AMERINET GROUP COM INC
10QSB/A, 1999-09-22
REAL ESTATE
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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 205490.
                                  FORM 10-QSB/A

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

                For the quarterly period ended September 30, 1998
                                       OR
     ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                                       ACT
                                     OF 1934

             For the transition period from_________ to_____________

                          Commission file number 0-3718

                            AmeriNet Group.com, Inc.
                           --------------------------
             (Exact name of registrant as specified in its charter)

                               Delaware 11-2050317
                               -------- ----------
          (State or other jurisdiction of (IRS Employer Identification
                     incorporation or organization) Number)


           902 Clint Moore Road, Suite 136; Boca Raton, Florida 33487
                    ----------------------------------------
                    (Address of principal executive offices)

                                 (561) 998-3435
                                  ------------
              (Registrant's telephone number, including area code)

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such report(s), and (2) has been subject to such
filing requirements for the past 90 days.

Yes X No
   ---  ---

     As at September 30, 1998, the registrant had outstanding  4,116,148  shares
of Common Stock, par value $0.01.

Transitional Small Business Disclosure Format:

Yes   No X
   ---  ---

<PAGE>

                           EQUITY GROWTH SYSTEMS, inc.

                                      Index



                                             Page
                                             ----
Item 6.  Index of Exhibits                   3

         Signatures                          4

                                       2

<PAGE>

Item 6.    Index of Exhibits

Exhibit     Page    Description
3.2         *       Amended & Restated Bylaws as of December, 1998.
10.22       *       Recent stock subscription agreements
10.23       4       Consulting agreement with the Yankee Companies dated
                    November 24, 1998.
10.24       *       Recent settlements and releases with creditors
10.25       *       Proposed Settlement agreement and release with
                    Mr. Granville-Smith
10.26       *       Stock purchase option agreement with Mr. Scimeca
99.12       *       Written Consent in Lieu of Special Meeting of Board of
                    Directors for November 6, 1998
99.13       *       Minutes of Special Meeting of Board of Directors for
                    November 27, 1998
99.14       *       Minutes of Special Meeting of Board of Directors for
                    December 8, 1998
99.15       *       Amended Notice Special Meeting of Board of Directors
                    for December 8, 1998
99.16       *       Minutes of Special Meeting of Board of Directors Part 1,
                    for December 11, 1998
99.17       *       Notice of Special Meeting of Board of Directors for
                    December 11, 1998
99.18       *       Minutes of Special Meeting of Board of Directors Part 2,
                    for December 11, 1998


*Filed as exhibits to the 10-QSB filed on December 17, 1998

                                        3

<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1934, the Registrant
had duly  caused  the  report  to be signed  on its  behalf  by the  undersigned
thereunto duly authorized.

                            AmeriNet Group.com, Inc.

Dated: September 21, 1999

                              /s/ Michael H. Jordan
                           --------------------------
                          Michael H. Jordan, President

                                       4




                 CONSULTING AGREEMENT WITH THE YANKEE COMPANIES

                              Consulting Agreement

     This Consulting Agreement (the "Agreement") is made and entered into by and
between Equity Growth Systems, inc., a publicly held Delaware corporation with a
class of equity  securities  registered  under Section  12(g) of the  Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and currently  trading on
the  over  the  counter  bulletin  board  operated  by but not a part of  NASDAQ
("Client");  and, The Yankee Companies,  Inc., a Florida corporation ("Yankees";
Client and Yankees being hereinafter  collectively  referred to as the "Parties"
and generically as a "Party").

                            Preamble :

     WHEREAS,  Client is engaged in the business more particularly  described in
the reports filed by Client with the Securities and Exchange  Commission  ("SEC"
or  "Commission"),  as  disclosed in the SEC's EDGAR web site on the Internet at
"http//sec.gov/Archives/edgar/data; and

     WHEREAS, Yankees has substantial strategic business experience,  acumen and
contacts, and Client desires to avail itself of Yankees' services in conjunction
with  development  and  implementation  of strategic  plans designed to increase
profitability,  expand  operations,  and to assure  attainment  of such goals by
securing   Yankees's   assistance   to   develop   proper   investment   banking
relationships,  develop ongoing access to debt and equity capital  markets,  and
develop growth through acquisition of complementary business operations; and

