AMERINET GROUP COM INC
SUPERSEDER & SETTLEMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.53
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>SUPERSEDER & SETTLEMENT AGREEMENT
<TEXT>


Superseder & Exchange Agreement

     This Superseder & Exchange  Agreement (the "Agreement") is made and entered
into by and among AmeriNet Group.com, Inc., a publicly held Delaware corporation
with a class of  securities  registered  under Section 12(g) of the Exchange Act
("AmeriNet");  Trilogy International,  Inc., a Florida corporation  ("Trilogy");
and,  Dennis A. Berardi ("Mr.  Berardi")  and Carol A.  Berardi,  his wife (Mrs.
Berardi"),  both Florida residents (collectively "Mr. & Mrs. Berardi;" AmeriNet,
Trilogy and Mr. & Mrs. Berardi being sometimes hereinafter collectively referred
to as the "Parties" or generically as a "Party").


                                    Preamble:

     WHEREAS,  Mr. & Mrs.  Berardi  were the  promoters,  parents,  founders and
controlling  stockholders of Old Trilogy (as defined below), and currently serve
as a majority of the members of Trilogy's  board of  directors  and as Trilogy's
executive  officers,  and in such roles, on December 1, 1999,  participated in a
reorganization  involving  Old Trilogy  and a  subsidiary  of AmeriNet  (Trilogy
Acquisition")  pursuant  to Code  Section  368(a)(2)(D),  pursuant  to which Old
Trilogy was merged  into  Trilogy  Acquisition,  by  operation  of law became an
integrated  component  of a wholly owned  subsidiary  of AmeriNet and all of Old
Trilogy's  capital  stock,  being  3,217,365  shares of common stock and 744,818
shares of preferred  stock,  were converted  into  1,817,273  shares of AmeriNet
common stock,  1,051,726  shares of which were issued to Mr. & Mrs. Berardi (the
"Berardi  Shares")  and  the  balance  were  issued  to the  other  Old  Trilogy
stockholders (the "Non-Berardi Shares"); and

     WHEREAS,  AmeriNet has loaned  Trilogy  $672,051 in expansion and operating
funds  since the  Reorganization  (the  "AmeriNet  Loans")  but Trilogy has been
unable  to meet the  projections  pursuant  to which  the  AmeriNet  Loans  were
provided,  and  AmeriNet  has advised  Trilogy that it will not make any further
funds available to it; and

     WHEREAS,  without  further  funding,  Trilogy will be unable to continue in
operation and Mr. & Mrs. Berardi have requested that AmeriNet, as Trilogy's sole
current  stockholders,  permit  Trilogy to take certain  actions not  authorized
pursuant  to the  terms of the  Reorganization,  in order to permit it to obtain
$300,000  in  additional  capital  required  to attain  its  business  plans and
projections; and

     WHEREAS,  Xcel  Associates,  Inc.,  a New Jersey  corporation  ("Xcel") has
agreed to arrange for infusion of the capital required by Trilogy, provided that
AmeriNet's  equity  interest  in Trilogy is reduced to 20%,  Xcel is  provided a
19.28%  equity  interest in Trilogy,  Mr. & Mrs.  Berardi are  provided a 27.86%
equity  interest in Trilogy and a 27.86% equity  interest will be sold hereunder
to George T. Jochum and a 5% interest will be provided to Richard H.  Tanenbaum,
Attorney at Law; and,

     WHEREAS,  in order to  induce  AmeriNet  to  agree to such  actions  and to
extinguish the AmeriNet  Loans,  Trilogy and Mr. & Mrs.  Berardi have offered to
return all of the Berardi  Shares to AmeriNet if Trilogy (as defined below) will
issue them shares in Trilogy as compensation therefore; and

     NOW,   THEREFORE,   in  consideration   of  the  covenants,   promises  and
representations set forth herein, and for other good and valuable consideration,
the Parties, intending to be legally bound, hereby agree as follows:


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                                   Witnesseth:

                                    Article I
                                   Definitions

     The following terms or phrases,  as used in this Agreement,  shall have the
following meanings:

(A)      Accredited Investor:

                    An investor that meets the  requirements for treatment as an
                    accredited investor, as defined in Rule 501(a) of Commission
                    Regulation D, which provides as follows:

                    Accredited investor.

