exchange  Option.  AmeriNet  hereby  grants to Riverview the right and
          option (the  "Option")  to  exchange  the shares of Series A Preferred
          Stock  (including any shares of PCG common stock into which the Series
          A Preferred Stock may have been converted),  received  pursuant to the
          exercise  of the  right  and  option  granted  in the Note  Conversion
          Agreement,  for shares of AmeriNet common stock.  The number of shares
          of AmeriNet  common stock issuable in the exchange shall be based on a
          share price for the Series A Preferred Stock  (including any shares of
          PCG common stock into which the Series A Preferred Stock may have been
          converted) of $1.00 and a share price of $0.17 for the AmeriNet common
          stock, adjusted for any stock splits, combinations,  recapitalizations
          and the like. By way of example, one share of Series A Preferred Stock
          may be  exchanged  for  approximately  5.88 shares of AmeriNet  common
          stock ($1.00 / $0.17).  No fractional  shares of AmeriNet common stock
          shall be  issued in the  exchange  of Series A  Preferred  Stock.  All
          shares (including  fractions  thereof) issuable upon exchange shall be
          aggregated,  and if after such aggregation,  the exchange would result
          in the issuance of any fractional  share,  AmeriNet  shall, in lieu of
          issuing any fractional share, issue a whole share.

     2.   Option Exercise.  Riverview may exercise the Option once, or from time
          to  time,  as to all or any  remaining  Series  A  Preferred  Stock by
          delivering  or mailing  written  notice of its  election  to  AmeriNet
          specifying  the  number  of shares  for  conversion.  Riverview  shall
          deliver  the  share  certificate  for the  Series  A  Preferred  Stock
          together  with  a  stock  power  transferring  the  number  of  shares
          designated for  conversion,  and AmeriNet shall execute and deliver to
          Riverview,   or  to  Riverview's   designee,   certificates   for  the
          corresponding  number of shares of AmeriNet common stock for which the
          Series A Preferred  Stock is being  exchanged,  and shall cause PCG to
          deliver  to  Riverview  a share  certificate  for any  balance  of the
          certificate  tendered by  Riverview.  If the Option is exercised as to
          shares of Series A Preferred  Stock which have not been converted into
          shares of PCG  common  stock,  the  option  to  convert  the  Series A
          Preferred  Stock  into PCG common  stock will be deemed  automatically
          exercised and AmeriNet will receive  shares of PCG common stock in the
          exchange.

     3.   Representations and Warranties of Riverview. By delivery of the Series
          A  Preferred  Stock  share  certificate(s)  for  exchange,   Riverview
          represents and warrants to AmeriNet that:

          (a)  It has full  corporate  power  and  authority  to enter  into and
               perform this  Agreement;  this Agreement has been duly authorized
               by all requisite  action on Riverview's  part; and this Agreement
               has been  executed and delivered by duly  authorized  officers of
               Riverview.

          (b)  It holds  legal  and  equitable  title to the  shares of Series A
               Preferred  Stock  tendered for  exchange,  and has not  assigned,
               transferred, pledged or hypothecated such title.



<PAGE>



          (c)  It is acquiring the AmeriNet common stock for its own account for
               investment  purposes,  and not  with a view  to the  distribution
               thereof.

          (d)  It agrees  that it will not sell or assign  the  AmeriNet  common
               stock unless the stock is registered or the transaction is exempt
               from registration under the Act.

          (e)  It is an accredited  investor as such term is defined in Rule 501
               of Regulation D of the Securities Act of 1933.

     4.   Representations  and Warranties of AmeriNet.  AmeriNet  represents and
          warrants to Riverview that:

          (a)  It has  sufficient  shares of AmeriNet  common stock reserved for
               issuance hereunder.

          (b)  The shares of AmeriNet  common  stock  issued  hereunder  will be
               fully paid,  non-assessable  and free from all preemptive rights,
               taxes,  liens and  charges  (other  than  taxes in respect of any
               transfer occurring contemporaneously with such issue).

          (c)  It has full  corporate  power  and  authority  to enter  into and
               perform this  Agreement;  this Agreement has been duly authorized
               by all requisite  action on AmeriNet's  part;  and this Agreement
               has been  executed and delivered by duly  authorized  officers of
               AmeriNet.  AmeriNet  represents that it has taken all actions and
               obtained all  approvals  necessary for the issuance of the shares
               of AmeriNet common stock hereunder.

     5.   Registration.  If at  any  time  AmeriNet  shall  propose  to  file  a
          registration  statement  under  the Act with  respect  to any class of
          security  (other than a  registration  relating  solely to the sale of
          securities  to  participants  in its stock or stock  option  plan or a
          registration in connection with a bona fide business acquisition of or
          by AmeriNet),  AmeriNet shall in each case timely notify  Riverview in
          writing and include in such  registration  statement any or all of the
          shares of AmeriNet  common stock  obtained  hereunder as Riverview may
          request  (Riverview  is limited  to  registering  4,000,000  shares in
          AmeriNet's first registration statement filed after the closing of the
          Reorganization  Agreement)  within twenty (20) days after such notice,
          subject to such  restrictions  and conditions as may be imposed by the
          underwriter in connection with any underwritten  offering. In addition
          to the  foregoing,  AmeriNet  will  prepare  and  file a  registration
          statement under the Act at the request of Riverview from time to time,
          sufficient to permit the sale or distribution of all or any portion of
          the shares of AmeriNet  common stock issued  hereunder.  AmeriNet will
          use its best efforts to cause any registration  statement hereunder to
          become  effective  as  promptly  as  practical  and  to  maintain  the
          effectiveness so as to permit the resale of the registered  securities
          until such securities are sold.  AmeriNet will use its best efforts to
          register or qualify the securities covered by any such registration in
          such   jurisdictions   as  Riverview  may  reasonably   request.   All
          registration  expenses  incurred in connection with any  registration,
          qualification  or  compliance  with this  paragraph  shall be borne by
          AmeriNet.

     6.   Further  Assurances.  Each party will  execute  such other  documents,
          instruments  or  agreements,  and take or cause to be taken such other
          actions as may be  reasonably  necessary to  effectuate  the intent of
          this Agreement.

     7.   Invalidity.  In the  event  that  any one or  more  of the  provisions
          contained  in this  Agreement  shall,  for any  reason,  be held to be
          invalid,  illegal or unenforceable in any respect, then to the maximum
          extent   permitted   by   law,   such   invalidity,    illegality   or
          unenforceability  shall  not  affect  any  other  provisions  of  this
          Agreement.

     8.   Governing Law. This  Agreement  shall be governed and construed in all
          respects in accordance with the laws of the State of Utah.



<PAGE>



     9.   Transfer.  The  rights  granted  hereunder  may  only be  assigned  in
          connection  with  a  transfer  of the  AmeriNet  common  stock  issued
          hereunder. Riverview shall give written notice to AmeriNet at the time
          of any such  transfer  stating the name and address of the  transferee
          and identifying the shares with respect to which the rights under this
          Agreement are being assigned.

     10.  Counterparts.   This   Agreement  may  be  executed  in  one  or  more
          counterparts,  each of which  shall be deemed an  original  and all of
          which together shall constitute one and the same document.

     IN WITNESS  WHEREOF,  the parties hereto have each caused this Agreement to
be executed as of the day and year first above written.

                      "AMERINET" AMERINET GROUP.COM, INC.,
                             a Delaware corporation

                                             By:  /s/ Edward Dmytryk
                                           Name:      Edward Dmytryk
                                          Title:      President

                     "RIVERVIEW" RIVERVIEW FINANCIAL CORP.,
                            a California corporation

                                             By:  /s/ Randall K. Fields
                                           Name:      Randall K. Fields
                                          Title:      President
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.10
<SEQUENCE>11
<FILENAME>exb_2-10.txt
<DESCRIPTION>INDEMNIFICATION AGREEMENT
<TEXT>

                           INDEMNIFICATION AGREEMENT

     THIS  AGREEMENT is effective as of the 8th day of June,  2001, by and among
AmeriNet  Group.com,  Inc., a Delaware  corporation  ("AmeriNet") and Carrington
Capital Corp. ("Carrington").

                                    RECITALS:

     WHEREAS, on May 31, 2001, AmeriNet entered into a reorganization  agreement
("Reorganization  Agreement")  with the Park City  Group  Participants,  as such
participants  are  defined in the  Reorganization  Agreement  ("Park  City Group
Participants"),  pursuant to which AmeriNet will acquire at least  ninety-eighty
percent  of  the  outstanding  stock  of  Park  City  Group,  Inc.,  a  Delaware
corporation, in exchange for shares of AmeriNet's common stock; and

     WHEREAS, as an inducement to the Park City Group Participants entering into
the  Reorganization  Agreement and as a condition to the closing (the "Closing")
of the Reorganization Agreement, Carrington has agreed to indemnify AmeriNet for
certain expenses as defined in this Agreement.

                                   AGREEMENT:

     NOW THEREFORE,  for valuable consideration,  the receipt and sufficiency of
which are hereby acknowledged, the parties agree as follows:

1.   Indemnification.  Carrington  shall  indemnify and defend  AmeriNet and its
     subsidiaries  and affiliates,  and their  respective  officers,  directors,
     shareholders,   successors   and  assigns   (collectively,   the  "AmeriNet
     Parties"),  from and against any and all costs, expenses,  losses, damages,
     fines, penalties, or liabilities (including,  without limitation,  interest
     which may be imposed  in  connection  therewith,  court  costs,  litigation
     expenses,  and reasonable  attorneys' and accounting  fees)  (collectively,
     "Expenses") incurred by the AmeriNet Parties, directly or indirectly,  with
     respect to, in connection with, arising from, or alleged to result from any
     of the following  that exist as of the date of Closing  (collectively,  the
     "Proceedings"):

     A.   Any claims by Bruce Gleason for cash or stock;

     B.   Any unpaid  claims by Liberty  Transfer  Co. for  services as transfer
          agent;

     C.   Any unpaid tax obligations;

     D.   Any unpaid AmeriNet payroll or employee benefits obligations; or

     E.   Any other AmeriNet liens and/or judgments.

2.     Procedure for Indemnification.

     A.   AmeriNet  shall  promptly give notice  hereunder to  Carrington  after
          obtaining written notice of any Proceeding as to which recovery may be
          sought  because of the  indemnity  in Section 1.  Notwithstanding  the
          foregoing,  the  right  to  indemnification  hereunder  shall  not  be
          affected by any failure of AmeriNet to give such  notice,  or delay by
          AmeriNet in giving such  notice,  unless,  and then only to the extent
          that, the rights and remedies of Carrington shall have been prejudiced
          as a result of the failure to give, or delay in giving, such notice.

     B.   If  AmeriNet  shall  assume the defense of any such  Proceeding  after
          giving  notice  to  Carrington,   AmeriNet  may  defend  against  such
          Proceeding in such manner as it deems  appropriate and may settle such
          Proceeding  on such terms as it may deem  appropriate  and  Carrington
          shall promptly  reimburse  AmeriNet for the amount of such  settlement
          and for all  Expenses  incurred by AmeriNet  in  connection  with such
          Proceeding.  Carrington  agrees  to  cooperate  with  AmeriNet  in all
          reasonable respects with respect to a Proceeding.

<PAGE>

     C.   If Carrington  assumes the defense of the Proceeding,  the obligations
          of Carrington hereunder as to such Proceeding shall include taking all
          steps  necessary in the defense or settlement of such  Proceeding  and
          holding AmeriNet  harmless from and against any and all damages caused
          by or arising  out of any  settlement  approved by  Carrington  or any
          judgment in connection with such Proceeding.  Carrington shall not, in
          the  defense  of such  Proceeding,  consent  to entry of any  judgment
          (other than a judgment of dismissal on the merits without  costs),  or
          enter into any settlement  (except with  AmeriNet's  written  consent)
          which does not include as an unconditional  term thereof the giving by
          the claimant or the plaintiff to AmeriNet a release from all liability
          in  respect  of such  Proceeding.  Anything  in this  Section 2 to the
          contrary  notwithstanding,  AmeriNet  may, with counsel of its choice,
          assume the defense of any such Proceeding.

     D.   Carrington  shall  promptly  reimburse  AmeriNet for the amount of any
          judgment  rendered  with  respect to any  Proceeding  for all Expenses
          incurred by AmeriNet in connection  with such  Proceeding,  whether or
          not resulting  from,  arising out of, or incurred with respect to, the
          act of a third party.

3.   Arbitration.  Any dispute,  controversy  or claim,  whether  contractual or
     non-contractual,  between the parties arising directly or indirectly out of
     or  connected  with the  indemnification  obligations  set forth under this
     Agreement,  unless  mutually  settled by the parties,  shall be resolved in
     accordance with the dispute resolution procedures set forth in Section 9.12
     of the Reorganization Agreement, incorporated herein by this reference.

4.   Additional  Remedy.  If for any  reason  Carrington  fails to  provide  the
     indemnification  required by this  Agreement,  and AmeriNet incurs Expenses
     related to (1) any Proceeding,  (2) improperly issued AmeriNet  securities,
     (3) improper compliance by AmeriNet with the Investment Company Act, or (4)
     AmeriNet liabilities or obligations existing as of the date of Closing, the
     Park City Group Participants will be entitled to additional AmeriNet common
     stock  equal in value to 78% of the amount of the  Expenses  (the  AmeriNet
     stock  will be valued  at $.17 per  share).  The  remedy  provided  in this
     section will be in addition to any other remedies provided by law.

5.   Notices. All notices, consents, and other communications hereunder shall be
     in writing and deemed to have been duly given when (a)  delivered  by hand,
     (b) sent by telecopier  (with receipt  confirmed),  provided that a copy is
     mailed by registered mail,  postage pre-paid return receipt  requested,  or
     (c) when  received  by the  addressee,  if sent by  Express  Mail,  Federal
     Express, or other express delivery service (postage pre-paid return receipt
     requested),  in  each  case to the  appropriate  addresses  and  telecopier
     numbers set forth below (or to such other addresses and telecopier  numbers
     as a party may designate as to itself by notice to the other):

                    If to AmeriNet: AmeriNet Group.com, Inc.
                                333 Main Street,
                                  P.O. Box 5000
                              Park City, Utah 84060
                              Phone: (435) 649-2221
                               FAX: (435) 645-2110
                          Attn: Chief Executive Officer

                      With a copy to: Snell & Wilmer L.L.P.
                               Gateway Tower West
                        15 West South Temple, Suite 1200
                           Salt Lake City, Utah 84101
                              Phone: (801) 257-1900
                               FAX: (801) 257-1800
                           Attn: John R. Morris, Esq.

                If to Carrington Parties Carrington Capital Corp.
                            Crystal Corporate Center
                      2500 North Military Trail, Suite 225
                            Boca Raton, Florida 34471
                          Attn: Chief Financial Officer

<PAGE>

6.   Miscellaneous.  None of the rights of any party under this Agreement may be
     transferred  or  assigned  without the prior  written  consent of the other
     parties hereto. The captions which precede the articles and the sections of
     this  Agreement  are for  convenience  only and shall in no way  affect the
     manner in which any provision  hereof is construed.  Whether the context or
     circumstance requires, the singular shall include the plural and the plural
     shall include the singular and the whole shall include any part thereof and
     any gender shall include both genders. Each right or remedy required by the
     provisions  of  this  Agreement   shall  be  in  addition  to  and  not  in
     substitution  of, any  rights or  remedies  available  or now  existing  or
     hereafter arising under applicable law. Any rights or remedies provided for
     by this  Agreement or afforded by law or equity are distinct and cumulative
     and may be exercised  concurrently or independently  or successively.  This
     Agreement  supersedes all prior agreements,  negotiations or understandings
     between  the  parties  hereto in any way  related to the  specific  subject
     matter of this  Agreement.  None of the provisions of this Agreement may be
     altered or modified  except  through an instrument in writing signed by all
     of the  parties  hereto.  All  of the  terms,  provisions,  agreements  and
     undertakings  herein contained shall be binding upon and shall inure to the
     benefit of the respective heirs, personal  representatives,  successors and
     assigns  of the  parties  hereto.  This  Agreement  shall be  governed  by,
     construed  in  accordance  with the  laws of the  State  of  Delaware.  The
     provisions of this Agreement are severable and should any provision  hereof
     be void, voidable or unenforceable under any applicable law, such provision
     shall not affect or invalidate any other provision of this Agreement, which
     shall  continue to govern the relative  rights and duties of the parties as
     though  the  void,  voidable  or  unenforceable  provision  were not a part
     hereof.  It is the  intention  and agreement of the parties that all of the
     terms  and  conditions  hereof  shall be  enforced  to the  fullest  extent
     permitted by law. All warranties,  representation,  indemnities,  covenants
     and other  agreements of the parties hereto shall survive the execution and
     delivery of this  Agreement  and shall,  notwithstanding  the execution and
     delivery  of this  Agreement,  continue  in full  force  and  effect.  This
     Agreement  may be  executed  in any number of  counterparts,  each of which
     shall be deemed an original.

     IN WITNESS  WHEREOF,  the parties have caused this Agreement to be executed
on the date first written above by their  respective  officers  thereunder  duly
authorized.


                            AmeriNet Group.com, Inc.,
                             a Delaware corporation


                                            By:               /s/ Ed Dmytryk
                                            Its:              President

                            Carrington Capital Corp.


                                            By:         /s/   Leonard Tucker
                                            Its:              President




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.1
<SEQUENCE>12
<FILENAME>exb_3-1.txt
<DESCRIPTION>CERTIFICATE OF AMENDMENT DATED JUNE 20, 2001
<TEXT>

            Certificate of Amendment to Certificate of Incorporation
                                       of
                            AmeriNet Group.com, Inc.

     Pursuant  to the  provisions  of  Sections  222  and  242  of  the  General
Corporation Law of the State of Delaware,  this Delaware profit corporation does
hereby  adopt the  following  certificate  of amendment  to its  Certificate  of
Incorporation:


     First:    The  Board of  Directors  of the  corporation  has  duly  adopted
               resolutions  proposing  and  declaring  advisable  the  following
               amendment to the  Certificate  of  Incorporation  as currently in
               effect:


     The  following new Article  First is hereby  adopted,  changing the name of
this Corporation from "AmeriNet Group.com, Inc." to "Fields Technologies,  Inc."
As amended, Article First will henceforth read as follows:

     First:

     Name:   The name of the Corporation is "Fields Technologies, Inc."

     Second:   The annual meeting of the  stockholders  of said  corporation was
               duly  called  and held on  December  21,  2000,  upon  notice  in
               accordance with Section 222 of the General Corporation Law of the
               State of  Delaware at such  meeting it was  resolved by a vote of
               holders of 8,052,011 of the shares of capital  stock  entitled to
               vote at the meeting,  with no vote being cast  against,  that the
               Certificate of  Incorporation  of this  Corporation be amended by
               the Board of Directors as provided above.




     In  Witness  Whereof,  the  Corporation  has  caused  this  Certificate  of
Amendment  to be signed  by its  authorized  officers  on this 20th day of June,
2001.


                                                   AmeriNet Group.com, Inc.


                                      By:      /s/ Randall K. Fields
                                                   Randall K. Fields, President

                                      Attest:  /s/ Narayan Krishnan
                                                   Narayan Krishnan, Secretary
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.2
<SEQUENCE>13
<FILENAME>exb_3-2.txt
<DESCRIPTION>CERTIFICATE OF AMENDMENT DATED JUNE 7, 2001
<TEXT>

                           Certificate of Amendment of
                          Certificate of Incorporation
                                       of
                            AmeriNet Group.com, Inc.

     This  Certificate of Amendment to Certificate of  Incorporation is executed
by the undersigned  duly authorized  corporate  officers of AmeriNet  Group.com,
Inc., who, being duly sworn, certify as follows:

First:    The annual meeting of the  stockholders  of said  corporation was duly
          called and held on December 21, 2000,  upon notice in accordance  with
          Section 222 of the General Corporation Law of the State of Delaware at
          such  meeting it was resolved by a vote of holders of 8,052,011 of the
          shares of capital stock entitled to vote at the meeting,  with no vote
          being cast against,  that the  Certificate  of  Incorporation  of this
          corporation  be amended  by  changing  the  Article  thereof  numbered
          "Fourth"  so  that,  as  amended,  said  Article  shall be and read as
          follows:

     "The authorized  capital of the Corporation shall be divided into shares of
capital stock, as follows:

         (1)   The total number of shares of common stock which the  corporation
               shall have authority to issue is  175,000,000,  and the par value
               of each of such shares is $0.01.

         (2)   The Corporation  shall be authorized to issue 5,000,000 shares of
               preferred  stock,  $.01 par value, the attributes of which are to
               be  determined  by  resolution  of  the  Corporations   Board  of
               Directors  from time to time,  prior to issuance,  in  conformity
               with the  requirements  of Section  151 of the  Delaware  General
               Corporation Law."

Second:   That said amendment was duly adopted in accordance with the provisions
          of  Section  242 of the  General  Corporation  Law  of  the  State  of
          Delaware.

Third:    That the capital of said corporation  shall not be reduced under or by
          reason of said amendment.

     In Witness  Whereof,  the Corporation has made under its corporate seal and
the hands of its president and secretary, respectively, of said corporation, the
foregoing  certificate,  and the president and secretary have hereunto set their
hands and caused  the  corporate  seal of the said  corporation  to be  hereunto
affixed this 7th day of June, 2001.


                            AMERINET GROUP.COM, INC.


By: /s/ Ed Dmytryk                                Attest: /s/ Vanessa H. Lindsey
Ed Dmytryk                   [Corporate Seal]           Vanessa H. Lindsey
President                                               Secretary





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>14
<FILENAME>exb_99-1.txt
<DESCRIPTION>SUPERSEDER AGREEMENT
<TEXT>




                       Superseder & Termination Agreement

     This  Superseder &  Termination  Agreement  (the  "Agreement")  is made and
entered into by and among  AmeriNet  Group.com,  Inc., a publicly  held Delaware
corporation  with a class of  securities  registered  under Section 12(g) of the
Exchange  Act  ("AmeriNet");   and,  The  Yankee  Companies,   Inc.,  a  Florida
corporation   ("Yankees;"  AmeriNet  and  Yankees  being  sometimes  hereinafter
collectively referred to as the "Parties" or generically as a "Party").

                                    Preamble:

     WHEREAS,  AmeriNet  and  Yankees  are  currently  parties  to a  number  of
agreements,   including  a  strategic   consulting  agreement  (the  "Consulting
Agreement"),  a warrant  agreement (the "Warrant  Agreement"),  a revolving loan
agreement  (the  "Loan  Agreement")  and a loan and pledge  agreement  (the "PCG
Deposit  Agreement") and Yankees currently holds a number of AmeriNet promissory
notes (the "AmeriNet Notes), a warrant to purchase 2.5% of AmeriNet's authorized
and reserved  capital stock  measured as of the date exercise is completed  (the
"Yankees  Warrant") and most shares of AmeriNet's  outstanding class A preferred
stock (the "Class A Preferred Stock"); and

     WHEREAS,;  AmeriNet is entering into a reorganization agreement pursuant to
Section  368(a)(1)(B)  of the Code  with  Park  City  Group,  Inc.,  a  Delaware
corporation  headquartered in Park City Utah ("PCG") pursuant to which, AmeriNet
must, at the time of closing,  have no  liabilities,  no securities  outstanding
other than  shares of its common  stock and  options  and  warrants  to purchase
shares  of its  common  stock  on a fully  determinable  basis as of the date of
closing and no assets,  as a result of which,  AmeriNet must persuade Yankees to
terminate the Consulting and Loan Agreements,  convert all of the AmeriNet Notes
into  shares  of the Class A  Preferred  stock  and  convert  all of the Class A
Preferred Stock into shares of AmeriNet's common stock,  leaving the PCG Deposit
Agreement in full force and effect; and

     WHEREAS,  subject to the terms and conditions  set forth below,  Yankees is
agreeable to making the  concessions  required in order for AmeriNet to meet the
conditions and obligations of its proposed agreement with PCG:

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

                                   Witnesseth:

                                    Article I
                                   Definitions

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

(A)  Accredited Investor:

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

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

    (1)   Any bank as defined in section  3(a)(2) of the Act, or any savings and
          loan association or other institution as defined in section 3(a)(5)(A)
          of the Act whether acting in its individual or fiduciary capacity; any
          broker or dealer  registered  pursuant to section 15 of the Securities
          Exchange  Act of 1934;  any  insurance  company  as defined in section
          2(13)  of  the  Act;  any  investment  company  registered  under  the
          Investment  Company Act of 1940 or a business  development  company as
          defined in section  2(a)(48) of that Act;  Small  Business  Investment
          Company  licensed  by the U.S.  Small  Business  Administration  under
          section  301(c) or (d) of the Small  Business  Investment Act of 1958;
          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;


<PAGE>






                            Superseder & Termination
                                Agreement Page 1

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

(C)  (1)  Closing:

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

     (2)  Closing Date:

          The date on which the Closing takes place.

