Conversion Agreement
This Conversion Agreement (the "Agreement") is made and entered into by and
among AmeriNet Group.com, Inc., a publicly held Delaware corporation with a
class of securities registered under Section 12(g) of the Exchange Act
("AmeriNet") and, The Yankee Companies, Inc., a Florida corporation which serves
as AmeriNet's strategic consultant ("Yankees"), AmeriNet and Yankees being
sometimes hereinafter collectively referred to as the "Parties" or generically
as a "Party").
Preamble:
WHEREAS, in order for AmeriNet to more effectively organize its operations
and acquire promising operating companies, it needs to reduce its current
indebtedness and in conjunction therewith, has requested the assistance of
Yankees; and
WHEREAS, Yankees has agreed to provide such assistance by converting
$98,500 of the debt currently owed by AmeriNet to Yankees (the "AmeriNet Debt")
into equity at the rate of $0.125 per share of AmeriNet's common stock, $0.01
per share par value (the "Common Stock"):
NOW, THEREFORE, in consideration of the covenants, promises and
representations set forth herein, and for other good and valuable consideration,
the Parties, intending to be legally bound, hereby agree as follows:
Witnesseth:
Article I
Definitions
The following terms or phrases, as used in this Agreement, shall have the
following meanings:
(A) Accredited Investor:
An investor that meets the requirements for treatment as an accredited
investor, as defined in Rule 501(a) of Commission Regulation D, which
provides as follows:
"Accredited investor" shall mean any person who comes within any of
the following categories, or who the issuer reasonably believes comes
within any of the following categories, at the time of the sale of the
securities to that person:
(1) Any bank as defined in section 3(a)(2) of the Act, or any savings
and loan association or other institution as defined in section
3(a)(5)(A) of the Act whether acting in its individual or
fiduciary capacity; any broker or dealer registered pursuant to
section 15 of the Securities Exchange Act of 1934; any insurance
company as defined in section 2(13) of the Act; any investment
company registered under the Investment Company Act of 1940 or a
business development company as defined in section 2(a)(48) of
that Act; Small Business Investment Company licensed by the U.S.
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;
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(2) Any private business development company as defined in section
202(a)(22) of the Investment Advisers Act of 1940;
(3) Any organization described in Section 501(c)(3) of the Internal
Revenue Code, corporation, Massachusetts or similar business trust, or
partnership, not formed for the specific purpose of acquiring the
securities offered, with total assets in excess of $5,000,000;
(4) Any director, executive officer, or general partner of the issuer of
the securities being offered or sold, or any director, executive
officer, or general partner of a general partner of that issuer;
(5) Any natural person whose individual net worth, or joint net worth with
that person's spouse, at the time of his purchase exceeds $1,000,000;
(6) Any natural person who had an individual income in excess of $200,000
in each of the two most recent years or joint income with that
person's spouse in excess of $300,000 in each of those years and has a
reasonable expectation of reaching the same income level in the
current year;
(7) Any trust, with total assets in excess of $5,000,000, not formed for
the specific purpose of acquiring the securities offered, whose
purchase is directed by a sophisticated person as described in
ss.230.506(b)(2)(ii); and
(8) Any entity in which all of the equity owners are accredited investors.
(B) Commission: The United States Securities and Exchange Commission.
(C) Exchange Act: The Securities Exchange Act of 1934, as amended.
(D) Exchange Act Reports:
The reports on Commission Forms 10-SB, 10-KSB, 10-QSB and 8-K and
Commission Schedules 14A and 14C, that AmeriNet is required to file
pursuant to Sections 13, 14, 15(d) and 12(g) of the Exchange Act.
(E) Florida Act: The Florida Securities and Investor Protection Act.
(F) 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 shall 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.
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(4) The provisions of this rule shall 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 shall 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 shall 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
shall 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 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) Securities Act: The Securities Act of 1933, as amended.