     WHEREAS,  Client's current business plans have been negatively  effected by
the health of Edward  Granville-Smith,  until  recently  its sole  director  and
principal  officer,  as well as the person  most  knowledgeable  as to  Client's
business,  and Client desires  engage  Yankees to assist it to  restructure  its
management and its strategic business plans; and

     WHEREAS,  Yankees is agreeable to making its services  available to Client,
on the terms and subject to the conditions hereinafter set forth:

     NOW,  THEREFORE,  in  consideration  for Yankees's  agreement to render the
hereinafter described services as well as of the premises,  the sum of TEN ($10)
DOLLARS, and other good and valuable consideration,  the receipt and adequacy of
which is hereby  acknow-  ledged,  the Parties,  intending to be legally  bound,
hereby agree as follows: Witnesseth:

                                   ARTICLE ONE
                           OBLIGATIONS OF THE PARTIES

1.1 Description of Services

(A)  Yankees's areas of expertise include corporate structure,  organization and
     reorganization; mergers, acquisitions and divestitures; strategic corporate
     development;  corporate  financial  and equity  analysis;  market  strategy
     planning and  implementation;  corporate  communication,  financial  public
     relations and stockholder relations  consulting;  business plan development
     and   implementation;   marketing   sales  and   analysis;   executive  and
     professional  recruitment;  coordination  and  supervision of  professional
     services;   development  and   implementation   of  regulatory   compliance
     procedures (the "Services").

                                        5
<PAGE>

(B)  During the Initial Term of this Agreement (as hereinafter defined), Yankees
     shall provide Client with the Services, on a reasonable, as required basis,
     consistent with Yankees's other business activities.

(C)  Because  of  Client's  status  under  federal   securities   laws,  in  any
     circumstances  where  Yankees is describing  the  securities of Client to a
     third  Party,  Yankees  shall  disclose  to such  person  the  compensation
     received  from Client to the extent  required  under any  applicable  laws,
     including, without limitation, Section 17(b) of the Securities Act of 1933,
     as amended;  however,  the Parties acknowledge they do not contemplate that
     Yankees shall be involved in any  activities on behalf of Client  requiring
     such  descriptions  or  disclosures,  or  that  the  Services  involve  any
     activities  subject to regulation  under federal or state  securities  laws
     other than the  prohibitions of the Foreign  Corrupt  Practices Act, except
     for the  introduction  of Client  and its  principals  to  licensed  broker
     dealers  in  securities,  securities  analysts  and  appropriate  corporate
     information and stockholder relations specialists.

1.2 Fiduciary Obligation to Client

    In rendering its services, Yankees shall not disclose to any third party any
confidential non-public information furnished by Client or otherwise obtained by
it with respect to Client.

1.3 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.   (collectively  with  its  subsidiaries  being  hereinafter
     referred  to as the  "NASD"),  in-house  "due  diligence"  or  "compliance"
     depart- ments of licensed  securities  firms,  etc.;  accordingly,  Yankees
     agrees that it will not release any information or data about Client to any
     selected or limited person(s),  entity, or group if the Consultant is aware
     that  such  information  or  data  has  not  been  generally   released  or
     promulgated.

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

1.4 Consultant's Compensation

(A)  Except as  described  below  with  reference  to  certain  of the  services
     described  above,  which are to be completed within the initial 365 days of
     this Agreement:

     (1)  Yankees  will  bill at its  standard  hourly  rates for all work as to
          which a prior written  arrangement  with different  terms has not been
          entered into,  however,  no hourly billable  services will be provided
          except at Client's specific request.

     (2)  Any documents prepared by Yankees or provided to Client's advisors, at
          Client's request,  on existing forms will be subject to a $50 per page
          initial licensing fee augmented by the time spent in personalizing the
          subject form.

                                    6
<PAGE>

(B)  Notwithstanding  the provisions of Section  1.4(a) above,  during the first
     365 days of this  Agreement (the "Initial  Term"),  Yankees will accept and
     Client will pay to Yankees:

     (1)  Options  (the  "Class A  Options")  to  purchase  shares  of  Client's
          outstanding or reserved  common stock (all reserved common stock being
          treated as  outstanding  for  purposes  of such  calculation),  on the
          following terms (the"Stock Signing Fee."):

          (a)  The  quantity  of  Client  common  stock  subject  to the Class A
               Options shall be equal to 10% of Client's outstanding or reserved
               common stock,  immediately following complete exercise of all the
               Class A Options;