     (3)  PCG Closing:

          The Closing on AmeriNet's  reorganization  agreement  with PCG,  which
          shall take place concurrently with and as a condition to the Closing.

(D)  Code:

     The Internal Revenue Code of 1986, as amended.

(E)  Commission:

     The United States Securities and Exchange Commission

(F)   EDGAR:

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


(G)  (1)  Escrow Agent Edward C.  Dmytryk,  an individual  currently  serving as
          president of AmeriNet, or such replacement as may be mutually selected
          by the Parties.

     (2)  Escrow Agreement

          The Agreement  between the Escrow Agent and AmeriNet,  a copy of which
          is annexed hereto and made a part hereof as exhibit I(G)(2).



<PAGE>



(H)      (1)   Exchange Act:

               The Securities Exchange Act of 1934, as amended.

         (2)   Exchange Act Reports:

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

(I)       Florida Act:

          The Florida Securities and Investor Protection Act.


(J)       Florida Rule:

          Florida  Rule  3E_500.005,   which  provides  as  follows:  Disclosure
          requirements of Section 517.061(11)(a)3., Florida Statutes.

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

         (2)   The determination as to whether sales of securities are part of a
               larger  offering (i.e.,  are deemed to be integrated)  depends on
               the particular facts and  circumstances.  In determining  whether
               sales  should be regarded as part of a larger  offering  and thus
               should be  integrated,  the  facts  described  in Rule  3E_500.01
               should be considered.

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

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

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

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

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

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

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

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

              (a)   The  information  contained in the annual report required to
                    be filed  under  the  Securities  Exchange  Act of 1934 or a
                    registration  statement on Form S_1 [CCH Federal  Securities
                    Law  ReporterP.  7121 ] under  the  Securities  Act of 1933,
                    whichever  filing is the most  recent  required to be filed,
                    and  the  information  contained  in  any  definitive  proxy
                    statement required to be filed pursuant to Section 14 of the
                    Securities  Exchange  Act of  1934  and in  any  reports  or
                    documents  required  to be filed by the issuer  pursuant  to
                    Section  13(a) or 15(d) of the  Securities  Exchange  Act of
                    1934, since the filing of such annual report or registration
                    statement; and


<PAGE>



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

(K)  Reorganization:

     The corporate  events  effected in reliance on Section  368(a)(1)(B) of the
     Code which are to take place on or before May 31,  2001,  between  AmeriNet
     and PCG as a result of which PCG will become a wholly owned  subsidiary  of
     AmeriNet and the former PCG securities  holders will become the controlling
     stockholders of AmeriNet.

(L)  Reorganization Agreement:

     The agreement  between AmeriNet and all of the stockholders of PCG pursuant
     to which the Reorganization is to be effected.

(M)  Rule 144(d)(3)(ii)

     [Persons  Deemed Not to Be  Engaged in a  Distribution  and  Therefore  Not
     Underwriters]  .... (ii) Conversions.  If the securities sold were acquired
     from the issuer for a consideration  consisting  solely of other securities
     of the same issuer  surrendered for conversion,  the securities so acquired
     shall be deemed to have been  acquired  at the same time as the  securities
     surrendered for conversion ....


(N)  Section 3(a)(9)

     (1)  Sec.  3(a)  of the  Securities  Act,  which  provides  as  follows  in
          subsection   (9):  Except  as  hereinafter   expressly   provided  the
          provisions  of this  title  shall  not  apply to any of the  following
          classes  of  securities:  ....  [Securities  Exchanged  with  Security
          Holders] Sec. 3(a)(9) Except with respect to a security exchanged in a
          case under title 11 of the United States Code, any security  exchanged
          by the issuer with its existing security holders  exclusively where no
          commission  or  other  remuneration  is  paid  or  given  directly  or
          indirectly for soliciting such exchange;

     (2)  Commission  Regulations  ss.230.149,  [Definition  of  "Exchanged"  in
          Section 3(a)(9),  for Certain  Transactions]:  The term "exchanged" in
          section  3(a)(9) shall be deemed to include the issuance of a security
          in consideration of the surrender by the existing  security holders of
          the issuer, of outstanding  securities of the issuer,  notwithstanding
          the fact  that the  surrender  of the  outstanding  securities  may be
          required  by the terms of the plan of exchange  to be  accompanied  by
          such  payment in cash by the  security  holder as may be  necessary to
          effect an  equitable  adjustment,  in respect of dividends or interest
          paid or payable on the securities involved in the exchange, as between
          such  security  holder  and other  security  holders of the same class
          accepting the offer of exchange.

     (3)  Commission Regulations ss.230.150, [Definition of "Commission or Other
          Remuneration" in Section 3(a)(9),  for Certain  Transactions] The term
          "commission  or other  remuneration"  in  Section  3(a)(9)  shall  not
          include  payments made by the issuer,  directly or indirectly,  to its
          security  holders in  connection  with an exchange of  securities  for
          outstanding  securities,  when such  payments are part of the terms of
          the offer of exchange.

(O)  Securities Act:

     The Securities Act of 1933, as amended.


(P)  Service:

     The United States Internal Revenue Service.

(Q)  (1)  AmeriCom AmeriNet Communications, Inc., a Florida corporation

     (2)  FundsAmerica Funds America Finance Corporation, a Florida corporation.

     (3)  Trilogy  Trilogy  International,  Inc.,  a  Florida  corporation.

     (4)  PriMed PriMed Technologies, Inc., a Florida corporation.

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

     (6)  WRI  Wriwebs.com,  Inc.,  a  Florida  corporation.


<PAGE>


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

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

                                   Article II
                              Operative Provisions

(A)  In conjunction with AmeriNet's  return to Yankees of all rights to projects
     described in AmeriNet press releases and filings with the Commission  under
     the  Exchange  Act as the "15c2-11  Project"  and the  "Emerging  Companies
     Report  Project,"  in the  amendment to license  agreement  dated April 16,
     2001,  a copy of which is annexed  hereto and made a part hereof as exhibit
     II-1 (the "Amendment to License  Agreement"),  AmeriNet hereby also conveys
     to Yankees for purpose of their liquidation, all of AmeriNet's right, title
     and  interest,  if any, in Lorilei  Communications,  Inc.  ("Lorilei")  and
     AmeriNet Communications, Inc. ("AmeriCom"),  including, without limitation,
     all of their capital  stock and all rights to  litigation  against them and
     their former stockholders.

(B)  Subject to the conditions  precedent that: all actions required to be taken
     in order to comply with the  securities and other laws of each state having
     jurisdiction  over the transactions  called for under this Agreement;  and,
     that the Reorganization  becomes fully effective on or before May 31, 2001,
     the Parties hereby agree as follows:

     (1)  AmeriNet:

          (a)  AmeriNet hereby agrees to transfer to Yankees, at Closing, all of
               its right,  title and  interest in and to all of its  assets,  of
               whatever kind or character,  whether real or personal, current or
               inchoate, and including without limitation, all of the securities
               AmeriNet  holds in other  corporations,  whether as  subsidiaries
               (e.g., AmeriCom) or as investments (e.g., Trilogy and Vista), all
               furniture,  fixtures,  equipment,  supplies,  deposits,  contract
               rights, choses in action, etc., except for:

               1.   Securities  specifically  defined in Section  II(B)(2) which
                    are to be transferred to the Escrow Agent for disposition in
                    accordance with the terms of existing agreements between the
                    respective issuers, AmeriNet and Yankees; provided, however,
                    that if they are not so  distributed,  the Escrow Agent will
                    promptly convey them to Yankees; and

               2.   Cash or cash equivalents (certificates of deposit, certified
                    checks, bank accounts, etc.).

          (b)  AmeriNet  hereby  agrees to  transfer  to the  Escrow  Agent,  at
               Closing:

               1.   All of the common stock in WRI for  disposition  as provided
                    for in the superseder and exchange agreement entered into by
                    the Parties and WRI on or about  January 26, 2001, a copy of
                    which was filed by AmeriNet with the  Commission;  provided,
                    however,  that if they are not so  distributed,  the  Escrow
                    Agent will convey them to Yankees;

               2.    All of the  rights of its stockholders  to common  stock in
                    PriMed,  for  disposition  as provided for in the consulting
                    agreement entered into by the Parties and PriMed on or about
                    January 16, 2001, a copy of which was filed by AmeriNet with
                    the Commission;

                3.  All of the rights of its stockholders in the common stock in
                    FundsAmerica,  shares  of  common  stock in which are in the
                    process  of  being   registered   with  the  Commission  for
                    distribution to persons who held AmeriNet common stock as of
                    the close of business on June 17, 1999, or their  successors
                    in  interest,  all as of the  day the  registration  of such
                    common  stock is declared  effective by the  Commission;  as
                    provided  for in  Section  1.4 of the  consulting  agreement
                    entered into by the Parties and FundsAmerica on or about May
                    18,  1999,  a copy of which was filed by  AmeriNet  with the
                    Commission.


<PAGE>


          (c)  Closing  on the  foregoing  will take  place as soon as  possible
               taking into account the  requirements  of AmeriNet in conjunction
               with the PCG  closing,  and the  requirement  that  AmeriNet  not
               dispose of substantially all of its assets in a manner that would
               require  stockholder  approval for the transactions  contemplated
               hereby or in conjunction with the proposed PCG closing.

    (2)   Yankees:

               Yankees hereby:

               (a)     Takes all of the following actions:

     1.   Converts all of the AmeriNet  Notes into shares of AmeriNet's  Class A
          Preferred  Stock,  on  the  preferential  basis  provided  for  in the
          Consulting Agreement;

     2.   Converts all of the shares of AmeriNet's  Class A Preferred Stock held
          by Yankees into shares of AmeriNet's common stock, on the preferential
          basis provided for in the Consulting Agreement.

     3.   Releases  all  liens  held  by  Yankees  on   AmeriNet's   assets  and
          securities, other than those created under the PCG Deposit Agreement.

               (b)  Agrees,  if required by PCG as a condition to closing on the
                    Reorganization  Agreement,  to  exercise  the balance of the
                    Yankees Warrant by payment of the exercise price exclusively
                    in AmeriNet  securities having a value equal to the exercise
                    price  based  on the last  transaction  price  reported  for
                    AmeriNet  common stock on the OTC Bulleting Board on the day
                    preceding  Yankees execution of the Yankees warrant exercise
                    form.

         (3)   The Parties:

               The Parties  hereby  terminate the  Consulting  Agreement and the
               Loan Agreement,,  provided that Yankees is entitled to receipt of
               all accrued but unpaid compensation under such Agreements,  as of
               the date of this  Agreement,  payable  in  shares  of  AmeriNet's
               common  stock,  on the  preferential  basis  provided  for in the
               Consulting Agreement.

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

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

         (2)   Acknowledges that he, she or it has, based on his, her or its own
               substantial experience,  the ability to evaluate the transactions
               contemplated  hereby and the merits and risks  thereof in general
               and the  suitability  of the  transaction  for him,  her or it in
               particular;

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



<PAGE>



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

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

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

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

         (7)   Is aware that:

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

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

         (8)   Has obtained his, her or its own opinion from his, her or its own
               legal  counsel to the effect  that  after an  examination  of the
               transactions  associated  herewith  and the  applicable  law,  no
               action  needs to be taken by any Party in  conjunction  with this
               Agreement  and  the  issuance  of  the  securities   involved  in
               conjunction  therewith,  other than such  actions as have already
               been  taken  in  order  to  comply   with  the   securities   law
               requirements of his, her or its state of domicile; and

         (9)   (a)  Except for shares issued in reliance on Staff Legal Bulletin
                    Number 5 of the Commission's  Division of Corporate Finance,
                    issued  pursuant to Section 3(a)(9) of the Securities Act or
                    registered  with  the  Commission,   certificates   for  the
                    securities  involved will bear  restrictive  legends and the
                    transfer  agents involved will be instructed not to transfer
                    the  subject  securities  unless  they have been  registered
                    pursuant to Section 5 of the Securities Act or an opinion of
                    counsel  to such  Party  satisfactory  to legal  counsel  to
                    AmeriNet and its chief executive  officer has been provided,
                    to the effect that the proposed  transaction  is exempt from
                    registration requirements imposed by the Securities Act, the
                    Exchange Act and any applicable state or foreign laws;


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


<PAGE>



                                   Article III
                      Superseder, Mutual Releases & Closing

(A)  The terms of this  Agreement  supersede  the terms of all other  agreements
     between AmeriNet,  Yankees and their affiliates (other than the PCG Deposit
     Agreement  and the Yankees  Warrant),  all of which will be  henceforth  be
     deemed null and void except that, in  conjunction  with the exchange of any
     type of AmeriNet  security for any other type of AmeriNet security required
     by the  terms of this  Agreement,  each  such  exchange  shall be  deemed a
     separate  transaction  pursuant  to the  exemptive  provisions  of  Section
     3(a)(9) of the Securities Act and Commission Rule 144(d)(3)(ii).

(B)  In  consideration  for  the  exchange  of  covenants  reflected  above  but
     excepting  only the  obligations  created by this  Agreement,  the  Yankees
     warrant and the PCG Deposit  Agreement,  AmeriNet  and Yankees  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  will  be to a  schedule  or  exhibit  to this  Agreement  unless
     otherwise indicated.

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

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

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

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

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

4.2  Notice.

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

     (1)      To AmeriNet:

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


<PAGE>




     (2)      To Yankees:

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

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

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

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

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

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

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 will be
     of no force or effect.

4.4  Survival.

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

4.5  Severability.

     If any provision or any portion of any provision of this  Agreement,  other
than one of the conditions  precedent or subsequent,  or the application of such
provision  or any  portion  thereof to any person or  circumstance  will be held
invalid or  unenforceable,  the  remaining  portions of such  provision  and the
remaining  provisions of this Agreement or the  application of such provision or
portion of such  provision  as is held  invalid or  unenforceable  to persons or
circumstances  other  than those to which it is held  invalid or  unenforceable,
will not be affected thereby.

4.6  Governing Law.

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

4.7  Indemnification.

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



<PAGE>



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

4.8  Dispute Resolution.

(A)  In any action  between  the  Parties  to  enforce  any of the terms of this
     Agreement or any other matter arising from this  Agreement any  proceedings
     pertaining  directly  or  indirectly  to the rights or  obligations  of the
     Parties hereunder will, to the extent legally permitted, be held in Broward
     County,  Florida,  and the prevailing Party will be entitled to recover its
     costs  and  expenses,  including  reasonable  attorneys'  fees  up  to  and
     including all negotiations,  trials and appeals,  whether or not any formal
     proceedings are initiated.

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

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

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

     (2)  In the  event  that  mediation  does not lead to a  resolution  of the
          dispute then at the request of any Party,  the Parties will submit the
          dispute to binding  arbitration before an arbitration  service located
          in Broward  County,  Florida to be selected by lot, in the same manner
          as set forth for mediation.

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

          (b)  Expenses of mediation, if unsuccessful and of arbitration will be
               borne  by the  Party or  Parties  against  whom  the  arbitration
               decision is rendered.  (c) If the terms of the arbitral  award do
               not   establish  a  prevailing   Party,   then  the  expenses  of
               unsuccessful  mediation and arbitration  will be borne equally by
               the Parties involved.

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

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

4.9  Benefit of Agreement.

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

4.10  Further Assurances.

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



<PAGE>



4.11  Counterparts.

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

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

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

4.12  License.

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

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

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


     In Witness  Whereof,  AmeriNet and Yankees 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.
/s/ Sally Ann Stroberg /s/                       (A Delaware corporation)

/s/ Jennifer Micthem /s/                By:    /s/ Edward C. Dmytryk
                                                   Edward C. Dmytryk, President
         (Corporate Seal)
                                    Attest:   /s/ Vanessa H. Lindsey
                                                  Vanessa H. Lindsey, Secretary
Dated:   May 23, 2001

State of Florida           }
County of Marion  } ss.:

     On this 23rd day of May, 2001, before  me, a notary  public  in and for the
county and state aforesaid, personally appeared Edward C. Dmytryk and Vanessa H.
Lindsey,  to me known,  and known to me to be the  president  and  secretary  of
AmeriNet Group.com, Inc., the above-described corporation, and to me known to be
the  persons  who  executed  the  foregoing  instrument,  and  acknowledged  the
execution  thereof to be their  free act and deed,  and the free act and deed of
AmeriNet Group.com, Inc., for the uses and purposes therein mentioned.

     In witness  whereof,  I have  hereunto  set my hand and affixed my notarial
seal the day and year in this  certificate  first above  written.  My commission
expires: 06/07/04

         {Seal}
                                              /s/ Sally Ann Stroberg /s/
                                              Notary Public

                                              The Yankee Companies, Inc.
/s/ Nancy Molinari                           (a Florida corporation)

/s/ Charles J. Scimeca /s/                By:    /s/ Leonard Miles Tucker
                                                 Leonard Miles Tucker, President
         (Corporate Seal)
                                      Attest:  /s/ Vanessa H. Lindsey
                                                   Vanessa H. Lindsey, Secretary
Dated:   May 18th, 2001



<PAGE>



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

     On this 18th day of May,  2001, before  me, a notary  public in and for the
county and state aforesaid, personally appeared Leonard Miles Tucker and Vanessa
H.  Lindsey,  to me known,  and known to me to be the president and secretary of
The Yankee Companies, Inc., the above-described  corporation, and to me known to
be the persons who executed  the  foregoing  instrument,  and  acknowledged  the
execution  thereof to be their  free act and deed,  and the free act and deed of
The Yankee Companies, Inc., for the uses and purposes therein mentioned.

     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:

         (Seal)
                                                  /s/ Charles J. Scimeca /s/
                                                      Notary Public


<PAGE>



                                 Exhibit 3(E)(6)
                               Investment Letters


Date: May 18, 2001

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

         Re.:     AmeriNet Securities

Dear Mr. Dmytryk:

     On behalf of the Yankee Companies, Inc., a Florida corporation ("Yankees"),
I hereby  certify  and  warrant  that  Yankees  is a party to the  Superseder  &
Termination  Agreement  to which  this  letter is  annexed  as an  exhibit  (the
"Agreement"),  pursuant to which it is acquiring  equity  securities of AmeriNet
Group.com,  Inc.  ("AmeriNet")  and it is providing  this letter to  acknowledge
certain matters and to bind itself by certain  agreements  required by AmeriNet,
in order to assure  that the  issuance  of  unregistered  securities  to Yankees
complies with applicable  exemptions from securities  registration  requirements
provided under federal securities laws and the securities laws of Yankees' state
of domicile.

     On behalf of Yankees, I hereby certify under penalty of perjury that:

     1.   Except for securities  acquired in reliance on Section  3(a)(9) of the
          Securities Act, upon receipt of the AmeriNet securities,  Yankees will
          be acquiring them for its own account for investment  purposes without
          any intention of selling or distributing  all or any part thereof.  On
          behalf of Yankees,  I represent  and warrant  that it  qualifies 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 it is sophisticated
          in  financial  affairs,  or  has  relied  on  the  advice  of  someone
          sophisticated in financial affairs, is able to bear the economic risks
          of this  investment  and does not have any  reason to  anticipate  any
          change in its circumstances, financial or otherwise.

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

     3.   Except for securities  acquired in reliance on Section  3(a)(9) of the
          Securities Act, I agree that I will in no event sell or distribute any
          of the AmeriNet securities unless in the opinion of AmeriNet's counsel
          (based  on  an  opinion  of  Yankees'   legal  counsel)  the  AmeriNet
          securities  may  be  legally  sold  without   registration  under  the
          Securities Act, and/or  registration  and/or other qualification under
          then_applicable   State  and/or  Federal  statutes,  or  the  AmeriNet
          securities  will  have  been so  registered  and/or  qualified  and an
          appropriate prospectus, will then be in effect.


<PAGE>



     4.   Yankees is fully aware that,  except for the  securities  exchanged in
          reliance  on  Section  3(a)(9) of the  Securities  Act,  the  AmeriNet
          securities  are being  offered  and issued by  AmeriNet  to Yankees 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 Yankees' certifications and warranties.

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

     6.   On behalf of Yankees, I acknowledge  execution hereof that Yankees has
          had access to Exchange Act Reports that contain  material  information
          concerning  AmeriNet and Park City Group,  Inc.,  and to their updated
          financial statements,  business plans and information,  books, records
          and  properties,  and have  inspected  the same to  Yankees'  full and
          complete satisfaction prior to acquisition of the AmeriNet securities.

     7.   On behalf of Yankees, I represent and warrant that because of Yankees'
          experience  in business  and  investments,  it is competent to make an
          informed  investment  decision  with  respect  thereto on the basis of
          Yankees' inspection of AmeriNet's records and Yankees'  questioning of
          AmeriNet's officers.


Edward C. Dmytryk
May 18, 2001
Page 2


     On behalf of Yankees,  I further certify that Yankees'  domicile is located
at the address set forth in the Agreement.


                                Very truly yours,

                           The Yankee Companies, Inc.

                          /s/ Leonard Miles Tucker /s/
                              Leonard Miles Tucker
                                    President
<PAGE>

                                Escrow Agreement

     This Escrow Agreement (the "Escrow  Agreement") is made and entered into by
and among  AmeriNet  Group.com,  Inc.,  a Delaware  corporation  with a class of
securities  registered  under  Section  12(g) of the Exchange Act  ("AmeriNet");
Wriwebs.com,  Inc., a Florida  corporation  ("WRI");  and, Edward C. Dmytryk,  a
Florida  resident  (the  "Escrow  Agent;"  AmeriNet  and WRI being  collectively
referred to as the  "Principals"  and the Escrow Agent and the Principals  being
sometimes  hereinafter  collectively referred to as the "Parties" and each being
sometimes hereinafter generically referred to as a "Party").


                                    Preamble:

     Whereas,  the  Principals  desire that the Escrow  Agent hold all shares of
WRI's common stock owned by AmeriNet (the "Escrow Res") pending its  disposition
as required  under the terms of the superseder  and exchange  agreement  entered
into by AmeriNet,  WRI and the Yankee  Companies,  Inc.,  a Florida  corporation
("Yankees"),  on or  about  January  26,  2001  (the  "Principles'  Agreement"),
including  the  distribution  of  shares  to Mr.  Caputa  and  Yankees  and  the
registration  of WRI common stock with the Commission for issuance to holders of
AmeriNet  common  stock and their  successors  in  interest,  as of the close of
business  on the day which  the  required  registration  statement  is  declared
effective by the Commission (the "Qualifying Recipients"); and

     Whereas,  such  arrangement is required as a supplement to the  Principles'
Agreement because of AmeriNet's anticipated acquisition of Park City Group, Inc.
(a Delaware  corporation  headquartered  in Park City, Utah;  "PCG"),  which has
insisted as a condition of such acquisition, that that AmeriNet divest itself of
all assets other than between  $1,000,000  and  $5,000,000  in cash prior to the
closing on the acquisition of PCG; and

     Whereas,  the Escrow Agent has agreed to act as escrow agent for the Escrow
Res on the terms and conditions now about to be set forth.

