Confidentiality Agreement This agreement (the "Agreement") is made and entered into by and between Vista Vacations International, Inc., a Florida corporation (hereinafter together with its affiliates referred to as "Vista Vacations"), and Karyn McKnight, ("Ms. McKnight"), an individual hereinafter collectively referred to as the "Parties or generically as a "Party"). Witnesseth: IN CONSIDERATION FOR BEING MADE PRIVY to confidential information and being introduced to the business contacts and business operations of Vista Vacations, the Party providing the information being hereinafter generically referred to as the "Provider" and the Party receiving the information being hereinafter referred to as the "Recipient"), the Parties hereby irrevocably agree not to disclose the confidential information and or trade secrets ( 1.1 Confidentiality. (a) Ms. McKnight acknowledges that, in and as a result of his employment hereunder, he will be developing for Vista Vacation, making use of, acquiring and/or adding to, confidential information of special and unique nature and value relating to such matters as Vista Vacation 's trade secrets, systems, procedures, manuals, confidential reports, personnel resources, strategic and tactical plans, advisors, clients, investors and funders; consequently, as material inducement to the entry into this Agreement by Vista Vacation , Ms. McKnight hereby covenants and agrees that he shall not, at anytime during or following the terms of his employment hereunder, directly or indirectly, personally use, divulge or disclose, for any purpose whatsoever, any of such confidential information which has been obtained by or disclosed to him as a result of his employment by Vista Vacation, or Vista Vacation's affiliates. (b) In the event of a breach or threatened breach by Ms. McKnight of any of the provisions of this Section 1.1 Vista Vacation, in addition to and not in limitation of any other rights, remedies or damages available to Vista Vacation, whether at law or in equity, shall be entitled to a permanent injunction in order to prevent or to restrain any such breach by Ms. McKnight, or by Ms. McKnight's partners, agents, representatives, servants, employers, employees, affiliates and/or any and all persons directly or indirectly acting for or with him. 1.2 Special Remedies. In view of the irreparable harm and damage which would undoubtedly occur to Vista Vacation as a result of a breach by Ms. McKnight of the covenants or agreements contained in this Article One, and in view of the lack of an adequate remedy at law to protect Vista Vacation 's interests, Ms. McKnight hereby covenants and agrees that Vista Vacation shall have the following additional rights and remedies in the event of a breach hereof: (a) Ms. McKnight hereby consents to the issuance of a permanent injunction enjoining her from any violations of the covenants set forth in Section 1.1 hereof; and 430 (b) Because it is impossible to ascertain or estimate the entire or exact cost, damage or injury which Vista Vacation may sustain prior to the effective enforcement of such injunction, Ms. McKnight hereby covenants and agrees to pay over to Vista Vacation, in the event he violates the covenants and agreements contained in Section 1.2 hereof, the greater of: (i) Any payment or compensation of any kind received by him because of such violation before the issuance of such injunction, or (ii) The sum of One Thousand ($1,000.00) Dollars per violation, which sum shall be liquidated damages, and not a penalty, for the injuries suffered by Vista Vacation as a result of such violation, the Parties hereto agreeing that such liquidated damages are not intended as the exclusive remedy available to Vista Vacation for any breach of the covenants and agreements contained in this Article One, prior to the issuance of such injunction, the Parties recognizing that the only adequate remedy to protect Vista Vacation from the injury caused by such breaches would be injunctive relief. 1.3 Cumulative Remedies. Ms. McKnight hereby irrevocably agrees that the remedies described in Section 1.2 hereof shall be in addition to, and not in limitation of, any of the rights or remedies to which Vista Vacation is or may be entitled to, whether at law or in equity, under or pursuant to this Agreement. 1.4 Acknowledgment of Reasonableness. Ms. McKnight hereby represents, warrants and acknowledges that he has carefully read and considered the provisions of this Article One 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 Vista Vacation, its officers, directors and other employees; consequently, in the event that any of the above-described restrictions shall be held unenforceable by any court of competent jurisdiction, Ms. McKnight hereby covenants, agrees and directs such court to substitute a reasonable judicially enforceable limitation in place of any limitation deemed unenforceable and, Ms. McKnight hereby covenants and agrees that if so modified, the covenants contained in this Article One shall be as fully enforceable as if they had been set forth herein directly by the Parties. In determining the nature of this limitation, Ms. McKnight 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 this covenant not to compete be imposed and maintained to the greatest extent possible. 1.5 Unauthorized Acts. Ms. McKnight hereby covenants and agrees that he will not do any act or incur any obligation on behalf of Vista Vacation of any kind whatsoever, except as authorized by its board of directors or by its stockholders pursuant to duly adopted stockholder action. 2.1 Duration. The obligation to keep Information confidential shall expire two years from the date of the disclosure. 431 3.1 No Licenses Granted. The furnishing of any Information hereunder shall not be constructed as the granting of a licenses under any patent application as implying any obligation other than as specifically recited herein. 4.1 Governing Law & Venue. (1) This Agreement shall be governed and constructed in accordance with laws of the State of Florida (other than its conflict of law provisions) and the United States of America. (2) Venue for any proceedings arising hereunder shall be in Palm Beach County, Florida. 5.1. Attorney Fees. If any legal actions arise related to this Agreement, the prevailing Party shall be entitled to recover its court costs and reasonable attorney's fees. 6.1. Notice. (1) All notices, demands or other 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 registered or certified mail, return receipt requested, postage prepaid, addressed as follows: (2) To AmeriNet: AmeriNet Group.com, Inc. 2500 North Military Trail, Suite 225; Boca Raton, Florida 33487 Attention: Michael Harris Jordan, President Telephone (561) 998-3435, Fax (561) 998-3425; and, e-mail webmaster@amerinetgroup.com; with a copy to General Counsel AmeriNet Group.com, Inc. 1941 Southeast 51st Terrace; Ocala, Florida 34471 Telephone (352) 694-6714, Fax (352) 694-9178; and, e-mail, GRichardCh@aol.com (3) To Vista Vacations: Vista Vacations International, Inc. 5653 NW 29th Street, Margate, Florida 33063 Attention: Teri E. Nadler President Telephone (954) 975-0898, Fax (954) 957-8447; and, web site: www.Terir@Flinet.com 432 (4) To Yankees: The Yankee Companies, Inc. 2500 North Military Trail, Suite 225; Boca Raton, Florida 33487 Attention: Leonard Miles Tucker, President Telephone (561) 998-2025, Fax (561) 998-3425; and, e-mail carrington@flinet.com; (5) To Ms. McKnight: Karyn McKnight 10020 A Main Street, Bellevue, Washington 98004 Telephone (954) 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. (2) (a) 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 AmeriNet's general counsel, who has reviewed, approved and caused modifications on behalf of AmeriNet, from representing anyone other than AmeriNet in this transaction. IN WITNESS WHEREOF, the Parties have executed this Agreement, effective as of the last date set forth below. Signed, Sealed & Delivered In Our Presence The Individual Signee - ---------------------------- /s/ Karyn McKnight - ---------------------------- ------------------------ Signature Dated: March 11, 2000 Karyn McKnight ----------------------- Print name Vista Vacations International, Inc. - ---------------------------- ____________________________ By: /s/ Teri E. Nadler ______________________________ Teri E. Nadler, President (Corporate Seal) Attest: /s/ Teri E. Nadler ______________________________ Alicia Torrealba, Secretary Dated: March 11, 2000 433