                    "Accredited investor" shall mean any person who comes within
                    any  of  the  following   categories,   or  who  the  issuer
                    reasonably  believes  comes  within  any  of  the  following
                    categories,  at the  time of the sale of the  securities  to
                    that person:

               (1)  Any bank as defined in  section  3(a)(2) of the Act,  or any
                    savings and loan association or other institution as defined
                    in  section  3(a)(5)(A)  of the Act  whether  acting  in its
                    individual  or  fiduciary  capacity;  any  broker  or dealer
                    registered pursuant to section 15 of the Securities Exchange
                    Act of 1934;  any  insurance  company  as defined in section
                    2(13) of the Act; any investment  company  registered  under
                    the Investment Company Act of 1940 or a business development
                    company as defined in section  2(a)(48)  of that Act;  Small
                    Business  Investment  Company  licensed  by the  U.S.  Small
                    Business  Administration  under section 301(c) or (d) of the
                    Small Business  Investment Act of 1958; any plan established
                    and maintained by a state,  its political  subdivisions,  or
                    any agency or  instrumentality  of a state or its  political
                    subdivisions for the benefit of its employees,  if such plan
                    has total assets in excess of $5,000,000;  employee  benefit
                    plan within the meaning of the  Employee  Retirement  Income
                    Security Act of 1974 if the investment decision is made by a
                    plan  fiduciary,  as defined  in section  3(21) of such Act,
                    which  is  either  a bank,  savings  and  loan  association,
                    insurance company,  or registered  investment adviser, or if
                    the  employee  benefit  plan has  total  assets in excess of
                    $5,000,000  or, if a  self-directed  plan,  with  investment
                    decisions   made  solely  by  persons  that  are  accredited
                    investors;

               (2)  Any  private  business  development  company  as  defined in
                    section 202(a)(22) of the Investment Advisers Act of 1940;

               (3)  Any  organization  described  in  Section  501(c)(3)  of the
                    Internal Revenue Code, corporation, Massachusetts or similar
                    business trust, or partnership,  not formed for the specific
                    purpose of  acquiring  the  securities  offered,  with total
                    assets in excess of $5,000,000;

               (4)  Any director,  executive officer,  or general partner of the
                    issuer  of the  securities  being  offered  or sold,  or any
                    director, executive officer, or general partner of a general
                    partner of that issuer;

                                     Page 6
<PAGE>

                    (5)  Any natural person whose individual net worth, or joint
                         net worth with that person's spouse, at the time of his
                         purchase exceeds $1,000,000;

                    (6)  Any  natural  person  who had an  individual  income in
                         excess of $200,000 in each of the two most recent years
                         or joint income with that person's  spouse in excess of
                         $300,000  in each of those  years and has a  reasonable
                         expectation  of reaching  the same income  level in the
                         current year;

                    (7)  Any trust,  with total assets in excess of  $5,000,000,
                         not formed for the specific  purpose of  acquiring  the
                         securities  offered,  whose  purchase  is directed by a
                         sophisticated      person     as      described      in
                         ss.230.506(b)(2)(ii); and

                    (8)  Any  entity  in  which  all of the  equity  owners  are
                         accredited investors.

(B)      Aggregate AmeriNet

         Investment:

                    All sums  invested in Trilogy by holders of the  Non-Berardi
                    Shares (the "Original  Trilogy  Investment") plus the amount
                    of the AmeriNet Loans immediately prior to the Closing.

(C)      (1)      Closing:

                    The  effectuation  of the  transactions  called  for by this
                    Agreement,  including  exchange of securities,  execution of
                    instruments, stock certificates,  stock powers, releases and
                    other documents.

         (2)      Closing Date:     The date on which the Closing takes place.

(D)      Code:             The Internal Revenue Code of 1986, as amended.

(E)      Commission:       The United States Securities and Exchange Commission

(F)      EDGAR:     The  Commission's  electronic  data  gathering and retrieval
                    system accessible by the public at the Commission's  website
                    located at http://www.sec.gov.

(G)      Exchange Act:     The Securities Exchange Act of 1934, as amended.


                                           Page 7
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(H)      Exchange   Act   Reports:

                    The reports on Commission  Forms 10-SB,  10-KSB,  10-QSB and
                    8-K and  Commission  Schedules 14A and 14C, that AmeriNet is
                    required  to file  pursuant to  Sections  13, 14,  15(d) and
                    12(g) of the Exchange Act.

(I)      Florida Act:         The Florida Securities and Investor Protection Act

(J)      Florida Rule:

                    Florida  Rule   3E-500.005,   which   provides  as  follows:
                    Disclosure requirements of Section 517.061(11)(a)3., Florida
                    Statutes.

                    (1)  Transactions  by an issuer  which do not satisfy all of
                         the  conditions  of  this  rule  shall  not  raise  any
                         presumption  that the  exemptions  provided  by Section
                         517.061(11), Florida Statutes is not available for such
                         transactions.  Attempted compliance with this rule does
                         not act as an  election;  the issuer can also claim the
                         availability of Section 517.061(11),  Florida Statutes,
                         outside this rule.