     Now, Therefore, in consideration of the covenants and agreements herein set
forth and other good and lawful  consideration,  the receipt and  sufficiency of
which is hereby acknowledged, the Parties hereto, intending to be legally bound,
agree as follows:

                                   Witnesseth:

I.       Escrow

(a)  The Escrow Agent agrees to hold all of the Escrow Res in escrow  subject to
     the following terms and conditions, which shall control in the event of any
     conflict  between the  provisions  hereof and those  reflected in any other
     instruments.

     (1)  The Escrow Res, or any portion  thereof,  may be disbursed at any time
          upon notification in writing, signed by both Principals,  such writing
          to be orally confirmed by the Escrow Agent; or

     (2)  The Escrow Res, or any portion thereof,  may be disbursed upon receipt
          of separate written  instruments,  one from each Principal,  otherwise
          meeting the requirements of Section I(a)(1); or

     (3)   (A) The Escrow Agent will deliver the portion of the Escrow Res to be
               distributed to the Qualifying Recipients to WRI's transfer agent,
               provided  that it is registered as such and in good standing with
               the Commission  (the "WRI Transfer  Agent"),  at such time as the
               Escrow Agent is notified that the registration statement filed by
               WRI  with  the   Commission   registering   the  Escrow  Res  for
               distribution to the Qualifying  Recipients (the "WRI Registration
               Statement") has been declared  effective by the Commission,  with
               signature   medallion  guaranteed,  as   required  to      permit



<PAGE>




               distribution of the Escrow Res to the Qualified Recipients in the
               manner called for by the WRI Registration Statement.

           (B) The Escrow Agent will deliver the portion of the Escrow Res to be
               delivered to Mr. Caputa,  to Mr. Caputa  pursuant to the terms of
               the  Principles'   Agreement,   concurrently  with  Mr.  Caputa's
               delivery  to  the  Escrow   Agent,   with   signature   medallion
               guaranteed,  as  required  to permit  immediate  cancellation  by
               AmeriNet of the shares of AmeriNet  common stock which Mr. Caputa
               is  required  to  return  to  AmeriNet  under  the  terms  of the
               Principles' Agreement.

           (C) The Escrow Agent will deliver the portion of the Escrow Res to be
               delivered  to Yankees  pursuant  to the terms of the  Principles'
               Agreement,  concurrently with the distribution of AmeriNet common
               stock to the  Qualifying  Recipients,  as  described  in  Section
               1(a)(3)(A) above.

     (4)  In the  event  that WRI  fails to  secure  an  effective  date for the
          Registration  Statement  in a  manner  rendering  it  abandoned  under
          federal  securities laws,  regulations or rules, then the Escrow Agent
          shall  immediately  convey the Escrow Res other than that  theretofore
          tendered to Mr. Caputa,  to the order of Yankees,  for  disposition as
          Yankees deems appropriate, in its sole discretion.

     (5)  In the  event  that  the  Escrow  Agent  has not  received  acceptable
          dispositive  instructions  from the Principals  within 12 months after
          the date of this Escrow Agreement,  he may, at his option, initiate an
          action in the nature of interpleader and deposit the Escrow Res in the
          registry of a court of competent jurisdiction, for disposition.

     (6)  In the event that either  Principal  fails to provide the Escrow Agent
          with  confirmation  of disbursement  instructions  satisfactory to the
          Escrow  Agent after  receipt of a  disbursement  demand from the other
          Principal,  the Escrow Agent may, at his option, initiate an action in
          the nature of interpleader  and deposit the Escrow Res in the registry
          of a court of competent jurisdiction, for disposition.

(b)  Unless  otherwise  provided  for in this Escrow  Agreement  or any addendum
     hereto,  the Escrow Agent shall disburse the Escrow Res without interest or
     other accumulation in value.

(c)  The Escrow  Agent  shall not be deemed to have  knowledge  of any matter or
     thing  unless  and until the Escrow  Agent has  actually  received  written
     notice of such  matter or thing and the Escrow  Agent  shall not be charged
     with any constructive notice whatsoever.

(d)  In the event the Escrow Res consist in whole or in part of stocks, bonds or
     certificates  of deposit  (or any other  property  which may  fluctuate  in
     value) the Escrow  Agent  shall hold in  escrow,  pursuant  to this  Escrow
     Agreement,  any proceeds of the Escrow Res actually delivered to the Escrow
     Agent and realized as a result of splits, calls,  redemptions or otherwise,
     but shall not be  obligated  to  ascertain  the  existence  of (or initiate
     recovery of) such proceeds or to become or remain  informed with respect to
     the  possibility or probability of such proceeds being realized at any time
     in the  future,  or to inform  any  Principal(s)  or any third  party  with
     respect to the nature and extend of any proceeds realized,  except upon the
     written  request of such party,  or to monitor current market values of the
     Escrow Res. Furthermore, the Escrow Agent shall not be obligated to proceed
     with any action or inaction  based on  information  with  respect to market
     values of the Escrow Res which the  Escrow  Agent may in any manner  learn,
     nor shall the Escrow Agent be obligated to inform the  Principal(s)  or any
     third party with respect to market  values of any one or more of the Escrow
     Res at any  time,  the  Escrow  Agent  having  no duties  with  respect  to
     investment management or information,  all Principals(s)  understanding and
     intending that Escrow Agent's  responsibilities  are purely  ministerial in
     nature.  Any reduction in the market value or other value of the Escrow Res
     while  deposited  with  the  Escrow  Agent  shall  be at the  sole  risk of
     Principal(s).




<PAGE>



(e)  In the event  instructions from Principal(s) would require the Escrow Agent
     to  expend  any  funds or to incur  any cost,  the  Escrow  Agent  shall be
     entitled to refrain  from taking any action  until it receives  payment for
     such costs.

(f)  The  Principal(s)  acknowledge  and  agree  that  nothing  in  this  Escrow
     Agreement  shall  prohibit  the Escrow  Agent from (1) serving in a similar
     capacity on behalf of the others or (2) acting in the  capacity of attorney
     for one or more Principal(s) in connection with any matter.

(g)  The Parties acknowledge that the Qualified  Recipients and Yankees shall be
     third party  beneficiaries  under this  Escrow  Agreement  for  purposes of
     enforcing  rights to receipt of the Escrow  Res,  as  provided  for in this
     Escrow Agreement.

II.  Release of Escrowed Property

(a)  The Escrow  Agent agrees to release the Escrow Res in  accordance  with the
     terms and conditions set forth in this Escrow Agreement.

(b)  In the event the Escrow Agent shall be uncertain as to its duties or rights
     hereunder  or  shall  receive  instructions,  claims  or  demands  from any
     Principal(s)  or from third  persons  with respect to the Escrow Res or any
     other  sums or  things  which  may be held  hereunder,  which,  in its sole
     opinion,  are in conflict with any provision of this Escrow Agreement,  the
     Escrow  Agent shall be entitled to refrain  from taking any action until it
     shall be directed  otherwise in writing by all  Principal(s) and said third
     persons,  or  by a  final  order  or  judgment  of  a  court  of  competent
     jurisdiction.

(c)  If all or any portion of the Escrow Res delivered to the Escrow Agent is in
     the form of a check or in any form other than cash,  the Escrow Agent shall
     deposit them as required but shall not be liable for the nonpayment thereof
     nor  responsible  to  enforce  collection  thereof.  If such check or other
     instrument  other than cash  representing the Escrow Res is returned to the
     Escrow  Agent  unpaid,   the  Escrow  Agent  shall  notify  the  applicable
     Principal(s) for further instructions.

III. Liability of Escrow Agent

(a)  It is agreed that the duties of the Escrow Agent are purely  ministerial in
     nature and shall be expressly  limited to the safekeeping of the Escrow Res
     and for the disposition of same in accordance with this Escrow Agreement.

(b)  Each Principal  hereby  indemnifies  the Escrow Agent and holds it harmless
     from  and  against  any  and  all  claims,  liabilities,   damages,  costs,
     penalties,  losses,  actions,  suits or proceedings at law or in equity, or
     any other  expenses,  fees or charges of any character or nature,  which it
     may incur or with which it may be threatened directly or indirectly arising
     from or in any way connected with this Escrow Agreement or which may result
     from the Escrow Agent's following of instructions from Principal(s), and in
     connection  therewith,  indemnifies  the Escrow  Agent  against any and all
     expenses,  including  attorney's fees and the cost of defending any action,
     suit, or proceeding  or resisting any claim,  whether or not  litigation is
     instituted.

(c)  The  Escrow  Agent  shall  be  vested  with a lien on all  Escrow  Res held
     hereunder which are deliverable to the Principal(s) under the terms of this
     Escrow Agreement, for indemnification, attorney's fees, court costs arising
     from any  suit,  interpleader  or  otherwise,  or other  expenses,  fees or
     charges of any  character  or nature,  which may be  incurred by the Escrow
     Agent by reason of disputes arising between  Principal(s)  and/or any third
     party as to the correct  interpretation of this Escrow Agreement and/or the
     Consulting Agreement, and instructions given to the Escrow Agent hereunder,
     or  otherwise,  with  the  right of the  Escrow  Agent,  regardless  of the
     instruments  aforesaid and without the necessity of instituting any action,
     suit or proceeding, to hold the Escrow Res until and unless said additional
     expenses, fees and charges shall be fully paid.




<PAGE>



IV.  Disputes

(a)  In the event the  Escrow  Agent is joined as a party of a lawsuit by virtue
     of the fact that it is holding the Escrow Res, the Escrow  Agent shall,  at
     its  option,  either  (1) tender  the  Escrow  Res to the  registry  of the
     appropriate  court or (2)  disburse the Escrow Res in  accordance  with the
     court's  ultimate  disposition  of the case, and the  Principal(s)  hereby,
     jointly and  severally,  indemnify and hold the Escrow Agent  harmless from
     and against any damages or losses in connection  therewith  including,  but
     not limited to, reasonable attorney's fees and court costs at all trial and
     appellate levels.

(b)  In the event the Escrow Agent tenders the Escrow Res to the registry of the
     appropriate   court  and  files  an  action  of  interpleader   naming  the
     Principal(s)  and any affected third parties from whom the Escrow Agent has
     received  actual  notice,  the Escrow  Agent shall be released and relieved
     from  any  and  all  further  obligations  and  liability  hereunder  or in
     connection  herewith and the  Principal(s)  hereby,  jointly and severally,
     indemnify  and hold the Escrow Agent  harmless from and against any damages
     or losses arising in connection  therewith  including,  but not limited to,
     all costs and expenses  incurred by the Escrow Agent in connection with the
     filing  of such  action  including,  but not  limited  to,  the  reasonable
     attorneys' fees and court costs at all trial and appellate levels.

V.   Term of Agreement

(a)  This Escrow Agreement shall remain in effect until it is canceled in any of
     the following manners:

    (1)   Upon  provision of written  notice by all  Principal(s)  to the Escrow
          Agent  notifying it of cancellation of its designation as escrow agent
          to act and serve in said capacity, in which event,  cancellation shall
          take  effect no earlier  than  twenty  (20) days  after  notice to the
          Escrow Agent of such cancellation; or

    (2)   The Escrow  Agent may resign as escrow  agent at any time upon  giving
          notice to the  Principal(s) of its desire to so resign,  however,  the
          resignation  of the Escrow Agent shall take effect no earlier than ten
          (10) days after the giving of notice of resignation; or

    (3)   Upon compliance with all escrow provisions as set forth in this Escrow
          Agreement and in the Consulting Agreement.

(b)  In the event the  Principal(s)  fail to agree to a successor  escrow  agent
     within the period described above, the Escrow Agent shall have the right to
     deposit  all of the  Escrow  Res held  hereunder  into the  registry  of an
     appropriate court and request judicial  determination of the rights between
     Principal(s),   by  interpleader  or  other  appropriate  action,  and  the
     Principal(s) hereby,  jointly and severally,  indemnify and hold the Escrow
     Agent  harmless  from and  against  any  damages  or  loses  in  connection
     therewith,  including,  but not limited to, reasonable  attorney's fees and
     court costs at all trial and appellate levels.

(c)  Upon  termination  of the duties of the Escrow  Agent in either  manner set
     forth in  subparagraphs  1 or 2 of  Paragraph  (a) of this  Article  V, the
     Escrow  Agent shall  deliver  all of the Escrow Res to the newly  appointed
     escrow agent designated by the Principal(s),  and, except for rights of the
     Escrow  Agent  specified  in  Paragraph  (a) of Article  III of this Escrow
     Agreement,  the Escrow Agent shall not otherwise have the right to withhold
     the Escrow Res from said newly appointed escrow agent.

(d)  The Escrow Agent shall not be bound by any  modification,  cancellation  or
     rescission  of this  Escrow  Agreement  unless in writing and signed by all
     Principal(s)  and the Escrow Agent.  In no event shall any  modification of
     this  Escrow  Agreement,  which  shall  affect  the rights or duties of the
     Escrow Agent, be binding on the Escrow Agent unless it shall have given its
     prior written consent.



<PAGE>



VI. Cumulative Rights

     No right,  power or remedy  conferred  upon the Escrow Agent by this Escrow
Agreement is exclusive of any other right,  power or remedy,  but each and every
such right,  power or remedy shall be cumulative  and concurrent and shall be in
addition to any other right, power or remedy the Escrow Agent may have under the
Escrow  Agreement or now or hereafter  existing at law, in equity or by statute,
and the exercise of one right,  power or remedy by the Escrow Agent shall not be
construed or considered as a waiver of any other right, power or remedy.

VII. Compensation

     As consideration for the Escrow Agent's services hereunder,  the Principals
shall  each pay the  Escrow  Agent  the  consideration  set forth  below,  to be
tendered to the Escrow  Agent within ten business  days  following  execution of
this Escrow Agreement:

(a)  AmeriNet shall tender to the Escrow Agent, 5,000 shares of its unregistered
     common stock, to be issued in reliance on the exemptions from  registration
     provided by Section 4(6) of the Securities  Act and Section  517.061(11) of
     the Florida Act.

(b)  WRI shall  tender to the Escrow  Agent,  3,000  shares of its  unregistered
     common stock, to be issued in reliance on the exemptions from  registration
     provided by Section 4(6) of the Securities  Act and Section  517.061(11) of
     the Florida Act.

(c)  As a condition  precedent to the receipt of the compensation  called for by
     this Article VII, the Escrow Agent hereby  represents  to the other Parties
     to this Escrow Agreement that the Escrow Agent:

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

     (2)  Acknowledges  that he,  she or it has,  based  on his,  her or its own
          substantial  experience,  the  ability to  evaluate  the  transactions
          contemplated  hereby and the merits and risks  thereof in general  and
          the suitability of the transaction for him, her or it in particular;

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

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

     (4)       Has had an  opportunity  to ask questions of and receive  answers
               from the  officers of WRI and AmeriNet  concerning  the terms and
               conditions of this Escrow Agreement and the transactions



<PAGE>



               contemplated  hereby, as well as the affairs of WRI and AmeriNet,
               the contemplated affairs of WRI and AmeriNet and related matters;

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

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

     (7)       Is aware that:

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

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

     (8)  Has  obtained  his,  her or its own opinion  from his,  her or its own
          legal  counsel  to  the  effect  that  after  an  examination  of  the
          transactions  associated  herewith and the  applicable  law, no action
          needs  to be  taken  by any  Party in  conjunction  with  this  Escrow
          Agreement and the issuance of the  securities  involved in conjunction
          therewith, other than such actions as have already been taken in order
          to comply with the  securities  law  requirements  of his,  her or its
          state of domicile; and

     (9)   (a) Certificates  for the securities  involved will bear  restrictive
               legends and WRI and AmeriNet's transfer agents will be instructed
               not to  transfer  the  subject  securities  unless they have been
               registered  pursuant  to  Section 5 of the  Securities  Act or an
               opinion  of counsel to the  Escrow  Agent  satisfactory  to legal
               counsel to WRI or AmeriNet and WRI or AmeriNet's  chief executive
               officer (as the transaction  requires) has been provided,  to the
               effect that the proposed  transaction is exempt from registration
               requirements  imposed by the Securities Act, the Exchange Act and
               any applicable state or foreign laws;

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


<PAGE>



VIII.    Miscellaneous

8.1      Amendment.

     No  modification,  waiver,  amendment,  discharge  or change of this Escrow
Agreement  shall be valid  unless the same is  evinced by a written  instrument,
subscribed  by the Party  against which such  modification,  waiver,  amendment,
discharge or change is sought.

8.2      Notice.

     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:

(a)      To AmeriNet:

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

                   until AmeriNet acquires PCG and thereafter,

            to Park City Group. Inc.; Randall K. Fields, President;
                     Park City Group, Inc.; 333 Main Street;
                             Park City, Utah 84806;
                 Telephone (435) 649-2221, Fax (435) 649-2110;
              e-mail, randy@parkcity.com; Website, www.parkcity.com


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

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


(d)      To the Escrow Agent:
                               Edward C. Dmytryk;
                    1941 Southeast 51st Terrace, Suite 1500;
                             Ocala, Florida 34471;
               Telephone (352) 694-6661, Fax (352) 694-1325; and,
                         e-mail, edmytryk@earthlink.net,

(e)      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.

8.3      Merger.

     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.  All prior agreements  whether written or oral
shall be of no force or effect.

8.4      Survival.

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



<PAGE>



8.5      Severability.

     If any provision or any portion of any  provision of this Escrow  Agreement
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 Escrow  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.

8.6      Governing Law and Venue.

     This Escrow Agreement shall be governed by the laws of the State of Florida
and any  proceedings  hereunder  shall be held in a forum of the Escrow  Agent's
choice.

8.7      Litigation.

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

8.8      Benefit of Agreement.

     The terms and provisions of this Escrow Agreement shall be binding upon and
inure  to the  benefit  of the  Parties,  their  successors,  assigns,  personal
representatives, estate, heirs and legatees.

8.9      Captions.

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

8.10     Number and Gender.

     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.

8.11     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 Escrow Agreement.

8.12     Counterparts.

     This Escrow  Agreement may be executed in any number of  counterparts.  All
executed  counterparts shall constitute one Agreement  notwithstanding  that all
signatories are not signatories to the original or the same counterpart.

8.13     License.

     This Escrow  Agreement  is the property of the Yankees  Companies,  Inc., a
Florida corporation  ("Yankees") and 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's  prior  written
permission is prohibited.



<PAGE>



IX.      Definitions & Rules of Construction

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

(a)       Accredited Investor:

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

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

           (1) Any bank as defined in section 3(a)(2) of the Act, or any savings
               and loan  association or other  institution as defined in section
               3(a)(5)(A)  of  the  Act  whether  acting  in its  individual  or
               fiduciary  capacity;  any broker or dealer registered pursuant to
               section 15 of the Securities  Exchange Act of 1934; any insurance
               company as defined in section  2(13) of the Act;  any  investment
               company  registered under the Investment Company Act of 1940 or a
               business  development  company as defined in section  2(a)(48) of
               that Act; Small Business  Investment Company licensed by the U.S.
               Small Business  Administration under section 301(c) or (d) of the
               Small Business  Investment Act of 1958; 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;



<PAGE>


           (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)       Code:

          The Internal Revenue Code of 1986, as amended.

(c)       Commission:

          The United States Securities and Exchange Commission

(d)       EDGAR:

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

(e)       Exchange Act:

          The Securities Exchange Act of 1934, as amended.

(f)       Florida Act:

          The Florida Securities and Investor Protection Act

(J)       Florida Rule:

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

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

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

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

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

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

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


<PAGE>



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

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

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

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

              (a)   The  information  contained in the annual report required to
                    be filed  under  the  Securities  Exchange  Act of 1934 or a
                    registration  statement on Form S-1 [CCH Federal  Securities
                    Law  Reporter  P. 7121 ] under the  Securities  Act of 1933,
                    whichever  filing is the most  recent  required to be filed,
                    and  the  information  contained  in  any  definitive  proxy
                    statement required to be filed pursuant to Section 14 of the
                    Securities  Exchange  Act of  1934  and in  any  reports  or
                    documents  required  to be filed by the issuer  pursuant  to
                    Section  13(a) or 15(d) of the  Securities  Exchange  Act of
                    1934, since the filing of such annual report or registration
                    statement; and

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

(g)       Principles' Agreement:

          The agreement  entered into between AmeriNet,  WRI and Yankees,  on or
          about January 26, 2001.

(_)       Securities Act:

          The Securities Act of 1933, as amended.

(h)       Service:

          The United States Internal Revenue Service.

(i)

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

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


     IN WITNESS  WHEREOF,  the Parties  have caused this Escrow  Agreement to be
executed effective as of the 2nd day of April, 2001.



<PAGE>



Signed, sealed and delivered
         In Our Presence:
                                                     AmeriNet Group.com, Inc.
/s/ Sally Ann Stroberg

/s/ Jennifer Mitchem                              /s/ Vanessa H. Lindsey
                                                        Vanessa H. Lindsey
                                                        Secretary


                                                     Wriwebs.com, Inc.
/s/ John Haclelio

/s/ Patrica Caputa                                By: /s/ Michael A. Caputa
                                                    Michael A. Caputa, President


                                                        Escrow Agent
/s/ Sally Ann Stroberg                              /s/ Edward C. Dmytryk
                                                    Edward C. Dmytryk
/s/ Jennifer Mitchem



<PAGE>

                                  Exhibit VII
                           Form of Investment Letters


April 2, 2001

Edward C. Dmytryk
President
AmeriNet Group.com, Inc.
2500 North Military Trail, Suite 225
Boca Raton, Florida 33431

         Re.:     AmeriNet's Securities

Dear Mr. Dmytryk:

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

     I hereby certify under penalty of perjury that:

1.   Upon receipt of the WRI and AmeriNet  securities,  I will be acquiring them
     for my own account for investment purposes without any intention of selling
     or  distributing  all or any part  thereof.  I represent and warrant that I
     qualify as an  accredited  investor (as that term is defined in Rule 501(a)
     of Regulation D promulgated  under authority of the Securities Act of 1933,
     as amended [the "Securities Act"]) and that I am sophisticated in financial
     affairs, or have relied on the advice of someone sophisticated in financial
     affairs,  and I able to bear the economic risks of this investment and I do
     not have any reason to anticipate any change in my circumstances, financial
     or otherwise, nor any other particular occasion or event which should cause
     me to sell or distribute, or necessitate or require my sale or distribution
     of the WRI and AmeriNet securities. No one other than me has any beneficial
     interest in the WRI and AmeriNet securities.

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

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

4.   I am fully aware that the WRI and AmeriNet securities are being offered and
     issued by WRI and 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.

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



<PAGE>



6.   I acknowledge by my execution hereof that I have had access to Exchange Act
     Reports that contain material information  concerning WRI and AmeriNet, and
     to WRI and  AmeriNet's  updated  financial  statements,  business plans and
     information,  books, records and properties, and have inspected the same to
     my full and complete  satisfaction  prior to my  acquisition of the WRI and
     AmeriNet securities.

7.   I represent  and warrant  that  because of my  experience  in business  and
     investments,  I am competent to make an informed  investment  decision with
     respect thereto on the basis of my inspection of WRI and AmeriNet's records
     and my questioning of WRI and AmeriNet's officers.

