Second Amendment &
Supplement to Reorganization Agreement
This second amendment & supplement to the reorganization agreement (the
"Second Amendment" and the "Agreement,: respectively) closed on by the following
defined Parties on June 25, 1999, is now made and entered into by and among
AmeriNet Group.com, Inc., a Delaware corporation with a class of securities
registered under Section 12 of the Securities Exchange Act of 1934, as amended,
formerly operating as Equity Growth Systems, inc. ("AmeriNet" and the "Exchange
Act," respectively); American Internet Technical Center, Inc., a Florida
corporation now wholly owned by AmeriNet ("American") and, Messrs. J. Bruce
Gleason, a Florida resident ("Mr. Gleason") and Michael D. Umile, a Florida
resident ("Mr. Umile;" Mr. Gleason and Mr. Umile being sometimes collectively
hereinafter referred to together as "Messrs. Gleason and Umile"; AmeriNet,
American and Messrs. Gleason and Umile being sometimes hereinafter collectively
referred to as the "Parties" and each being sometimes hereinafter generically
referred to as a "Party").
Preamble:
WHEREAS, Messrs. Gleason and Umile have determined that it is in their best
interests, as well as those of AmeriNet and American Internet, if new management
is appointed for American Internet and Messrs. Gleason and Umile are excused
from the obligations imposed upon them under their employment agreements with
American Internet; and
WHEREAS, AmeriNet and American Internet are willing to release Messrs.
Gleason and Umile from such responsibilities, provided that they return all but
300,000 (an aggregate of approximately 932,756 shares) of AmeriNet's common
stock issued to them pursuant to the terms of the Agreement, as first amended by
the Parties, on or about August 25, 1999 (hereinafter referred to as the Amended
Agreement") in consideration for an aggregate of $48,000 payable over a six
month period, that all of the additional shares contingently issuable pursuant
to the Amended Agreement be deemed irrevocably relinquished and that Mr. Gleason
continue to serve as a member of AmeriNet's board of directors and that Mr.
Umile continue to make his services available to American Internet as a
consultant; and
WHEREAS, such terms are agreeable to Messrs. Gleason and Umile:
NOW, THEREFORE, in consideration of the premises, as well as the mutual
covenants hereinafter set forth, the Parties, intending to be legally bound,
hereby amend and supplement the Reorganization Agreement, as follows:
Witnesseth:
Article One
Amendments & Supplements
The Parties hereby amend & supplement the Agreement and the Amended
Agreement, in all manners required to reflect the following changes in the terms
thereof:
A. The Parties hereby agree to modify the provisions pertaining to the shares
of AmeriNet common stock (the "AmeriNet Stock") to be exchanged for all of
American capital stock (the "American Stock"), as follows:
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1. Messrs. Gleason and Umile hereby sell to AmeriNet all of the shares of
AmeriNet common stock they received in exchange for their capital
stock in American Internet for $48,000 (the "Redemption Price"), other
than:
(A) The 250,000 shares heretofore sold by them to the Yankee
Companies, inc., a Florida corporation ("Yankees"); and
(B) 300,000 shares to be retained by them, 150,000 by Mr. Gleason and
150,000 shares by Mr. Umile;
2. The Redemption Price shall be payable in six equal monthly
installments of $8,000, $4,000 to Mr. Gleason and $4,000 to Mr. Umile,
the first installment to be tendered concurrently with the delivery by
Messrs. Gleason and Umile of the certificates for the AmeriNet common
stock being redeemed, in proper form for redemption with medallion
signature guarantees, and each subsequent installment to be tendered
on the next monthly anniversary thereof;
3. All shares of AmeriNet Stock issued to Messrs. Gleason and Umile other
than those being retained by Messrs. Gleason and Umile as provided in
this Second Amendment shall be immediately returned to AmeriNet for
cancellation.
4. All agreements between Messrs. Gleason and Umile and American Internet
are hereby terminated and, as consideration for the release of Messrs.
