M. H. MEYERSON & CO., INC.
                                  Founded 1960
                         Brokers & Dealers in Securities
                                  Underwriters
                              Newport Office Tower
          525 Washington Blvd., P.O. Box 260 Jersey City, NJ 07303-0260
               201-459-9500  -- 800-888-8118 --- Fax 201-459-9521


Mr.  Jeff  Turino
Chief  Executive  Officer
Pinnacle  Business  Management,  Inc.
2963  Gulf  to  Bay,  Suite  265
Clearwater,  FL  33759

Dear  Mr.  Turino:

     THIS  AGREEMENT  (the  "AGREEMENT")  is  made as of August 18, 1999 between
Pinnacle  Business  Management, Inc. ("PINNCLE") NASDAQ symbol; "PCBM", and M.H.
Meyerson  &  Co.,  Inc.  ("MEYERSON").

     In  consideration of the mutual covenants contained herein and intending to
be  legally  bound  thereby,  PINNACLE  and  MEYERSON  hereby  agree as follows:

          1.   MEYERSON  will  perform   investment   banking  services,   on  a
               non-exclusive  basis,  for  PINNACLE on the terms set forth below
               for a period of five years from the date  hereof.  Such  services
               will be  performed  on a best  efforts  basis  and will  include,
               without   limitation,   assistance   to   PINNACLE   in  mergers,
               acquisitions,  and internal capital structuring and the placement
               of new debt and equity  issues of PINNACLE all with the objective
               of accomplishing PINNACLE's business and financial goals. In each
               instance,  MEYERSON shall endeavor, subject to market conditions,
               to  assist  PINNACLE  in  identifying  corporate  candidates  for
               mergers and acquisitions and sources of private and institutional
               funds;  to provide  planning,  structuring,  strategic  and other
               advisory  services to PINNACLE;  and to assist in negotiations on
               behalf of PINNACLE.  MEYERSON will have the option to perform all
               financings  to be done by PINNACLE for as long as this  AGREEMENT
               is in  effect.  In  each  instance,  MEYERSON  will  render  such
               services as to which  PINNACLE  and MEYERSON  mutually  agree and
               MEYERSON  will  exert its best  efforts to  accomplish  the goals
               agreed to by MEYERSON and PINNACLE.

          2.   In connection with the  performance of this  AGREEMENT,  MEYERSON
               and  PINNACLE   shall  comply  with  all   applicable   laws  and
               regulations, including, without limitation, those of the National
               Association  of Securities  Dealers,  Inc. and the Securities and
               Exchange Commission.

          3.   In  consideration of the services  previously  rendered and to be
               rendered  by  MEYERSON  hereunder,  MEYERSON  is  hereby  granted
               five-year Warrants to


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               purchase,  at a price of $.125 per  share,  a total of  5,580,000
               shares of common  Stock of  PINNACLE,  with demand and piggy back
               registration  rights  as set  forth in  paragraph  4 below.  Such
               Warrants ("MEYERSON  Warrants") may be exercised at any time from
               August 18, 1999 to and  including  August 18, 2004. In any event,
               the  MEYERSON  Warrants  shall  vest and  become  irrevocable  as
               follows:   2,790,000   immediately   upon  the  signing  of  this
               AGREEMENT,  1,395,000  four  months  after  the  signing  of this
               AGREEMENT;  and the  remaining  1,395,000 in six months after the
               signing of this  AGREEMENT.  After one year from the date of this
               AGREEMENT,  MEYERSON shall have, at MEYERSON's discretion, both a
               cashless  exercise  option to exercise the Warrants and rights of
               registration  as described in 4 below.  If the cashless  exercise
               option is exercised, it would be accomplished by surrendering the
               vested  Warrants and replacing them with the equivalent of shares
               that may be sold under  Rule 144.  The amount of shares of common
               stock of  PINNACLE  to be issued will be based on the fair market
               value  per share on the date of  exercise  and shall be valued at
               the average of the daily closing  price for the five  consecutive
               trading days  immediately  preceding  the date of  exercise.  The
               presentation  of a copy of this  AGREEMENT by MEYERSON,  together
               with a request that part or all of the Warrant be exercised and a
               direction  that the  appropriate  number of shares be withheld to
               pay the exercise  price,  shall be deemed to be the  surrender of
               such number of shares for  purposes of  exercising  the  cashless
               exercise option.