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


                                Very truly yours,


                                /s/ Edward C. Dmytryk /s/
                                    Edward C. Dmytryk
                                    Signature

<PAGE>



                                   Exhibit VII
                           Form of Investment Letters


April 2, 2001

Michael A. Caputa
President
Wriwebs.com, Inc.
100 East Sample Road, Suite 210
Pompano Beach, Florida   33064

         Re.:     WRI's Securities

Dear Mr. Caputa:

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

     I hereby certify under penalty of perjury that:

1.   Upon receipt of the WRI and AmeriNet  securities,  I will be acquiring them
     for my own account for investment purposes without any intention of selling
     or  distributing  all or any part  thereof.  I represent and warrant that I
     qualify as an  accredited  investor (as that term is defined in Rule 501(a)
     of Regulation D promulgated  under authority of the Securities Act of 1933,
     as amended [the "Securities Act"]) and that I am sophisticated in financial
     affairs, or have relied on the advice of someone sophisticated in financial
     affairs,  and I able to bear the economic risks of this investment and I do
     not have any reason to anticipate any change in my circumstances, financial
     or otherwise, nor any other particular occasion or event which should cause
     me to sell or distribute, or necessitate or require my sale or distribution
     of the WRI and AmeriNet securities. No one other than me has any beneficial
     interest in the WRI and AmeriNet securities.

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

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

4.   I am fully aware that the WRI and AmeriNet securities are being offered and
     issued by WRI and 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.

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



<PAGE>


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

7.   I represent  and warrant  that  because of my  experience  in business  and
     investments,  I am competent to make an informed  investment  decision with
     respect thereto on the basis of my inspection of WRI and AmeriNet's records
     and my questioning of WRI and AmeriNet's officers.

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


                                Very truly yours,

                              /s/ Edward C. Dmytryk
                                Edward C. Dmytryk
                                    Signature

<PAGE>



                           License Transfer Agreement

     This License Transfer  Agreement (the "Agreement") is made and entered into
by and between and among The Yankee Companies,  Inc., a Florida Corporation (the
"Licensor"),  AmeriNet Group.com,  Inc., a Delaware corporation (the "Licensee")
and AmeriNet Communications, Inc., a Florida corporation ("AmeriCom"), sometimes
hereinafter collectively referred to as the "Parties").

                                    Preamble:

     WHEREAS,   the  parties   previously   entered  into  discussions  for  the
development  of a  financial  news  program,  known  among  the  parties  as the
"Emerging Companies" project,  which was conceived and planned by Licensor,  and
to that end created a license between Licensor and Licensee; and

     WHEREAS,  Licensor and Licensee agreed with AmeriCom that AmeriCom would be
responsible  for the  development and  profitability  of the Emerging  Companies
project, and to that end agreed that AmeriCom would be a sublicensee; and

     WHEREAS,  the Licensee has entered into an agreement  with Park City Group,
Inc.,  which requires  divestiture by Licensee of certain assets and agreements;
and

     WHEREAS,  the  agreement  with Park City  Group,  Inc. is  advantageous  to
Licensor and Licensee,  such that the reassignment of all rights to the Emerging
Companies  project  to  Yankees  and the  waiver  by  Yankees  of any  remaining
obligations to the other parties is valuable to those Parties; and

     WHEREAS,  the  failure of  AmeriCom  to  develop  and make  profitable  the
Emerging  Companies concept has resulted in potential  liabilities for AmeriCom,
and therefore it is advantageous  to AmeriCom to eliminate those  liabilities by
entering into this agreement;

     NOW THEREFORE, in consideration of the premises and the mutual advantage to
each party which will result from this agreement,  the Parties,  intending to be
legally bound, hereby agree as follows:


                                   Article One
                             Reassignment of Rights

     The Licensee and AmeriCom hereby reassign to the Licensor all right,  title
and interest in and to the Emerging Companies  project,  and the Licensor hereby
accepts the reassignment from the Licensee and AmeriCom.


                                   Article Two
                               Waiver by Licensor

     The  Licensor  hereby  waives  any  and all  further  compliance  with  any
agreement, understanding or undertaking regarding the Emerging Companies project
due from any other party to this agreement.



License Transfer Agreement
                                     Page 1

<PAGE>



                                  Article Three
                                     Waiver

     Licensee  and  AmeriCom  hereby  waive  any  further  claim  of any kind or
character to the Emerging Companies project.  Hereafter,  all parties agree that
all rights to this project shall be the property of Licensor.


                                  Article Four
                                  Miscellaneous

4.1      Amendment.

     No modification,  waiver, amendment,  discharge or change of this Agreement
shall be valid  unless  the same is in writing  and signed by the Party  against
which the  enforcement of said  modification,  waiver,  amendment,  discharge or
change is sought.

4.2      Merger.

     This instrument  contains all of the  understandings  and agreements of the
Parties  with  respect  to  the  subject  matter  discussed  herein.  All  prior
agreements  whether  written or oral, are merged herein and shall be of no force
or effect.

4.3      Survival.

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

4.4      Severability.

     If any provision or any portion of any provision of this Agreement,  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 effected thereby.

4.5      Governing Law and Venue.

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

4.6      Litigation.

(a)  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  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 litigation is initiated.


                           License Transfer Agreement
                                     Page 2

<PAGE>



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

     (1)   (A) First,  the  issue  shall  be  submitted  to  mediation  before a
               mediation service in Broward County,  Florida,  to be selected by
               lot from six  alternatives to be provided,  three by the Licensor
               and three by the Licensee.

           (B) The mediation efforts shall be concluded within ten business days
               after their in itiation 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,  three by the Licensor and three by the
          Licensee.

     (3)   (A) Expenses  of  mediation  shall  be  borne  by  the  Licensee,  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.

4.7      Further Assurances.

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

4.8      Counterparts.

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

(b)  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  Securities  and  Exchange
     Commission.

     In Witness Whereof, the Parties have executed this Agreement,  effective as
of the last date set forth below.



                           License Transfer Agreement
                                     Page 3

<PAGE>


Signed, Sealed & Delivered
         In Our Presence
                                                 The Yankee Companies, Inc.
                                                  a Florida corporation
/S/ Nancy Malinaro

/s/ Sally Ann Stroberg                      By: /s/ Leonard Miles Tucker
                                                Leonard Miles Tucker, President
(CORPORATE SEAL)
                                     Attest: /s/ Vanessa H. Lindsey
                                                 Vanessa H. Lindsey, Secretary
Dated:   April 16, 2001



                                              AmeriNet Group.com, Inc.
                                             a Delaware corporation.
/s/ Jennifer Mitchem

/s/ Sally Ann Stroberg                    By:  /s/ Edward C. Dmytryk
                                                Edward C. Dmytryk, President
(CORPORATE SEAL)
                                    Attest: /s/ Vanessa H. Lindsey
                                                Vanessa H. Lindsey, Secretary
Dated:   April 16, 2001

                                           AmeriNet Communications, Inc.
                                            a Florida corporation.
/s/ Jennifer Mitchem

/s/ Sally Ann Stroberg                  By:  /s/ Edward C. Dmytryk
                                                Edward C. Dmytryk, President
(CORPORATE SEAL)
                                    Attest: /s/ Vanessa H. Lindsey
                                                Vanessa H. Lindsey, Secretary

Dated: April 16, 2001



                           License Transfer Agreement
                                     Page 4

<PAGE>



                         Amendment to License Agreement

     This Amendment to License  Agreement (the  "Agreement") is made and entered
into by and between and among The Yankee Companies,  Inc., a Florida Corporation
(the  "Licensor"),   AmeriNet  Group.com,  Inc.,  a  Delaware  corporation  (the
"Licensee;" and  Wriwebs.com,  Inc., a Florida  corporation  ("WRI"),  sometimes
hereinafter collectively referred to as the "Parties").

                                    Preamble:

     WHEREAS, the parties previously entered into an agreement for the licensing
to  Licensee  of the the  exclusive  right to develop  and use the domain  names
15c2-11.com,  15c2-11.net,  15c2-11.org  and 15c2-11.cc  (the  "Licensed  Domain
Names"); and

     WHEREAS,  the Licensee has entered into an agreement  with Park City Group,
Inc.,  which requires  divestiture by Licensee of certain assets and agreements;
and

     WHEREAS,  the  agreement  with Park City  Group,  Inc. is  advantageous  to
Licensor and Licensee,  such that the  reassignment of the Licensed Domain Names
to Yankees  and the waiver by Yankees  of any  remaining  obligations  under the
original licensing agreement is valuable to both Parties; and

     WHEREAS,  the  intention  stated in the  License  Agreement  to license the
Licensed  Domain  Names  to  WRI  was  never  effectuated  and  WRI  desires  to
acknowledge  its absence of rights in the Licensed  Domain  Names,  and WRI will
benefit from this amendment by being spared  litigation to clarify its rights or
lack thereof in the Licensed Domain Names,

     NOW THEREFORE, in consideration of the premises and the mutual advantage to
each party which will result from this agreement,  the Parties,  intending to be
legally bound, hereby agree as follows:


                                   Article One
                            Reassignment by Licensee

     The Licensee  hereby  reassigns the Licensed  Domain Names to the Licensor,
and the Licensor hereby accepts the reassignment from the Licensee.


                                   Article Two
                               Waiver by Licensor

     The Licensor hereby waives any and all further  compliance with the License
Agreement entered into between the parties on or about February 9, 2000.

                                  Article Three
                        Acknowledgment and Waiver by WRI

     WRI  hereby  acknowledges  that it was  never  assigned  any  rights in the
Licensed  Domain  Names,  and  hereby  waives any  further  claim of any kind or
character to said names.




                               License Agreement
                                     Page 1

<PAGE>



                                  Article Four
                                  Miscellaneous

4.1      Amendment.

     No modification,  waiver, amendment,  discharge or change of this Agreement
shall be valid  unless  the same is in writing  and signed by the Party  against
which the  enforcement of said  modification,  waiver,  amendment,  discharge or
change is sought.

4.2      Merger.

     This instrument  contains all of the  understandings  and agreements of the
Parties  with  respect  to  the  subject  matter  discussed  herein.  All  prior
agreements  whether  written or oral, are merged herein and shall be of no force
or effect.

4.3      Survival.

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

4.4      Severability.

     If any provision or any portion of any provision of this Agreement,  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 effected thereby.

4.5      Governing Law and Venue.

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

4.6      Litigation.

(a)  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  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 litigation is initiated.

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

     (1)   (A) First,  the  issue  shall  be  submitted  to  mediation  before a
               mediation service in Broward County,  Florida,  to be selected by
               lot from six  alternatives to be provided,  three by the Licensor
               and three by the Licensee.


                               License Agreement
                                     Page 2

<PAGE>



           (B) The mediation efforts shall be concluded within ten business days
               after their in itiation 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,  three by the Licensor and three by the
          Licensee.

     (3)   (A) Expenses  of  mediation  shall  be  borne  by  the  Licensee,  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.

4.7      Further Assurances.

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

4.8      Counterparts.

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

(b)  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  Securities  and  Exchange
     Commission.

     In Witness Whereof, the Parties have executed this Agreement,  effective as
of the last date set forth below.

Signed, Sealed & Delivered
         In Our Presence
                                             The Yankee Companies, Inc.
                                                 a Florida corporation
/s/ Nancy Malonrio

/s/ Sally Ann Stroberg                    By: /s/ Leonard Miles Tucker
                                                Leonard Miles Tucker, President
(CORPORATE SEAL)
                                     Attest:/s/ Vanessa H. Lindsey
                                                Vanessa H. Lindsey, Secretary
Dated:   April 16, 2001




                               License Agreement
                                     Page 3

<PAGE>


                                              AmeriNet Group.com, Inc.
                                               a Delaware corporation.
/s/ Sally Ann Stroberg

/s/ Jennifer Mitchem                         By: /s/ Edward C. Dmytryk
                                                    Edward C. Dmytryk, President
(CORPORATE SEAL)
                                        Attest:/s/ Vanessa H. Lindsey
                                                   Vanessa H. Lindsey, Secretary
Dated:   April 16, 2001

                                                     Wriwebs.com, Inc.
                                                     a Florida corporation.
/s/ Patrica Caputa

__________________________                 By: /s/ Michael A. Caputa
                                                   Michael A. Caputa, President
(CORPORATE SEAL)
                                       Attest:  /s/ Jeffrey B. Levy
                                                    Jeffrey B. Levy
                                                    Secretary & General Counsel
Dated: April 16, 2001



                               License Agreement
                                     Page 4




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>15
<FILENAME>exb_99-2.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT
<TEXT>


                              EMPLOYMENT AGREEMENT

     This Employment Agreement ("Agreement") is entered into by and between Park
City Group,  Inc., a Delaware  corporation (the "Company") and Randall K. Fields
("Employee"), effective January 1, 2001.

                                    Recitals:

         A.    Employee  is the  President  and Chief  Executive  Officer of the
               Company.

         B.    This  Agreement is made to protect the Company's  legitimate  and
               legally protectible property and business interests.

         C.    This  Agreement  is  entered  into  as a term  and  condition  of
               Employee's employment with the Company.

                                   Agreements:

     Now,  Therefore,  in  consideration  of the mutual  covenants  and promises
contained in, and the mutual benefits to be derived from this Agreement, and for
other  good and  valuable  consideration,  the  Company  and  Employee  agree as
follows:

         1.    Employment.

               The Company hereby employs Employee,  and Employee hereby accepts
               such employment, on the terms and conditions of this Agreement.

         2.     Term of the Employment.

               The  employment  of Employee by the Company  will  commence as of
               January  1,  2001 and end on the fifth  anniversary  of such date
               (the "Initial Term"),  unless sooner  terminated  pursuant to the
               terms hereof or extended at the sole  discretion of the Company's
               Board of  Directors.  The Initial Term and any  subsequent  terms
               will automatically  renew for additional one year periods unless,
               six months  prior to the  expiration  of the then  current  term,
               either  party gives notice to the other that the  Agreement  will
               not renew for an  additional  term.  In the event of such written
               notice being timely  provided by the Company,  Employee shall not
               be  required  to perform  any  responsibilities  or duties to the
               Company during the final two months of the then-existing term. In
               such event, the Company will remain obligated to Employee for all
               compensation  and  other  benefits  set forth  herein  and in any
               written modifications hereto.

         3.    Duties.

               (a)  General Duties.  Employee shall be employed as President and
                    Chief Executive Officer of the Company,  and shall have such
                    duties,  responsibilities and obligations as are established
                    by the Bylaws of the  Company or are  generally  required of
                    persons  employed in similar  positions.  This shall include
                    full executive  powers of these positions over all operating
                    and  financial  officers,  the  authority  to hire  and fire
                    officers and other employees,  and to authorize expenditures
                    of money for corporate purposes, subject to the right of the
                    Board of Directors  to impose  reasonable  restrictions  and
                    requirements.

               (b)  Performance.  To the  best of his  ability  and  experience,
                    Employee  will  at all  times  loyally  and  conscientiously
                    perform all duties, and discharge all  responsibilities  and
                    obligations,  required  of  and  from  him  pursuant  to the
                    express and implicit  terms  hereof,  and to the  reasonable
                    satisfaction of the Company.  Employee shall devote his full
                    time,  energy,  skill and  attention  to the business of the
                    Company,  and the  Company  shall be  entitled to all of the
                    benefits  and profits  arising  from or incident to all such
                    work,  services,  and  advice of  Employee  rendered  to the
                    Company.

               (c)  Company  Directorship.  Employee  shall  be  elected  to the
                    position of director and shall serve on the Company's  Board
                    of Directors during his term of employment as Chairman.


<PAGE>

               (d)  Other  Directorships and Businesses.  During the term of his
                    Employment, Employee may serve on the boards of directors or
                    on  advisory  boards of other  companies  or engage in other
                    business  relationships,  so long as such  service  does not
                    interfere or conflict  with the  performance  of  Employee's
                    duties  hereunder,  and provided  further that Employee will
                    not serve on the boards of directors  or on advisory  boards
                    of companies which are direct competitors of the Company.

              (e)   Outside Activities. Nothing in this Agreement shall prohibit
                    Employee  from   directing  his  personal   investments   or
                    accepting  speaking or presentation  engagements in exchange
                    for honoraria,  or from rendering services to, or serving on
                    boards  of,  charitable  organizations,   so  long  as  such
                    activities do not interfere or conflict with the performance
                    of Employee's duties hereunder.

         4.   Compensation and Benefits.

              (a)   Salary.  The  Company  shall pay to  Employee an annual base
                    salary of $350,000  ("Annual Base Salary").  The Annual Base
                    Salary,  which shall be pro-rated for any partial employment
                    period,  will be payable in equal bi-weekly  installments or
                    at  such  other  intervals  as may be  established  for  the
                    Company's  customary payroll  schedule,  less all applicable
                    federal,   state  and  local  income  and   employment   tax
                    withholdings  required by law.  The Annual Base Salary shall
                    be  subject  to a cost of  living  increase  of 5%  annually
                    commencing on January 1, 2002. In addition,  the Annual Base
                    Salary shall be subject to annual  review and  adjustment by
                    the Board of Directors or any appropriate  committee thereof
                    in its sole discretion,  provided,  however, that Employee's
                    Annual  Salary may not be reduced below the amount in effect
                    at the  inception  of this  Agreement,  as  adjusted  by the
                    applicable cost of living increase.

              (b)   Company Vehicle. The Company shall provide the Employee with
                    a company vehicle. The cost of such vehicle shall not exceed
                    $1,000.00 per month plus applicable deposits if purchased on
                    a  monthly  installment  contract  or leased  pursuant  to a
                    operating  lease.  The  Company  shall  also pay  reasonable
                    operating  costs  of  such  vehicle  to  include  insurance,
                    registration and taxes, maintenance,  fuel and other related
                    costs.

              (c)   Other Benefits.  The Company  acknowledges that the Employee
                    conducts a considerable  amount of business  activities from
                    Employee's  personal  residence.  Accordingly,  the  Company
                    shall  pay  all  costs,  charges  and  fees  related  to the
                    installation and maintenance of a telephone line and system,
                    and a  wide  area  network  and/or  a  high  speed  internet
                    connection at the  Employee's  residence.  In addition,  the
                    Company  shall also provide the Employee with a computer and
                    any other  equipment  deemed  necessary  for the Employee to
                    conduct   necessary   business   activities  from  Employees
                    personal residence.

                    The Company also acknowledges  that the Employee's  business
                    assistant  performs  limited  personal  accounting and other
                    services for the  Employee.  The Company  hereby  authorizes
                    such activities so long as they do not materially  interfere
                    with said assistant's other Company responsibilities. Should
                    Employee retain someone else to perform personal  accounting
                    services, the Company shall bear the cost of such services.

              (d)   Benefit and Stock Option Plans.  Employee  shall be entitled
                    to participate,  to the extent of Employee's eligibility, in
                    any employee  benefit and stock option plans made  available
                    by the  Company  to its  employees  during  the term of this
                    Agreement. In addition, at no cost to Employee, Company will
                    provide  Employee,  and his immediate  family members living
                    with him,  coverage under a health and dental insurance plan
                    during the term of Employee's  employment and any applicable
                    COBRA coverage period.



<PAGE>



              (e)   Vacations, Holidays, etc. Employee shall have four (4) weeks
                    paid  vacation  and  twelve  (12) days  personal/sick  leave
                    during  each  year  he is  employed.  Any of the  Employee's
                    accrued  and unused  vacation  and sick days at the end of a
                    calendar  year  (December  31) shall be paid to the Employee
                    within 30 days of the end of the calendar  year.  Any unpaid
                    accrued  vacation and sick days  outstanding  as of December
                    31,  2000  that  has not  been  paid as of the  date of this
                    agreement  shall be paid to the  Employee no later than June
                    15, 2001.

              (f)   Indemnification;  D&O Insurance. The Company shall indemnify
                    the  Employee  to the extent of and in  accordance  with the
                    Indemnity  Agreement  attached as Exhibit  "A"  hereto,  and
                    shall provide  director's and officer's  insurance with such
                    coverages,  in  such  amounts  and  from  such  insurers  as
                    constitutes  good  practices by comparable  companies in the
                    same business as the Company.  Such insurance  shall provide
                    defense and coverage  obligations  for any claim arising out
                    of Employee's acts or omissions committed during the Initial
                    Term or any subsequent term hereof,  regardless of when such
                    claims are asserted.

              (g)   Incentive and  Performance  Bonuses.  Upon execution of this
                    Agreement,  the Company shall pay the Employee a bonus equal
                    to 5% of the  consolidated  and/or  combined  annual profits
                    before interest, income taxes, depreciation and amortization
                    but after  deduction of all other  expenses,  determined  in
                    accordance  with GAAP,  of the  Company  and its  affiliated
                    and/or  subsidiary  entities  commencing with the year ended
                    December 31,  2001.  Such bonus shall be paid within 30 days
                    of the issuance of audited financial statements with respect
                    to the  applicable  year. In addition to the  foregoing,  in
                    recognition of Employee's  responsibility to obtain suitable
                    acquisitions for the benefit of the Company and to provide a
                    substantial  incentive to Employee to devote the substantial
                    time,  energy,  skill and  attention  required to locate and
                    close such acquisitions,  the Company shall pay the Employee
                    an  amount  equal  to 5% of the  consideration  paid for the
                    company or business  acquired by the Company during the term
                    of  this   Agreement,   regardless   of  the   form  of  the
                    transaction, to be paid within 30 days of the closing of the
                    transaction.  The  payment  to  Employee  shall be in a form
                    consistent   with  the   consideration   exchanged   in  the
                    acquisition  transaction (e.g., cash, common stock, options,
                    etc.).

               (h)  Travel and Business Expense Reimbursement. The Company shall
                    promptly  reimburse  Employee  for  all  of  his  reasonable
                    business expenses,  including  international first class air
                    travel,  and  auto  mileage  at  the  prevailing  IRS  rate,
                    including travel to and from Employee's residence.

               (i)  Life  Insurance.  The  Company  shall  maintain  a term life
                    insurance  policy in the name of the  Employee  for at least
                    $10,000,000  with the  beneficiary  to be  designated by the
                    Employee at his sole discretion.

         5.   Proprietary Information.

              (a)   Obligation.    Employee   shall   not   disclose,   publish,
                    disseminate,    reproduce,   summarize,   distribute,   make
                    available  or use any  Proprietary  Information,  except  in
                    pursuance  of  Employee's   duties,   responsibilities   and
                    obligations  under this Agreement and for the benefit of the
                    Company.

              (b)   Definition.   As  used  in  this   Agreement,   "Proprietary
                    Information"  means  information  that is (i)  designated as
                    "confidential,"  "proprietary"  or  both by the  Company  or
                    should have been known to be "confidential" or "proprietary"
                    to the  Company  from the nature of the  information  or the
                    circumstances of its disclosure, and (ii) has economic value
                    or affords commercial advantage to the Company because it is
                    not generally known or readily ascertainable by proper means
                    by  other  persons.  By  way  of  illustration,  Proprietary
                    Information  includes  but is  not  limited  to  information
                    relating  to  the  Company's  products,  services,  business
                    operations,   business  plans  and  financial  affairs,  and
                    customers;  any application,  utility,  algorithm,  formula,
                    pattern,  compilation,  program, device, method,  technique,
                    process,  idea,  concept,  know-how,  flow  chart,  drawing,
                    standard,  specification,  or  invention;  and any  tangible
                    embodiment of Proprietary  Information  that may be provided
                    to or generated by Employee.

<PAGE>

              (c)   Return  upon  Termination.  Upon  the  termination  of  this
                    Agreement for any reason, and at any time prior thereto upon
                    request by the Company, Employee shall return to the Company
                    all tangible  embodiments of any Proprietary  Information in
                    Employee's   possession,   including  but  not  limited  to,
                    originals,   copies,   reproductions,    notes,   memoranda,
                    abstracts, and summaries.