                    (2)  The determination as to whether sales of securities are
                         part of a  larger  offering  (i.e.,  are  deemed  to be
                         integrated)   depends  on  the  particular   facts  and
                         circumstances.  In determining  whether sales should be
                         regarded as part of a larger  offering  and thus should
                         be  integrated,  the facts  described in Rule 3E-500.01
                         should be considered.

                    (3)  Although  sales made  pursuant to Section  517.061(11),
                         Florida Statutes, and in compliance with this rule, are
                         exempt from the  registration  provisions  of this Act,
                         such exemption does not avoid the antifraud  provisions
                         of Sections 517.301 and 517.311, Florida Statutes.

                    (4)  The  provisions  of  this  rule  shall  apply  only  to
                         transactions  which are consummated with persons in the
                         State of Florida.

                    (5)  The requirements of Sections 517.061(11)(a)(3), Florida
                         Statutes, that each purchaser, or his representative be
                         provided  with or given  reasonable  access to full and
                         fair  disclosure of all material  information  shall be
                         deemed to be satisfied if either  paragraphs  (5)(a) or
                         (5)(b) are complied with:

                    (a)  Access  to or  Furnishing  of  Information.  Reasonable
                         access to, or the furnishing of,  material  information
                         shall be deemed to have been  satisfied if prior to the
                         sale a  purchaser  is  given  access  to the  following
                         information:

                    1.   All material books and records of the issuer; and

                    2.   All material  contracts and  documents  relating to the
                         proposed transaction; and

                    3.   An  opportunity to question the  appropriate  executive
                         officers or partners. ....

                    (6)  In  the  case  of an  issuer  that  is  subject  to the
                         reporting  requirements  of  Section 13 or 15(d) of the
                         Securities  Exchange  Act of 1934,  the  provisions  of
                         paragraph (5)(b) of this rule shall be deemed satisfied
                         by providing the following:

                    (a)  The information contained in the annual report required
                         to be filed under the  Securities  Exchange Act of 1934
                         or a  registration  statement  on Form S-1 [CCH Federal
                         Securities  Law Reporter P. 7121 ] under the Securities
                         Act  of  1933,  whichever  filing  is the  most  recent
                         required to be filed, and the information contained

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<PAGE>



                    in any  definitive  proxy  statement  required  to be  filed
                    pursuant  to Section 14 of the  Securities  Exchange  Act of
                    1934 and in any reports or documents required to be filed by
                    the  issuer  pursuant  to  Section  13(a)  or  15(d)  of the
                    Securities  Exchange  Act of 1934,  since the filing of such
                    annual report or registration statement; and

                    (b)  A brief  description of the  securities  being offered,
                         the use of the  proceeds  from  the  offering,  and any
                         material  changes in the issuer's affairs which are not
                         disclosed in the documents furnished.

(K)
         (1)      Old Trilogy:

                    Trilogy  International,  Inc., a Florida corporation with an
                    independent  existence prior to December 1, 1999,  which was
                    merged into Trilogy Acquisition.

         (2)      Trilogy:

                    Name  given to Trilogy  Acquisition,  the  corporation  that
                    survived the merger of Old Trilogy and Trilogy Acquisition.

         (3)      Trilogy Acquisition:

                    A new  corporation  organized  by  AmeriNet  solely  for the
                    purpose of effecting the acquisition of Old Trilogy and into
                    which Old Trilogy was merged.

(L)      Reorganization:

                    The  corporate   events  effected  in  reliance  on  Section
                    368(a)(2)(D)  of the  Code  which  took  place  on or  about
                    December 1, 1999, between AmeriNet,  Trilogy Acquisition and
                    Old Trilogy,  as a result of which  Trilogy  became a wholly
                    owned  subsidiary  of  AmeriNet  and the former Old  Trilogy
                    securities holders became AmeriNet securities holders.

(M)      Reorganization Agreement:

                    The  agreement  between  AmeriNet  and  all  of  the  former
                    stockholders  of Old Trilogy  closed on or about December 1,
                    1999,  pursuant  to Old  Trilogy  was  merged  into  Trilogy
                    Acquisitions  creating  Trilogy,  all  of  the  Old  Trilogy
                    securities  were  converted  into  AmeriNet  securities  and
                    Trilogy became a wholly owned subsidiary of AmeriNet, a copy
                    of the  Reorganization  Agreement having been filed with the
                    Commission at its EDGAR website.

(N)      Securities Act:            The Securities Act of 1933, as amended.

