Second Amendment to Reorganization Agreement among AmeriNet Group.com, Inc., Randall K. Fields, Riverview Financial Corp., and Yankees Companies, Inc.
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This amendment updates the terms of a previous reorganization agreement between AmeriNet Group.com, Inc., Randall K. Fields, Riverview Financial Corp., and Yankees Companies, Inc. It cancels a warrant for 1,000,000 AmeriNet shares in exchange for repayment of up to $60,000 in costs, to be settled by issuing AmeriNet stock at a set price. The amendment also updates attached exhibits and confirms that all other terms of the original agreement remain unchanged.
EX-2.3 4 exb_2-3.txt SECOND AMENDMENT TO REORGANIZATION AGREEMENT SECOND AMENDMENT TO REORGANIZATION AGREEMENT This Second Amendment to Reorganization Agreement ("Second Amendment") is entered into as of the 13th day of June, 2001, by and between AMERINET GROUP.COM, INC., a Delaware corporation ("AmeriNet"); and RANDALL K. FIELDS, a Utah resident, and RIVERVIEW FINANCIAL CORP., a California corporation (collectively, the "Park City Group's Participants "). RECITALS WHEREAS, AmeriNet and the Park City Group's Participants previously entered into that certain Reorganization Agreement, dated May 31, 2001, as amended on June 11, 2001 (the "Reorganization Agreement"); and WHEREAS, AmeriNet and the Park City Group's Participants desire to further amend the Reorganization Agreement as provided herein. AGREEMENT NOW, THEREFORE, in consideration of the mutual agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, AmeriNet and the Park City Group's Participants agree that the Reorganization Agreement shall be amended as follows: 1. Definitions. Terms used in this Second Amendment and not otherwise defined herein shall have the same meanings as are set forth for such terms in the Reorganization Agreement. 2. Warrants and Debt Surviving Closing. The Reorganization Agreement contemplates the survival beyond Closing of a Yankees warrant to purchase up to 1,000,000 shares of AmeriNet common stock at an exercise price of $.22 per share. The Parties agree that (a) prior to or concurrently with the Closing, Yankees will deliver said warrant to purchase up to 1,000,000 shares of AmeriNet common stock to AmeriNet and the warrant and the related agency agreement will be cancelled; (b) in consideration of the surrender and cancellation of the warrant, the repayment of amounts paid by Yankees or its affiliates, on behalf of AmeriNet, representing legal, accounting and other closing costs, up to an aggregate maximum amount of $60,000, will be an obligation of AmeriNet and will survive the Closing; and (c) subsequent to the Closing, AmeriNet will issue to Yankees or its affiliates, and Yankees or its affiliates agrees to accept in full payment of the amounts carried over and described in Subsection 2(b) hereof, a number of shares of unregistered AmeriNet common stock (rounded to the next share to avoid fractional shares) equal to such amount divided by $.17 per share, for a maximum of 352,942 shares. Any provisions of the Reorganization Agreement which are contrary to or inconsistent with the foregoing are hereby amended, and shall be construed, so as to be consistent herewith. 3. AmeriNet Exhibits. The AmeriNet's Exhibits are hereby amended in their entirety as attached hereto as Exhibit A. 4. No Other Amendment. Except as expressly amended pursuant to this Second Amendment, the terms of the Reorganization Agreement shall remain in full force and effect. 5. Counterparts. This Second Amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same document. IN WITNESS WHEREOF, the parties have executed this Second Amendment as of the date first set forth above. AMERINET GROUP.COM, INC., a Delaware corporation By: /s/ Edward Dmytryk Its: President RANDALL K. FIELDS, a Utah resident /s/ Randall K. Fields RIVERVIEW FINANCIAL CORP., a California corporation By: /s/ Randall K. Fields Its: President Section 2 of this Agreement Acknowledged and Consented to by Yankees, for itself and its affiliates YANKEES COMPANIES, INC., a Florida corporation By: /s/ Leonard Tucker Its: President EXHIBIT A AMENDED AMERINET EXHIBITS AMERINET'S EXHIBITS AMENDMENT #2 The following Exhibits are being delivered by AmeriNet pursuant to the Reorganization Agreement, dated May 31, 2001, between Randall K. Fields, a Utah resident, Riverview Financial Corp., a California corporation, and AmeriNet Group.com, a Delaware corporation (the "Reorganization Agreement"). Any information disclosed in one Exhibit shall be deemed to be disclosed in all Exhibits to which such information is applicable. References to Articles, Sections, Paragraphs, and Exhibits shall mean