              (d)   Ownership.   Any   Proprietary   Information   developed  or
                    conceived  by  Employee  during  the term of this  Agreement
                    shall  be and  remain  the  sole  property  of the  Company.
                    Employee  agrees  promptly to  communicate  and disclose all
                    such  Proprietary  Information to the Company and to execute
                    and deliver to the Company any instruments  deemed necessary
                    by the  Company  to  perfect  the  Company's  rights in such
                    Proprietary Information.

         6.   Termination of Employment.

              (a)   Additional Definitions.  For purposes of this Agreement, the
                    following terms shall have the meanings assigned below:

           (i)      "Cause"  means (A)  conviction  of a crime  involving  moral
               turpitude, or (B) a determination by the Board of Directors ofthe
               Company  in  good  faith   that   Employee   [1]  has  failed  to
               substantially perform his duties in his then current position,[2]
               has  engaged  in  grossly   negligent,   dishonest  or  unethical
               activity,  or [3] has  breached  a  fiduciary  duty or a covenant
               hereunder,   including   without   limitation  the   unauthorized
               disclosure of Company trade secrets or confidential  information,
               resulting in material loss or damage to the Company.

           (ii)     "Change in Control of the Company" means a change in control
               of a nature  that would be required to be reported in response to
               Item 6(e) of Schedule 14A of Regulation  14A (or any successor or
               replacement  provision) promulgated under the Securities Exchange
               Act of 1934 (the "Exchange  Act"), if the Company were subject to
               such reporting  requirements;  provided that, without limitation,
               such a change in control  shall be deemed to have occurred if any
               "person"  (as such term is used in  paragraph  13(d) and 14(d) of
               the  Exchange  Act) who on the date  hereof is not a director  or
               officer of the Company,  is or becomes the "beneficial owner" (as
               defined in Rule 13d-3, as amended or replaced, under the Exchange
               Act),  directly  or  indirectly,  of  securities  of the  Company
               representing  30% or more of the  combined  voting  power  of the
               Company's then outstanding securities.

           (iii)    "Determination  Date" means (A) if Employee's  employment is
               terminated by his death, the date of his death, (B) if Employee's
               employment  is terminated  by reason of  Disability,  thirty (30)
               days after Notice of Termination is given, provided that Employee
               shall not have returned to the  performance  of his duties during
               such thirty  (30) day period,  (C) if  Employee's  employment  is
               terminated  by reason of a Change in Control of the Company,  the
               date  specified in the Notice of  Termination,  (D) if Employee's
               employment is  terminated  for Cause by reason of conviction of a
               crime  involving moral  turpitude,  the date on which a Notice of
               Termination  is  given,  or  (E)  if  Employee's   employment  is
               terminated  for Cause for a reason  other than  specified in (D),
               thirty (30) days after Notice of Termination  is given,  provided
               that  Employee  shall not have  cured the  reason  for such Cause
               during such thirty (30) day period.

           (iv)     "Disability"  means (A) Employee's  inability,  by reason of
               physical or mental illness or other cause, to perform  Employee's
               duties  hereunder on a full-time basis for a period of twenty-six
               (26) consecutive  weeks, or (B) in the discretion of the Board of
               Directors,  as such term is defined in any  disability  insurance
               policy in effect at the Company during the time in question.

           (v)      "Good  Reason" means a failure by the Company to comply with
               any material provision of this Agreement which has not been cured
               within ten (10) days after notice of such  noncompliance has been
               given by Employee to the Company.



<PAGE>
           (vi)     "Notice of Termination"  means a notice which shall indicate
               the specific termination  provision in this Agreement relied upon
               and  shall  set  forth  in   reasonable   detail  the  facts  and
               circumstances  claimed to provide a basis for  termination  under
               the  provision  so  indicated.   Any  termination  of  Employee's
               employment by the Company or by Employee (other than  termination
               pursuant to  subsection  6(b) hereof)  shall be  communicated  by
               written Notice of Termination to the other party hereto.

              (b)   Termination  on  Employee's  Death.   Employee's  employment
                    hereunder shall terminate upon Employee's  death.  Upon such
                    termination,  Employee's  representative  or estate shall be
                    entitled  to receive  only the  compensation,  benefits  and
                    reimbursement  earned or accrued by Employee under the terms
                    of his employment prior to the Determination Date, but shall
                    not be entitled to any further  compensation,  benefits,  or
                    reimbursement subsequent to such date.

              (c)   Termination  By  The  Company  for  Employee's   Disability.
                    Employee's  employment  hereunder may be terminated  without
                    breach of this Agreement upon  Employee's  Disability,  upon
                    written Notice of  Termination  from the Company to Employee
                    and Employee's  failure to return to the  performance of his
                    duties as provided in Section 6(a)(iii)(B) hereof.  Employee
                    shall receive full compensation, benefits, and reimbursement
                    of expenses pursuant to the terms of his employment from the
                    date  Disability   begins  until  the   Determination   Date
                    specified  in the  Notice of  Termination  given  under this
                    section,  or until  Employee  begins to  receive  disability
                    benefits pursuant to a Company disability  insurance policy,
                    whichever occurs first.

              (d)   Termination By The Company For Cause.  Employee's employment
                    hereunder may be terminated without breach of this Agreement
                    for  Cause,  upon  written  Notice of  Termination  from the
                    Company  to  Employee  and  Employee's  failure to cure such
                    Cause  as  provided  in  Section   6(a)(iii)(E)  hereof.  If
                    Employee's  employment is terminated for Cause,  the Company
                    shall pay  Employee  his full  Annual  Base  Salary  accrued
                    through the  Determination  Date, and the Company shall have
                    no further  obligation to Employee  under this Agreement for
                    other  compensation or benefits  accrued but unpaid prior to
                    the Determination Date.

              (e)   Termination On Change of Control of the Company.  Employee's
                    employment  hereunder  may be terminated  without  breach of
                    this Agreement at any time within twelve months  following a
                    Change in Control  of the  Company  at the  election  of the
                    Employee.  If the  Employee's  employment  pursuant  to this
                    Section 6(e) is  terminated,  Employee  shall be entitled to
                    receive the compensation,  benefits and reimbursement earned
                    or accrued  by  Employee  under the terms of his  employment
                    prior to the  Determination  Date,  including  any incentive
                    bonus.  In addition,  Employee  shall receive as a severance
                    payment the balance of Employee's  compensation  through the
                    end of the then current  term of this  Agreement at the rate
                    that  would  have been in  effect in the fifth  year of this
                    Agreement  as if it were the current  rate of  compensation.
                    Also,  upon  Employee's  termination in connection with this
                    Section 6(e),  Employee shall be entitled to an annual bonus
                    for the remaining period of this contract equal to the bonus
                    due  to  Employee  for  the   immediately   preceding  year.
                    Employee's employment hereunder may not be terminated by the
                    Company following a Change in Control of the Company without
                    it being a breach of this Agreement.

              (f)   Termination   by  Employee.   Employee  may   terminate  his
                    employment hereunder for Good Reason or if his health should
                    become  impaired  to an  extent  that  makes  his  continued
                    performance  of  his  duties  hereunder   hazardous  to  his
                    physical  or  mental  health  or  his  life,  provided  that
                    Employee  shall have  furnished  the Company  with a written
                    statement  from a  qualified  doctor  to  such  effect  and,
                    provided further,  that, at the Company's request,  Employee
                    shall submit to an examination  by a doctor  selected by the
                    Company  and  such  doctor  shall  have   concurred  in  the
                    conclusion of Employee's doctor. If Employee shall terminate
                    his employment pursuant to this Section 6(f), Employee shall
                    be entitled to receive the following:



<PAGE>



           (i)      the  compensation,  benefits  and  reimbursement  earned  or
               accrued by Employee  under the terms of his  employment  prior to
               the Determination Date, including any incentive bonus,

           (ii)     if Employee  shall  terminate his employment for Good Reason
               consisting of the Company's  material  breach of this  Agreement,
               severance,  including bonuses,  as defined in Section 6 (e) shall
               be due and payable to Employee.

         7.   Miscellaneous.

              (a)   Severability. If any provision of this Agreement is found to
                    be unenforceable by a court of competent  jurisdiction,  the
                    remaining provisions shall nevertheless remain in full force
                    and effect.

              (b)   Notices.  Any notice  required or permitted  hereunder to be
                    given by  either  party  shall be in  writing  and  shall be
                    delivered  personally  or sent by  certified  or  registered
                    mail,  postage  prepaid,   or  by  private  courier,  or  by
                    facsimile  or telegram to the party to the address the party
                    may  designate  from  time  to  time.  A  notice   delivered
                    personally shall be effective upon receipt. A notice sent by
                    facsimile or telegram  shall be effective 24 hours after the
                    dispatch  thereof.  A notice delivered by mail or by private
                    courier  shall be  effective on the 3rd day after the day of
                    mailing. A copy of notices given hereunder will be delivered
                    or sent to the  following  persons  and  addresses  (or such
                    other address as designated from time to time):

              (c)   Attorney's Fees. In the event of any action at law or equity
                    to enforce or  interpret  the terms of this  Agreement,  the
                    prevailing party shall be entitled to reasonable  attorneys'
                    fees and court  costs in  addition  to any  other  relief to
                    which such party may be entitled.

              (d)   Governing   Law.  This  Agreement   shall  be   interpreted,
                    construed,  governed and  enforced  according to the laws of
                    the State of Utah.  If any  provision  of this  Agreement is
                    determined by a court of law to be illegal or unenforceable,
                    then such  provision  will be enforced to the maximum extent
                    possible and the other  provisions will remain in full force
                    and effect.

              (e)   Successors  and Assigns.  The rights and  obligations of the
                    Company under this  Agreement  shall inure to the benefit of
                    and shall be binding upon the  successors and assigns of the
                    Company.  This Agreement is for the unique personal services
                    of Employee,  and  Employee  shall not be entitled to assign
                    any of his rights or obligations hereunder.

              (f)   Entire  Agreement.  This  Agreement  constitutes  the entire
                    agreement between the parties with respect to the employment
                    of Employee.  This Agreement can be amended or modified only
                    in  a  writing   signed  by  Employee   and  an   authorized
                    representative of the Company.

              (g)   Signature by Facsimile and  Counterpart.  This Agreement may
                    be executed in  counterpart,  and facsimile  signatures  are
                    acceptable and binding on the parties hereto.

                    IN WITNESS  WHEREOF,  the  parties  hereto  have caused this
               Agreement  to be duly  executed and signed as of the day and year
               first above written.


                        "Company" Park City Group, Inc.,
                             a Delaware corporation

           "Employee"                             /s/ Randall K. Fields
           By: /s/ Randall K. Fields            Name: Randall K. Fields Address:
K. Fields  Title: President  Address:

By: /s/ Narayan Krishnan
Name: Narayan Krishnan
Title: Chief Financial Officer



<PAGE>



                                    EXHIBIT A
                            INDEMNIFICATION AGREEMENT
                        (See Attached Form of Agreement)


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.3
<SEQUENCE>16
<FILENAME>exb_99-3.txt
<DESCRIPTION>FRONTLINE PROCESSING AGREEMENT
<TEXT>

                                    AGREEMENT


     The  parties  to  this  agreement  are  Frontline  Processing   Corporation
("Frontline"), Michael Umile and Bruce Gleason.

     The  purpose  of this  agreement  is to  resolve  an  outstanding  debt for
services for which Mr. Umile and Mr. Gleason are personally responsible,  in the
amount of $2,315.33. These services were rendered to American Internet Technical
Center, Inc. ("AITC"), of which Mr. Umile and Mr. Gleason were principal owners.
AITC was a subsidiary  of AmeriNet  Group.com  ("AmeriNet")until  it merged with
WRIwebs.com, Inc., a current subsidiary of AmeriNet.

     The board of  directors  of AmeriNet  has  resolved to pay the debt owed to
Frontline in AmeriNet stock, calculated at the value of the stock at its closing
on January 8, 2001,  namely $.30 per share. Mr. Umile and Mr. Gleason  represent
and warrant that the attached  copy of the board  resolution is true and correct
and accurately reflects official action by the board of directors of AmeriNet.

     Frontline  understands  that the stock is restricted and cannot be sold for
one year.

     In  consideration  of the mutual  promises  herein,  the  parties  agree as
follows:

         1.    Frontline   hereby   accepts   the   agreement   of  AmeriNet  in
               satisfaction of the outstanding debt.

         2.    Frontline  agrees to release Mr. Umile,  Mr. Gleason and AmeriNet
               from  all  liability  related  to  this  debt in any  way,  to be
               effective upon delivery of the AmeriNet stock.

         Done this 15th day of April, 2001.

                                          FRONTLINE PROCESSING CORPORATION



/s/ Michael Umile                         By: /s/ Ron Reavis
    Michael Umile
                                       Title: CEO


/s/ Bruce Gleason
    Bruce Gleason
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.4
<SEQUENCE>17
<FILENAME>exb_99-4.txt
<DESCRIPTION>SUPERSEDER AGREEMENT WITH BOLINA
<TEXT>


                              Superseder Agreement

     This Superseder Agreement (the "Agreement") is made and entered into by and
among  AmeriNet  Group.com,  Inc., a publicly held Delaware  corporation  with a
class  of  securities  registered  under  Section  12(g)  of  the  Exchange  Act
("AmeriNet");  and, Bolena Trading Corp., S.A., a Panama corporation  ("Bolena;"
AmeriNet and Bolena being sometimes hereinafter  collectively referred to as the
"Parties" or generically as a "Party").

                                    Preamble:

     WHEREAS, AmeriNet is currently indebted to Bolena for loans provided during
the past five years and for the value of services,  consulting  advice and other
matters; and

     WHEREAS,  AmeriNet is entering into a reorganization  agreement pursuant to
Section  368(a)(1)(B)  of the Code  with  Park  City  Group,  Inc.,  a  Delaware
corporation  headquartered in Park City Utah ("PCG") pursuant to which, AmeriNet
must, at the time of closing,  have no  liabilities,  no securities  outstanding
other than  shares of its common  stock and  options  and  warrants  to purchase
shares  of its  common  stock  on a fully  determinable  basis as of the date of
closing and no assets,  as a result of which,  AmeriNet must persuade  Bolena to
settle all outstanding liabilities; and

     WHEREAS,  subject to the terms and  conditions  set forth below,  Bolena is
agreeable to making the  concessions  required in order for AmeriNet to meet the
conditions and obligations of its proposed agreement with PCG:

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

                                   Witnesseth:

                                    Article I
                                   Definitions

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

(A)  Accredited Investor:

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

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

           (1) Any bank as defined in section 3(a)(2) of the Act, or any savings
               and loan  association or other  institution as defined in section
               3(a)(5)(A)  of  the  Act  whether  acting  in its  individual  or
               fiduciary  capacity;  any broker or dealer registered pursuant to
               section 15 of the Securities  Exchange Act of 1934; any insurance
               company as defined in section  2(13) of the Act;  any  investment
               company  registered under the Investment Company Act of 1940 or a
               business  development  company as defined in section  2(a)(48) of
               that Act; Small Business  Investment Company licensed by the U.S.
               Small Business  Administration under section 301(c) or (d) of the
               Small Business  Investment Act of 1958; 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;


<PAGE>


                           Superseder Agreement Page 1

           (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)  Aggregate Bolena Investment:

     All  sums  invested  in  AmeriNet  by  Bolena,  including  funds  advanced,
     liabilities  paid directly and the aggregate  amount of the AmeriNet  Notes
     immediately prior to the Closing.

(C)  (1)  Closing:

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

     (2)  Closing Date:

          The date on which the Closing takes place.

     (3)  PCG Closing:

          The Closing on AmeriNet's  reorganization  agreement  with PCG,  which
          shall take place concurrently with and as a condition to the Closing.

(D)  Code:

     The Internal Revenue Code of 1986, as amended.  (E) Commission:  The United
     States Securities and Exchange Commission.

(F)  EDGAR:

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


(G) (1)   Exchange Act:

          The Securities Exchange Act of 1934, as amended.


    (2)   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.

<PAGE>



(H)  California Exemptions

     (1)  California Corporate Securities Law, Section 25101.1. [Exemptions form
          qualification requirement. The following securities are not subject to
          Sections  25110,  25120 and 25130:  (a) A security  that is offered or
          sold in a transaction is exempt from  registration  under Section 4(1)
          or 4(3) of the  Securities  Act of 1933 (15 U.S.C.  77r)  pursuant  to
          Section  18(b)(4)(A) of that act, if the issuer,  other than a foreign
          (other country) issuer  described in subdivision  (b), of the security
          files the required reports with the Securities and Exchange Commission
          pursuant  to Section  13 or 15(d) of the  Securities  Exchange  Act of
          1934, (15 U.S.C. 78a et seq.).


    (2)   California  Corporate  Securities  Law,  Section 25102.  [Transactions
          exempted from  qualification  requirement.] .... (f) Any offer or sale
          of any  security  in a  transaction  (other than an offer or sale to a
          pension or profit-sharing  trust of the issuer) that meets each of the
          following  criteria:  (1) Sales of the  security  are not made to more
          than  35  persons,  including  persons  not in  this  state.  (2)  All
          purchasers either have a preexisting personal or business relationship
          with  the  offeror  or any of its  partners,  officers,  directors  or
          controlling  persons,  or  managers  (as  appointed  or elected by the
          members) if the offeror is a limited liability  company,  or by reason
          of their business or financial experience or the business or financial
          experience of their  professional  advisers who are unaffiliated  with
          and who are not  compensated by the issuer or any affiliate or selling
          agent of the  issuer,  directly  or  indirectly,  could be  reasonably
          assumed  to have the  capacity  to  protect  their  own  interests  in
          connection with the  transaction.  (3) Each purchaser  represents that
          the  purchaser is  purchasing  for the  purchaser's  own account (or a
          trust account if the purchaser is a trustee) and not with a view to or
          for sale in connection with any distribution of the security.  (4) The
          offer and sale of the security is not  accomplished by the publication
          of any  advertisement.  The number of purchasers  referred to above is
          exclusive of any described in subdivision (i), any officer,  director,
          or affiliate of the issuer, or manager (as appointed or elected by the
          members) if the issuer is a limited liability  company,  and any other
          purchaser who the  commissioner  designates  by rule.  For purposes of
          this  section,  a husband and wife  (together  with any  custodian  or
          trustee acting for the account of their minor children) are counted as
          one person and a partnership,  corporation or other  organization that
          was not specifically formed for the purpose of purchasing the security
          offered in reliance upon this exemption, is counted as one person. The
          commissioner  may by rule  require  the  issuer  to file a  notice  of
          transactions under this subdivision.  However, the failure to file the
          notice or the failure to file the notice within the time  specified by
          the rule of the commissioner shall not affect the availability of this
          exemption.  An issuer who fails to file the notice as provided by rule
          of the commissioner shall, within 15 business days after demand by the
          commissioner,  file the notice and pay to the commissioner a fee equal
          to the fee payable had the  transaction  been qualified  under Section
          25110.


(I)  Covered Securities:

     Securities Act,  Section 18(b),  Covered  Securities,  For purposes of this
     section,  the  following are covered  securities:  ...  (4){Certain  Exempt
     Offerings}  Exemption  in  connection  with  certain  exempt  offerings.  A
     security is a covered security with respect to a transaction that is exempt
     from registration under this title pursuant to:

        (A)    Paragraph  (1) or (3) of  Section  4,  and  the  issuer  of  such
               security files reports with the Commission pursuant to section 13
               or 15(d) of the Securities Exchange Act of 1934;

        (B)    Section 4(4);


        (C)    Section 3(a),  other than the offer or sale of a security that is
               exempt from such registration pursuant to paragraph (4), (10), or
               (11) of such  section,  except that a municipal  security that is
               exempt from such  registration  pursuant to paragraph (2) of such
               section is not a covered  security  with  respect to the offer or
               sale of such  security  in the State in which the  issuer of such
               security is located.

<PAGE>



(J)       Securities Act:

          The Securities Act of 1933, as amended.

(K)       Service:

          The United States Internal Revenue Service.

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

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


                                   Article II
                              Operative Provisions

     Subject to the conditions  precedent that: all actions required to be taken
in order to comply  with the  securities  and other  laws of each  state  having
jurisdiction  over the transactions  called for under this Agreement;  and, that
the  Reorganization  becomes  fully  effective  on or before May 31,  2001,  the
Parties hereby agree as follows:

(A)  AmeriNet:  AmeriNet hereby agrees to issue to Bolena, prior to the Closing,
     220,000  unregistered  shares of AmeriNet's common stock,  $0.001 par value
     per share.

(B)  Bolena:  Bolena hereby agrees that the issuance of the 220,000 unregistered
     shares of AmeriNet's common stock, $0.001 par value per share,  referred to
     above  shall be in full  satisfaction  of all  obligations  of  AmeriNet to
     Bolena, from the beginning of time until the Closing.

(C)  The Parties hereby agree to terminate any and all agreements between them.

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

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

     (2)  Acknowledges  that he,  she or it has,  based  on his,  her or its own
          substantial  experience,  the  ability to  evaluate  the  transactions
          contemplated  hereby and the merits and risks  thereof in general  and
          the suitability of the transaction for him, her or it in particular;

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

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

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

<PAGE>



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

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

    (7)   Is aware that:

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

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

     (8)  Has  obtained  his,  her or its own opinion  from his,  her or its own
          legal  counsel  to  the  effect  that  after  an  examination  of  the
          transactions  associated  herewith and the  applicable  law, no action
          needs to be taken by any Party in conjunction  with this Agreement and
          the  issuance of the  securities  involved in  conjunction  therewith,
          other than such  actions as have already been taken in order to comply
          with the  securities  law  requirements  of his,  her or its  state of
          domicile; and

    (9)  (a)   Certificates  for the securities  involved will bear  restrictive
               legends and the transfer  agents  involved will be instructed not
               to  transfer  the  subject   securities  unless  they  have  been
               registered  pursuant  to  Section 5 of the  Securities  Act or an
               opinion of counsel to such Party satisfactory to legal counsel to
               AmeriNet and its chief  executive  officer has been provided,  to
               the  effect  that  the  proposed   transaction   is  exempt  from
               registration  requirements  imposed by the  Securities  Act,  the
               Exchange Act and any applicable state or foreign laws; The legend
               will read substantially as follows:  "The securities  represented
               by this  certificate were issued without  registration  under the
               Securities Act of 1933, as amended,  or comparable  state laws in
               reliance  on the  provisions  of  Section  4(6) of such act,  and
               comparable  state law  provisions.  These  securities  may not be
               transferred   pledged  or  hypothecated  unless  they  are  first
               registered  under applicable  federal,  state or foreign laws, or
               the   transaction  is   demonstrated   to  be  exempt  from  such
               requirements to AmeriNet's satisfaction."


                                   Article III
                      Superseder, Mutual Releases & Closing

(A)      The terms of this Agreement supersede the terms of all other agreements
         between AmeriNet, Bolena and their affiliates, all of which will be
         henceforth be deemed null and void except that, in conjunction with the
         exchange of any type of AmeriNet security for any other type of
         AmeriNet security required by the terms of this Agreement.

(B)      In consideration for the exchange of covenants reflected above but
         excepting only the obligations created by this Agreement, AmeriNet and
         Bolena 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.

<PAGE>


(C)  The   transactions   contemplated   by  this  Agreement  will  be  effected
     concurrently with the Closing on the Reorganization but in any event, prior
     to May 31, 2001, and, to the extent possible,  the Closing will be effected
     through  exchange  of  documents  and  instruments  in escrow,  by next day
     delivery service, such documents and instruments to be released from escrow
     concurrently   with   confirmation   by  legal   counsel  to  Bolena   that
     alltransactions   contemplated  by  this  Agreement  have  been  completed;
     provided,  however, that the Reorganization shall constitute a condition to
     the  obligations  of the Parties  and in the event that the  Reorganization
     Agreement is  terminated  without  Closing,  then this  Agreement  shall be
     deemed null and void due to failure of conditions precedent.