Article II
Conversion
(A) Yankees hereby converts $98,500 of the AmeriNet Debt into shares of
AmeriNet unregistered Common Stock, at a conversion price of $0.125 per
share, the transaction being effected without registration under the
Securities Act or the Florida Act, based on the exemption from
registration provided by Section 4(6) of the Securities Act and Section
517.061(11) of the Florida Act.
(B) In consideration for Yankees' conversion of the AmeriNet Debt, AmeriNet
hereby agrees to issue to Yankees the 788,000 shares of AmeriNet'
common stock subscribed for hereby.
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(C) As a material inducement to AmeriNet's consideration of Yankees' offer
to convert AmeriNet Debts into the Yankees' shares, Yankees represents,
warrants and covenants to AmeriNet, as follows:
(1) Yankees 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 its advisors or representatives, if any, such knowledge
and experience in financial matters that Yankees is capable of
evaluating the relative risks and merits of this subscription,
the text of Rule 501(a) being set forth, in full, above;
(2) Yankees acknowledges that it has, based on 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 it in
particular;
(3) (a) Yankees understands that the offer and issuance
of AmeriNet Stock is being made in reliance on
Yankees' representation that it has reviewed
AmeriNet's Exchange Act Reports and, as a result of
its services as AmeriNet' strategic consultant, has
become familiar with the information disclosed
therein, including that contained in exhibits filed
therewith.
(b) Yankees is fully aware of the material risks
associated with becoming an investor in AmeriNet and
confirms that 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 it have been made available
to it;
(4) Yankees has had an opportunity to ask questions of and receive
answers from the officers of AmeriNet concerning the terms and
conditions of this Agreement and the transactions contemplated
hereby, as well as the affairs of AmeriNet and related
matters;
(5) Yankees has had an opportunity to obtain additional
information necessary to verify the accuracy of the
information referred to in subparagraphs (a), (b), (c) and (d)
hereof, as well as to supplement the information in the
Exchange Act Reports;
(6) Yankees has represented to AmeriNet that it has the general
ability to bear the risks of the subject transaction and that
it is a suitable investor for a private offering and Yankees
hereby affirms the correctness of such information to
AmeriNet, including, without limitation, the representations
in the form of the investment letter annexed hereto and made a
part hereof as exhibit 3(D)(6);
(7) Yankees acknowledges and is aware that:
(a) The AmeriNet Stock is a speculative investment with
no assurance that AmeriNet will be successful, or if
successful, that such success will result in payments
to Yankees or to realization of capital gains by
Yankees on disposition of the AmeriNet Stock; and
(b) The AmeriNet Stock to be issued to it has not been
registered under the Securities Act or under any
state securities laws, accordingly Yankees may have
to hold such common stock and may not be able to
liquidate, pledge, hypothecate, assign or transfer
it;
(8) Yankees has obtained its own opinion from its legal counsel to
the effect that after an examination of the transactions
associated herewith and the applicable law, no action needs to
be taken by either Yankees or AmeriNet in conjunction with
this Agreement and the issuance of the AmeriNet Stock in
conjunction therewith, other than such actions as have already
been taken in order to comply with the securities law
requirements of Yankees' state of domicile, including the safe
harbor provided in conjunction with compliance with the
Florida Rule; and
(9) (a) The certificates for the AmeriNet Stock will bear
restrictive legends and AmeriNet's transfer agent
will be instructed not to transfer the subject
securities unless they have been
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registered pursuant to Section 6 of the Securities
Act or an opinion of counsel to Yankees satisfactory
to legal counsel to AmeriNet and AmeriNet's president
has been provided, to the effect that the proposed
transaction is exempt from registration requirements
imposed by the Securities Act, the Exchange Act and
any applicable state or foreign laws.
(b) The legend shall read as follows: "The securities
represented by this certificate were issued without
registration under the Securities Act of 1933, as
amended, or comparable state laws in reliance on the
provisions of Section 4(6) of such act, and
comparable state law provisions. These securities may
not be transferred pledged or hypothecated unless
they are first registered under applicable federal,
state or foreign laws, or the transaction is
demonstrated to be exempt from such requirements to
AmeriNet's satisfaction."