          (b)  The  Class A Option  term  will  commence  on the 60th day  after
               execution of this  Agreement  and will  terminate at the close of
               business on the 45th  business  day after the Class A Options and
               the shares of common stock into which they can be  exercised  are
               registered  for sale to the public under  applicable  federal and
               state securities laws, however,  Yankees shall have the option of
               exercising  the Class A Options prior to such  registration  at a
               50%  discount  from  the  otherwise  applicable  exercise  price,
               subject to the resale  restrictions  imposed by SEC Rule 144, but
               subject  to  the  piggy  back  and  registration  provisions,  as
               reflected  in the form of warrant  agreement  annexed  hereto and
               made a part hereof as composite exhibit 1.4(B),  which form shall
               constitute the basis for and terms of the Class A Options,  other
               than as specifically modified hereby.

          (c)  The  exercise  price of the Class A Options  will be based on the
               number of shares  outstanding at the time of exercise,  pro rated
               in accordance  with the following  formula:  in the event that an
               aggregate of 6,000,000 shares of capital stock are outstanding or
               reserved for future  issuance under  reasonably  definable  terms
               (e.g. options, warrants, pending acquisitions,  obligations under
               employment   agreements,   etc.),   then  the  number  of  shares
               purchasable  would be 600,000  and the  exercise  price  would be
               $0.10 per share,  any increase or decrease in the outstanding and
               reserved shares  resulting in a  corresponding  adjustment to the
               Class A Option exercise quantity and price;

          (d)  Yankees shall have the right to cashless exercise of the options,
               as reflected in the form of warrant  agreement annexed hereto and
               made a part hereof as composite exhibit 1.4(B).

     (2)  If, for any reason (other than a stock split also affecting  Yankees's
          shares  issued  as  the  Stock   Signing  Fee)  Client's   outstanding
          securities exceed those  contemplated as the basis for determining the
          Class A Option exercise  prices within 12 months  following the end of
          the  exercise  term,  then  additional  shares  in an  amount  to such
          difference on a pro rated basis (based on the options exercised) shall
          be issued to Yankees.

                                    7
<PAGE>

     (3)  The foregoing  compensation is in lieu of document license fees and of
          required  cash  payments  for  up to an  aggregate  of  200  hours  of
          Yankees's  hourly  fees  during  the  initial  six month  term of this
          Agreement  (but not those of its  associated  entities),  and, for tax
          purposes, shall be valued at an aggregate of $20,000.

     (4)  Client has been  informed that a portion of the Stock Signing Fee will
          be transferred by Yankees to third party  independent  consultants who
          will assist Yankees in the performance of its duties hereunder.

     (5)  The Class A Options may be exercised, in whole or in part, there being
          no minimum exercise requirements.

(C)  In addition to the compensation  described above with reference to services
     during the Initial Term of this  Agreement and whether or not the following
     services are rendered during such Initial Term:

     (1)  In the event that Yankees  arranges or provides  funding for Client on
          terms  more  beneficial  than  those  reflected  in  Client's  current
          principal  financing  agreements,  copies of which are included  among
          Client's  records  available  through  the SEC's  EDGAR web site,  the
          subject Consultant shall be entitled, at its election, to either:

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

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

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

     (3)  In the event that  Yankees or any  affiliate  thereof  arranges for an
          acquisition by Client,  then Yankees shall be entitled to compensation
          equal  to  10% of the  compensation  paid  for  such  acquisition,  in
          addition to any compensation negotiated and received from the acquired
          entity or its affiliates.

     (4)  In addition to all other  compensation  reflected  in this  Agreement,
          Client shall, on and after the 365 day period  following  execution of
          this  Agreement,  pay to Yankees  the sum of $5,000  per month,  on or
          before the monthly anniversary date of this Agreement,  throughout the
          balance of this  Agreement  or any  renewals  thereof,  the first such
          payment to be tendered by Client on or before the 395th day  following
          execution of this Agreement  (the "Cash  Consulting  Fee");  provided,
          however, that at Client option, it may apply such payments to exercise
          of the Class A Options,  whereupon  Client  shall issue to Yankees the
          quantity of common stock called for pursuant to the foregoing  Class A
          Option exercise provisions.

