Strategic Consulting Agreement
This Consulting Agreement (the "Agreement") is made and entered into by
and between AmeriNet Group.com., 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, AmeriNet Group.com., Inc. desires to enter into a new
strategic consulting agreement with Yankees, replacing the agreement
in place since November 24, 1999 (the "Old Agreements"); and
Whereas, Yankees is agreeable to such change, provided that its rights
to AmeriNet Class A Options are not negatively affected thereby :
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 acknowledged, the Parties,
intending to be legally bound, hereby agree as follows:
Witnesseth:
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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").
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(B) During the Term of this Agreement (as hereinafter defined), Yankees
shall provide the Client with the Services, on a reasonable, as
required basis, consistent with Yankees's other business activities.
(C) Because of the Client's status under federal securities laws, in any
circumstances where Yankees is describing the securities of the Client
to a third Party, Yankees shall disclose to such person the
compensation received from the 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 the 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 the Client or otherwise
obtained by it with respect to the 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" departments of licensed securities firms, etc.;
accordingly, Yankees agrees that it will not release any information
or data about the 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 the Client, all
efforts on behalf of the Client, including all dissemination of
information regarding the Client, immediately upon receipt of
instructions (in writing by fax or letter) to that effect from the
Client.
1.4 Consultant's Compensation
(A) 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 the Client's specific request and, the service of Yankees'
directors, Messrs. William A. Calvo, III, and Leonard Miles Tucker,
will be
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provided at the fixed rate of $10,000 per month, in the aggregate,
payment for which will be deferred and accrued until adequate funds
become available or this Agreement is terminated, whichever shall
first occur.
(B) 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 the
Client on terms more beneficial than those reflected in the
Client's current principal financing agreements, copies of which
are included among the 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 lowest price
at which such securities are offered to any other person for
the subject equity securities, if they are issuable as free
trading securities, or, a discount of 50% from the lowest
price at which such securities are offered to any other
person 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 the Client,
then, on any sales resulting therefrom, Yankees shall be entitled
to a commission equal to 10% of the gross income derived by the
Client therefrom, on a continuing basis.
(3) In the event that Yankees or any affiliate thereof arranges for
an acquisition by the 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.
(C) Client will assure that its legal counsel promptly prepares all reports
which then existing holders of the 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 the
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.
(D) (1) In addition to payment of fees, the Client will be responsible
for payment of all costs and disbursements associated with
Yankees's services either:
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(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 the Client; or
(c) Approved in writing by the Client; provided, however, that
the refusal by the 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 the
Client agrees to pay interest thereon at the monthly rate of 1%.
(4) In the event collection activities are required, the 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 the Client
and Yankees.
(E) (1) The rights to Class A Options, as well as rights to all other
accrued but unpaid compensation under the Old Agreements, shall
survive the entry into this Agreement and are hereby ratified and
confirmed, in accordance with their terms immediately prior to
execution of this Agreement.
(2) AmeriNet hereby confirms and acknowledges that Yankees has fully
complied with its obligations under the Old Agreements, that all
of Yankees rights thereunder are fully vested, and that all
compensation payable thereunder has been fully earned.
(3) Nothing in this Agreement shall be deemed to affect the
obligation of AmeriNet to Yankees under their revolving loan
agreement, entered into on or about May 5, 2000 or Yankee rights
as a creditor and secured creditor of AmeriNet and its
subsidiaries.
1.5 Client's Commitments
(A). (1) All work requiring legal review will be submitted for approval by
the Client to the Client's legal counsel prior to its use.
(2) Final drafts of any matters prepared for use by Yankees in
conjunction with the
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provision of the Services will be reviewed by the Client and, if
legally required, by the 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 the Client and, if
required, the 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
the 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.
(B) (1) The Client shall supply Yankees on a regular and timely basis
with all approved data and information about the Client, its
management, its products, and its operations and the 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) The 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) The 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) The 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 the Client
acknowledges its awareness that Yankees will rely on such
continuing representation in performing its functions under this
Agreement.
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(5) Yankees, in the absence of notice in writing from the Client, may
rely on the continuing accuracy of material, information and data
supplied by the Client.
ARTICLE TWO
TERM, RENEWALS & EARLIER TERMINATION
2.1 Term
This Agreement shall be for an initial term of 365 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 the 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 the Client all records, manuals and written procedures, as
may be desired by the Client for the continued conduct of its business;
and
(B) The 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.
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 the Client's
trade secrets, systems, procedures, manuals, confidential reports;
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consequently, as material inducement to the entry into this Agreement
by the 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, the Client, in addition to and not
in limitation of any other rights, remedies or damages available to
the 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 the 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 the Client's interests, Yankees hereby
covenants and agrees that the 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 the Client or its clients may sustain
prior to the effective enforcement of such injunction, Yankees hereby
covenants and agrees to pay over to the 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 the 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 the 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 the Client
and its clients from the injury caused by such breaches would be
injunctive relief.
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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 the Client and its clients are or may be entitled
to, whether at law or in equity, under or pursuant to this Agreement.
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 the 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 unenforce able 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 the 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) The Client acknowledges that, in and as a result of its engagement of
Yankees, the 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, the Client hereby
covenants and agrees that it shall not, at
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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 the 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 the
Client, or by the 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.
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 the 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, the Client hereby
covenants and agrees that Yankees shall have the following additional rights and
remedies in the event of a breach hereof:
(A) The 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, the 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.
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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) The 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, the Client hereby covenants, agrees and directs such
court to substitute a reasonable judicially enforceable limitation in
place of any limitation deemed unenforceable and, the 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, the 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.
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:
2500 North Military Trail, Suite 225; Boca Raton, Florida 33431
Telephone (561) 998-3435; Fax (561) 998-4635
Attention: Leonard Miles Tucker, President
and
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1941 Southeast 51st Terrace; Ocala, Florida 34471
Telephone (352) 694-9179; Fax (352) 694-9178
Attention: Vanessa H. Lindsey, Chief Administrative Officer
To Client:
AmeriNet Group.com, Inc.
At such address, telephone and fax numbers
as are reflected on the SEC's EDGAR Internet site;
Attention: Edward Dmytryk, 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 herein above
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
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than those to which it is held invalid or unenforceable, shall not be affected
thereby.
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 the 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.
(a) If the terms of the arbitral award do not establish a
prevailing Party, then the expenses of unsuccessful
mediation and arbitration shall be borne 1/2 by the Client
and 1/2 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.
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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.
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.
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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
AmeriNet Group.com, Inc.
----------------------------
____________________________ By: /s/ Edward Dmytryk
Edward Dmytryk, President
Dated: _____________________
The Yankee Companies, Inc.
----------------------------
____________________________ By: /s/ Leonard Miles Tucker
Leonard Miles Tucker, President
Dated: _____________________
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