Articles of Amendment
to Articles of Incorporation of
Lorilei Communications, Inc.
Pursuant to the provisions of Section 607.1006, Florida Statutes, Lorilei
Communications, Inc., a Florida corporation for profit (the "Corporation") does
hereby adopt the following articles of amendment and restatement to its articles
of incorporation, certifying as follows:
Witnesseth:
First: Amendments adopted:
(A) The following articles are hereby repealed: Articles III, IV, V and VI
(B) Article 1 is hereby renumbered as Article I.
(C) The following new articles are hereby adopted:
ARTICLE II
DURATION
This Corporation shall have perpetual existence commencing on the date of
the filing of these Articles of Incorporation with the Department of State of
Florida.
ARTICLE III
PURPOSES
This Corporation is organized for the purpose of transacting any and all
lawful business; provided, however, that it shall not:
(A) Engage in any activities that would subject it to regulation as an
investment company under the Federal Investment Company Act of 1940
(the "Investment Company Act"), as amended, unless it shall have first
qualified and elected to be regulated as a small business development
company pursuant to Sections 54 et. seq., thereof, and limits its
investment company activities to those permitted thereby; or
(B) Engage in any activities which would subject the Corporation to
regulation as a broker dealer in securities subject to regulation under
the Securities Exchange Act of 1934, as amended (the "Exchange Act") or
as an investment advisor subject to regulation under the Investment
Advisors Act of 1940, as amended (the "Investment Advisor's Act"); or
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(C) Engage in any other activities requiring the Corporation to comply with
governmental registration and supervision, unless it has completed such
registration and conducts itself in full compliance with such
supervisory requirements.
ARTICLE IV
CAPITAL STOCK
This Corporation is authorized to issue 2,000 shares of $.01 par value
common stock. Each holder of Common Stock shall be entitled to one (1) vote for
each share of such stock standing in his name on the books of the Corporation.
ARTICLE V
QUORUM FOR MEETINGS
(A) A simple majority of the shares entitled to vote, represented in person
or by proxy, shall be required to constitute a quorum at a meeting of
stockholders.
(B) A simple majority of the persons then comprising the entire membership
of the board of directors, but including all persons elected as members
of the board of directors by the stockholders who were not required to
be nominated and elected as directors pursuant to contractual
obligations, shall constitute at quorum at a meeting of the board of
directors.
ARTICLE VI
REGISTERED OFFICE, REGISTERED AGENT & PRINCIPAL
6.1 Registered Office & Registered Agent,
The street address of the registered office of this Corporation is 1941
Southeast 51st Terrace; Ocala, Florida 34471, and the name of the initial
registered agent of this corporation at such address is Vanessa H. Lindsey.
6.2 Principal Office & Mailing Address
(A) The Corporation's principal office is 7325 Southwest 32nd Street,
Ocala, Florida 34474 and its principal mailing address is Post Office
Box 770787; Ocala, Florida 34477.
(B) The Corporation's telephone number is (352)861-13508, its fax number is
(352) 861-1339 and its e-mail address is thefirm@callthefirm.com.
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ARTICLE VII
BOARD OF DIRECTORS
7.1 Initial Board of Directors
(A) This Corporation shall have two Directors initially.
(B) The number of Directors may be either increased or diminished from
time to time in the manner provided in the Bylaws, but, after May 11,
2000, shall be at least three, two of whom shall be nominees of
Lorilei's stockholders as of the close of business on May 10, 2000,
and at least one of which shall be elected by AmeriNet Group.com,
Inc., a publicly held Delaware corporation, Lorilei's stockholders as
of the opening of business on May 12, 2000 ("AmeriNet"), for so long
as and to the extent that AmeriNet is obligated to follow such
procedure by the following provisions of its reorganization agreement
with the Corporation and its stockholders dated May 11, 2000 (the
"Reorganization Agreement"):
"Subject to Lorilei's substantial compliance with its material
obligations under this Agreement, including, without limitation, those
involving provision of audited financial statements for its operations
for the time period and in the form required by Commission Regulation
S-B for purposes of material acquisitions; and, subject to continuing
compliance by Mr. & Mrs. Cunningham with their obligations under their
employment agreements with Lorilei and with their fiduciary
obligations to AmeriNet:
(A) (1) AmeriNet hereby covenants and agrees that it will maintain
membership on the board of directors of Lorilei in the following
ratio: two thirds of the members will be nominees of Mr. & Mrs
Cunningham and one third will be nominees of AmeriNet, provided
that:
(a) Lorilei cumulatively attains EBITDA during the following
fiscal periods equal to the following amounts:
1. During each quarter in the fiscal period starting on
July 1, 2000 and ending on June 30, 2001, EBITDA of
at least 70% of $125,000;
2. During each quarter in the fiscal period starting o
July 1, 2001 and ending on June 30, 2002, EBITDA of
at least 70% of $225,000; and
3. During each quarter in the fiscal period starting on
July 1, 2002 and ending on June 30, 2003, EBITDA of
at least 70% of $375,000; and
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(b) Lorilei and the Former Lorilei Stockholders must comply with
all of their obligations under this Agreement, including,
without limitation, those involving provision of audited
financial statements for Lorilei's operations for the time
period and in the form required by Commission Regulation S-B
for purposes of the Reorganization.