(D)  Client will assure that its legal  counsel  promptly  prepares  all reports
     which then existing holders of Client's securities  (including Yankees, its
     affiliates  and  successors  in  interest)  are  required  to file with the
     Securities  and  Exchange  Commission  as a result  of  Client's  reporting
     status,  including  Securities  and Exchange  Commission  Forms 3, 4 and 5,
     Schedules 13(d) and Schedules  13(g),  and shall submit all such reports to
     the subject  stockholders  for prompt  execution and timely filing with the
     Securities and Exchange Commission.

                                 8
<PAGE>

(E)  (1) In addition to payment of fees,  Client will be responsible for payment
     of all costs and disbursements associated with Yankees's services either:

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

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

          (c)  Approved  in  writing  by  Client;  provided,  however,  that the
               refusal by Client to approve expenditures required for the proper
               performance of Yankees's services will excuse performance of such
               services.

     (2)  All of Yankees's statements will be paid within 10 days after receipt.

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

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

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

1.5 Client's Commitments

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

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

          (a)  All required information has been provided;

          (b)  All materials are presented accurately; and,

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

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

     (3)  (a)  Financial  data  will  be  reviewed  by  competent,  independent,
               certified public accountants to be separately retained by Client.

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

                                      9
<PAGE>

(B)  (1)  Client  shall  supply  Yankees on a regular and timely  basis with all
          approved  data and  information  about  Client,  its  management,  its
          products,  and its  operations  and Client  shall be  responsible  for
          advising  Yankees of any fact which would  affect the  accuracy of any
          prior data and information supplied to Yankees.

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

     (3)  Client shall promptly notify Yankees of the filing of any registration
          statement for the sale of  securities  and/or of any other event which
          triggers any restrictions on publicity.

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

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


                                   ARTICLE TWO
                      TERM, RENEWALS & EARLIER TERMINATION

2.1 Term.

    This Agreement  shall be for an initial term of 730 days,  commencing on the
date of its complete execution by all Parties,  as evinced in the execution page
hereof (the "Initial Term").

2.2 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.

2.3 Final Settlement.

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

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

                            10
<PAGE>

                                  ARTICLE THREE
              CONSULTANT'S CONFIDENTIALITY & COMPETITION COVENANTS

3.1 General Provisions.

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

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

3.2 Special Remedies.

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

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

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


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

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

3.3 Cumulative Remedies.

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

                                 11
<PAGE>

3.4 Acknowledgment of Reasonableness.

(A)  Yankees hereby  represents,  warrants and acknowledges  that its members or
     officers and directors have carefully read and considered the provisions of
     this Article Three 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 Client,  its members,  officers,  directors,
     consultants,  agents and employees;  consequently, in the event that any of
     the  above-described  restrictions shall be held unenforceable by any court
     of competent  jurisdiction,  Yankees hereby  covenants,  agrees and directs
     such court to substitute a reasonable judicially  enforceable limitation in
     place of any limitation deemed  unenforceable and, Yankees hereby covenants
     and agrees that if so  modified,  the  covenants  contained in this Article
     Three 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,   Yankees  hereby
          acknowledges,  covenants  and  agrees  that  it is the  intent  of the
          Parties  that  a  court   adjudicating  a  dispute  arising  hereunder
          recognize that the Parties desire that these  covenants not to compete
          or  circumvent  be  imposed  and  maintained  to the  greatest  extent
          possible.

3.5 Exclusivity.

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


                                  ARTICLE FOUR
                Client' CONFIDENTIALITY & COMPETITION COVENANTS

4.1 General Prohibitions

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

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

                                  11
<PAGE>

4.2 Special Remedies.

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

(A)  Client hereby consents to the issuance of a permanent  injunction enjoining
     it from any  violations  of the covenants set forth in this Article Four is
     and

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

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

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

4.3 Cumulative Remedies.

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

4.4 Acknowledgment of Reasonableness.

(A)  Client hereby  represents,  warrants and acknowledges that its officers and
     directors have carefully read and considered the provisions of this Article
     Four and, having done so, agree that the  restrictions set forth herein are
     fair and reasonable  and are reasonably  required for the protection of the
     interests of Yankees, its members, officers, directors, consultants, agents
     and employees;  consequently,  in the event that any of the above-described
     restrictions  shall  be  held  unenforceable  by  any  court  of  competent
     jurisdiction,  Client  hereby  covenants,  agrees and directs such court to
     substitute a reasonable judicially  enforceable  limitation in place of any
     limitation  deemed  unenforceable  and, Client 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,  Client hereby  acknowledges,
     covenants  and  agrees  that it is the intent of the  Parties  that a court
     adjudicating  a dispute  hereunder  recognize  that the Parties desire that
     these  covenants not to compete or circumvent be imposed and  maintained to
     the greatest extent possible.

