<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>