the Articles, Sections, Paragraphs and Exhibits of the Reorganization Agreement and/or these Exhibits. These Exhibits are incorporated by reference into and shall be deemed a part of the Reorganization Agreement. No reference in these Exhibits to any agreement or documents shall be construed as an admission or indication to any other party other than Park City Group, Inc. that such agreement or document is enforceable or currently in effect under such agreement or document. No disclosure in these Exhibits relating to any possible breach or violation of any agreement, law, or regulation shall be construed as an admission or indication to any party other than Park City Group, Inc. that any such breach or violation exists or has actually occurred. Exhibit 1.1O Consulting Agreement with Yankees A copy of the consulting agreements between Yankees and AmeriNet has been provided to Park City. Exhibit 3.2B Options & Warrants AmeriNet has established four stock option plans: (1) Non-qualified and incentive stock option plan , effective January 1, 2000; (2) Non-qualified and incentive stock option plan , effective March 8, 2000; (3) 2001 Officers' & Directors' Stock Option Plan, effective as of January 1, 2001; and (4) AmeriNet Communications, Inc. Incentive Stock Option Plan Indenture, effective as of October 1, 2000. Other options and warrants were granted pursuant to acquisitions or to current stockholders. Park City Group has been provided copies of all four plans and all warrants and award certificates. The table provides information related to the options to purchase AmeriNet's common stock as of May 31, 2001.
* Shares which were granted under the Non-qualified and incentive stock option plan, effective January 1, 2000. w means warrant, all others are options 3.2B4 Registration Rights 1. List of persons with registration rights: Debra Elenson 100,000 shares and 100,000 shares for warrants Jonathan Eichner 100,000 shares and 50,000 shares for warrants Scott Heicken 100,000 shares K. Walker, LTD. 250,001 shares Joseph D. Radcliffe 67,000 shares Hamilton, Lehrer & Dargan, P.A. 50,000 shares However, all such shares have met Rule 144 holding periods, except for the 150,000 shares reserved for warrants and the 50,000 shares for Hamilton, Lehrer & Dargan, P.A. 2. The securities that will be registered on the initial SB-2 filed post closing will include: A. Coast to Coast Realty 173,908 B. Bolina Trading Corp. SA 700,000 C. SKRD Trading Corp. 10,000 D. Vanessa H. Lindsey 90,680 E. Edward Dmytryk 16,660 F. Robert Pozner 666,680 G. K. Walker 761,346 H. Debra Elenson 836,680 I. Jonathan Eichner 816,680 J. Scott Heiken 266,680 K. Palm Air 916,914 L. Larry Holman ( .333 of his 500,000 PC shares converted to ABUY shares ) M. Debra Elenson 100,000 shares for warrant N. Jonathan Eichner 50,000 shares for warrant Exhibit 3.2C3 Financial Representations and Disclosure 3.2C3c(1): Except for the divestiture of AmeriNet's subsidiaries, as required by Park City Group, as a condition to this transaction 3.2C3c(4): Goodwill(an intangible asset) has been and will be materially reduced as a result of the divestitures of AmeriNet's subsidiaries, as required by Park City Group, as a condition to this transaction 3.2C3c(7): Except for distributions of securities as required by Park City Group, as a condition to this transaction 3.2C3c(8): Except for the sale or issuance of AmeriNet's Capital Stock which is sold or granted in the ordinary course of business. However at closing, not more than 27,300,000 shares of common stock will be outstanding. Attached are copies of the common and preferred stock ledgers used by management. 3.2C3c(9): Except for a revolving loan agreement between AmeriNet and the Yankee Companies, Inc.("Yankees"), dated May 5, 2000, and a convertible loan agreement between AmeriNet and Yankees, dated May 7, 2001. However, the revolving loan agreement has been terminated. Copies have been supplied to Park City Group, along with a copy of the termination agreement between AmeriNet and Yankees, dated May 23, 2001. The convertible loan agreement has not yet been terminated, but will be terminated at closing when the outstanding principal will be converted to AmeriNet common stock at $0.17 per share. List of Common Shares Issued from December 1998 to May 31,2001