(O)      Service:                   The United States Internal Revenue Service.

(P)      All undefined  financial terms shall have the meanings ascribed to them
         by generally accepted accounting  practices,  consistently  applied, as
         modified by rules of the Commission.

(Q)      Additional  terms  characterized by initial capital letters are defined
         in this Agreement immediately following their first use.

                                   Article II
                              Operative Provisions

     Subject to the condition precedent that all actions required to be taken in
order  to  comply  with the  securities  and  other  laws of each  state  having
jurisdiction over the transactions called for under this Agreement,  the Parties
hereby agree as follows:

(A)      Mr. & Mrs. Berardi hereby agree to:

          (1)  Immediately  return all of the  Berardi  Shares to  AmeriNet,  to
               waive any obligations of any kind that AmeriNet or its affiliates
               have to them; and

                                     Page 9

<PAGE>



         (2)      Release  AmeriNet and its affiliates  from any  obligations to
                  them,  from the  beginning  of time until the  Closing on this
                  Agreement,  other than the obligations specifically undertaken
                  by AmeriNet pursuant to this Agreement; and

         (3)      Vote the proxy granted to them by AmeriNet in Section 2(B)
                  solely in the manner required by this Agreement.

         (4)      Execute  themselves if so requested  and have Xcel,  George T.
                  Jochum and Richard H. Tanenbaum  execute the Investment Letter
                  which will include an accredited investor representation,  the
                  basic  form  of  which  is  attached  hereto  subject  to such
                  inclusion and further review, prior to the transfer of Trilogy
                  Stock to them,  which  shall  include  a  statement  from each
                  stating the following:  "I (we)  acknowledge that in acquiring
                  shares of common  stock of Trilogy  International,  Inc.  (the
                  "Company"):  (i) I (we) am (are)  aware  that the  Company  is
                  insolvent and has sustained  material  operating losses;  (ii)
                  neither AmeriNet Group.com.Inc.,  The Yankee Companies,  Inc.,
                  nor any officer, director, shareholder,  affiliate, consultant
                  or agent of either  corporation has made any representation or
                  warranty to me (us)  concerning  the  Company,  its  business,
                  operations,   financial   condition,   management   or  future
                  prospects,  and I am acquiring  the common stock on an "as is"
                  basis;  and (iv) I (we) am (are) not relying  upon any oral or
                  written  statements made by any of the above parties in making
                  my (our) investment decision."

(B)  In consideration for Mr. & Mrs. Berardi's return of the Berardi Shares, the
     covenants of Trilogy set forth below and the other actions  performed or to
     be  performed  by Mr. & Mrs.  Berardi,  and  Trilogy,  as  required by this
     Agreement, AmeriNet hereby agrees to and does hereby:

         (1)      Discharge  the  Trilogy  Loans  and  hereby  transfers  eighty
                  percent (80%) of the issued and  outstanding  stock of Trilogy
                  as set forth  below in  section  B(1)(b),  with the  following
                  being the then existing facts with regard to Trilogy:

                  (a)      Be  capitalized  by Xcel  or  persons  introduced  by
                           Xcel,(the   "New   Investors")   through   an  equity
                           investment of $300,000,  $70,000 of which has already
                           been  invested  in  Trilogy by Xcel and  $225,000  of
                           which is to be  invested  by  George  T.  Jochum,  an
                           individual  introduced  by  Xcel,  for  the  interest
                           stated below; and

                  (b)      Immediately following the equity investment described
                           in  Section  2(B)(1), will  be owned in the following
                           ratio:

                           (i)      AmeriNet, 20%;

                           (ii)     Xcel or its assigns, 19.28%;

                           (iii)    Mr. & Mrs. Berardi, 27.86%(in the aggregate)
                                    it being agreed the Berardi Shares and the
                                    Berardi's 27.86% interest in Trilogy both
                                    have an agreed fair market value as of the
                                    date hereof of two hundred twenty five
                                    thousand dollars ($225,000),said amount also
                                    being equal to the cash investment and
                                    percentage ownership by George T. Jochum;
                                    and,

                           (iv)     Richard H. Tanenbaum, 5%; and,

                           (i)      George T. Jochum, 27.86% in return for his
                                    investment of $225,000 in Trilogy.

(2)  Grant Mr. & Mrs. Berardi a proxy to vote all of AmeriNet's capital stock in
     Trilogy in favor of corporate  resolutions  authorizing  and  effecting the
     actions  required and  contemplated by this Agreement,  including,  without
     limitation, the election of a new Board of Directors.