(D) AmeriNet hereby confirms that the transaction effected hereby in no
manner impairs Yankees' rights under its current stock purchase warrant
entitling it to acquire 12.5% of Yankees outstanding and reserved
capital stock (the "Yankees' Warrant"), as determined immediately
following complete exercise of the Yankees' Warrant, and that this
conversion is separate from and independent of Yankees rights under the
Yankees' Warrant.
Article III
General Provisions
3.1 Interpretation.
(A) When a reference is made in this Agreement to Schedules or Exhibits,
such reference shall be to a Schedule or Exhibit to this Agreement
unless otherwise indicated.
(B) The words "include," "includes" and "including" when used herein shall
be deemed in each case to be followed by the words "without
limitation."
(C) The headings contained in this Agreement are for reference purposes
only and shall not affect in any way the meaning or interpretation of
this Agreement.
(D) The captions in this Agreement are for convenience and reference only
and in no way define, describe, extend or limit the scope of this
Agreement or the intent of any provisions hereof.
(E) All pronouns and any variations thereof shall be deemed to refer to the
masculine, feminine, neuter, singular or plural, as the identity of the
Party or Parties, or their personal representatives, successors and
assigns may require.
(F) The Parties agree that they have been represented by counsel during the
negotiation and execution of this Agreement and, therefore, waive the
application of any law, regulation, holding or rule of construction
providing that ambiguities in an agreement or other document will be
construed against the party drafting such agreement or document.
3.2 Notice.
(A) All notices, demands or other communications given hereunder shall be
in writing and shall be deemed to have been duly given on the first
business day after mailing by United States registered or certified
mail, return receipt requested, postage prepaid, addressed as follows:
(1) To AmeriNet:
AmeriNet Group.com, Inc.
Crystal Corporate Center; 2500 North Military Trail, Suite 225-C;
Boca Raton, Florida 33431
Attention: Lawrence R. Van Etten, President
Telephone (561) 998-3435, Fax (561) 998-3425; and,
e-mail [email protected];
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(2) Yankees:
The Yankee Companies, Inc.
Crystal Corporate Center; 2500 North Military Trail, Suite 225-A;
Boca Raton, Florida 33431
Attention: Leonard Miles Tucker, President
Telephone (561) 998-2025, Fax (561) 998-3425; and, e-mail [email protected];
with a copy to
Office of the General Counsel
The Yankee Companies, Inc.
1941 Southeast 51st Terrace; Ocala, Florida
34471 Telephone (352) 694-9182, Fax (352) 694-1325; and,
e-mail, [email protected].
or such other address or to such other person as any Party shall
designate to the other for such purpose in the manner hereinafter set
forth.
(B) At the request of any Party, notice will also be provided by overnight
delivery, facsimile transmission or e- mail, provided that a
transmission receipt is retained.
(C) (1) The Parties acknowledge that 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 their behalf.
(3) The decision by any Party not to use the services of legal
counsel in conjunction with this transaction shall be solely
at their own risk, each Party acknowledging that applicable
rules of the Florida Bar prevent Yankees' general counsel, who
has reviewed, approved and caused modifications on behalf of
Yankees, from representing anyone other than Yankees in this
transaction.
3.3 Merger of All Prior Agreements Herein.
(A) This instrument, together with the instruments referred to herein,
contains all of the understandings and agreements of the Parties with
respect to the subject matter discussed herein.
(B) All prior agreements whether written or oral are merged herein and
shall be of no force or effect.
3.4 Survival.
The several representations, warranties and covenants of the Parties
contained herein shall survive the execution hereof and the Reorganization and
shall be effective regardless of any investigation that may have been made or
may be made by or on behalf of any Party.