27,300,000 total common stock outstanding (1) Section 4(2) of the Securities Act. In each case, the subscriber was required to represent that the shares were purchased for investment purposes, the certificates were legended to prevent transfer except in compliance with applicable laws and the transfer agent was instructed not to permit transfers unless directed to do so by our company, after approval by its legal counsel. In addition, each subscriber was directed to review our company's filings with the Commission under the Exchange Act and was provided with access to our company's officers, directors, books and records, in order to obtain required information. (2) Section 4(6) of the Securities Act. In each case, the subscriber was required to represent that the shares were purchased for investment purposes, the certificates were legended to prevent transfer except in compliance with applicable laws and the transfer agent was instructed not to permit transfers unless directed to do so by our company, after approval by its legal counsel. Each subscriber was directed to review our company's filings with the Commission under the Exchange Act and was provided with access to our company's officers, directors, books and records, in order to obtain required information; and, a Form D reporting the transaction was filed with the Commission. (3) Section 4(1 1/2 ) of the Securities Act. The transaction involved a private sale of restricted securities under the exemption commonly referred to as the Section 4 1 1/2 exemption. The recipient receives restricted securities but, if obtained from a person not deemed a control person under Commission Rule 144, the recipient is permitted to "tack the transferor's holding period" for purposes of Commission Rule 144. (4) No commissions or discounts were paid to anyone in conjunction with the sale of the foregoing securities, except that Yankees exercised preferential subscription rights granted by our company in Yankees' consulting agreement or that it may be entitled to compensation based on the terms of its consulting agreement with our company. (5) Part of a private placement of 1,750,000 shares of our company's common stock required to raise emergency capital for our company and to induce Yankees to provide services to our company and recruit officers and directors while its consulting agreement with our company was being negotiated. The shares were allocated by Yankees among its stockholders and their families and to three individuals who agreed to serve as members of our company's board of directors (one of whom who also agreed to serve as our company's secretary and general counsel). Consideration was an aggregate of $35,000. (6) Reimbursement for 50,000 shares transferred by the Calvo Family Spendthrift Trust to Carrington Capital Corp., at the request of Edward Granville-Smith, Jr., then our company's sole executive officer and director, in partial consideration for its agreement to assist our company. (7) Consulting assistance pertaining to resumption of trading in our company's securities, including preparation of required disclosure information pursuant to Commission Rule 5c2-11, coordinating with market makers in filing Form 15c2-11 with the NASD and general business advice and assistance. (8) Shares issued to G. Richard Chamberlin, Esquire, a member of our company's board of directors as well as its secretary and general counsel, as additional consideration for services rendered in conjunction with preparation of our company's Form 10-KSB for the year ended December 31, 1998. (9) The shares were issued in a settlement with William A. Calvo, III, for services and related costs provided between 1995 and 1998, prior to the creation of Yankees. The original balance due was approximately $150,000 but the terms of the settlement were not consistent with representations made by our company in conjunction with other transactions at the time. As a result, our company agreed to adjust the compensation by issuance of 150,000 shares of its common stock, originally valued by our company and Mr. Calvo at $3,000, with the remaining balance due being written off in the interests of preserving our company's future business prospects. Mr. Calvo, as a principal of Yankees, had assigned his rights to such shares to Yankees which was responsible for the decision to write-off the remaining balance due. During our company's latest audit, the value was adjusted to $24,000 based on the average of the bid and offering price for our company's common stock ($0.16) on February 18, 1999, the date the agreement was amended, and thereafter, based on comments by the Commission's staff, the difference between the amount owed and such fair market value ($126,000) was treated as additional capital contributed to our company by Mr. Calvo. (10) Shares of common stock issued to former stockholders of American Internet who were officers or directors thereof in exchange for their American Internet shares and to Yankees and its designees pursuant to the terms of its consulting agreement with our company in consideration for its role in arranging the acquisition (after material reductions based on American Internet's failure to meet its performance projections and inaccuracies in certain pre-acquisition representations by American Internet's management). (11) Shares issued to Xcel in lieu of interest on a $75,000 loan (15,000 shares) and to Yankees for having pledged 35,000 shares of our company's common stock as security for such loan (7,000 shares). (12) Shares issued to Internet Stock Trading School pursuant to the terms of the Equipment Purchase Agreement (13) On November 12, 1999, WRI was merged into American Internet with all of WRI's capital stock canceled and converted into 531,000 shares of our company's's common stock. In addition, the former WRI stockholders were granted the right to receive up to 150,000 additional shares of our company's common stock, based on WRI's performance over a three year period. 500,380 shares were returned by Michael Caputa pursuant to the terms of a settlement agreement. (14) Pursuant to the terms of its consulting agreement with our company, Yankees was entitled to compensation in an amount equal to 10% of the consideration received by the former WRI stockholders, for its services in arranging for the acquisition of WRI. As contemplated in its consulting agreement, a portion of such compensation was assigned by Yankees to persons who provide it with assistance in performing its services. In addition, Yankees voluntarily assigned 6,231 shares to Lynn Popitti, a former stockholder in American Internet. (15) Shares issued in exchange for all of Trilogy's capital stock, 1,105,726 of the shares returned by Mr. and Mrs. Berardi pursuant to the terms of a settlement agreement. (16) Pursuant to the terms of its consulting agreement with our company, Yankees was entitled to compensation in an amount equal to 10% of the consideration received by the former Trilogy stockholders, for its services in arranging for the acquisition of Trilogy, half of which was assigned by Yankees to Robert Harris Pozner in consideration for his assistance in conjunction with the acquisition. (17) On May 31, 2000, our company entered into a settlement agreement with Xcel Associates, Inc. A copy of the settlement agreement was filed as an exhibit to a current report on Form 8-K filed with the Commission on June 15, 2000 (18) Shares of common stock issued to Gerald A. and Leigh A. Cunningham, former stockholders of Lorilei who were officers or directors thereof, in exchange for their Lorilei shares and to Yankees and its designees pursuant to the terms of its consulting agreement with our company in consideration for its role in arranging the acquisition. A portion of the shares are being held by Yankees as escrow agent (114,504 shares) and by Bruce Brashear, Esquire as escrow agent (80,916 shares). Pursuant to the terms of its consulting agreement with our company, Yankees is entitled to compensation in an amount equal to 10% of the consideration received by the former Lorilei stockholders, for its services in arranging for the acquisition of Lorilei, of which was assigned by Yankees to others. (19) On December 11, 1998, Mr. Scimeca received options to purchase 200,000 shares of our company's common stock, at an exercise price of $0.02 per share as his only compensation from our company for services in all capacities. Mr. Scimeca transferred all of his rights to our company's securities, including those reflected in this table, to Palmair, Inc., a Bahamian corporation, with an address at 55 Frederick Street, Box CB-13039; Nassau, Bahamas ("Palmair"). Chrisje Gentis-VerMeulen, an individual with an address at Brouwrij 8; Breukelen (UTR) 3621, The Netherlands ("Ms. Gentis-VerMeulen"), is listed as the record stockholder and director of Palmair. The option was exercised by Palmair, Inc. on April 8, 2000. (20) At the issuers request, Yankees converted $98,5000 of debt to equity ( a total of 788,000 shares of common stock ). A portion of the 788,000 shares received by Yankees was given to persons by Yankees. (21) Option to purchase 12.5% of our company's outstanding and reserved capital stock (including all securities convertible into capital stock) outstanding or reserved, measured immediately following exercise of the option, in consideration for an aggregate of $90,000. The option was originally granted during November of 1998 and covered 10% of our company's outstanding or reserved common stock only, with the exercise price being $60,000. It was granted as a portion of consideration granted to Yankees under its consulting agreement with our company, in exchange for Yankees agreement to forego hourly and document licensing fees for a period of 365 days. During November of 1999, our company requested that