                                  13
<PAGE>

                                  ARTICLE FIVE
                                  MISCELLANEOUS

5.1 Notices.

    All notices,  demands or other written 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 United States registered or certified
mail, return receipt requested, postage prepaid, addressed as follows:

To Yankees:
            902 Clint Moore Road, Suite 136; Boca Raton, Florida 3418
                  Telephone (561) 998-2025; Fax (561) 998-3425
                   Attention: Leonard Miles Tucker, President

                                       and

        1941 Southeast 51st Terrace; Ocala, Florida 34471 Telephone (352)
                          694-9179; Fax (352) 694-9178
           Attention: Vanessa H. Mitchem, Chief Administrative Officer

To Client:
                           Equity Growth Systems, inc.
                   At such address, telephone and fax numbers
               as are reflected on the SEC's EDGAR Internet site;
       Attention: Charles J. Scimeca, President & Chief Executive Officer

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

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 Parties.

5.3 Merger.

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

(B)  All prior agreements whether written or oral are merged herein and 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.

5.5 Severability.

    If any  provision or any portion of any provision of this  Agreement,  other
than a conditions precedent, if any, or the application of such provision or any
portion  thereof  to any  person  or  circumstance  shall  be  held  invalid  or
unenforceable,  the  remaining  portions  of such  provision  and the  remaining
provisions of this Agreement or the  application of such provision or portion of
such provision as is held invalid or  unenforceable  to persons or circumstances
other than  those to which it is held  invalid  or  unenforceable,  shall not be
affected thereby.

                                14
<PAGE>

5.6 Governing Law and Venue.

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

5.7 Dispute Resolution in lieu of Litigation.

(A)  In  the  event  of  any  dispute  arising  under  this  Agreement,  or  the
     negotiation thereof or inducements to enter into the Agreement, the dispute
     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 Palm Beach County, Florida to be selected by
               lot from six  alternatives  to be provided,  three by Yankees and
               three by Client.

          (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 Palm  Beach  County,  Florida,  to be  selected  by lot,  from  six
          alternatives  to be  provided,  in the  manner  set  forth  above  for
          selection of a mediator;

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

          (B)  If the terms of the arbitral  award do not establish a prevailing
               Party,   then  the  expenses  of   unsuccessful   mediation   and
               arbitration shall be borne by Client and by Yankees.

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

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

5.8 Benefit of Agreement.

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

5.9 Captions.

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

5.10     Number and Gender.

    All  pronouns  and any  variations  thereof  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.

5.11     Further Assurances.

    The Parties hereby agree to do, execute, acknowledge and deliver or cause to
be done,  executed,  acknowledged  or delivered and to perform all such acts and
deliver all such deeds, assignments, transfers, conveyances, powers of attorney,
assurances,  stock certificates and other documents,  as may, from time to time,
be required herein to effect the intent and purpose of this Agreement.

                               15
<PAGE>

5.12     Status.

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

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

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

5.13     Counterparts.

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

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

5.14     License.

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

     (2)  The use hereof by the Parties is authorized hereby solely for purposes
          of this  transaction  and, the use of this form of agreement or of any
          derivation  thereof  without  Yankees'  prior  written  permission  is
          prohibited. (3) This Agreement shall not be construed more stringently
          or interpreted less favorably against Yankees' based on authorship.

(B)  Each of the Parties hereby  acknowledge  that Yankees is not a law firm and
     has not provided it with any advice,  legal or  otherwise,  in  conjunction
     with this Agreement,  but rather,  has suggested that it rely solely on its
     own experience and advisors in evaluating or interpreting this Agreement.


    In Witness Whereof,  the Parties have executed this Agreement,  effective as
of the last date set forth below.

Signed, Sealed & Delivered
    In Our Presence
                                                     Equity Growth Systems, inc.

                                                       By: /s Charles J. Scimeca
                                                   Charles J. Scimeca, President
Dated: November 16, 1998

                                                      The Yankee Companies, Inc.
                                                              /s/ Leonard Tucker
                                                 Leonard Miles Tucker, President
Dated: November 24, 1998

                                       16



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