(3)  Release  Mr.  & Mrs.  Berardi  and  Trilogy  and its  affiliates  from  any
     obligations  to them,  from the beginning of time until the Closing on this
     Agreement,  other  than  the  obligations  specifically  undertaken  by the
     Berardi's pursuant to this Agreement; and

(C)  In  consideration  for the Agreements of Mr. & Mrs. Berardi and AmeriNet in
     Sections 2(A) and 2(B), Trilogy hereby agrees as follows:

                                     Page 10

<PAGE>



         (1)      It will take all actions  required by it in  order  to  assure
                  compliance with the provisions  of  Sections 2(A)  and 2(B) of
                  this Agreement;

         (2)      It will refrain  from taking any action that would  violate or
                  facilitate  the violation of any of the provisions of Sections
                  2(A) and 2(B) of this Agreement;

         (3)      It hereby waives any  obligations of any kind that AmeriNet or
                  its  affiliates  have to it,  and  releases  AmeriNet  and its
                  affiliates  from any  obligations to it, from the beginning of
                  time until the  Closing  on  this  Agreement,  other than  the
                  obligations   specifically   undertaken   by AmeriNet pursuant
                  to this Agreement.

         (4)      For a  period  of one  (1)  year  from  the  date  of  closing
                  hereunder, AmeriNet's 20% share in Trilogy will not be reduced
                  as long as the total of  equity  investments  and  investments
                  convertible  into equity  investments  in  Trilogy,  including
                  those referred to in Section2(B), does not exceed $300,000.

          (5)  (a)  If the total of new equity investments in Trilogy, including
                    those referred to in  Section2(B),  exceeds  $300,000,  then
                    AmeriNet and its designees  will have a right of first offer
                    to subscribe to equity securities or securities  convertible
                    into equity  securities  which Trilogy  intends to offer for
                    sale to be issued by Trilogy or its  successors  in interest
                    in such  amount  necessary  to  maintain  its 20%  share  of
                    Trilogy  (the  "Right  of First  Offer"),  such  right to be
                    exercised  within  five  business  days  after  receipt of a
                    notice of the intent to sell stock by  Trilogy,  such notice
                    to  include a copy of the offer  and all  related  materials
                    (the "Financing Notice").

               (b)  Exercise  of the Right of First  Offer will be  affected  by
                    tender of a notice  accepting  the offer and  closing on the
                    exercise will be in accordance with the terms of the offer.

               (c)  The failure on any  occasion to exercise  the Right of First
                    Offer shall not be a waiver of future rights thereto.

               (d)  If the Right of First  Offer is not  exercised,  Trilogy may
                    sell stock to third  party(ies) but only in accordance  with
                    the terms presented to and declined by AmeriNet.

               (e)  Nothwithstanding  the foregoing,  AmeriNet's  Right of First
                    Offer  shall  not  be  operative  or  prevent  Trilogy  from
                    adopting  an  Employee   Stock   Option  Plan  or  otherwise
                    providing  stock  options to key  contributors  of Trilogy's
                    future  operations,  and shall be limited to instances where
                    Trilogy  intends  to sell  stock or grant  stock  options to
                    raise additional cash.

                                   Article III
                      Superseder, Mutual Releases & Closing

(A)      The terms of this Agreement supersede the terms of all other agreements
         between AmeriNet,  Trilogy and Mr. & Mrs. Berardi and their affiliates,
         all of which will be henceforth null and void as if they had never been
         entered into, this Agreement being deemed a novation, settlement accord
         and satisfaction of all such prior agreements.

(B)      In  consideration  for the  exchange of covenants  reflected  above but
         excepting only the  obligations  created by this  Agreement,  AmeriNet,
         Trilogy and Mr. & Mrs.  Berardi  hereby  each  release,  discharge  and
         forgive the other,  and each of the others'  subsidiaries,  affiliates,
         members, officers,  directors,  partners, agents and employees from any
         and all liabilities, whether current or inchoate, from the beginning of
         time until the date of this Agreement.

(C)      The transactions contemplated by this Agreement, issuance of the equity
         interests in Trilogy and capitalization of Trilogy shall be effected as
         soon as possible following the execution of this Agreement,  but in any
         event, prior to June 30, 2000, and, to the extent possible, the Closing
         shall be effected  through  exchange of documents  and  instruments  in
         escrow, by next day delivery service, such documents and instruments to
         be released from escrow concurrently with confirmation by legal counsel
         to Trilogy and  Amerinet  that all  transactions  contemplated  by this
         Agreement have been completed.

                                     Page 11

<PAGE>



                                   Article IV
                               General Provisions

4.1      Interpretation.

(A)      When a reference  is made in this  Agreement  to schedules or exhibits,
         such  reference  shall be to a schedule  or  exhibit to this  Agreement
         unless otherwise indicated.

