EXHIBIT 99.2
SECURED PROMISORY NOTE
June 6th, 2001 AMOUNT: $510,000.00
1. FOR VALUE RECEIVED, Carrington Capital Corp., a Florida corporation
(the "Maker") hereby agrees to pay to AmeriNet Group.com, Inc., or to order, at
Crystal Corporate Center, 2500 North Military Trail, Suite 225-C, Boca Raton,
Florida 33431 or at such other place as the holder hereof may designate in
writing from time to time, the sum of FIVE HUNDRED TEN THOUSAND AND NO/100
DOLLARS ($510,000.00) in installment as hereinafter provided, together with
interest on the unpaid principal balance from the date hereof until paid at the
rate of TEN PERCENT (10%) per annum, Principal shall be paid in three
installments, together with interest accrued to the date of payment, as follows:
On or before July 25, 2001, the sum of $170,000.00:
On or before August 25, 2001, the sum of $170,000.00
On or before September 25, 2001, the sum of $170,000.00
2. All payments shall be credited first to accrued and unpaid interest
and then to principal or other amounts owing pursuant hereto. Maker may prepay
any portion of the principal of this note without penalty at any time.
3. This note is secured by a Pledge Agreement, of even, date, & copy of
which is attached hereto as Exhibit A, pursuant to which Maker has granted the
holder a security interest in certain AmeriNet Group. com, Inc. common stock.
4. The occurrence of any of the following shall be an event of default
("Event of Default") hereunder.
(a) failure to make any payment as herein provided within five (5) days
of the date due:
(b) the assignment or attempted assignment of the Maker's obligations
under this notes, other than as provided in Section 10.
(c) the occurrence of an Event of Default under the Pledge Agreement.
5. Upon the occurrence of any Event of Default, the unpaid principal
and interest hereof, at the sole option of the holder, shall at once become due
and payable, and the holder shall have the remedies and may cancel shares of
pledged stock as provided in the Pledge Agreement. No delay or omission on the
part of the holder in exercising any right under this Note or under the Pledge
Agreement shall operate as a waiver of such right.
6. The liability of Make for payment of principal and interest under
this Note shall
-1-
be limited to the stock pledged pursuant to the Pledge Agreement. The holder
agrees not to seek or obtain any deficiency or personal judgment or decree
against the Maker, except such judgment or decree as may be necessary to obtain
or cancel the Maker's interest in the pledged stock.
7. The Maker waives presentment, presentment, demand, protest, notice
of protest, notice of dishonor and notice of nonpayment.
8. If any provision of this note is held to be invalid or unenforceable
by a court of competent jurisdiction, the other provisions of this note shall
remain in full force and effect.
9. This obligation shall be construed pursuant to the laws of the state
of Florida. By entering into this agreement the parties agree to be bound by the
jurisdiction of the Florida courts with venue for any dispute in Palm Beach
County, Florida.
10. This note may be assigned in whole or in part to a transferee of
all of the pledged under the Pledge Agreement, provided that any assignee shall
assume the Maker's obligations under the Pledge Agreement and shall execute an
amended or replacement pledge agreement in from satisfactory to the holder and
its legal counsel. Any assignment of the note must be in compliance with any
applicable federal or state securities laws.
This Secured Promissory Note is secured this 18th day of June, 2001.
MAKER: WITNESS:
CARRINGTON CAPITAL CORP.
By: /s/ Leonard Tucker /s/ Nancy Molinari
------------------------- ----------------------------
Name: Leonard Tucker Secretary
Title: President
Exhibit A
SECURED PROMISORY NOTE
September 25, 2001 AMOUNT: $510,000.00
1. FOR VALUE RECEIVED, Carrington Capital Corp., a Florida corporation
(the "Maker") hereby agrees to pay to AmeriNet Group.com, Inc., or to order, at
Crystal Corporate Center 2500 North Military Trail, Suite 225-C, Boca Raton,
Florida 33431 or at such other place as the bolder hereof may designate in,
writing from time to time, the sum, of FIVE HUNDRED TEN THOUSAND AND NO/lOO
DOLLARS ($510,000.00) in installments as hereinafter provided, together with
interest on the unpaid principal balance from the date hereof until paid at the
rate of TEN PERCENT (10%) per annum. Principal shall be paid in three
installments, together with interest accrued to the date of payment, as follows:
0n or before October 25, 2001, the sum of $170,000.00
On or before November 25, 2001, the sum of $170,000.00
On or before December 25, 2001 the sum of $170,000.00
2. All payments shall be credited first to accrued and unpaid interest
and then to principal or other amounts owing pursuant hereto. Maker may prepay
any portion of the principal of this note without penalty at anytime.
3. This note is secured by a Pledge Agreement of even date, a copy of
which is hereto as Exhibit A, pursuant to which Maker has granted the holder a
security interest in certain AmeriNet Group. com, Inc. common stock.
4. The occurrence of any of the following shall be an event of default
("Event of Default") hereunder:
(a) failure to make any payment as herein provided within five (5) days
of the date due;
(b) the assignment or attempted assignment of the Maker's obligation
under this note, other than as provided in Section 10.
(c) the occurrence of an Event of Default under the Pledge Agreement.
5. Upon the occurrence of any Event of Default, the unpaid principal
and interest hereof, at he sole option of the holder, shall at once become due
and payable, and the holder shall have the remedies and may cancel shares of
pledged stock as provided in the Pledge Agreement. No delay or omission on the
part of the holder in exercising any right under this Note or under the Pledge
Agreement shall operate as a waiver of such right.
6. The liability of Maker of payment of principal and interest under
this Note shall
-3-
be limited to the stock pledged pursuant to the Pledge Agreement The holder
agrees not to seek or obtain any deficiency or personal judgment or decree
against the Maker, except such judgment or decree as may be necessary to obtain
or cancel the Maker's interest in the pledged stock.
7. The Maker waives presentment, demand, protest, notice of protest,
notice of dishonor and notice of nonpayment.
8. If any provision of this note is held to be invalid or unenforceable
by a court of competent jurisdiction, the other provisions of this note shall
remain in full force and effect.
9. This obligation shaft be construed, pursuant to the laws of the state
of Florida. By entering into this agreement the parties agree to be bound by
the jurisdiction of the Florida courts with venue for any dispute in Palm Beach
County, Florida.
10. This note may be assigned in whole or in part to a transferee of
all of the stock pledged under the Pledge Agreement provided that any assignee
shall assume the Maker's obligations under the Pledge Agreement and, shall
execute an amended or replacement pledge agreement in form satisfactory to the
holder and its legal counsel. Any assignment of the note must be in compliance
with any applicable federal or state securities laws.
This Secured Promissory Note is executed this 5th day of June, 2001
MAKER: WITNESS:
CARRINGTON CAPITAL CORP.
By: /s/ Leonard Tucker /s/ Nancy Molinari
------------------------- ----------------------------
Name: Leonard Tucker Secretary
Title: President
-4-