3.5 Severability.
If any provision or any portion of any provision of this Agreement,
other than one of the conditions precedent or subsequent, or the application of
such provision or any portion thereof to any person or circumstance shall be
held invalid or unenforceable, the remaining portions of such provision and the
remaining provisions of this Agreement or the application of such provision or
portion of such provision as is held invalid or unenforceable to persons or
circumstances other than those to which it is held invalid or unenforceable,
shall not be affected thereby.
3.6 Governing Law.
This Agreement shall be construed in accordance with the substantive
and procedural laws of the State of Florida (other than those regulating
taxation and choice of law).
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3.7 Indemnification.
(A) Each Party hereby irrevocably agrees to indemnify and hold the other
Parties harmless from any and all liabilities and damages (including
legal or other expenses incidental thereto), contingent, current, or
inchoate to which they or any one of them may become subject as a
direct, indirect or incidental consequence of any action by the
indemnifying Party or as a consequence of the failure of the
indemnifying Party to act, whether pursuant to requirements of this
Agreement or otherwise.
(B) In the event it becomes necessary to enforce this indemnity through an
attorney, with or without litigation, the successful Party shall be
entitled to recover from the indemnifying Party, all costs incurred
including reasonable attorneys' fees throughout any negotiations,
trials or appeals, whether or not any suit is instituted.
3.8 Dispute Resolution.
(A) In any action between the Parties to enforce any of the terms of this
Agreement or any other matter arising from this Agreement any
proceedings pertaining directly or indirectly to the rights or
obligations of the Parties hereunder shall, to the extent legally
permitted, be held in Broward County, Florida, and the prevailing Party
shall be entitled to recover its costs and expenses, including
reasonable attorneys' fees up to and including all negotiations, trials
and appeals, whether or not any formal proceedings are initiated.
(B) In the event of any dispute arising under this Agreement, or the
negotiation thereof or inducements to enter into the Agreement, the
dispute shall, at the request of any Party, be exclusively resolved
through the following procedures:
(1) (a) First, the issue shall 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; and
(b) The mediation efforts shall be concluded within ten
business days after their initiation unless the
Parties unanimously agree to an extended mediation
period;
(2) In the event that mediation does not lead to a resolution of
the dispute then at the request of any Party, the Parties
shall submit the dispute to binding arbitration before an
arbitration service located in Broward County, Florida to be
selected by lot, from four alternatives to be provided, two by
Yankees and two by AmeriNet.
(3) (a) Expenses of mediation shall be borne equally by the
Parties, if successful.
(b) Expenses of mediation, if unsuccessful and of
arbitration shall be borne by the Party or Parties
against whom the arbitration decision is rendered.
(c) If the terms of the arbitral award do not establish a
prevailing Party, then the expenses of unsuccessful
mediation and arbitration shall be borne equally by
the Parties involved.
3.9 Benefit of Agreement.
The terms and provisions of this Agreement shall be binding upon and
inure to the benefit of the Parties, their successors, assigns, personal
representatives, estate, heirs and legatees but are not intended to confer upon
any other person any rights or remedies hereunder.
3.10 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.
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3.11 Counterparts.
(A) This Agreement may be executed in any number of counterparts.
(B) All executed counterparts shall constitute one Agreement
notwithstanding that all signatories are not signatories to the
original or the same counterpart.
(C) Execution by exchange of facsimile transmission shall be deemed legally
sufficient to bind the signatory; however, the Parties shall, for
aesthetic purposes, prepare a fully executed original version of this
Agreement which shall be the document filed with the Commission in
conjunction with the contemplated filing of AmeriNet' Form 10-SB under
the Exchange Act.
3.12 License.
(A) This form of agreement is the property of Yankees and has been
customized for this transaction with the consent of Yankees.
(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.