(B)      The words "include,"  "includes" and "including" when used herein shall
         be  deemed  in  each  case  to  be  followed  by  the  words   "without
         limitation."

(C)      The headings  contained in this  Agreement are for  reference  purposes
         only and shall not affect in any way the meaning or  interpretation  of
         this Agreement.

(D)      The captions in this Agreement are for  convenience  and reference only
         and in no way  define,  describe,  extend  or limit  the  scope of this
         Agreement or the intent of any provisions hereof.

(E)      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.

(F)      The Parties agree that they have been represented by counsel during the
         negotiation and execution of this Agreement and,  therefore,  waive the
         application  of any law,  regulation,  holding or rule of  construction
         providing  that  ambiguities  in an agreement or other document will be
         construed against the party drafting such agreement or document.

4.2      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 certified
         mail, return receipt requested, postage prepaid, addressed as follows:

         (1)      To AmeriNet:

                            AmeriNet Group.com, Inc.

        Crystal Corporate Center; 2500 North Military Trail, Suite 225-C;
                           Boca Raton, Florida 33431
                   Attention: Lawrence R. Van Etten, President
               Telephone (561) 998-3435, Fax (561) 998-3425; and,
                 e-mail larry@amerinetgroup.com; with copies to

                    George Franjola, Esquire; General Counsel
                            AmeriNet Group.com, Inc.
                   1941 Southeast 51st Terrace; Ocala, Florida
        34471 Telephone (352) 694-6661, Fax (352) 694-1325; and, e-mail,
                           tyclegal@atlantic.net, and

                           The Yankee Companies, Inc.
         Crystal Corporate Center; 2500 North Military Trail, Suite 225;
                           Boca Raton, Florida 33431
                   Attention: Leonard Miles Tucker, President
               Telephone (561) 998-2025, Fax (561) 998-3425; and,
                         e-mail carrington@flinet.com;

         (2)      To Trilogy:

                           Trilogy International, Inc.
               526 Southeast Dixie Highway; Stuart, Florida 34994.
                     Attention: Carol A. Berardi, President
 Telephone (561) 781-7278; fax (561) 781-7282; e-mail cberardi@trilogyonline.com



         (3)      Mr. & Mrs. Berardi:

                Mr. & Mrs. Dennis A. Berardi and Carol A. Berardi
                1050 Southwest Chapman Way; Palm City, Florida 34990
                  Telephone (561) 219-4569; Fax (561) 781-7686

         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.


                                  Page 12


<PAGE>

(B)      At the request of any Party,  notice will also be provided by overnight
         delivery,   facsimile   transmission   or  e-mail,   provided   that  a
         transmission receipt is retained.

(C)      (1)      Amerinet  acknowledge  that  the  Yankee  Companies,  Inc.,  a
                  Florida   corporation   ("Yankees")   serves  as  a  strategic
                  consultant to AmeriNet and has acted as scrivener for Amerinet
                  in this transaction but that Yankees is neither a law firm nor
                  an agency subject to any professional regulation or oversight.

         (2)      Yankees has advised Amerinet to retain  independent  legal and
                  accounting  counsel to review this  Agreement and its exhibits
                  and incorporated materials on their behalf.

         (3)      The  decision  by  Amerinet  not to use the  services of legal
                  counsel in conjunction with this  transaction  shall be solely
                  at their  own risk,  Amerinet  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.

4.3      Merger of All Prior Agreements Herein.

(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.

4.4      Survival.

         The several  representations,  warranties  and covenants of the Parties
contained herein shall survive the execution hereof and the  Reorganization  and
shall be effective  regardless of any  investigation  that may have been made or
may be made by or on behalf of any Party.

4.5      Severability.

         If any  provision or any portion of any  provision  of this  Agreement,
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 Agreement 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.

4.6      Governing Law.

         This Agreement  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).

4.7      Indemnification.

(A)      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
         Agreement or otherwise.

(B)      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.



                                     Page 13

<PAGE>

4.8      Dispute Resolution.

(A)      In any action  between  the Parties to enforce any of the terms of this
         Agreement  or  any  other  matter   arising  from  this  Agreement  any
         proceedings   pertaining  directly  or  indirectly  to  the  rights  or
         obligations  of the  Parties  hereunder  shall,  to the extent  legally
         permitted,  be held in Palm Beach County,  Florida,  and 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.

