CONSULTING AGREEMENT
CONSULTING AGREEMENT dated as of March 3, 2000 between PINNACLE BUSINESS
MANAGEMENT, INC., a Nevada corporation, ("PCBM"), on the one hand, and M.
XXXXXXX XXXXXX ("Xxxxxx"), XXXXX X. XXXXXXXX ("Xxxxxxxx"), VI XXX ("Xxx"),
XXXXX XXXXXXX ("Xxxxxxx"), and XXXXXX XXXXXXXXX ("Xxxxxxxxx", and, together
with Xxxxxx, Lebrecht, Bui, and Xxxxxxx, the "Consultants"), on the other hand.
WHEREAS:
A. Consultants have agreed to render consulting services with regard to
the negotiation and completion of a stock exchange between PCBM and the majority
shareholder of MAS Acquisition XIX Corp., an Indiana corporation (the "MAS XIX
Shareholder").
B. In the event PCBM is able to complete the Stock Exchange with the
MAS XIX Shareholder, PCBM wishes to compensate Consultants for their consulting
services.
NOW THEREFORE, it is agreed:
1. Stock Compensation. PCBM shall pay and cause to be issued to the
Consultants a consulting fee of 1,500,000 shares of common stock of PCBM (the
"Shares") immediately upon the execution of a stock exchange agreement with the
MAS XIX Shareholder. Such shares shall be subject to registration by PCBM on
Form S-8 within 7 days of PCBM closing on the stock exchange agreement with the
MAS XIX Shareholder. The Consultants agree to prepare and file the S-8
Registration Statement at their sole expense. The parties agree that the value
of the Shares is equal to 50% of the closing bid price on the date of this
Agreement. The shares shall be issued as follows: 873,500 to Xxxxxx, 238,000
to Lebrecht, 178,500 to Xxx, 70,000 to Xxxxxxx, and 140,500 to Xxxxxxxxx.
2. Miscellaneous. This Agreement (i) shall be governed by the laws of
the State of California; (ii) may be executed in counterparts each of which
shall constitute an original; (iii) shall be binding upon the successors,
representatives, agents, officers and directors of the parties; and (iv) may not
be modified or changed except in a writing signed by all parties.
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This Consulting Agreement has been executed as of the date first above
written.
PINNACLE BUSINESS MANAGEMENT, INC.
/S/ Xxxxxxx Xxxxx Xxxx
____________________________________________________
By: Xxxxxxx Xxxxx Xxxx, President
CONSULTANTS
/s/ M. Xxxxxxx Xxxxxx
____________________________________________________
M. Xxxxxxx Xxxxxx
/s/ Xxxxx X. Xxxxxxxx
____________________________________________________
Xxxxx X. Xxxxxxxx
/s/ Vi Xxx
____________________________________________________
Vi Xxx
/s/ Xxxxx Xxxxxxx
____________________________________________________
Xxxxx Xxxxxxx
/s/ Xxxxxx Xxxxxxxxx
____________________________________________________
Xxxxxx Xxxxxxxxx