the consulting agreement be renegotiated to extend for another year the waiver of Yankees' hourly and document licensing fees and in conjunction with the resulting amendment, the current terms were adopted. The amendment was disclosed in a report on Commission Form 8-K filed by our company on December 16, 1999. The number of shares issuable cannot be determined with certainty, The transaction and option agreement are more fully described in our company's report on Form 10-QSB for the quarter ended September 30, 1998, its Form 10- KSB for the years ended December 31, 1998 and June 30, 1999, and the report on Form 8-K filed on December 16, 1999. It has been assumed that the option will cover 2,500,000 shares since only 20,000,000 shares of common stock are authorized; however, the number may be different based on the actual number of outstanding and reserved shares of capital stock. (actual certificate was for 2,484,752 shares) List of Preferred Shares Issued as of May 15, 2001
0 shares outstanding * certificate numbers 11, 12, 13, 19 are all voided and cancelled. (1) Section 4(2) of the Securities Act. In each case, the subscriber was required to represent that the shares were purchased for investment purposes, the certificates were legended to prevent transfer except in compliance with applicable laws and the transfer agent was instructed not to permit transfers unless directed to do so by our company, after approval by its legal counsel. In addition, each subscriber was directed to review our company's filings with the Commission under the Exchange Act and was provided with access to our company's officers, directors, books and records, in order to obtain required information. (2) Section 4(6) of the Securities Act. In each case, the subscriber was required to represent that the shares were purchased for investment purposes, the certificates were legended to prevent transfer except in compliance with applicable laws and the transfer agent was instructed not to permit transfers unless directed to do so by our company, after approval by its legal counsel. Each subscriber was directed to review our company's filings with the Commission under the Exchange Act and was provided with access to our company's officers, directors, books and records, in order to obtain required information; and, a Form D reporting the transaction was filed with the Commission. (3) Section 4(1 1/2 ) of the Securities Act. The transaction involved a private sale of restricted securities under the exemption commonly referred to as the Section 4 1 1/2 exemption. The recipient receives restricted securities but, if obtained from a person not deemed a control person under Commission Rule 144, the recipient is permitted to "tack the transferor's holding period" for purposes of Commission Rule 144. (4) Converted preferred shares to Common. Exhibit 3.2C4 Comment Letters from the Securities & Exchange Commission The company received a notice from the Securities and Exchange Commission on March 15, 2001, suggesting that an S-3 would be inappropriate to file: "because we (AmeriNet) failed to meet the requirements for the use of this form, specifically General Instruction 1.B.3." Park City Group has been provided a copy of the letter from the Commission. Exhibit 3.2E Pending & Threatened Litigation AmeriNet is not aware of any threatened litigation, except that one of its directors, J. Bruce Gleason has refused to sign a termination and settlement agreement based on the following allegation, which management refutes: J. Bruce Gleason, a member of AmeriNet's board through an acquisition, indicated that he feels he is owed approximately $32,000 from AmeriNet. Ed Dmytryk showed existing documents and information pertaining to this claim and the Board determined that there was no cause for the Board to settle. However a compromise was offered and Mr. Gleason refused the compromise. A copy of the letter from Bruce Gleason's attorney and his partner, Mr. Umile, have been provided to Park City Group. AmeriNet, Inc., a Delaware corporation, owns the trademark for AmeriNet, AmeriNet and Design. In August of 1999, AmeriNet, Inc. threatened action if AmeriNet Group.com, Inc. continued using the abbreviated form of AmeriNet in its communication. In April of 2001, Ed Dmytryk, talked to both AmeriNet, Inc's lawyer and president and discussed the pending acquisition of Park City Group. The president of AmeriNet, Inc. indicated that if the acquisition took place there would be no further action on their behalf as long as AmeriNet Group.com, Inc.'s name changed, as agreed to by Park City Group. A copy of the letter from AmeriNet, Inc's lawyer has been provided to Park City Group. AmeriNet of Michigan, a Michigan