          4.   In addition  to the  exercise  format  described  in  paragraph 3
               above, an additional  registration route may also be available to
               MEYERSON, at their sole discretion,  which is as follows;  during
               the period from August 18, 2000 to August 18, 2004 the holders of
               at least 51% of: (i) the MEYERSON  Warrants  not then  exercised;
               and (ii) the shares previously issued upon exercise of any of the
               MEYERSON  Warrants  (hereinafter,   collectively,  the  "MEYERSON
               EQUITY"),  may demand,  on one occasion  only,  that  PINNACLE at
               PINNACLE's expense,  promptly file a Registration Statement under
               the  Securities  Act of 1933,  as  amended  ("ACT"),  to permit a
               public offering of the shares of Common Stock issued and issuable
               pursuant to  exercise of the  MEYERSON  Warrants  (the  "MEYERSON
               SHARES"). Additionally, if PINNACLE during the period from August
               18,  2000 to  August  18,  2004  files a  Registration  Statement
               covering  the  sale  of  any of  PINNACLE's  common  stock,  then
               PINNACLE on each such occasion,  at the request of the holders of
               at least 51% of the shares and warrants constituting the MEYERSON
               EQUITY,  shall  include in any such  Registration  Statement,  at
               PINNACLE's  expense,  the MEYERSON SHARES,  provided that, if the
               sale  of   securities  by  PINNACLE  is  being  made  through  an
               underwriter  and the  underwriter  objects  to  inclusion  of the
               MEYERSON  SHARES  in the  Registration  Statement,  the  MEYERSON
               SHARES shall not be so included in the Registration  Statement or
               in any  registration  statement  filed  within 90 days  after the
               effective date of the underwritten Registration Statement.

          5.   In the  event  that  PINNACLE  files to  honor  the  exercise  by
               MEYERSON of any vested  warrants as set forth herein,  by failing
               to deliver the certificate(s)


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               for the underlying  shares of common stock to MEYERSON  within 10
               days after such  exercise  then  MEYERSON may take legal  action,
               without  further  notice to PINNACLE  to obtain  such  underlying
               shares,  and  PINNACLE  agrees  to pay  all  damages,  costs  and
               expenses incurred by MEYERSON,  including  reasonable  attorneys'
               fees. In addition to any other damages sustained by MEYERSON as a
               result of PINNACLE's  failure to honor such  exercise,  including
               any diminution in the value of the  underlying  shares over time,
               PINNACLE  agrees  that  it will  pay  MEYERSON  interest,  at the
               average prime rate based on New York City banking  levels for the
               prior six months, on the market value of the underlying shares as
               of the 10th day after the exercise,  for the period  beginning on
               the  10th  day  after  the  exercise  and  ending  on the day the
               certificates for the underlying shares are received by MEYERSON.

          6.   In PINNACLE should,  at any time, or from time to time hereafter,
               effect  a  stock  split,   a  reverse  stock  split,  a  business
               combination,  a  recapitalization  or  merger,  the  terms of the
               MEYERSON Warrant shall be proportionately adjusted to prevent the
               dilution or enlargement of the rights of the MEYERSON interest.

          7.   The  obligation  of  PINNACLE to register  the  MEYERSON  SHARES,
               including  the shares  issuable  upon  exercise  of the  MEYERSON
               Warrants,  pursuant to the demand or the piggy back  registration
               rights set forth in paragraph 6 above, shall be without regard to
               whether the MEYERSON Warrants have been or will be exercised.

          8.   PINNACLE  agrees  that,  for a period of three (3) years from the
               date of this  AGREEMENT,  PINNACLE will utilize the  registration
               exemption  set forth in Regulation S under the ACT, nor issue any
               security with a downward  ratchet  dilution  program  without the
               consent  of  MEYERSON,  which  consent  will not be  unreasonably
               withheld.

          9.   The AGREEMENT  constitutes and entire Warrant  Agreement  between
               the  parties and when a copy hereof is  presented  to  PINNACLE's
               transfer  agent,  together with a request that all or part of the
               MEYERSON Warrant be exercised and a certified check in the proper
               amount or a direction,  pursuant to the cashless exercise option,
               that shares be withheld to pay for the exercise, the certificates
               for the  appropriate  number of shares of Common  Stock  shall be
               promptly issued.

          10.  Upon the execution of this  AGREEMENT,  PINNACLE shall include in
               its next annual  report and filings the  highlights  and terms of
               this investment banking AGREEMENT.

          11.  Upon the signing of this  AGREEMENT,  PINNACLE shall pay MEYERSON
               $10,000 as a non-accountable and non-refundable expense allowance
               for due diligence and general compliance  review.  MEYERSON shall
               be entitled to additional compensation,  to be negotiated between
               MEYERSON and  consummated by PINNACLE or are executed by MEYERSON
               at PINNACLE's request, during the term of this


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               AGREEMENT  to the  extent  that such  compensation  is normal and
               ordinary for such  transactions.  In addition,  MEYERSON shall be
               reimbursed by PINNACLE for any reasonable  out-of-pocket expenses
               that PERSON may incur in connection with rendering any service to
               or on behalf of PINNACLE that is approved, in writing, in advance
               by PINNACLE's chief Executive Officer.