(B)      In the  event of any  dispute  arising  under  this  Agreement,  or the
         negotiation  thereof or inducements  to enter into the  Agreement,  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  Palm  Beach  County,  Florida
                         to be selected by  lot  from  six  alternatives  to  be
                         provided,  two  by  Mr. & Mrs. Berardi, two by AmeriNet
                         and two by Trilogy.

                  (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 Palm Beach County,  Florida to
                  be selected by lot, from six alternatives to be provided,  two
                  by Mr. & Mrs. Berardi, two by AmeriNet and two by Trilogy.

         (3)      (a)      Expenses of mediation shall be borne equally by the
                           Parties, 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.

4.9      Benefit of Agreement.

         The terms and  provisions of this  Agreement  shall be binding upon and
inure  to the  benefit  of the  Parties,  their  successors,  assigns,  personal
representatives,  estate, heirs and legatees but are not intended to confer upon
any other person any rights or remedies hereunder.

4.10     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 Agreement.

4.11     Counterparts.

(A)      This Agreement may be executed in any number of counterparts.

(B)      All   executed    counterparts    shall    constitute   one   Agreement
         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
         Agreement which shall be the document filed with the Commission.

4.12     License.

(A)      This  form of  agreement  is the  property  of  Yankees  and  has  been
         customized for this  transaction  with the consent of Yankees by George
         Franjola, Esquire, Yankee's general counsel.

(B)      The use  of  this form of agreement by the Parties is authorized hereby
         solely for purposes of this transaction.

                                     Page 14

<PAGE>



(C)      The use of this form of agreement or of any derivation  thereof without
         Yankees' prior written permission is prohibited.

     In Witness  Whereof,  AmeriNet,  Trilogy and Mr. & Mrs. Berardi have caused
this Agreement to be executed by themselves or their duly authorized  respective
officers, all as of the last date set forth below:

Signed, Sealed and Delivered
         In Our Presence:

                                                        AmeriNet Group.com, Inc.
_________________________________                      (A Delaware corporation)

_________________________________        By:    /s/ Lawrence R. Van Etten
                                                _____________________________
                                                Lawrence R. Van Etten, President
         (Corporate Seal)

                                          Attest:  /s/ Vanessa H. Lindsey
                                                _____________________________
                                                  Vanessa H. Lindsey, Secretary
Dated:   June 30, 2000

State of Florida           }
County of Palm Beach       } ss.:

         On this 30th day of June,  2000,  before me, a notary public in and for
the county and state aforesaid,  personally  appeared  Lawrence R. Van Etten and
Vanessa  H.  Lindsey,  to me  known,  and  known to me to be the  president  and
secretary of AmeriNet Group.com, Inc., the above-described  corporation,  and to
me  known  to  be  the  persons  who  executed  the  foregoing  instrument,  and
acknowledged  the execution  thereof to be their free act and deed, and the free
act and deed of AmeriNet  Group.com,  Inc.,  for the uses and  purposes  therein
mentioned.

         In witness whereof, I have hereunto set my hand and affixed my notarial
seal the day and year in this  certificate  first above  written.  My commission
expires the ___day of ______________, ____.

         {Seal}                                 /s/ Charles J. Scimeca
                                           --------------------------------
                                                     Notary Public

                                                     Trilogy International, Inc.
_________________________________                       (a Florida corporation)

_________________________________        By:    /s/ Carol A. Berardi
                                                _____________________________
                                                  Carol A. Berardi, President
         (Corporate Seal)

                                       Attest:  /s/ Dennis A. Berardi
                                                _____________________________
                                                    Dennis A. Berardi, CEO
Dated:   June 30, 2000

State of Florida           }
County of Palm Beach       } ss.:

         On this 30th day of June, 2000,  before me, a notary public in and for
the county and state aforesaid,  personally appeared Carol A. Berardi and Dennis
A. Berardi,  to me known, and known to me to be the president and CEO of Trilogy
International,  Inc., the above-described corporation, and to me known to be the
persons who executed the foregoing  instrument,  and  acknowledged the execution
thereof  to be their  free act and  deed,  and the free act and deed of  Trilogy
International, Inc., for the uses and purposes therein mentioned.

         In witness whereof, I have hereunto set my hand and affixed my notarial
seal the day and year in this  certificate  first above  written.  My commission
expires the ___day of _______________, ____.