corporation, owns the trademark for AmeriNet In December of 1999, AmeriNet of Michigan assured AmeriNet Group.com, Inc. that they would continue to monitor the situation and will take appropriate action to protect its rights if any actual confusion occurs between our company and their company. A copy of the letter from AmeriNet of Michigan's lawyer has been provided to Park City Group. Exhibit 3.2F Tax Obligations and Liens 1. The exceptions apply to AmeriNet only and not to its subsidiaries since there will be no subsidiaries at closing, however some of AmeriNet's subsidiaries have not filed tax returns. (ie. Lorilei Communications, Inc. & and AmeriNet Communications, Inc. ) 2. AmeriNet's tax returns for 1999 and 2000 were filed in April of 2001. 3. Payroll taxes to the IRS for the 2nd quarter will need to be paid up to the date of closing. Exhibit 3.2H Liabilities & Obligations 1. There is a liability to officers and consultants to issue approximately 635,575 shares of common stock. 2. All outstanding options and warrants as reflected in Exhibit 3.2B should be considered a liability 3. All outstanding registration rights as reflected in Exhibit 3.2B4 should be considered a liability 4. A copy of the consulting agreement between Funds America Finance Corporation and AmeriNet has been provided to Park City. The only AmeriNet obligation that will survive closing is the obligation to provide a shareholders list. 5. A copy of the consulting agreement between PriMed Technologies, Inc., AmeriNet and Liberty Transfer Co. has been provided to Park City. The only AmeriNet obligation that will survive closing is the obligation to provide a shareholders list. 6. Liability to pay Liberty Transfer Co. for services as transfer agent. 7. All tax obligations reflected in Exhibit 3.2F should be considered a liability. 8. Payroll to employees will be paid up to the date of closing. 9. Contract with Hamilton Lehrer & Dargan, P.A. 10. Contract with Jericho Capital Corp. 11. A claim from Bruce Gleason to pay him $32,000 and return 930,000 shares of AmeriNet's common stock. See Exhibit 3.2E Litigation. 12. Liability to pay in shares of AmeriNet's common stock at $0.17 per share, $30,000 to the Calvo Family Spendthrift Trust. (Yankees affiliates) 13. Liability to pay in shares of AmeriNet's common stock at $0.17 per share, $30,000 to the Tucker Family Spendthrift Trust. (Yankees affiliates) Exhibit 3.2J Leases AmeriNet has no leases. Exhibit 3.2K2 Insurance Policies and Fidelity Bonds AmeriNet has no insurance policies or fidelity bonds. Exhibit 3.2L Contracts and Commitments (i) Except as set forth below AmeriNet is not a party and has not been a party for a period of at least one year to any collective bargaining agreement or contract with any labor union: Not Applicable (ii) Except as set forth below AmeriNet is not a party and has not been a party for a period of at least one year to any bonus, pension, profit sharing, retirement, or other form of deferred compensation plan: - - *Non-Qualified Stock Option & Stock Incentive Plan, 2000, effective January 1, 2000with award certificates - - *Non-Qualified Stock Option & Stock Incentive Plan, 2000, effective March 8, 2000 Filed on 10/22/99 10-KSB - - *Non-Qualified Stock Option & Stock Incentive Plan, 2001, effective January 1, 2001 with award certificates - - AmeriNet Communications, Inc. Stock Option Plan, effective October , 2000 Filed on 01/05/01 8-K - - Agreement to Adopt Stock Option Plan, dated 12/22/00 Filed 12/21/00 8-K - - Corporate Director Agreement - Cantley, David K., dated 12/21/00 filed on 01/05/01 8-K - - Corporate Director Agreement - Chamberlin, Richard, dated 12/21/00 filed on 01/05/01 8-K - - Corporate Director Agreement - Champion, Charles, dated 12/21/00 filed on 01/05/01 8-K - - Corporate Director Agreement - Dmytryk, Edward, dated 12/21/00 filed on 01/05/01 8-K - - Corporate Director Agreement - Gleason, Bruce, dated 12/21/00 filed on 01/05/01 8-K - - Corporate Director Agreement - Joffe, Anthony, dated 12/21/00 filed on 01/05/01 8-K - - Corporate Director Agreement - Lindsey, Vanessa, dated 12/21/00 filed on 01/05/01 8-K - - Corporate Director Agreement - Van Etten, Larry, dated 12/21/00 filed on 01/05/01 8-K - - Corporate Director Agreement- Wilson, Douglas, dated 12/21/00 filed on 01/05/01 8-K - - *Common Stock Purchase Warrant - Cantley, David K, dated 06/26/00 - - *Common Stock Purchase Warrant - Cantley, David K., dated 04/03/01 - - *Common Stock Purchase Warrant - Jordan, Michael, dated 06/26/00 - - *Common Stock Purchase Warrant - Lipson, Saul B., dated 06/26/00 - - *Common Stock Purchase Warrant - Lindsey, Vanessa H., dated 06/26/00 - - *Common Stock Purchase Warrant - Van Etten, Lawrence, dated 