AGREEMENT
This agreement is entered into this 30th day of May 2001 is by and amongst
PriMed Technologies, Inc. ("PriMed"), AmeriNet Xxxxx.xxx, Inc. ("AmeriNet"), the
Yankee Companies, Inc. ("Yankees"), Park City Group, Inc. ("Park City") and
Liberty Transfer Company ("Liberty")
WHEREAS, PriMed, Yankees and AmeriNet entered into a consulting agreement
dated January 16, 2001 (the "Agreement"); and
WHEREAS, AmeriNet and Park City are entering into a Reorganization
Agreement which will result in the change of control of AmeriNet to the Park
City shareholders; and
WHEREAS, the parties wish to clarify the responsibilities of each as a
result of the AmeriNet/Park City transaction;
NOW THEREFORE, in consideration of the mutual covenants contained herein it
is agreed:
1. All services to be provided under the Consulting Agreement shall
be provided by Yankee. AmeriNet's sole responsibility will be to
provide PriMed with a copy of its shareholder list for the sole
and exclusive purpose of determining the identity of AmeriNet
shareholders who are to receive a distribution of PriMed shares.
2. The identity of the shareholders entitled to receive PriMed
common stock will be shareholders owning AmeriNet shares of
common stock prior to AmeriNet's acquisition of Park City
determined as of the day that the registration statement for
PriMed is declared effective by the Securities and Exchange
Commission.
3. For the purposed set forth above, Liberty is hereby irrevocably
authorized to make the AmeriNet shareholder list available to
PriMed.
4. Park City Group and/or AmeriNet will take no action to in any way
to hinder PriMed from securing the names of the AmeriNet
shareholders and making any stock distributions.
5. Subject to the above, each of the parties hereto, releases the
other from any liability of any kind or nature arising from
execution of the Agreement.
6. This Agreement has been prepared by Xxxxxxx X. Xxxxx, P.A. Xx.
Xxxxx has performed work for AmeriNet and PriMed. Each has been
advised to seek independent counsel in connection with this
matter. Each waives any potential conflict of interests.
This Agreement entered into the date set forth above.
AmeriNet Xxxxx.xxx, Inc.
/s/ Xx Xxxxxxx, President
Xx Xxxxxxx
The Yankee Companies, Inc.
/s/ Xxxxxxx Xxxxxx, President
Xxxxxxx Xxxxxx
PriMed Technologies, Inc.
/s/ Xxxx Xxxxxxxxx, President
Xxxx Xxxxxxxxx
Liberty Transfer Companies
/s/ Xxxx Xxxxxxx, President
Xxxx Xxxxxxx
Park City Group, Inc.
/s/ Xxxxxxx X. Xxxxxx, President
Xxxxxxx X. Xxxxxx
This agreement shall not be binding until all parties have signed.