(2) Notwithstanding the provisions in Section 5.14(A)(1):
(a) The initial determination by AmeriNet as to the attainment
of the minimum acceptable EBITDA will not be made until two
complete fiscal quarters have passed since the Closing Date;
(b) After the first year following the Closing Date, the minimum
acceptable EBITDA may be modified periodically by unanimous
action (including the affirmative votes of all AmeriNet
nominees) of the board of directors of Lorilei; provided
that after the third year, unless new minimum acceptable
EBITDA are agreed to, the minimum acceptable EBITDA will
increase annually to 150% of the EBITDA projected for the
immediately preceding year;
(c) In the event that the right of Mr. & Mrs. Cunningham to
designate two thirds of the membership on Lorilei's board of
directors is suspended due to failure to meet the minimum
acceptable EBITDA, such right will be reinstated at such
time as the deficiency in meeting the minimum acceptable
EBITDA, on a cumulative basis, has been cured.
(d) As a continuing condition to the right of Mr. & Mrs.
Cunningham's designees on Lorilei's board of directors to
take any corporate actions, such action may not violate any
of the following restrictions or requirements and any action
not in conformity with such continuing conditions shall be
void:
1. The members of Lorilei's board of directors serving as
nominees of Mr. & Mrs. Cunningham must fully comply with
their fiduciary obligations to AmeriNet and Lorilei's
Stockholders and with applicable laws;
2. A quorum for meetings of the board of directors of Lorilei
and action by such board of directors will require the
participation of AmeriNet's nominees; provided that, if a
meeting deemed to involve material issues is adjourned due
to the inability to attain a quorum as a result of the
absence of the AmeriNet nominees, then, upon receipt of
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written notice from Lorilei's board of directors, AmeriNet
must assure that its nominees (or their successors if
AmeriNet elects to replace them) attend the reconvened
meeting, which will be held by telephone conference at a
time during a business day designated by AmeriNet within
three days after AmeriNet is provided with the written
notice of the adjourned meeting; and
3. The board of directors of Lorilei will not for so long as
Lorilei remains a subsidiary of AmeriNet, without AmeriNet's
prior written consent specifying the action authorized, be
authorized to:
A. Engage in any material change in Lorilei's business
not contemplated by the Projections;
B. Sell a material portion of Lorilei's assets outside
the normal course of business;
C. Issue any securities;
D. Authorize the borrowing of any funds or pledge of
any assets; or
E. Confess any judgment or settle any material claim
of liability."
(C) The name and address of the initial Directors of this Corporation is as
follows:
Gerald R. Cunningham: 7325 Southwest 32nd Street; Ocala, Florida 34474;
Leigh A. Cunningham: 7325 Southwest 32nd Street; Ocala, Florida 34474.
7.2 Contractual Obligation to Elect Directors:
The obligations of AmeriNet to elect members to the Corporation's Board of
Directors in the manner reflected in the Reorganized Agreement shall be complied
with in conjunction with all elections of members to the Corporation's Board of
Directors during the term of such obligations and no election in contravention
of such terms shall be valid.
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ARTICLE VIII
INCORPORATOR
The name and street address of the incorporator of this Corporation was
Gerald R. Cunningham: 7325 Southwest 32nd Street; Ocala, Florida 34474.
ARTICLE IX
AFFILIATED TRANSACTIONS
This Corporation shall not be subject to the restrictions or requirements
for affiliated transactions imposed by Sections 607.0901, Florida Statutes, as
permitted by the waiver provisions of Section 607.0901(5)(b) thereof.
Second: The Date Each Amendment Was Adopted Was May 9, 2000.
Fourth: Adoption of Amendments:
(A) The number of shares of the corporation outstanding at the time of such
adoption was 111 shares of common stock. The number of shares entitled
to vote thereon was 111 shares of common stock.
(B) The designation and number of outstanding shares of each class entitled
to vote thereon as a class were as follows:
Class Number of Shares
----- ----------------
Common 111
(C) The number of shares voted for the amendment was 111; the number of
shares voted against such amendments was 0; the number of shares
abstaining was 0; and the number of shares not represented at the
meeting in person or by proxy was 0.
(D) The number of votes cast by a majority of the holders of common stock
in favor of the amendment was sufficient for approval by the common
stock shareholders.
In Witness Whereof, the Corporation, through its duly elected, serving and
authorized president, has subscribed its name this 9th day of May, 2000.
Lorilei Communications, Inc.
By: /s/ Gerald R. Cunningham
________________________
Gerald R. Cunningham
President
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