         (Seal)
                                                 ----------------------------
                                                      Notary Public

                                     Page 15


<PAGE>

                                                           Mr. & Mrs. Berardi

---------------------------------
                                                /s/ Dennis A. Berardi
---------------------------------                ----------------------------
                                                     Dennis A. Berardi

---------------------------------
                                                 /s/ Carol A. Berardi
---------------------------------                ----------------------------
                                                     Carol A. Berardi

Dated:   June 30, 2000

State of Florida           }
County of Palm Beach       } ss.:

         On this 30th day of June, 2000,  before me, a notary public in and for
the county and state aforesaid,  personally appeared Dennis A. Berardi and Carol
A.  Berardi,  his wife,  to me  known,  and  known to me to be the  persons  who
executed the foregoing instrument,  and acknowledged the execution thereof to be
their free act and deed for the uses and purposes therein mentioned.

         In witness whereof, I have hereunto set my hand and affixed my notarial
seal the day and year in this  certificate  first above  written.  My commission
expires the ___day of _______________, ____.

         (Seal)
                                             ----------------------------
                                                      Notary Public

                                     Page 16

<PAGE>

                                 Exhibit 3(D)(6)
                           Form of Investment Letters

Date:

Carol A. Berardi
President
Trilogy
526 Southeast Dixie Highway
Stuart, Florida 34994

         Re.:     Trilogy Securities

Dear Madame:

         I  hereby  certify  and  warrant  that I am a  party  to  that  certain
superseder  and exchange  agreement to which a form of this letter is annexed as
an exhibit (the "Agreement"), pursuant to which I am acquiring equity securities
of Trilogy and I am providing this letter to acknowledge  certain matters and to
bind myself by certain agreements  required by Trilogy,  in order to assure that
the  issuance  of  unregistered   securities  to  me  complies  with  applicable
exemptions  from  securities  registration  requirements  provided under federal
securities laws and the securities laws of my state of domicile.

         I hereby certify that:

1.   Upon receipt of the Trilogy securities, I will be acquiring them for my own
     account  for  investment  purposes  without  any  intention  of  selling or
     distributing  all or any part  thereof.  I  represent  and  warrant  that I
     qualify as an  accredited  investor (as that term is defined in rule 501(a)
     of Regulation D promulgated  under authority of the Securities Act of 1933,
     as amended [the "Securities Act"]) and that I am sophisticated in financial
     affairs, or have relied on the advice of someone sophisticated in financial
     affairs,  and I able to bear the economic risks of this investment and I do
     not have any reason to anticipate any change in my circumstances, financial
     or otherwise, nor any other particular occasion or event which should cause
     me to sell or distribute, or necessitate or require my sale or distribution
     of the Trilogy securities. No one other than me has any beneficial interest
     in the Trilogy securities.

2.   I have  consulted with my own legal counsel who, after having been apprized
     by me of all the material facts surrounding this transaction, opined to me,
     for the benefit of Trilogy,  that this  transaction  was being  effected in
     full  compliance  with  the  applicable  securities  laws  of my  state  of
     domicile.

3.   I agree  that I will in no  event  sell or  distribute  any of the  Trilogy
     securities  unless in the opinion of Trilogy's counsel (based on an opinion
     of my legal  counsel)  the Trilogy  securities  may be legally sold without
     registration  under the Securities  Act, and/or  registration  and/or other
     qualification under  then-applicable  State and/or Federal statutes, or the
     Trilogy  securities  shall have been so registered  and/or qualified and an
     appropriate prospectus, shall then be in effect.

4.   I am fully aware that the Trilogy securities is being offered and issued by
     Trilogy to me in reliance on the exemption  provided by Section 4(6) or the
     Securities  Act which exempts the sale of securities by an issuer solely to
     accredited investors, based on my certifications and warranties.

5.   In  connection  with the  foregoing,  I consent to  Trilogy's  legending my
     certificates  representing the Trilogy securities to indicate my investment
     intent and the restriction on transfer contemplated hereby and to Trilogy's
     placing a "stop transfer" order against the Trilogy securities in Trilogy's
     securities  transfer books until the conditions set forth herein shall have
     been met.

6.   I acknowledge by my execution hereof that I have had access to Exchange Act
     Reports that contain material information concerning Trilogy's predecessor,
     Trilogy International, Inc., and to Trilogy's updated financial statements,
     business plans and  information,  books,  records and properties,  and have
     inspected  the  same to my  full  and  complete  satisfaction  prior  to my
     acquisition of the Trilogy securities.

7.   I represent  and warrant  that  because of my  experience  in business  and
     investments,  I am competent to make an informed  investment  decision with
     respect  thereto on the basis of my inspection of Trilogy's  records and my
     questioning of Trilogy's officers.

         I further  certify that my domicile is located at the address set forth
in the Agreement.

                                Very truly yours,

                           [Entity Name, if applicable
                            -------------------------
                         [Name and Title, if applicable]

                                    Signature

                                    Page 17

</TEXT>
</DOCUMENT>