                                   Article IV
                               General Provisions

4.1      Interpretation.

(A)  When a reference is made in this  Agreement to schedules or exhibits,  such
     reference  will  be to a  schedule  or  exhibit  to this  Agreement  unless
     otherwise indicated.

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

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

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

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

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

4.2      Notice.

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

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


     (2)      To Bolena:
                           Bolena Trading Corp., S.A.;
                  211 South State College Boulevard, Suite 124;
                           Anaheim, California 92806;
                  Attention: Jerry Spellman, Managing Director;
                           Telephone: (714) 974-5778.

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

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


<PAGE>



(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  AmeriNet  to  retain   independent   legal  and
          accounting  counsel to review  this  Agreement  and its  exhibits  and
          incorporated materials on its own behalf.

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

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 will be
     of no force or effect.

4.4  Survival.

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

4.5  Severability.

     If any provision or any portion of any provision of this  Agreement,  other
than one of the conditions  precedent or subsequent,  or the application of such
provision  or any  portion  thereof to any person or  circumstance  will be held
invalid or  unenforceable,  the  remaining  portions of such  provision  and the
remaining  provisions of this Agreement or the  application of such provision or
portion of such  provision  as is held  invalid or  unenforceable  to persons or
circumstances  other  than those to which it is held  invalid or  unenforceable,
will not be affected thereby.

4.6  Governing Law.

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

4.7  Indemnification.

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

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

4.8  Dispute Resolution.

(A)  In any action  between  the  Parties  to  enforce  any of the terms of this
     Agreement or any other matter arising from this  Agreement any  proceedings
     pertaining  directly  or  indirectly  to the rights or  obligations  of the
     Parties hereunder will, to the extent legally permitted, be held in Broward
     County,  Florida,  and the prevailing Party will be entitled to recover its
     costs  and  expenses,  including  reasonable  attorneys'  fees  up  to  and
     including all negotiations,  trials and appeals,  whether or not any formal
     proceedings are initiated.


<PAGE>


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

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

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

     (2)  In the  event  that  mediation  does not lead to a  resolution  of the
          dispute then at the request of any Party,  the Parties will submit the
          dispute to binding  arbitration before an arbitration  service located
          in Broward  County,  Florida to be selected by lot, in the same manner
          as set forth for mediation.

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

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

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

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

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

4.9  Benefit of Agreement.

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

4.10 Further Assurances.

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

4.11 Counterparts.

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

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

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


<PAGE>



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 its general counsel.

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

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


     In Witness  Whereof,  AmeriNet and Bolena 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.
/s/ Sally Ann Stroberg /s/                  (A Delaware corporation)

/s/ Jennifer Mitchem /s/                By:   /s/ Edward C.Dmytryk
                                                  Edward C. Dmytryk, President
         (Corporate Seal)
                                     Attest: /s/ Vanessa H. Lindsey
                                                 Vanessa H. Lindsey, Secretary
Dated:   May 29, 2001

State of Florida           }
County of Marion  } ss.:

     On this 29th day of April,  2001, before me, a notary public in and for the
county and state aforesaid, personally appeared Edward C. Dmytryk and Vanessa H.
Lindsey,  to me known,  and known to me to be the  president  and  secretary  of
AmeriNet Group.com, Inc., the above-described corporation, and to me known to be
the  persons  who  executed  the  foregoing  instrument,  and  acknowledged  the
execution  thereof to be their  free act and deed,  and the free act and deed of
AmeriNet Group.com, Inc., for the uses and purposes therein mentioned.

     In witness  whereof,  I have  hereunto  set my hand and affixed my notarial
seal the day and year in this  certificate  first above  written.  My commission
expires the 7th day of June, 2004.

         {Seal}
                                               /s/ Sally Ann Stroberg /s/
                                                   Notary Public

                                            Bolena Trading Corp., S.A.
/s/ Charles J. Scimeca /s/                  (a Panama corporation)

_________________________________     By:  /s/ Jerry Spellman
                                              Jerry Spellman, managing Director
         (Corporate Seal)
                                      Attest:  _____________________________
                                               ___________________, Secretary
Dated:  May 24, 2001

State of California        }
County of Orange           } ss.:

     On this 24th day of May,  2001, before me, a notary public in and for the
county  and  state   aforesaid,   personally   appeared   Jerry   Spellman   and
___________________,  to me known,  and known to me to be the managing  Director
and secretary of Bolena Trading Corp.,  S.A., 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 Bolena  Trading Corp.,  S.A., 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 27th day of May, 2004.

         (Seal)
                                                  /s/ Christine F. Kordik
                                                         Notary Public


<PAGE>



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


Date: April __, 2001

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

         Re.:     AmeriNet Securities

Dear Mr. Dmytryk:

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

     I hereby certify under penalty of perjury that:

1.   Upon receipt of the AmeriNet  securities,  I will be acquiring  them for my
     own account for  investment  purposes  without any  intention of selling or
     distributing  all or any part  thereof.  I  represent  and  warrant  that I
     qualify as an  accredited  investor (as that term is defined in Rule 501(a)
     of Regulation D promulgated  under authority of the Securities Act of 1933,
     as amended [the "Securities Act"]) and that I am sophisticated in financial
     affairs, or have relied on the advice of someone sophisticated in financial
     affairs,  and I able to bear the economic risks of this investment and I do
     not have any reason to anticipate any change in my circumstances, financial
     or otherwise, nor any other particular occasion or event which should cause
     me to sell or distribute, or necessitate or require my sale or distribution
     of the  AmeriNet  securities.  No one  other  than  me has  any  beneficial
     interest in the AmeriNet securities.

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

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

4.   I am fully aware that the AmeriNet  securities  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.

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

6.   I acknowledge by my execution hereof that I have had access to Exchange Act
     Reports that contain material information concerning AmeriNet and Park City
     Group, Inc., and to their updated financial statements,  business plans and
     information,  books, records and properties, and have inspected the same to
     my full and complete  satisfaction  prior to my acquisition of the AmeriNet
     securities.

7.   I represent  and warrant  that  because of my  experience  in business  and
     investments,  I am competent to make an informed  investment  decision with
     respect thereto on the basis of my inspection of AmeriNet's  records and my
     questioning of AmeriNet's officers.


<PAGE>



Edward C. Dmytryk
April __, 2001
Page 2

                                   Superseder
                                Agreement Page 1

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


                                Very truly yours,

                           [Entity Name, if applicable


                         /s/ Bolena Trading Corp., S.A. /s/
                         [Name and Title, if applicable]
                                    Signature
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.5
<SEQUENCE>18
<FILENAME>exb_99-5.txt
<DESCRIPTION>INFORMATION SERVICES AGREEMENT
<TEXT>

                         Information Services Agreement

     THIS INFORMATION  SERVICES  AGREEMENT (the  "Agreement") is entered into by
and  among  Coast to Coast  Realty  Group,  Inc.,  a  Florida  corporation  (the
"Corporate Information Spokesperson"), and, AmeriNet Group.com, Inc., a Delaware
publicly held  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, AmeriNet and all subsidiaries of AmeriNet, whether
current or  subsequently  formed or  acquired,  being  collectively  hereinafter
referred  to  as  "AmeriNet,"   and  AmeriNet  and  the  Corporate   Information
Spokesperson  being  sometimes  hereinafter  collectively to as the "Parties" or
generically as a "Party").

                                    Preamble:

     WHEREAS,  AmeriNet's  board of directors is of the opinion that in light of
their public status and the importance of dissemination of accurate and complete
information  concerning  the  business  affairs of  AmeriNet,  it is critical to
appoint  one person  with  responsibility  for  gathering,  verifying,  securing
required  approvals and then  disseminating  information in full compliance with
all applicable laws; and

     WHEREAS,  the  Corporate   Information   Spokesperson  is  experienced  and
thoroughly   knowledgeable  with  the  communications  related  obligations  and
restriction  imposed on public  companies by the Exchange Act, as well as by the
Securities Act of 1933, as amended (the "Securities Act"); and

     WHEREAS, the Corporate Information  Spokesperson is agreeable to serving as
AmeriNet's  Corporate  Information  Spokesperson  on the  terms  and  conditions
hereinafter set forth:

     NOW,  THEREFORE,  in consideration  of the mutual  promises,  covenants and
agreements hereby  exchanged,  as well as of the sum of Ten ($10.00) Dollars 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
                       Term, Renewals, Earlier Termination

1.1      Term.

     Subject to the  provisions  set forth  herein,  the term of this  Agreement
shall be deemed to commence on May 15, 2000,  and continue  until and  including
May 14, 2001,  unless extended or earlier  terminated by AmeriNet as hereinafter
set forth.

1.2      Renewals.

     This  Agreement  shall be renewed  automatically  after  expiration  of the
original  term, on a continuing  annual  basis,  unless the Party wishing not to
renew  this  Agreement  provides  the other  Party  with  written  notice of its
election not to renew ("Termination  Election Notice") on or before the 30th day
prior to termination of the then current term.

1.3      Earlier Termination.

     AmeriNet  shall have the right to  terminate  this  Agreement  prior to the
expiration of its Term or of any renewals thereof,  subject to the provisions of
Section 1.4, for the following reasons:



<PAGE>
(A)      For Cause:

         (1)   AmeriNet may terminate the Corporate  Information  Spokesperson's
               employment under this Agreement at any time for cause.

         (2)   Such termination  shall be evidenced by written notice thereof to
               the  Corporate  Information  Spokesperson,   which  notice  shall
               specify the cause for termination.

         (3)   For purposes hereof, the term "cause" shall mean:

              (A)   The  inability of the  Corporate  Information  Spokesperson,
                    through  sickness  or other  incapacity,  to  discharge  his
                    duties under this Agreement for 15 or more  consecutive days
                    or for a total  of 30 or more  days in a  period  of  twelve
                    consecutive months;

              (B)   The refusal of the  Corporate  Information  Spokesperson  to
                    follow the directions of AmeriNet's board of directors;

              (C)   Dishonesty;  theft; or conviction of a crime involving moral
                    turpitude;

              (D)   Material   default  in  the  performance  by  the  Corporate
                    Information  Spokesperson  of his  obligations,  services or
                    duties required under this Agreement (other than for illness
                    or incapacity) or materially breach of any provision of this
                    Agreement,  which  default or breach has  continued for five
                    days after written notice of such default or breach.

(B)      Discontinuance of Business:

     In the event  that  AmeriNet  discontinues  operating  its  business,  this
Agreement  shall  terminate  as of the last day of the  month on which it ceases
operation  with the same  force and effect as if such last day of the month were
originally set as the termination date hereof.

(C)      Death:

     This Agreement  shall  terminate  immediately on the death of the Corporate
Information  Spokesperson;  however, all accrued compensation at such time shall
be promptly paid to the Corporate Information Spokesperson's estate.

1.4      Final Settlement.

     Upon termination of this Agreement and payment to the Corporate Information
Spokesperson  of all  amounts  due  him  hereunder,  the  Corporate  Information
Spokesperson  or his  representative  shall execute and deliver to AmeriNet on a
form prepared by AmeriNet,  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, shall forthwith  tender to AmeriNet all
records,  manuals  and  written  procedures,  as may be  desired  by it for  the
continued conduct of its business.


                                   Article Two
                         Scope of Consulting Activities

2.1      Retention.

     AmeriNet  hereby  engages the Corporate  Information  Spokesperson  and the
Corporate Information Spokesperson hereby accepts such engagement, in accordance
with the terms, provisions and conditions of this Agreement.

<PAGE>

2.2      General Description of Duties.

(A)  The  Corporate  Information  Spokesperson  shall  serve  as  the  corporate
     information  spokesperson  for  AmeriNet  and its  subsidiaries  and  shall
     perform the duties  generally  associated  with the  position of  corporate
     information spokesperson thereof.

(B)  Without limiting the generality of the foregoing, the Corporate Information
     Spokesperson shall:

    (1)   Serve as the principal point of contact between AmeriNet and:

        (a)      The media (print, electronic, voice and picture);

        (b)      The investment community;

        (c)      AmeriNet's security holders;

    (2)   Be responsible  for the collection and  maintenance of all information
          concerning   AmeriNet  and  for   verification  of  the  accuracy  and
          completeness thereof;

    (3)   Assist in the preparation  and  distribution of regular reports of the
          activities  of  AmeriNet  to  the  investment  community,  the  press,
          AmeriNet's securities holders and the general public;

    (4)   Assist in  development  and  implement all public  relations  programs
          required by AmeriNet;

    (5)   Be responsible for securing prior written  approval for the release of
          any information  concerning  AmeriNet from any regulatory  authorities
          (e.g.,  the Securities and Exchange  Commission [the  "Commission") or
          self  regulatory  organizations  (e.g.,  the National  Association  of
          Securities  Dealers,  Inc.  [the  "NASD"])  having  jurisdiction  over
          dissemination of such  information;  the boards of directors and chief
          executive officers of AmeriNet, and from AmeriNet's legal counsel;

    (6)   Maintain orderly and easy to find records of all corporate information
          released by him.

    (7)   (a)  Assist AmeriNet to develop and implement  written  procedures for
               dissemination  of information in compliance with the restrictions
               on  dissemination  of material  inside  information  contained in
               Commission Regulation FD, Sections 20 and 21A of the Exchange Act
               and in compliance  with the  requirements of Section 17(b) of the
               Securities Act;

          (b)  Assist  AmeriNet to acquaint its personnel with such  procedures;
               and

          (c)  Monitor  compliance  with such  procedures by AmeriNet  personnel
               with which the Corporate Information Spokesperson regularly deals
               in the performance of his obligations under this Agreement.

(C)  To  fulfill  these  primary  responsibilities,  the  Corporate  Information
     Spokesperson  will make  himself  available  to  consult  with the board of
     directors,  officers,  employees and representatives and agents of AmeriNet
     at reasonable times, concerning matters pertaining to:

     (1)  Dissemination of information pursuant to AmeriNet's  obligations under
          the Exchange Act in compliance with the  restrictions on dissemination
          of  material  inside  information  contained  in  Sections  20 and 21A
          thereof and  Regulation FD promulgated  thereunder,  and in compliance
          with the requirements of Section 17(b) of the Securities Act; and,


<PAGE>



     (2)  Improving  and  expanding  AmeriNet's  relationship  with the  various
          members and  components  of the  investment  community for purposes of
          facilitating its capital raising abilities and providing  liquidity in
          the trading of its securities.

(D)  The Corporate  Information  Spokesperson  will, at the request of AmeriNet,
     assist in the preparation of written reports on financial,  accounting,  or
     marketing matters, review financial information, analyze markets and report
     to AmeriNet's  chief  executive  officer,  chief operating  officer,  chief
     financial  officer,  chief  legal  officer,   president,   vice-presidents,
     secretary or treasurer on proposed investment opportunities.

(E)  The Corporate Information Spokesperson will:

     (1)  Provide  liaison  services  to  AmeriNet  with  respect to  AmeriNet's
          relationships with unaffiliated third parties;

     (2)  Help to organize and  disseminate  corporate  information to potential
          investors;

     (3)  Assist  AmeriNet in obtaining and retaining  listing on at least three
          investor  websites,  each with  hundreds of  thousands of investors as
          members; and

     (4)  Respond to telephone calls, faxes and e-mails pertaining to:

          (a)  Releases of information to the public or the investment community
               by AmeriNet or involving AmeriNet; and

          (b)  Communications with AmeriNet  stockholders and potential AmeriNet
               stockholders in response to general  communications from AmeriNet
               or involving AmeriNet.

     (5)  Send AmeriNet's story and profile to targeted investor leads.

     (6)  Subject to full compliance with restrictions imposed by the Securities
          Act,  the  Exchange  Act and  applicable  state  securities  laws  and
          regulations,  implement  a phone  promotion  team to contact  brokers,
          broker dealers, portfolio managers,  institutional investors and other
          qualified  sophisticated  investors and follow up on investor leads to
          assure their receipt of adequate information in a manner not violative
          of applicable laws or civil standards of appropriate  conduct,  and to
          verify their interest, if any, in additional  information or access to
          AmeriNet facilities, officers or staff members.

     (7)  Subject to full compliance  with the  requirements of Section 17(b) of
          the Securities Act, to the extent applicable,  solicit the publication
          of information concerning AmeriNet in periodicals.

     (8)  Perform such other duties as are assigned to him by  AmeriNet's  board
          of  directors,  subject to  compliance  with all  applicable  laws and
          fiduciary obligations.

(F)  In amplification of more specific references throughout this Agreement, the
     Corporate   Information   Spokesperson   will  not   directly   or  through
     intermediaries,  perform any activities that would constitute violations of
     federal or applicable  state securities law either on behalf of AmeriNet or
     the Corporate Information Spokesperson.

(G)  The Corporate Information  Spokesperson covenants to perform his employment
     duties in good faith,  devoting  such of his  business  time,  energies and
     abilities to the proper and efficient  management and execution  thereof as
     may reasonably be required.


<PAGE>

2.3      Acknowledgments

(A)      It is acknowledged and agreed by AmeriNet that:

     (1)  The  Corporate   Information   Spokesperson  carries  no  professional
          licenses and is not  rendering  legal  advice,  performing  accounting
          services or acting as an investment  advisor or  broker-dealer  within
          the meaning of applicable state and federal securities laws.

     (2)  The services to be provided to AmeriNet  hereunder  are  presently not
          contemplated  to be rendered in connection  with the offer and sale of
          securities  in a capital  raising  transaction,  such as would require
          registration  as a broker  or dealer in  securities  under  applicable
          state or federal securities laws.

     (3)  The services of the  Corporate  Information  Spokesperson  will not be
          exclusive to AmeriNet nor will the Corporate Information  Spokesperson
          be required to render any specific  number of hours or assign specific
          personnel to AmeriNet or its projects.

     (4) (a)   Subject to its  obligation  to maintain  the  confidentiality  of
               AmeriNet's confidential or proprietary information, the Corporate
               Information  Spokesperson  will be free to perform  services  for
               other persons.

         (b)   The Corporate  Information  Spokesperson  will notify AmeriNet in
               writing of its intent to perform  services  for any other  person
               which could conflict with its obligations under the Agreement.

         (c)   Upon receiving such notice, AmeriNet may terminate this Agreement
               or consent to the Corporate  Information  Spokesperson's  outside
               consulting activities.

         (d)   Failure  by   AmeriNet  to  notify  the   Corporate   Information
               Spokesperson  in  writing  of  its  decision  to  terminate  this
               Agreement  within seven days after  receipt of written  notice of
               conflict will be presumed to constitute AmeriNet's consent to the
               Corporate Information  Spokesperson's outside consulting services
               disclosed.

     (5) (a)   The  obligations  of  the  Corporate   Information   Spokesperson
               described in this  Agreement  consist solely of the furnishing of
               information and advice to AmeriNet in the form of services.

         (b)   In no  event  will  the  Corporate  Information  Spokesperson  be
               required  by this  Agreement  to  represent  or  make  management
               decisions for AmeriNet.

         (c)   All  final  decisions  with  respect  to acts  and  omissions  of
               AmeriNet or any  affiliates  and  subsidiaries,  will be those of
               AmeriNet or such affiliates and  subsidiaries,  and the Corporate
               Information  Spokesperson  will under no  circumstances be liable
               for any  expense  incurred  or loss  suffered  by  AmeriNet  as a
               consequence of such acts or omissions.

(B) (1)   The Corporate  Information  Spokesperson  recognizes and  acknowledges
          that he has and will have access to certain  confidential  information
          of  AmeriNet  and its  affiliates  that is the  valuable,  special and
          unique assets and property of AmeriNet and such affiliates.

     (2)  The Corporate  Information  Spokesperson  will not, during the term of
          this  Agreement or  thereafter,  disclose,  without the prior  written
          consent or authorization  of AmeriNet,  any of such information to any
          person, for any reason or purpose whatsoever.


<PAGE>



     (3)  In this regard,  the Corporate  Information  Spokesperson  agrees that
          authorization  or consent to disclose by AmeriNet  may be  conditioned
          upon the  disclosure  being  made  pursuant  to a  secrecy  agreement,
          protection order,  provision of statute, rule, regulation or procedure
          under which the  confidentiality  of the  information is maintained in
          the hands of the person to whom the  information is to be disclosed or
          in  compliance  with the terms of a judicial  order or  administrative
          process.

(C)  AmeriNet will not be responsible  for policing the actions of the Corporate
     Information Spokesperson or its agents or employees, whether or not related
     to the services  provided under this  Agreement but instead,  is relying on
     the  directives  in this  Agreement  that  all  actions  undertaken  by the
     Corporate Information  Spokesperson or its agents or employees on behalf of
     AmeriNet,  whether  under  this  Agreement  or  otherwise,  will be in full
     compliance  with all  applicable  laws and  their  implementing  rules  and
     regulations, as well as in compliance with the legally recognized rights of
     third Parties,  whether pursuant to specific codes, statutes or common law,
     consequently,  it  shall  not be  responsible  to  anyone  for any  expense
     incurred or loss suffered by them as a consequence of any acts or omissions
     by the Corporate Information Spokesperson or its agents or employees.

2.4  Duties and Obligations of AmeriNet

(A)  AmeriNet  will  furnish  to the  Corporate  Information  Spokesperson  such
     current  information  and data as necessary for the  Corporate  Information
     Spokesperson  to  understand  and base its  advice  to  AmeriNet,  and will
     provide  such  current  information  on a  regular  basis,  including  at a
     minimum:

     (1)  Current balance sheet, income statement,  cash flow analysis and sales
          projections; officers and directors resumes or curriculum vitae; and,

     (2)  Shareholder(s) list; debenture or preferred stock or option or warrant
          agreements  which  may  affect  the  number  of shares to be issued or
          outstanding,  provided that the Corporate Information Spokesperson may
          not sell,  transfer  or use any of such  information  for any  purpose
          other than performance of its obligations under this Agreement.

(B)  AmeriNet will furnish the Corporate Information  Spokesperson with full and
     complete  copies of all  filings  with all  federal  and states  securities
     agencies,  with full and  complete  copies of all  shareholder  reports and
     communications  whether or not prepared  with  assistance  of the Corporate
     Information  Spokesperson;  with all data and  information  supplied to any
     analyst, broker/dealer,  market-maker, or any other member of the financial
     community,  including  specifically  most recently filed Form 10-KSB,  Form
     15c2(11) or offering documents pursuant to the Securities Act.

(C)  During the term of this  Agreement,  AmeriNet  will  notify  the  Corporate
     Information   Spokesperson  of  any  private  or  public  offering  of  its
     securities,  including those registered with the Commission on Forms S-8 or
     Regulations  S or A, at least one day prior to the time they are filed,  in
     order to permit the  Corporate  Information  Spokesperson  to terminate any
     activities that would violate  AmeriNet's  obligations under the Securities
     Act to refrain from public  information  related  activities  during any so
     called "quiet periods."

(D)  AmeriNet  will  be  responsible  for  advising  the  Corporate  Information
     Spokesperson of any information or facts which would affect the accuracy of
     any prior  data and  information  furnished  to the  Corporate  Information
     Spokesperson.

2.5  Status.

(A)  The Corporate Information Spokesperson shall:

     (1)  Serve as an independent  contractor  for AmeriNet,  as such concept is
          defined for  purposes of the United  States  Internal  Revenue Code of
          1986, as amended (the  "Code"),  and shall have no authority to act as
          an agent of AmeriNet,  or to bind  AmeriNet or its  subsidiaries  as a
          principal or agent thereof,


<PAGE>



          all such  functions  being  reserved to their officers as specified by
          their boards of directors and in compliance  with the  requirements of
          their constituent documents.