06/26/00 (iii) Except as set forth below AmeriNet is not a party and has not been a party for a period of at least one year to any medical insurance or similar plan or practice, whether formal or informal: Not applicable (iv) Except as set forth below AmeriNet is not a party and has not been a party for a period of at least one year to any contract for the employment of any officer, employee, or other person on a full-time or consulting basis or relative to severance pay or change-in-control benefits for any such person: - - *Agreement with PriMed Technologies, Inc, AmeriNet and Liberty, dated 5/30/01 - - Consulting Agreement with Market Force, Inc. - dated 4/26/01 - - Strategic Consulting Agreement with Yankee Companies - dated 12/29/00 Filed 01/05/01 8-K - - Consulting Agreement, Amended - Yankees, dated 11/23/99 Filed 12/12/99 8-K - - Consulting Agreement - Funds America, dated 08/04/99 Filed 12/31/98 10-KSB - - Contract of Service Agreement-Trinity Venture, dated 03/26/01 - - Corporate Information Service Agreement - Scimeca, Charles, dated 03/06/01 - - Corporate Information Service Agreement - Wall Street Watch, dated 03/13/01 - - Corporate Secretary Agreement - Lindsey, Vanessa, dated 01/11/00 Filed 01/05/01 8-K - - Director & Officer Superseder & Settlement Agreement - Cantley, David - - Director & Officer Superseder & Settlement Agreement - Chamberlin, dated 04/26/01 - - Director & Officer Superseder & Settlement Agreement - Dmytryk, dated 04/09/01 - - Director & Officer Superseder & Settlement Agreement - Franjola, dated 04/26/01 - - Director & Officer Superseder & Settlement Agreement - Lindsey, dated 04/06/01 - - Director & Officer Superseder & Settlement Agreement - Van Etten, dated 04/10/01 - - Director & Officer Superseder & Settlement Agreement - Wilson, dated 04/11/01 - - Employment Agreement - Cantley, David, dated 02/17/00 until 06/30/01 Filed 10/13/00 10-K - - Employment Agreement- Jordan, Michael, dated 08/19/99 Filed 08/24/99 8-K - - Employment Agreement- Van Etten, Lawrence, dated 05/22/00,Filed105130/00 8-K - - Retainer Letter Agreement - Chamberlin, dated 03/13/01 (v) Except as set forth below AmeriNet is not a party and has not been a party for a period of at least one year to any agreement or indenture relating to the borrowing of money in excess of $2,000 or to mortgaging, pledging or otherwise placing a lien on any assets of AmeriNet which has a fair market value in excess of $5,000 in the aggregate: - - Convertible Loan Agreement, dated 5/7/01 - - Loan & Security Agreement - The Yankee Companies, dated 05/05/00 Filed 05/15/00 10-QSB - - Full Recourse Secured Promissory Note - Yankees, dated 05/05/00 Filed 05/15/00 10-QSB - - Promissory Note - AmeriNet/Lorilei, dated 10/12/00 Filed 11/02/00 8-K - - Promissory Note-AmeriNet/ PriMed, dated 01/17/01 (vi) Except as set forth below AmeriNet is not a party and has not been a party for a period of at least one year to any guaranty of any obligation for borrowed money or otherwise, other than endorsements made for collection: - - Convertible Loan Agreement, dated 5/7/01 - - Loan & Security Agreement - The Yankee Companies, dated 05/05/00,Filed 05/15/00 10-QSB - - Full Recourse Secured Promissory Note - Yankees, dated 05/05/00, Filed 05/15/00 10-QSB (vii) Except as set forth below AmeriNet is not a party and has not been a party for a period of at least one year to any lease or agreement under which it is lessor of, or permits any third party to hold or operate, any property, real or personal: Not applicable (viii) Except as set forth below AmeriNet is not a party and has not been a party for a period of at least one year to any contract or group of related contracts with the same party for the purchase of products or services, under which the undelivered balance of such products and services has a purchase price in excess of $2,000: Not applicable (ix) Except as set forth below AmeriNet is not a party and has not been a party for a period of at least one year to any contract or group of related contracts with the same party for the sale of products or services, under which the undelivered balance of such products and services has a sales price in excess of $2,000: Not applicable (x) Except as set forth below AmeriNet is not a party and has not been a party for a period of at least one year to any franchise agreement: Not applicable (xi) Except as set forth below AmeriNet is not a party and has not been a party for a period of at least one year to any other agreement material to AmeriNet's business or not entered into in the ordinary course of business: - - Agreement to Assign Claims - Yankees/AmeriNet, dated 05/04/01 - - Assignment of Claims, dated 05/04/01 - - Assignment and Transfer