          12.  PINNACLE agrees to indemnify and hold MEYERSON and its directors,
               officers  and  employees  harmless  from and  against any and all
               losses, claims, damages,  liabilities,  costs or expenses arising
               out of any action or cause of action brought against  MEYERSON in
               connection  with its  rendering  services  under  this  AGREEMENT
               except for any losses,  claims,  damages,  liabilities,  costs or
               expenses  resulting  from any violation by MEYERSON of applicable
               laws and regulations including,  without limitation, those of the
               National Association of Securities Dealers,  Inc., the Securities
               and Exchange  Commission  or any state  securities  commission or
               from any act of MEYERSON  involving willful misconduct and except
               that  PINNACLE  shall  not be  liable  for  any  amount  paid  in
               settlement of any claim that is settled without its prior written
               consent.

          13.  MEYERSON agrees to indemnify and hold PINNACLE and its directors,
               officers  and  employees  harmless  from and  against any and all
               losses claims, damages, liabilities,  costs or expenses resulting
               from any violation by MEYERSON of applicable laws and regulations
               including,  without limitation, those the National Association of
               Securities Dealers,  Inc., the Securities and Exchange Commission
               or any state  securities  commission  or from any act of MEYERSON
               involving willful misconduct.

          14.  Within 90 days of the date of this AGREEMENT, a representative of
               MEYERSON  will  visit the  corporate  headquarters  of  PINNACLE.
               PINNACLE will submit to MEYERSON a current  business plan setting
               forth how PINNACLE plans to proceed over the next two (2) years.

          15.  Nothing  contained  in  this  AGREEMENT  shall  be  construed  to
               constitute MEYERSON as a partner, employee, or agent of PINNACLE;
               nor shall  either  party have any  authority to bind the other in
               any respect, in being intended that MEYERSON is, and shall remain
               an independent contractor.

          16.  This AGREEMENT may not be assigned by either party hereto, except
               that  MEYERSON  may  assign  any or all  of its  Warrants  to its
               employees,  and shall be interpreted in accordance  with the laws
               of the State of New Jersey  applicable to agreements  negotiated,
               entered  into,  and  performed  wholly  within  the  State of New
               Jersey,  and shall be binding upon the successors of the parties.
               Either party may terminate this  AGREEMENT at any time,  however,
               legally vested Warrants will remain with MEYERSON.


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          17.  If any paragraph, sentence, clause or phrase of this AGREEMENT is
               for any reason declared to be illegal, invalid, unconstitutional,
               void or unenforceable,  all other paragraphs,  sentences, clauses
               or  phrases  hereof not so held shall be and remain in full force
               and effect.

          18.  None of the terms of this AGREEMENT  shall be deemed to be waived
               or modified  except by an express  agreement in writing signed by
               the party against whom enforcement of such waiver or modification
               is sought.  The  failure  of either  party at any time to require
               performance by the other party of any provision  hereof shall, in
               no way, affect the full right to require such  performance at any
               time thereafter. Nor shall the waiver by either party of a breach
               of any  provision  hereof  be taken or held to be a waiver of any
               succeeding  breach  of  such  provision  or as a  waiver  of  the
               provision itself.

          19.  Any dispute,  claim or controversy  arising out of or relating to
               this  AGREEMENT,  or the  breach  thereof,  shall be  settled  by
               arbitration  in Jersey City, New Jersey,  in accordance  with the
               commercial   Arbitration   Rules  of  the  American   Arbitration
               Association. The parties hereto agree that they will abide by and
               perform any award rendered by the arbitrator(s) and that judgment
               upon  any  such  award  may be  entered  in any  Court,  state or
               federal,  having  jurisdiction  over the party  against  whom the
               judgment  is being  entered.  Any  arbitration  demand,  summons,
               complaint,  other process, notice of motion, or other application
               to an  arbitration  panel,  Court or Judge,  and any  arbitration
               award  or  judgment  may be  served  upon  any  party  hereto  by
               registered or certified mail, or by personal service,  provided a
               reasonable time for appearance or answer is allowed.

          20.  For  purposes of  compliance  with laws  pertaining  to potential
               inside information being distributed  unauthorized to anyone, all
               communications   regarding  PINNACLE;   confidential  information
               should only be directed to Martin H. Meyerson,  Chairman, Michael
               Silvestri,   President,   or  Joseph  Messina,   Vice  President,
               Compliance.  If  information  is being  faxed,  our  confidential
               compliance fax number is (201) 459-9534 for communication use.




     IN  WITNESS  WHEREOF, the parties hereto have executed this AGREEMENT as of
the  day  and  year  set  forth  above.

     M.H.  MEYERSON  &  CO.,  INC.          PINNACLE  BUSINESS  MANAGEMENT, INC.



By:           /s/                           By:         /s/
     ---------   -----------------               -------   -------------------
      Michael  Silvestri                               Jeff  Turino
      President                                    Chief  Executive  Officer


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