_________________________________ (A Delaware corporation)
_________________________________ By: /s/ Lawrence R. Van Etten
Lawrence R. Van Etten, President
(Corporate Seal)
Attest: /s/ Vanessa H. Lindsey
Vanessa H. Lindsey, Secretary
Dated: June 30, 2000
State of Florida }
County of Palm Beach } ss.:
On this 30th day of June, 2000, before me, a notary public in and for
the county and state aforesaid, personally appeared Lawrence R. Van Etten 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 ___day of ______________, ____.
{Seal}
--------------------------------
Notary Public
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The Yankee Companies, Inc.
_________________________________ (a Florida corporation)
_________________________________ By: /s/ Leonard M. Tucker
Leonard Miles Tucker, President
(Corporate Seal)
Attest: /s/ Vanessa H. Lindsey
Vanessa H. Lindsey, Secretary
Dated: June 30, 2000
State of Florida }
County of Palm Beach } ss.:
On this 30th day of June, 2000, 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 the ___day of _______________, ____.
(Seal)
----------------------------
Notary Public
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Exhibit 3(D)(6)
Yankees' Investment Letter
June 30, 2000
Lawrence R. Van Etten
President
AmeriNet Group.com, Inc.
Crystal Corporate Center
2500 North Military Trail, Suite 225-C
Boca Raton, Florida 33431
Re.: Conversion of AmeriNet's Obligations for AmeriNet's Securities
Dear Sir:
I hereby certify and warrant that the Yankee Companies, Inc., a Florida
corporation for which I serve as president, is relinquishing all rights to
repayment of $98,500, together with accrued interest, owed to Yankees by
AmeriNet, Inc., a Delaware corporation ("AmeriNet") in consideration for the
issuance to Yankees of 788,000 shares of AmeriNet's Common Stock (the "AmeriNet
Stock,"). I hereby certify under penalty of perjury that upon receipt of the
AmeriNet Stock, Yankees will be acquiring it for its own account for investment
purposes without any intention of selling or distributing all or any part
thereof, except in the form of permissible distributions to its stockholders. I
represent and warrant that Yankees 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 I, on
Yankees behalf, am sophisticated in financial affairs, or have relied on the
advice of someone sophisticated in financial affairs, and Yankees is able to
bear the economic risks of this investment and I do not have any reason to
anticipate any change in Yankees' circumstances, financial or otherwise, nor any
other particular occasion or event which should cause Yankees to sell or
distribute, or necessitate or require its sale or distribution of the AmeriNet
Stock. No one other than Yankees and its stockholders has any beneficial
interest in the AmeriNet Stock.
I further certify that I have consulted with Yankees' legal counsel
who, after having been apprized by me 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, based on the exemption provided by Rule
3E-500.005 promulgated under authority of Section 517.061(11) of the Securities
Act of Florida.
I agree that Yankees will in no event sell or distribute any of the
AmeriNet Stock unless in the opinion of AmeriNet's counsel (based on an opinion
of Yankees' legal counsel) the AmeriNet Stock may be legally sold without
registration under the Securities Act, and/or registration and/or other
qualification under then-applicable State and/or Federal statutes, or the
AmeriNet Stock shall have been so registered and/or qualified and an appropriate
prospectus, shall then be in effect.
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I am fully aware that the AmeriNet Stock is 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 my certifications and warranties on behalf of
Yankees.
In connection with the foregoing, Yankees consents to AmeriNet'
legending Yankees' certificates representing the AmeriNet Stock to indicate its
investment intent and the restriction on transfer contemplated hereby and to
AmeriNet placing a "stop transfer" order against the AmeriNet Stock in
AmeriNet's securities transfer books until the conditions set forth herein shall
have been met.
I acknowledge by my execution hereof that Yankees has had access to
AmeriNet's Exchange Act Reports, books, records and properties, and have
inspected the same to my full and complete satisfaction prior to Yankees'
acquisition of the AmeriNet Stock. I represent and warrant that because of my
experience in business and investments, I am competent to make an informed
investment decision with respect thereto on the basis of my inspection of
AmeriNet's records and my questioning of AmeriNet's officers.
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 M. Tucker
Leonard Miles Tucker
President
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