of Bankruptcy Claim #18, dated 05/04/01 - - Assignment and Transfer of Bankruptcy Claim #20, dated 05/04/01 - - Cisco Reseller Agreement, dated 02/09/01 - - Conversion Agreement - Blue Lake Capital Corp, dated 02/28/01 filed on 05/15/01 10-Q - - Conversion Agreement - Blue Lake Capital Corp, dated 03/31/01 filed on 05/15/01 10-Q - - Conversion Agreement - Blue Lake Capital Corp., dated 04/10/01 filed on 05/15/01 10-Q - - Conversion Agreement - Calvo Family Spendthrift Trust, dated 03/01/01 filed on 05/15/01 10-Q - - Conversion Agreement - Calvo Family Spendthrift Trust, dated 03/31/01 filed on 05/15/01 10-Q - - Conversion Agreement - Calvo Family Spendthrift Trust, dated 04/01/01 filed on 05/15/01 10-Q - - Conversion Agreement - Calvo Family Spendthrift Trust, dated 04/24/01 filed on 05/15/01 10-Q - - Conversion Agreement - Calvo Family Spendthrift Trust, dated 04/27/01 filed on 05/15/01 10-Q - - Conversion Agreement - Calvo Family Spendthrift Trust, dated 05/07/01 filed on 05/15/01 10-Q - - Conversion Agreement - K. Walker, LTD., dated 08/15/00 filed on 05/15/01 10-Q - - Conversion Agreements - Tucker, Lenny, dated 01/29/01 filed on 05/15/01 10-Q - - Conversion Agreement - Yankees, dated 06/30/00 filed on 05/15/01 10-Q - - Conversion Agreement - Yankees, dated 08/15/00 filed on 05/15/01 10-Q - - Conversion Agreement - Yankees, dated 10/05/00 filed on 05/15/01 10-Q - - Conversion Agreement - Yankees, dated 11/13/00 filed on 05/15/01 10-Q - - Conversion Agreement - Yankees, dated 12/05/00 filed on 05/15/01 10-Q - - Conversion Agreement - Yankees, dated 01/31/01 filed on 05/15/01 10-Q - - Conversion Agreement - Yankees, dated 01/31/01 filed on 05/15/01 10-Q - - Conversion Agreement - Yankees, dated 02/28/01 filed on 05/15/01 10-Q - - Conversion Agreement - Yankees, dated 02/28/01 filed on 05/15/01 10-Q - - Conversion Agreement - Yankees, dated 03/31/01 filed on 05/15/01 10-Q - - Conversion Agreement - Yankees, dated 03/31/01 filed on 05/15/01 10-Q - - Conversion Agreement-Yankees, dated 4/30/01 filed on 05/15/01 10-Q - - Conversion Agreement-Yankees, dated 5/31/01 filed on 05/15/01 10-Q - - License Agreement - Yankees, dated 02/09/00 Filed 12/31/99 10-Q - - License Agreement, Amendment - Yankees/WRI, dated 04/16/01 Filed 04/30/01 8-K - - License Transfer Agreement, dated April 16, 2001 - - Reorganization Agreement - Lorilei, dated 05/11/00 Filed 05/30/00 8-K - - Recission Agreement - Vista Vacation, dated 07/12/00 Filed 08/15/00 8-K - - Settlement Agreement - Frontline Processing, dated 04/15/01 - - Subscription Agreement - Bolina Trading Corp.,dated 07/04/00 Filed on 05/15/01 - - Subscription Agreement - Bolina Trading Corp.,dated 07/07/00 Filed on 05/15/01 - - Subscription Agreement - Bolina Trading Corp.,dated 07/27/00 Template filed on 05/15/01 - - Subscription Agreement - Franjola, George, dated 06/06/00 - - Subscription Agreement - Franjola, John, dated 06/05/00 - - Subscription Agreement - K. Walker, Ltd., dated 06/07/00 - - Subscription Agreement - K. Walker, Ltd., dated 06/07/00 - - Subscription Agreement - Palmair, Inc., dated 08/30/00 Filed on 05/15/01 8-KSB - - Subscription Agreement - Van Etten, Lawrence, dated 06/08/00 - - Subscription Agreement - Van Etten, Linda, dated 06/08/00 - - Subscription Agreement - Van Etten, Lawrence and Linda, dated 06/08/00 - - Subscription Agreement - The Yankee Companies, dated 06/16/00 - - Superseder & Exchange Agreement - Trilogy, dated 06/30/00 Filed 07/17/00 8-K - - Superseder & Exchange Agreement - WRI, dated 01/26/01 Filed 02/08/01 8-K - - Superseder & Settlement Agreement - Xcel, dated 05/31/00 Filed 06/15/00 8-K - - Superseder and Termination Agreement -Yankees, dated 5/25/01 - - Warrant Agreement, Amended - Elenson, Debra , dated 5/22/01 - - Warrant Agreement, Amended - Eichner, Jonathan - dated May 23, 2001 - - Warrant Agreement - The Yankee Companies, dated 11/23/99 Filed 05/11/01 8-K - - Warrant Agreement, Amended Supplement, dated 04/30/01 Filed 05/11/01 8-K - - Warrant Agreement, Yankees, dated 5/2/01, as amended as of June 13, 2001 - - Warrant Agency Agreement, Yankees/Liberty, dated 5/25/01, as amended as of June 13, 2001 - - Weekly Stock Picks.com, dated 03/07/01 - - Letter of Intent, dated 12/13/00 - - *Hamilton Lehrer & Dargan, P.A. - *Jericho Capital Corp. * This agreement will remain in effect after the closing of the Park City Group/AmeriNet reorganization. Exhibit 4.3C Consents 1. A copy of the annual stockholders meeting minutes, dated December 21, 2001, have been provided to Park City. 2. A copy of the Board minutes dated May 18, 2001, have been provided to Park City. 3. See exhibit 3.2L for a copy of the termination agreement between AmeriNet and Yankees. Exhibit 5.2D Legal Opinion