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

    (3)   In   amplification  of  the  foregoing,   the  Corporate   Information
          Spokesperson  shall  be  responsible  for  providing  his  own  office
          facilities  and  supporting  personnel  and  payment  of all  expenses
          associated  with provision of services unless other  arrangements  are
          pre-approved in writing by AmeriNet and shall generally  determine the
          time  and  place  for the  performance  of the  Corporate  Information
          Spokesperson's services under this Agreement,  provided that such time
          and place must be reasonable under the circumstances and acceptable to
          AmeriNet.

     (4)  Consequently,  throughout  the term of this  Agreement,  the Corporate
          Information Spokesperson shall serve as an independent contractor,  as
          that  term  is  defined,  without  limitation,  by  the  Code , and in
          conjunction  therewith,  shall be responsible for all of the Corporate
          Information Spokesperson's tax reporting and payment obligations.

(B)  The Corporate Information  Spokesperson hereby covenants and agrees that he
     shall not hold himself out as an authorized  agent of AmeriNet  unless such
     authority is specifically  assigned to him, on a case by case basis, by the
     board of directors of the Constituent  Corporation involved,  pursuant to a
     duly adopted resolution which remains in effect.

(C)  The Corporate  Information  Spokesperson  hereby represents and warrants to
     AmeriNet  that he is  subject  to no legal,  self  regulatory  organization
     (e.g.,  National  Association  of  Securities  Dealers,  Inc.'s  bylaws) or
     regulatory  impediments to the provision of the services called for by this
     Agreement,  or to  receipt  of  the  compensation  called  for  under  this
     Agreement  or any  supplements  thereto;  and,  the  Corporate  Information
     Spokesperson  hereby irrevocably  covenants and agrees to immediately bring
     to the  attention  of AmeriNet  any facts  required  to make the  foregoing
     representation and warranty  continuingly  accurate  throughout the term of
     this Agreement, or any supplements or extensions thereof.

2.6  Limitations on Services

(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.,  in-house "due  diligence" or  "compliance"  departments of
     Licensed  Securities Firms, etc.;  accordingly,  the Corporate  Information
     Spokesperson agrees that he will not:

     (1)  Release any  financial  or other  material  information  or data about
          AmeriNet  without the prior written consent and approval of AmeriNet's
          legal counsel;

     (2)  Conduct  any  meetings  with  financial   analysts  without  informing
          AmeriNet's  legal  counsel  and board of  directors  in advance of the
          proposed meeting and the format or agenda of such meeting;

     (3)  Release any  information  or data about  AmeriNet  to any  selected or
          limited  person(s),  entity,  or  group if the  Corporate  Information
          Spokesperson  is  aware  that  such  information  or data has not been
          generally released or promulgated.

(B)  In any  circumstances  where  the  Corporate  Information  Spokesperson  is
     describing  the  securities  of AmeriNet to a third  party,  the  Corporate
     Information  Spokesperson  shall  disclose to such person any  compensation
     received from AmeriNet to the extent  required under any  applicable  laws,
     including, without limitation, Section 17(b) of the Securities Act.


<PAGE>



(C)  In rendering his services, the Corporate Information Spokesperson shall not
     disclose  to  any  third  party  any  confidential  non-public  information
     furnished  by  AmeriNet  or  otherwise  obtained  by him  with  respect  to
     AmeriNet.

(D)  The Corporate Information Spokesperson shall restrict or cease, as directed
     by AmeriNet, all efforts on behalf of AmeriNet, including all dissemination
     of  information   regarding  AmeriNet,   immediately  upon  receipt  of  in
     structions (in writing by fax or letter) to that effect from AmeriNet.

(E)  If the  Corporate  Information  Spokesperson  learns of any pending  public
     securities  offering  to be made or expected  to be by made  AmeriNet,  the
     Corporate  Information  Spokesperson  shall  immediately  cease any  public
     relations  activities  on behalf  of  AmeriNet  until  receipt  of  written
     instructions  from  AmeriNet's  legal  counsel  as to how to  proceed,  and
     thereafter shall proceed only in accordance with such written instructions.

(F)  The  Corporate  Information  Spokesperson  shall not take any action  which
     would in any way adversely affect the reputation,  standing or prospects of
     AmeriNet or  AmeriNet  or which  would cause  AmeriNet or AmeriNet to be in
     violation of applicable laws.


                                  Article Three
                                  Compensation

(A)  As consideration for the Corporate Information  Spokesperson's  services to
     the AmeriNet the Corporate  Information  Spokesperson  shall be entitled to
     the  greater  of 10,000  shares  of  AmeriNet's  common  stock or $5,000 of
     AmeriNet's  common stock,  based on its average  reported closing price per
     month therefor reported on the over the counter  electronic  bulletin board
     operated  by the  National  Association  of  Securities  Dealers,  Inc.,  a
     Delaware corporation and self regulatory  organization  registered with the
     Commission under the Exchange Act (the "OTC Bulletin Board" and the "NASD,"
     respectively), payable at the end of each month that services are provided.

(B)  The  Corporate  Information   Spokesperson  hereby  represents,   warrants,
     covenants and acknowledges that:

     (1)  The securities  being issued as  compensation  under Section 3.1(a) of
          this Agreement (the "Securities") will be issued without  registration
          under  the  provisions  of  Section  5 of  the  Securities  Act or the
          securities  regulatory  laws and  regulations of the State of Florida,
          pursuant to  exemptions  provided  pursuant to Section 4(6) of the Act
          and comparable provisions of the Florida Act, and that he qualifies as
          an  accredited  investor,  as that  term  is  defined  in Rule  501 of
          Commission Regulation D;

     (2)  The  Corporate  Information  Spokesperson  shall  be  responsible  for
          preparing and filing any reports  concerning this transaction with the
          Florida Division of Securities  (none being expected),  and payment of
          any required filing fee (none being expected);

     (3)  All of the Securities  will bear legends  restricting  their transfer,
          sale,  conveyance or  hypothecation  unless such Securities are either
          registered  under the provisions of Section 5 of the Act and under the
          Florida  Act, or an opinion of legal  counsel,  in form and  substance
          satisfactory  to legal  counsel to AmeriNet is provided to  AmeriNet's
          legal counsel to the effect that such  registration is not required as
          a result of applicable exemptions therefrom;

     (4)  AmeriNet's  transfer  agent shall be instructed not to transfer any of
          the Securities  unless the legal counsel for AmeriNet  advises it that
          such transfer is in compliance with all applicable laws;

     (5)  The Corporate Information Spokesperson is acquiring the Securities for
          his own account,  for investment purposes only, and not with a view to
          further sale or distribution; and



<PAGE>



     (6)  The Corporate  Information  Spokesperson or his advisors have examined
          AmeriNet's reports filed with the Commission  pursuant to the Exchange
          Act  and its  books  and  records  and  questioned  its  officers  and
          directors  as  to  such  matters  involving   AmeriNet  as  he  deemed
          appropriate.


                                  Article Four
                                Special Covenants

4.1  Confidentiality.

(A)  The  Corporate  Information  Spokesperson  acknowledges  that,  in and as a
     result of his retention  under this  Agreement,  he will be developing  for
     AmeriNet,   making  use  of,  acquiring  and/or  adding  to,   confidential
     information of special and unique nature and value relating to such matters
     as AmeriNet's trade secrets,  systems,  procedures,  manuals,  confidential
     reports,  personnel  resources,  strategic  and tactical  plans,  advisors,
     clients,  investors and funders;  consequently,  as material  inducement to
     AmeriNet's   entry  into  this   Agreement,   the   Corporate   Information
     Spokesperson  hereby  covenants  and agrees  that he shall not,  at anytime
     during  or  following  the terms of his  retention  under  this  Agreement,
     directly  or  indirectly,  personally  use,  divulge or  disclose,  for any
     purpose  whatsoever,  any of such  confidential  information which has been
     obtained  by or  disclosed  to him as a  result  of  his  association  with
     AmeriNet, or AmeriNet's affiliates.

(B)  In the event of a breach or threatened breach by the Corporate  Information
     Spokesperson  of any of the provi sions of this Section 4.1,  AmeriNet,  in
     addition to and not in limitation of any other rights,  remedies or damages
     available to AmeriNet,  whether at law or in equity, shall be entitled to a
     permanent  injunction in order to prevent or to restrain any such breach by
     the Corporate  Information  Spokesperson,  or by the Corporate  Information
     Spokesperson's  partners,  agents,  representatives,  servants,  employers,
     employees,  affiliates  and/or any and all persons  directly or  indirectly
     acting for or with him.

4.2  Special Remedies.

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

(A)  The Corporate Information Spokesperson hereby consents to the issuance of a
     permanent injunction enjoining him from any violations of the covenants set
     forth in Section 4.1 hereof; and

(B)  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 Corporate  Information  Spokesperson
     hereby  covenants  and  agrees  to pay over to  AmeriNet,  in the  event he
     violates the covenants and agreements  contained in Section 4.2 hereof, the
     greater of:

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

     (2)  The sum of One Thousand  ($1,000.00) Dollars per violation,  which sum
          shall 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 Article Four,  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>





4.3  Cumulative Remedies.

     The Corporate  Information  Spokesperson hereby irrevocably agrees that the
remedies  described  in Section 4.3 hereof  shall 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.

4.4  Acknowledgment of Reasonableness.

(A)  The Corporate  Information  Spokesperson  hereby  represents,  warrants and
     acknowledges  that he has carefully  read and  considered the provisions of
     this Article Four 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 AmeriNet, its officers,  directors and other
     employees;  consequently,  in the  event  that  any of the  above-described
     restrictions  shall  be  held  unenforceable  by  any  court  of  competent
     jurisdiction,  the Corporate  Information  Spokesperson  hereby  covenants,
     agrees  and  directs  such  court to  substitute  a  reasonable  judicially
     enforceable limitation in place of any limitation deemed unenforceable and,
     the Corporate Information  Spokesperson hereby covenants and agrees that if
     so modified, the covenants contained in this Article Four shall be as fully
     enforceable as if they had been set forth herein directly by the Parties.

(B)  In determining  the nature of this  limitation,  the Corporate  Information
     Spokesperson  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 this  covenant  not to compete be
     imposed and maintained to the greatest extent possible.

4.5  Unauthorized Acts.

     The Corporate Information  Spokesperson hereby covenants and agrees that he
will not do any act or incur any  obligation  on behalf of  AmeriNet of any kind
whatsoever, except as authorized by the board of directors of the subject entity
or by its stockholders pursuant to duly adopted stockholder action.

4.6  Covenant not to Disparage

     The Corporate  Information  Spokesperson  hereby irrevocably  covenants and
agrees that during the term of this Agreement and after its termination, he will
refrain from making any remarks  that could be  construed  by anyone,  under any
circumstances,  as disparaging,  directly or indirectly,  specifically,  through
innuendo or by inference,  whether or not true, about the Consolidated  Company,
its constituent members, or their officers, directors, stockholders,  employees,
agent  or  affiliates,  whether  related  to the  business  of the  Consolidated
Company, to other business or financial matters or to personal matters.

                                  Article Five
                                  Miscellaneous

5.1  Notices.

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

                   To the Corporate Information Spokesperson:
      Coast to Coast Realty Group, Inc. : 250 Southeast Mizner, Suite 503 ,
                           Boca Raton, Florida 33432
     Telephone (561) 654-7745; Fax (561) 362-0931; e-mail cscimeca@yahoo.com
                 Federal Tax Identification Number __-_________;



<PAGE>

                                  To AmeriNet:
                            AmeriNet Group.com, Inc.
               2500 North Military Trail, Suite 225-C; Boca Raton,
        Florida 33431 Telephone (561) 998-3435, Fax (561) 998-4635; and,
                         e-mail larry@amerinetgroup.com;
             Attention: Edward C. Dmytryk, President; with a copy to

                            AmeriNet Group.com, Inc.
                   1941 Southeast 51st Terrace; Ocala, Florida
            34471 Telephone (352) 694-6661, Fax (352) 694-1325; and,
                          e-mail vanessa@atlantic.net;
            Attention: Vanessa H. Lindsey, Secretary; with a copy to

                           The Yankee Companies, Inc.
        2500 North Military Trail, Suite 225-C; Boca Raton, Florida 33431
 Telephone (561) 998-2025, Fax (561) 998-3425; and, e-mail carrington@flinet.com
                   Attention: Leonard Miles Tucker, President

     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)  (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)  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 on their behalf.

(c)  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   legal   counsel,   who  has  reviewed,   approved  and  caused
     modifications on behalf of AmeriNet,  from  representing  anyone other than
     AmeriNet in this transaction.

5.2  Amendment.

     No modification,  waiver, amendment,  discharge or change of this Agreement
shall be valid  unless  the same is in writing  and signed by the Party  against
which the  enforcement of said  modification,  waiver,  amendment,  discharge or
change is sought.

5.3  Merger.

(A)  This instrument  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.

5.4  Survival.

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




<PAGE>



5.5  Severability.

     If any provision or any portion of any provision of this Agreement,  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 effected thereby.

5.6  Governing Law.

     This Agreement shall be governed by and construed, interpreted and enforced
in accordance  with the laws of the State of Delaware,  except for any choice of
law  provisions  that  would  result in the  application  of the law of  another
jurisdiction.

5.7  Third Party Reliance.

     Legal  counsel to and  accountants  for the Parties as well as the officers
and directors of AmeriNet, shall be entitled to rely upon this Agreement.

5.6  Venue.

     Any  proceeding  arising  between the Parties in any matter  pertaining  or
related to this  Agreement  shall,  to the extent  permitted  by law, be held in
Marion County, Florida.

5.7  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,  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 litigation is initiated.

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

     (1) (a)   First,  the  issue  shall  be  submitted  to  mediation  before a
               mediation  service in Marion County,  Florida,  to be selected by
               lot from six  alternatives to be provided,  three by AmeriNet and
               three by the Corporate Information Spokesperson.

         (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 Marion County, Florida to be selected by lot, from six alternatives
          to  be  provided,  three  by  AmeriNet  and  three  by  the  Corporate
          Information Spokesperson.

     (3) (a)    Expenses of mediation shall be borne by AmeriNet, 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.


<PAGE>



5.8  Benefit of Agreement.

(A)  This   Agreement  may  not  be  assigned  by  the   Corporate   Information
     Spokesperson  without the prior written consent of AmeriNet;  however,  the
     Corporate  Information  Spokesperson  shall be free to delegate  his duties
     hereunder in conformity with his status as an independent contractor.

(B)      Subject to the restrictions on transferability and assignment contained
         herein, the terms and provisions of this Agreement shall be binding
         upon and inure to the benefit of the Parties, their successors,
         assigns, personal representative, estate, heirs and legatees.

5.9  Interpretation.

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

(B)  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.

(C)  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.

(D)  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.

(E)  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.

5.10 Further Assurances.

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

5.11 Counterparts.

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

(B)  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  Securities  and  Exchange
     Commission.

5.12 License.

(A)  This Agreement is the property of Yankees and the use hereof by the Parties
     is authorized hereby solely for purposes of this transaction.

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



<PAGE>


(C)  This Agreement shall not be more strictly  interpreted against any Party as
     a result of its authorship.

5.13 Waiver.

     No waiver by any party  hereto  of any  condition  or of any  breach of any
provision of this Agreement  shall be effective  unless in writing and signed by
each party hereto.

     In Witness Whereof, the Parties have executed this Agreement,  effective as
of the last date set forth below.

Signed, Sealed & Delivered
         In Our Presence
                                        Corporate Information Spokesperson
/s/ Nancy Molinari

/s/ Leonard Miles Tucker                  /s/ Charles J. Scimeca
                                              Charles J. Scimeca, President
                                              Coast to Coast Realty Group, Inc.
Dated:   March  5, 2001

                                              AmeriNet Group.com, Inc.
/s/ Jennifer Mitchem

/s/ Sally Ann Stroberg                    By: /s/ Edward C. Dmytryk
                                                  Edward C. Dmytryk, President
(CORPORATE SEAL)
                                      Attest: /s/ Vanessa H. Lindsey
                                                  Vanessa H. Lindsey, Secretary
Dated:   March 6, 2001




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.6
<SEQUENCE>19
<FILENAME>exb_99-6.txt
<DESCRIPTION>AGREEMENT WITH YANKEES, DATED MAY 4, 2001
<TEXT>

                           AGREEMENT TO ASSIGN CLAIMS

     THIS  AGREEMENT is entered into this 4th day of May,  2001,  by and between
AmeriNet Group.com.,  Inc., a Delaware corporation ("AmeriNet"),  and The Yankee
Companies, Inc., a Florida corporation ("Yankee").

         WHEREAS:

A.   On or about May 11, 2000: AmeriNet; Lorilei Communications, Inc., a Florida
     corporation  ("Lorilei");  and Gerald R. Cunningham and Leigh A. Cunningham
     (individually   and   collectively  the   "Cunninghams")   entered  into  a
     Reorganization  Agreement  pursuant to which Lorilei became a subsidiary of
     AmeriNet  pursuant  to an exchange of all of  Lorilei's  common  stock (the
     "Lorilei  Stock")  previously  owned by the  Cunninghams  in  exchange  for
     572,519 shares of AmeriNet common stock (the "Amerinet Stock").

B.   Pursuant  to the  Reorganization  Agreement,  a number of the shares of the
     AmeriNet Stock were placed in escrow (the "Escrowed Stock").

C.   After the  closing  of the  transaction,  AmeriNet  became  aware  that the
     Cunninghams had fraudulently  misrepresented a number of matters concerning
     Lorilei's financial condition.

D.   AmeriNet  claims that it is entitled to all of the AmeriNet  Stock that was
     the subject of the Reorganization Agreement in that:

     1).  As a  result  of  the  Cunninghams'  misrepresentations,  AmeriNet  is
          entitled  to a  constructive  trust  on the  AmeriNet  Stock  that  it
          conveyed or agreed to convey to the Cunninghams;

     2).  Under the Reorganization  Agreement, the condition of the escrow under
          which the Escrowed Stock would have been delivered to the  Cunninghams
          has failed,  and therefore  AmeriNet is entitled to recover possession
          of the Escrowed Stock.

E.   The Cunninghams are debtors in a Chapter 7 bankruptcy  proceeding styled In
     re:  Gerald  R.  Cunningham  and  Leigh  A.  Cunningham,  filed in the U.S.
     Bankruptcy Court for the Middle District of Florida, Orlando Division, Case
     Number 00-06158-6B7 (the "Bankruptcy Proceeding").

F.   AmeriNet  has filed two  proofs of claim  (the  "Proofs  of  Claim") in the
     Bankruptcy Proceeding as follows:

     1).   Proof of Claim Number 18, in the amount of $5,142.61; and

     2).   Proof of Claim Number 20, in the amount of $1,001,000.

G.   AmeriNet  seeks to convey to  Yankee,  and  Yankee  seeks to  acquire  from
     AmeriNet,  the assets  described below pursuant to the terms and conditions
     hereof.

     NOW THEREFORE,  in  consideration of the matters set forth above (which are
incorporated herein by reference), the exchange of the mutual promises set forth
herein, and other good and valuable  consideration,  the parties hereto agree as
follows:

1.   Assets.  AmeriNet agrees to sell,  convey, and assign to Yankee, and Yankee
     agrees to acquire from AmeriNet, the following ("Assets").

     1.1.      The Lorilei Stock.

     1.2.      The Proofs of Claim.

     1.3.      All  claims  or  causes  of  action  of   AmeriNet   against  the
               Cunninghams  or  their  Bankruptcy  Trustee,  including,  without
               limitation, claims: arising under the Proofs of Claim; to declare
               a  constructive  trust on the AmeriNet  stock;  or to recover the
               Escrowed Stock  (individually  and  collectively  the "Bankruptcy
               Claims").
<PAGE>

2.   Purchase  Price.  Yankee agrees to provide the following  consideration  in
     return for the assets:

     2.1.      Cash in the amount of $1.00.

     2.2.      The assumption of AmeriNet's obligation to pay current and future
               attorney's fees in connection with the Bankruptcy Claims.

3.   AmeriNet's   Representations   and  Agreements.   Amerinet  represents  and
     warrants:

     3.1.      AmeriNet has good, clear, marketable,  and insurable title to the
               Assets  free and clear of all liens,  encumbrances,  claims,  and
               other exceptions to title, and upon the execution and delivery of
               the documents  described in paragraph  4.3 below,  Yankee will be
               vested with good,  clear and marketable  title to the Assets free
               and  clear  of  all  liens,   encumbrances,   claims,  and  other
               exceptions to title.

     3.2.      The Assets  are not  subject  to any  written or oral  agreement,
               which grants to any person or entity other than Yankee an option,
               right of first  refusal or other right to acquire any interest in
               the Assets.

     3.3.      The party executing this Agreement on behalf of AmeriNet has full
               right,  title,  and authority to so execute this Agreement and to
               deliver  any  and  all  documents   required  to  consummate  the
               transactions  contemplated  under  this  Agreement.  No  consent,
               approval,  or  authorization  of any third  party is  required in
               connection  with the  execution of this  Agreement by AmeriNet or
               the  consummation  of  the  transactions   contemplated  by  this
               Agreement.  The execution and delivery of this  Agreement and the
               consummation  of the  transactions  contemplated  hereby will not
               violate,  result in a breach of, or  constitute a default  under,
               the partnership agreement of AmeriNet, or of any order, judgment,
               arbitration award, note,  mortgage,  deed of trust,  indenture or
               any other agreement or instrument whatsoever to which AmeriNet is
               a  party  or is or may be  bound,  or of any  law,  order,  rule,
               regulation,  writ or injunction of any  governmental  body having
               jurisdiction over AmeriNet.

     3.4.      No litigation  or  proceeding  is pending or  threatened  against
               AmeriNet or affecting  any part of the Assets before any court or
               administrative agency which, if adversely determined,  could have
               an adverse  effect on the title to or use,  enjoyment or value of
               the Assets or any part thereof or which could  interfere with the
               consummation of this Agreement.

     3.5.      There are no tax liabilities or other  obligations or liabilities
               of AmeriNet,  whether contingent, or otherwise,  which affect the
               Assets or AmeriNet's  business and operations in connection  with
               the Assets, or which, by application of law or otherwise,  Yankee
               will become responsible for as a result of the acquisition of the
               Assets.

     3.6.      There has not been filed by or against,  or  threatened  against,
               AmeriNet   a  petition   in   bankruptcy   or  other   insolvency
               proceedings,  or for the  reorganization  or the appointment of a
               receiver or trustee,  nor has AmeriNet made an assignment for the
               benefit of  creditors,  not filed a petition for an  arrangement,
               nor entered into an arrangement  with creditors,  nor admitted in
               writing  AmeriNet's  inability  to pay debts as they  become due.
               AmeriNet is not insolvent.

     3.7.      AmeriNet  has had no contact  with any broker or other  person or
               entity who might have a basis for claiming any brokerage or other
               commission  relative  to the  transactions  contemplated  by this
               Agreement.
<PAGE>

     3.8.      AmeriNet shall indemnify  Yankee,  and hold Yankee harmless from,
               all damages,  claims,  losses,  costs,  and  expenses,  including
               attorneys'  fees,  which  Yankee  may  sustain,  or which  may be
               asserted  against Yankee,  arising out of a breach by AmeriNet of
               its representations and warranties herein.

4.   Closing.

     4.1.      This  transaction  shall be closed on or before May 31, 2001,  at
               1941 Southeast 51st Terrace,  Ocala,  Florida, or by mail so that
               all  documents  are  received at the above  location on or before
               such date.