Gleason and Umile from their employment obligations to American
Internet:
(A) Neither AmeriNet nor American Internet shall have any further
liabilities to Messrs. Gleason, Umile or their affiliates,
predecessors or successors in interest, or any liabilities to any
or all of the foregoing for any reason other than those created
by this second Amendment; all other obligations beings deemed
merged herein and extinguished hereby, this Second Amendment
constituting a novation thereof; and
(B) The shares of AmeriNet common stock currently reserved for
issuance as additional shares exchanged for the American Internet
capital stock (the "Additional Exchange Shares") predicated on
American Internet's attaining the annual net, pre-tax profit
thresholds set forth in the Agreement and the Amended Agreement
are hereby released from such reservation and shall not be issued
as contemplated, all rights thereto being hereby irrevocably
relinquished.
B. The ratio of seats on American's board of directors allocated to designees
of Messrs. Gleason and Umile shall be reduced from 1/2; of all such seats
to none, except as determined by AmeriNet, in its sole discretion, and
Messrs. Gleason and Umile hereby resign, effective immediately, as
employees, officers and directors of American Internet.
C. Messrs. Gleason's and Umile hereby agree, jointly and severally, to make
their services available to AmeriNet and American Internet on a full time
basis for two weeks following the execution of this agreement and its
contemporaneous closing, without payment of any fees therefor for purposes
of assuring a smooth transition in management, subject to the following
qualifications;
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1. Mr. Gleason shall not be required to participate actively in the
affairs of American Internet but rather, he shall remain as a member of
AmeriNet's board of directors and provide his consulting services in such
capacity;
2. Mr. Umile shall provide his services directly to American Internet,
assisting such officers or other personnel as may be appointed by American
Internet to operate and expand its business as originally contemplated by
AmeriNet, or as AmeriNet may deem appropriate in conjunction with its own
strategic plans, provided that he will not be available during the five day
period immediately following execution of this Second Amendment and that if
his services are required for longer than two weeks after he becomes
available, on a material basis, Mr. Umile and American Internet will
negotiate in good faith for reasonable compensation.
D. Nothing in this Second Amendment shall be deemed to deprive Ms. Lyn Poppiti
or Mr. and Mrs. Theodore Gill of the shares of AmeriNet's common stock
heretofore issued to them.
E. All obligations of AmeriNet in the Reorganization Agreement, the Amended
Agreement or any agreements ancillary thereto are merged in this Second
Amendment and except as specified herein, shall be of no further force or
effect.
F. American Internet's status as a wholly owned subsidiary of AmeriNet shall
not be affected by any of the provisions of this Second Amendment.
G. At the election of AmeriNet, the Lock Up & Voting Agreement entered into by
a number of AmeriNet's officers, directors and principal stockholders for
the benefit of Messrs. Gleason and Umile prior to June 25, 1999 (the
"Voting Agreement"), and subsequently amended, may be terminated or
modified, and Messrs. Gleason and Umile hereby release all signatories
thereto from their obligations to them or to any persons for whom they
acted as attorneys-in-fact in conjunction with the Agreement, the Amended
Agreement or the Voting Agreement.
Article Two
Miscellaneous
2.1 Amendment.
No modification, waiver, amendment, discharge or change of this Second
Amendment shall be valid unless the same is evinced by a written instrument,
subscribed by the Party against which such modification, waiver, amendment,
discharge or change is sought.
2.2 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 unaudited
mail, return receipt requested, postage prepaid, addressed as follows:
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To AmeriNet:
AmeriNet Group.com, Inc.
902 Clint Moore Road, Suite 136-C; Boca Raton, Florida 33487
Attention: Michael Harris Jordan, President
Telephone (561) 998-3435, Fax (561) 998-3425; and,
e-mail carrington@flinet.com;; with a copy to
G. Richard Chamberlin, Esquire;
General Counsel AmeriNet Group.com, Inc.
14950 South Highway 441; Summerfield, Florida 34491
Telephone (352) 694-6714, Fax (352) 694-9178; and,
e-mail, grichard@atlantic.net.
To Messrs. Gleason and Umile:
At such addresses as they provide AmeriNet's transfer agent for such purpose.
To American Internet:
American Internet Technical Center, Inc.
440 East Sample Road; Pompano Beach, Florida 33056
Attention: Michael Harris Jordan, Acting President.
Telephone (954) 943-4748; Fax (954) 943-4046; e-mail aitc2@bellsouth.net
To Yankees:
The Yankee Companies, Inc.
902 Clint Moore Road, Suite 136; Boca Raton, Florida 33487
Attention: Leonard Miles Tucker, President
Telephone (561) 998-2025, Fax (561) 998-3425; and,
e-mail carrington@flinet.com;
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) (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) Because of the inherent conflict of interests involved, Yankees
has advised all of the Parties to retain independent legal and
accounting counsel to review this Second Amendment and its
exhibits and incorporated materials on their behalf.
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 Part
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.
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2.3 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.
2.4 Survival.
The several representations, warranties and covenants of the Parties
contained herein shall survive the execution hereof and the Closing hereon and
shall be effective regardless of any investigation that may have been made or
may be made by or on behalf of any Party.
2.5 Severability.
If any provision or any portion of any provision of this Second Amendment,
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 Second Amendment 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.
2.6 Governing Law.
This Second Amendment shall be construed in accordance with the substantive
and procedural laws of the State of Delaware (other than those regulating
taxation and choice of law) but 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.
2.7 Indemnification.
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 Second Amendment or otherwise. 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.
2.8 Dispute Resolution.
(a) In any action between the Parties to enforce any of the terms of this
Second Amendment or any other matter arising from this Second Amendment,
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.
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(b) In the event of any dispute arising under this Second Amendment, or the
negotiation thereof or inducements to enter into the Amendment, 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 six alternatives to be provided, one by Yankees, two by
AmeriNet, one by American and one by each of Messrs. Gleason and
Umile.
(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 six alternatives to be provided, one by Yankees, two by
AmeriNet, one by American and one each by Messrs. Gleason and
Umile.
(3)(A) Expenses of mediation shall be borne by American, 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.
2.9 Benefit of Second Amendment.
The terms and provisions of this Second Amendment shall be binding upon and
inure to the benefit of the Parties, their successors, assigns, personal
representatives, estate, heirs and legatees.
2.10 Captions.
The captions in this Second Amendment are for convenience and reference
only and in no way define, describe, extend or limit the scope of this Second
Amendment or the intent of any provisions hereof.
2.11 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.
2.12 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 Second Amendment.
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2.13 Status.
Nothing in this Second Amendment shall be construed or shall constitute a
partnership, joint venture, employer-employee relationship, lessor-lessee
relationship, or principal-agent relationship.
2.14 Counterparts.
(a) This Second Amendment may be executed in any number of counterparts.
(b) All executed counterparts shall constitute one Amendment 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 Second
Amendment which shall be the document filed with the Commission.
2.15 License.
(a) This Second Amendment is the property of Yankees and the use hereof by the
Parties is authorized hereby solely for purposes of this transaction.
(b) The use of this form of Amendment or of any derivation thereof without
Yankees' prior written permission is prohibited.
(c) This Second Amendment shall not be construed more strictly against any
Party as a result of its authorship.
IN WITNESS WHEREOF, the Parties have caused this Second Amendment to be
executed effective as of the date last set forth below.
Signed, sealed and delivered
In Our Presence:
AmeriNet Group.com, Inc.
- ---------------------------------
/s/ Michael H. Jordan
_________________________________ By: ________________________________
Michael Harris Jordan, President
(Corporate Seal)
/s/ G. Richard Chamberlin
Attest: --------------------------------
G. Richard Chamberlin, Secretary
Dated: October 15, 1999
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American Internet Technical Center, Inc.
- ---------------------------------
/s/ J. Bruce Gleason
_________________________________ By: _______________________________
J. Bruce Gleason, President
(Corporate Seal)
/s/ Michael D. Umile
Attest: ______________________________
Michael D. Umile, Secretary
Dated: October 15, 1999
Messrs. Gleason and Umile
- ---------------------------------
/s/ J. Bruce Gleason
- --------------------------------- ------------------------------
J. Bruce Gleason
Dated: October 15, 1999
- ---------------------------------
/s/ Michael D. Umile
- --------------------------------- ------------------------------
Michael D. Umile
Dated: October 15, 1999
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