     4.2.      At the Closing, Yankee will pay or deliver:

     4.2.1.    The cash portion of the purchase price.

     4.2.2.    Amounts  necessary to record any documents in the Public  Records
               of Marion County deemed necessary by Yankee.

     4.3.      At the Closing, AmeriNet will deliver:

     4.3.1.    Assignments of Claims in such forms as are satisfactory to Yankee
               in the exercise of its reasonable discretion.

     4.3.2.    The Lorilei Stock properly endorsed to Yankee.

     4.3.3.    Such other  documents as are  requested by Yankee in the exercise
               of its reasonable discretion.

5.   Post-Closing Obligations.

     5.1.      Following the closing,  AmeriNet  shall,  upon  Yankee's  written
               request, promptly:

     5.1.1.    Cooperate  with  Yankee  and its  counsel  in  pursuing  remedies
               available under the Reorganization Agreement,  including, without
               limitation, the Bankruptcy Claims.

     5.1.2.    Consent to the  cooperation or  participation  with Yankee of its
               prior officers, directors,  shareholders,  accountants (including
               David K. Kentley), attorneys (including W. James Gooding III, and
               the  law  firm  of  Gilligan,  King  &  Gooding,  P.A.),  agents,
               employees,  independent  contractors or other  representatives in
               connection with the pursuit of remedies under the  Reorganization
               Agreement or the Bankruptcy Claims.

     5.2.      Following  the  Closing,  Yankee  shall pay all  attorney's  fees
               previously incurred by AmeriNet in connection with the Bankruptcy
               Claims.

6.   Relationship of AmeriNet and Yankee. This Agreement shall not constitute or
     be considered a partnership, employer-employee relationship, joint venture,
     agency or similar business  relationship between the parties hereto. Yankee
     is not assuming any  obligations  or  liabilities  of AmeriNet by virtue of
     this transaction or otherwise.

7.   Exclusive  Venue.  The  parties  agree  that the  exclusive  venue  for any
     litigation, suit, action, counterclaim, or proceeding, whether at law or in
     equity, which arises out of concerns, or relates to this agreement, any and
     all transactions  contemplated  hereunder,  the performance  hereof, or the
     relationship  created hereby,  whether sounding in contract,  tort,  strict
     liability, or otherwise, shall be in Marion County, Florida.

<PAGE>

8.   JURY WAIVER. EACH PARTY HEREBY COVENANTS AND AGREES THAT IN ANY LITIGATION,
     SUIT,  ACTION,  COUNTERCLAIM,  OR PROCEEDING,  WHETHER AT LAW OR IN EQUITY,
     WHICH ARISES OUT OF  CONCERNS,  OR RELATES TO THIS  AGREEMENT,  ANY AND ALL
     TRANSACTIONS   CONTEMPLATED  HEREUNDER,  THE  PERFORMANCE  HEREOF,  OR  THE
     RELATIONSHIP  CREATED HEREBY,  WHETHER SOUNDING IN CONTRACT,  TORT,  STRICT
     LIABILITY,   OR  OTHERWISE,   TRIAL  SHALL  BE  TO  A  COURT  OF  COMPETENT
     JURISDICTION  AND NOT TO A JURY. EACH PARTY HEREBY  IRREVOCABLY  WAIVES ANY
     RIGHT  IT MAY  HAVE TO A TRIAL  BY JURY.  ANY  PARTY  MAY FILE AN  ORIGINAL
     COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT, AS WRITTEN EVIDENCE
     OF THE CONSENT OF THE PARTIES  HERETO OF THE WAIVER OF THEIR RIGHT TO TRIAL
     BY JURY. NEITHER PARTY HAS MADE OR RELIED UPON ANY ORAL  REPRESENTATIONS TO
     OR BY THE OTHER PARTY REGARDING THE ENFORCEABILITY OF THIS PROVISION.  EACH
     PARTY HAS READ AND UNDERSTANDS THE EFFECT OF THIS JURY WAIVER PROVISION.

9.   Notices.

     9.1.      All notices, requests, consents and other communications required
               or permitted under this agreement shall be in writing  (including
               faxed  communication)  and  shall be (as  elected  by the  person
               giving  such  notice)  hand  delivered  by  messenger  or courier
               service,  faxed,  or  mailed  by  Registered  or  Certified  Mail
               (postage  pre-paid),  Return Receipt Requested,  addressed to the
               following or to such other  addresses as any party may  designate
               by notice complying with the terms of this subparagraph:

     9.1.1.    If to  AmeriNet:  Crystal  Corporate  Center 2500 North  Military
               Trail, Suite 225 Boca Raton, Florida 33431 Attn: Edward Dmytryk

     9.1.2.    If to Yankee: Crystal Corporate Center 2500 North Military Trail,
               Suite 225 Boca Raton, Florida 33431 Attn: Leonard M. Tucker

     9.2.      Each such notice shall be deemed delivered:

     9.2.1.    On the dated delivered if by personal delivery;

     9.2.2.    On the date faxed if by fax; and

     9.2.3.    On the date upon which the Return  Receipt is signed or  delivery
               is refused or the notice is designated by the postal  authorities
               as not delivered, as the case may be, if mailed.

10.  Governing  Laws. This agreement and all  transactions  contemplated by this
     agreement  shall be governed by, and  construed  and enforced in accordance
     with,  the laws of the State of Florida  without  regard to  principles  of
     conflicts of laws.

11.  Attorney's  Fees.  If any  legal  action  or other  proceeding  (including,
     without limitation, appeals or bankruptcy proceedings) whether at law or in
     equity, which: arises out of, concerns,  or relates to this agreement,  any
     and all transactions contemplated hereunder, the performance hereof, or the
     relationship  created  hereby;  or is brought for the  enforcement  of this
     agreement,   or  because  of  an  alleged  dispute,   breach,   default  or
     misrepresentation in connection with any provisions of this agreement,  the
     successful  or  prevailing  party or parties  shall be  entitled to recover
     reasonable  attorney's  fees,  court  costs  and all  expenses  even if not
     taxable as court costs, incurred in that action or proceeding,  in addition
     to any other relief to which such party or parties may be entitled.

12.  Counterparts.  This agreement may be executed in one or more  counterparts,
     each of which shall be deemed an original,  but all of which together shall
     constitute one and the same instrument.

13.  Remedies.  No remedy  herein  conferred  upon any party is  intended  to be
     exclusive  of any other  remedy,  and each and every such  remedy  shall be
     cumulative  and shall be in addition to every other remedy given  hereunder
     or  now  or  hereafter  existing  at  law or in  equity  or by  statute  or
     otherwise.  No single or partial exercise by any party of any right,  power
     or remedy hereunder shall preclude any other or further exercise thereof.
<PAGE>

14.  Severability  Clause.  Provisions  contained  in this  agreement  which are
     contrary to,  prohibited by or invalid under applicable laws or regulations
     shall be deemed  omitted from this  document and shall not  invalidate  the
     remaining provisions thereof.

15.  Waiver.  A failure to assert any rights or  remedies  available  to a party
     under the  terms of this  agreement,  or a waiver of the right to  remedies
     available  to a party by a course  of  dealing  or  otherwise  shall not be
     deemed to be a waiver of any other  right or remedy  under this  agreement,
     unless such waiver of such right or remedy is contained in a writing signed
     by the party alleged to have waived his other rights or remedies.

16.  Construction of Agreement. Each party acknowledges that all parties to this
     Agreement  participated  equally in the drafting of this Agreement and that
     it was negotiated at arm's length.  Accordingly,  no court  construing this
     Agreement shall construe it more strongly against one party than another.

17.  Language.  Whenever  used in this  Agreement,  the  singular  number  shall
     include the plural,  the plural number shall include the singular,  and the
     use of any gender shall include all genders where the context permits.

18.  Paragraph  Headings.  The paragraph headings used in this Agreement are for
     convenience  only, and shall not be used in  interpreting or construing any
     provision of this Agreement.

19.  Exhibits. Any exhibits attached to this Agreement shall, by this reference,
     be incorporated into this Agreement.

20.  Further  Action.  Each of the parties  hereto shall execute and deliver any
     and all additional papers,  documents,  and other assurances,  and shall do
     any and all acts and things  reasonably  necessary in  connection  with the
     performance of the obligations hereunder and to carry out the intent of the
     parties hereto.

21.  Time.  Time is of the  essence of all of the  provisions  and terms of this
     Agreement.

22.  Entire  Understanding.  This agreement  represents the entire understanding
     and  agreement  between the  parties  with  respect to the  subject  matter
     hereof,  and supersedes all other negotiations (if any) made by and between
     the parties.

23.  Amendments.   The   provisions  of  this  agreement  may  not  be  amended,
     supplemented,  waived,  or  changed  orally  but only by a  writing  making
     specific  reference  to  this  agreement  signed  by the  party  as to whom
     enforcement of any such  amendment,  supplement,  waiver or modification is
     sought.

/s/ Vanessa H. Lindsey
Witness                         AmeriNet Group.com, Inc., a Delaware corporation
_____________________________                          By: /s/ Ed Dmytryk
Print Witness Name                                  President(Print Title)

/s/ Jennifer Mitchem
Witness
____________________________
Print Witness Name

/s/ Nancy Malonari
Witness                        The Yankee Companies, Inc., a Florida corporation
____________________________                     By: /s/ Leonard M. Tucker
Print Witness Name                               President(Print Title)

/s/Charles J. Scimeca
Witness
_____________________________
Print Witness Name


<PAGE>

This Instrument Prepared by and Return To:
W. James Gooding III
Gilligan, King & Gooding, P.A.
7 E. Silver Springs Blvd.
Suite 500
Ocala, FL. 34470

              ASSIGNMENT AND TRANSFER OF BANKRUPTCY CLAIM NUMBER 18

         KNOW ALL MEN BY THESE PRESENTS THAT,

     WHEREAS,  Gerald R.  Cunningham and Leigh A. Cunningham  (individually  and
collectively  "Debtors")  are indebted to AmeriNet  Group.com,  Inc., a Delaware
corporation ("Assignor") in the amount of $5,142.61; and

     WHEREAS,  Debtors  are  debtors in a  Bankruptcy  proceeding  styled In re:
Gerald R. Cunningham, filed in the U.S. Bankruptcy Court for the Middle District
of Florida, Orlando Division, Case Number 00-06158-6B7; and

     WHEREAS,  Assignor  has  filed a Proof  of  Claim  (the  "Claim")  for such
indebtedness (the "Debt") in the Bankruptcy  proceeding which as been designated
as Claim Number 18 in the amount of $5142.61; and

     WHEREAS,  Assignor is the present,  legal and equitable owner and holder of
the Claim and Debt.

     NOW,  THEREFORE,  in  consideration  of the sum of Ten and  no/100  Dollars
($10.00), and other good and valuable consideration, the receipt and sufficiency
of which is hereby  acknowledged,  Assignor grants,  bargains,  sells,  assigns,
transfers,  and sets over to The Yankee Companies,  Inc., a Florida  corporation
("Assignee"),  and to the  Assignee's  heirs,  successors,  and assigns,  all of
Assignor's right, title, and interest in, to, and under the Claim and Debt.

     ASSIGNOR  represents  and warrants  that it is now the sole legal owner and
holder of the Claim and Debt; it has not executed any prior assignment or pledge
of the Claim or Debt, or any security interests,  assignments,  or other rights,
privileges,  and interests concerning the Claim or Debt; it has not executed any
release of all or any part of the security (if any)  described in the Claim;  it
has not executed any instrument  affecting the liability of the obligor(s) under
the Claim and Debt;  and, to its knowledge,  there are no offsets,  credits,  or
defenses to the Claim or Debt, or related security interests,  assignments,  and
other rights, interests, or privileges.

     ASSIGNOR  agrees to execute,  acknowledge,  and to deliver to Assignee  all
further documents,  assignments,  U.C.C.  filing  statements,  and assurances as
Assignee may  reasonably  require from time to time to confirm and implement the
transfer and assignment of the rights and interests  conveyed and intended to be
conveyed hereunder.

         IN WITNESS WHEREOF, this Assignment has been duly executed on 4th  day
of May, 2001.


                       ASSIGNOR  AmeriNet Group.com., Inc., a Delaware
                       corporation By: /s/ Ed Dmytryk
                            Ed Dmytryk, as President

STATE OF Florida
COUNTY OF Marion

     The foregoing  instrument was  acknowledged  before me this 4th day of May,
2001,  by Ed Dmytryk,  as  President  of AmeriNet  Group.com.,  Inc., a Delaware
corporation.

                                            /s/ Vanessa H. Lindsey
                                            Notary Public, State of Florida
                                            Name:_______________________________
                                                     (Please print or type)

                                            Commission Number: CC923534
                                            Commission Expires: March 29, 2004
Notary: Check one of the following:
X Personally known OR Produced  Identification (if this box is checked,  fill in
blanks       below).        Type       of        Identification        Produced:
________________________________________


<PAGE>

This Instrument Prepared by and Return To:
W. James Gooding III
Gilligan, King & Gooding, P.A.
7 E. Silver Springs Blvd.
Suite 500
Ocala, FL. 34470

              ASSIGNMENT AND TRANSFER OF BANKRUPTCY CLAIM NUMBER 20

     KNOW ALL MEN BY THESE  PRESENTS  THAT,  WHEREAS,  Gerald R.  Cunningham and
Leigh A. Cunningham  (individually  and collectively  "Debtors") are indebted to
AmeriNet Group.com,  Inc., a Delaware corporation  ("Assignor") in the amount of
$1,001,000.; and

     WHEREAS,  Debtors  are  debtors in a  Bankruptcy  proceeding  styled In re:
Gerald R. Cunningham, filed in the U.S. Bankruptcy Court for the Middle District
of Florida, Orlando Division, Case Number 00-06158-6B7; and

     WHEREAS,  Assignor  has  filed a Proof  of  Claim  (the  "Claim")  for such
indebtedness (the "Debt") in the Bankruptcy  proceeding which as been designated
as Claim Number 20 in the amount of $1,001,000.; and

     WHEREAS,  Assignor is the present,  legal and equitable owner and holder of
the Claim and Debt.

     NOW,  THEREFORE,  in  consideration  of the sum of Ten and  no/100  Dollars
($10.00), and other good and valuable consideration, the receipt and sufficiency
of which is hereby  acknowledged,  Assignor grants,  bargains,  sells,  assigns,
transfers,  and sets over to The Yankee Companies,  Inc., a Florida  corporation
("Assignee"),  and to the  Assignee's  heirs,  successors,  and assigns,  all of
Assignor's right, title, and interest in, to, and under the Claim and Debt.

     ASSIGNOR  represents  and warrants  that it is now the sole legal owner and
holder of the Claim and Debt; it has not executed any prior assignment or pledge
of the Claim or Debt, or any security interests,  assignments,  or other rights,
privileges,  and interests concerning the Claim or Debt; it has not executed any
release of all or any part of the security (if any)  described in the Claim;  it
has not executed any instrument  affecting the liability of the obligor(s) under
the Claim and Debt;  and, to its knowledge,  there are no offsets,  credits,  or
defenses to the Claim or Debt, or related security interests,  assignments,  and
other rights, interests, or privileges.

     ASSIGNOR  agrees to execute,  acknowledge,  and to deliver to Assignee  all
further documents,  assignments,  U.C.C.  filing  statements,  and assurances as
Assignee may  reasonably  require from time to time to confirm and implement the
transfer and assignment of the rights and interests  conveyed and intended to be
conveyed hereunder.

        IN WITNESS WHEREOF, this Assignment has been duly executed on 4th  day
of May, 2001.


                       ASSIGNOR  AmeriNet Group.com., Inc., a Delaware
                       corporation By: /s/ Ed Dmytryk
                            Ed Dmytryk, as President

STATE OF Florida
COUNTY OF Marion

     The foregoing  instrument was  acknowledged  before me this 4th day of May,
2001,  by Ed Dmytryk,  as  President  of AmeriNet  Group.com.,  Inc., a Delaware
corporation.

                                            /s/ Vanessa H. Lindsey
                                            Notary Public, State of Florida
                                            Name:_______________________________
                                                     (Please print or type)

                                            Commission Number: CC923534
                                            Commission Expires: March 29, 2004
Notary: Check one of the following:
X Personally known OR Produced  Identification (if this box is checked,  fill in
blanks       below).        Type       of        Identification        Produced:
________________________________________


<PAGE>

This Instrument Prepared by and Return To:
W. James Gooding III
Gilligan, King & Gooding, P.A.
7 E. Silver Springs Blvd.
Suite 500
Ocala, FL. 34470

                              ASSIGNMENT OF CLAIMS

     KNOW ALL MEN BY THESE PRESENTS THAT, IN CONSIDERATION of the sum of Ten and
no/100 Dollars  ($10.00) which is acknowledged by execution of this  Assignment,
AmeriNet Group.com, Inc., a Delaware corporation ("Assignor"), grants, bargains,
sells,  assigns,  transfers,  and sets over to The  Yankee  Companies,  Inc.,  a
Florida corporation ("Assignee"),  and to the Assignee's heirs, successors,  and
assigns,  all of  Assignor's  right,  title,  and interest in, to, and under the
following assets (the "Assets"):

1.   All  of the  common  stock  of  Lorilei  Communications,  Inc.,  a  Florida
     corporation ("Lorilei");

2.   The following  Proofs of Claim (the "Proofs of Claim") filed by Assignor in
     the Chapter 7 Bankrupty  proceeding  of Gerald R.  Cunningham  and Leigh A.
     Cunningham  (individually and collectively "the Cunninghams") styled In re:
     Gerald R. Cunningham and Leigh A. Cunningham,  filed in the U.S. Bankruptcy
     Court for the Middle  District of Florida,  Orlando  Division,  Case Number
     00-06158-6B7 (the "Bankruptcy Proceeding"):

      a.   Proof of Claim Number 18 in the amount of $5,142.61; and

      b.   Proof of Claim Number 20 in the amount of $1,001,000.

3.   All claims or causes of action of Assignor against the Cunninghams or their
     Bankruptcy  Trustee  including,  without  limitation,  claims  or causes of
     action:

      a.  Arising under the Proofs of Claim;

      b.  To declare a constructive  trust on Assignor's  stock claimed by or in
          the possession of the Cunninghams or their Bankruptcy Trustee that was
          the subject of that certain Reorganization Agreement between AmeriNet,
          Lorilei   Communcations,   Inc.,  a  Florida   corporation,   and  the
          Cunninghams; or

       c. To recover  Assignor's stock escrowed pursuant to such  Reorganization
          Agreement.

     ASSIGNOR  represents  and warrants  that it is now the sole legal owner and
holder of the Assets;  it has not executed any prior assignment or pledge of the
Assets; and, to its knowledge, there are no offsets, credits, or defenses to the
Assets.

     ASSIGNOR  agrees to execute,  acknowledge,  and to deliver to Assignee  all
further  documents,  assignments,  and  assurances  as Assignee  may  reasonably
require from time to time to confirm and implement  the transfer and  assignment
of the rights and interests conveyed and intended to be conveyed.

<PAGE>

     IN WITNESS  WHEREOF,  this Assignment has been duly executed on 4th day of
May, 2001.


                 ASSIGNOR AmeriNet Group.com., Inc., a Delaware
                         corporation By: /s/ Ed Dmytryk
                              Ed Dmytryk, President

                 ASSIGNEE The Yankee Companies, Inc., a Florida
                     corporation By: /s/ Leonard M. Tucker
                          Leonard M. Tucker, President

STATE OF Florida
COUNTY OF Marion

     The foregoing  instrument was  acknowledged  before me this 4th day of May,
2001,  by Ed Dmytryk,  as  President  of AmeriNet  Group.com,  Inc.,  a Delaware
corporation, on behalf of the corporation.


                                            /s/ Vanessa H. Lindsey
                                            Notary Public, State of Florida
                                            Name:_______________________________
                                                     (Please print or type)

                                            Commission Number: CC923534
                                            Commission Expires: March 29, 2004
Notary: Check one of the following:
X Personally known OR Produced  Identification (if this box is checked,  fill in
blanks       below).        Type       of        Identification        Produced:
________________________________________



STATE OF Florida
COUNTY OF Palm Beach

     The foregoing  instrument was  acknowledged  before me this 9th day of May,
2001,  by Leonard M.  Tucker,  as  President  of The Yankee  Companies,  Inc., a
Florida corporation, on behalf of the corporation.

                                            /s/ Charles J. Scimeca
                                            Notary Public, State of Florida
                                            Name:_______________________________
                                                     (Please print or type)

                                            Commission Number: CC907329
                                            Commission Expires:4/26/2004

Notary: Check one of the following:

X Personally known OR Produced  Identification (if this box is checked,  fill in
blanks       below).        Type       of        Identification        Produced:
________________________________________



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.7
<SEQUENCE>20
<FILENAME>exb_99-7.txt
<DESCRIPTION>AMENDED PRIMED CONSULTING AGREEMENT
<TEXT>

                                    AGREEMENT

     This  agreement is entered into this 30th day of May 2001 is by and amongst
PriMed Technologies, Inc. ("PriMed"), AmeriNet Group.com, Inc. ("AmeriNet"), the
Yankee  Companies,  Inc.  ("Yankees"),  Park City Group,  Inc. ("Park City") and
Liberty Transfer Company ("Liberty")

     WHEREAS,  PriMed,  Yankees and AmeriNet entered into a consulting agreement
dated January 16, 2001 (the "Agreement"); and

     WHEREAS,  AmeriNet  and  Park  City  are  entering  into  a  Reorganization
Agreement  which will  result in the change of control of  AmeriNet  to the Park
City shareholders; and

     WHEREAS,  the  parties  wish to clarify the  responsibilities  of each as a
result of the AmeriNet/Park City transaction;

     NOW THEREFORE, in consideration of the mutual covenants contained herein it
is agreed:

         1.    All services to be provided under the Consulting  Agreement shall
               be provided by Yankee.  AmeriNet's sole responsibility will be to
               provide PriMed with a copy of its  shareholder  list for the sole
               and  exclusive  purpose of  determining  the identity of AmeriNet
               shareholders who are to receive a distribution of PriMed shares.

         2.    The  identity  of the  shareholders  entitled  to receive  PriMed
               common  stock  will be  shareholders  owning  AmeriNet  shares of
               common  stock  prior  to  AmeriNet's  acquisition  of  Park  City
               determined  as of the day that  the  registration  statement  for
               PriMed is  declared  effective  by the  Securities  and  Exchange
               Commission.

         3.    For the purposed set forth above,  Liberty is hereby  irrevocably
               authorized  to make the AmeriNet  shareholder  list  available to
               PriMed.

         4.    Park City Group and/or AmeriNet will take no action to in any way
               to  hinder  PriMed  from  securing  the  names  of  the  AmeriNet
               shareholders and making any stock distributions.

         5.    Subject to the above,  each of the parties  hereto,  releases the
               other  from any  liability  of any kind or  nature  arising  from
               execution of the Agreement.

         6.    This  Agreement has been  prepared by Jeffrey G. Klein,  P.A. Mr.
               Klein has performed  work for AmeriNet and PriMed.  Each has been
               advised  to seek  independent  counsel  in  connection  with this
               matter. Each waives any potential conflict of interests.

         This Agreement entered into the date set forth above.


                  AmeriNet Group.com, Inc.
                  /s/ Ed Dmytryk, President
                       Ed Dmytryk

                  The Yankee Companies, Inc.
                  /s/ Leonard Tucker, President
                      Leonard Tucker

                  PriMed Technologies, Inc.
                  /s/ Evan Brovenick, President
                       Evan Brovenick


<PAGE>


                  Liberty Transfer Companies
                  /s/ Sara Sanders, President
                       Sara Sanders

                  Park City Group, Inc.
                  /s/ Randall K. Fields, President
                       Randall K. Fields

This agreement shall not be binding until all parties have signed.

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
