Exhibit 10.5.1

                              EMPLOYMENT AGREEMENT
                             DATED OCTOBER 14, 1997
                                     BETWEEN
                       PINNACLE BUSINESS MANAGEMENT, INC.
                                       AND
                                JEFFREY G. TURINO

Michael  Bruce Hall ("Executive") and Pinnacle Business Management Inc. a Nevada
corporation  ("Company") hereby agrees to "The Employment Agreement" as follows:

1.   Term

     Pinnacle  Business  Management  Inc.  shall  employ  Jeffrey  G. Turino and
Jeffrey  G. Turino accepts such employment beginning on the date of October 14th
1997  and  ending  October  13,  2002,  upon  the terms and conditions set forth
herein,  unless  earlier  terminated  in  accordance  with  provisions  herein.
Notwithstanding  the foregoing, if this Agreement shall not have been terminated
in  accordance  with  the  provisions herein on or before October 13th 2002, the
remaining  term  of  the Agreement shall be extended such that at each and every
moment  of  time thereafter, the remaining term shall be one year unless (a) the
Agreement  is  terminated  earlier  in  accordance  with  the provisions herein.

2.   Duties

     Executive  shall  devote  substantially all of his time and best efforts to
the performance of the duties of that position so long as his employment in that
position  shall  be  continued by PBM.  Company agrees to nominate Executive for
election to the Board as a member of the management slate at each annual meeting
of  stockholders  during  his employment hereunder at which Executive's director
class  comes up for election.  Executive shall report directly and solely to the
Company's  Board of Directors ("Board").  Executive agrees to serve on the Board
if elected.  Notwithstanding the above, Executive shall be permitted to serve as
a  Director  or  Trustee  of other organizations, provided such service does not
pose a conflict of interest or prevent Executive from effectively performing his
duties  under  this  Agreement.

3.   Salary

     Executive  shall  be  employed  by  the  Company  in  a  full time salaried
position,  as  its  President.  Executive shall receive an annual base salary of
$104,000  with additional increases at least annually as deemed necessary by the
Board,  in  its discretion.  In the event the company cannot meet the executives
compensation  the  executive  may  either  defer the compensation and accrue the
salary  or take the difference in common stock at the rate of one share for each
dollar  not  received  in  the first year.  In years two through five stock at a
rate  equal  to shares purchased by the dollar difference of the paid versus non
paid  salary  at an average price of the last thirty days in the trading year of
the  stock.

4.   Bonus


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     (a) Executive  shall, as provided in, and subject to,  paragraph (e) below,
     receive an incentive  bonus for Company's  fiscal years ending December 31,
     1997.  And December  31, 1998,  in an amount equal to 5% of that portion of
     the pre tax income of Company  for each such fiscal year as reported by the
     Company for that fiscal year,  or 50% of annual salary  compensation  which
     ever is more.

     (b)  Executive  shall, as provided in, and subject to, paragraph (e) below,
          receive an incentive bonus for each fiscal year of Company which shall
          end after  December 31, 1997 and on or before the  termination of this
          Agreement and for such additional periods as are provided in paragraph
          (e)  below,  in an amount  equal to 5% of that  portion of the pre tax
          income of Company for each such fiscal year as reported by the Company
          for that fiscal year.

     (c)  In the event that there shall be a  combination  of the  Company  with
          another  company or a capital  restructuring  of the  Company,  or any
          other  occurrence  similar  to any of the  foregoing,  and as a result
          thereof the amount or value of the bonuses payable  pursuant to either
          of both of the  bonus  formulas  set forth in  paragraphs  (a) and (b)
          above would be, or could  reasonably be expected to be,  significantly
          affected thereby, appropriate(s) will, at the request or either party,
          be negotiated to establish a substitute formula or formulas, or if the
          parties  cannot agree as to whether or not an  occurrence  which would
          give  rise to the  right  of  either  party to  request  adjustment(s)
          pursuant to the foregoing has occurred,  the parties shall submit such
          matter to arbitration by a qualified individual investment banker with
          at least ten  years'  experience  in  corporate  finance  with a major
          investment  banking firm.  Neither said firm or said individual  shall
          have had dealings with either party during the  preceding  five years.
          Upon failure to agree upon the selection of the arbitrator, each party
          shall submit a panel of five qualified arbitrators, of the other party
          may strike  three  from  other's  list,  and the  arbitrator  shall be
          selected by a lot from the remaining four names.  The arbitrator shall
          have the  authority  only to  determine  (I)  whether  the  matter  is
          arbitrable under the conditions of this  subparagraph (c) and (ii) the
          substitute  formula  or  formulas  that will yield and  equitable  and
          comparable result in accordance with the foregoing.

     (d)  Each  incentive  bonus shall be payable (i) 30 days following the date
          Company's audited consolidated  statement of income for the applicable
          fiscal year becomes  available or (ii) on the January 2 following  the
          end of that  fiscal  year,  whichever  is later  (the  "Bonus  Payment
          Date").

     (e)  Executive  shall be  entitled  to receive  the bonus  provided  for in
          paragraph  (a) or  paragraph  (b) above,  as the case may be, for each
          fiscal year during  which he is employed  hereunder  and, in addition,
          for the next twenty-four  months after  termination of his employment,
          except that said post-termination bonus coverage (I) shall only extend
          for twelve months after termination if Executive takes employment with
          another major Title Loan,  Real Estate or  competitive  company within


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          twelve months of termination and (ii) shall not apply if Executive has
          been  discharged  for good  cause.  The  bonus  formula  set  forth in
          paragraph  (a)  above  shall be  applicable  to any part or all of any
          period   prior  to   December   31,   1998  in   respect  of  which  a
          post-termination  bonus  is  payable,  and the  formula  set  forth in
          paragraph  (b)  above  shall be  applicable  to any part or all of any
          period after December 31, 1998 in respect of which a  post-termination
          bonus is payable.

5.   Bonus Payments

     (a)  Bonuses for the fiscal years ending December 31, 1997 and December 31,
          1998 shall be payable in cash.

     (b)  Bonuses  for fiscal  years  ending  after  December  31, 1998 shall be
          payable  in cash or a  combination  of cash and  Restricted  Stock (as
          hereinafter  defined) as follows:  that  portion of the bonus for each
          such  fiscal  year which does not  exceed the Liquid  Cash  Available.
          Wherewith if the amount of the bonus  calculated  in  accordance  with
          Section  4(b)  hereof  shall  exceed the Liquid  Cash  Available,  the
          remaining  unpaid  portion of such bonus  shall  (except at  otherwise
          provided in Section 12(a) (ii) hereof be payable in Restricted  Stock.
          For purposes of the foregoing,  the term "Liquid Cash Available" shall
          mean,  the  unallocated  money  available  in the  Operating  Checking
          Account.

     (c)  For purposes of this Agreement the term "Restricted  Stock" shall mean
          shares of Company common stock which are issued to Executive  pursuant
          to Company's  1997 Stock  Incentive  Plan (the  "Plan") in  accordance
          with,  and  subject  to,  the  following  terms,   restrictions,   and
          conditions:

          (i)  All shares of  Restricted  Stock  shall be subject to  forfeiture
               (i.e., all right, title, and interest of Executive in such shares
               shall cease and such shares  shall be returned to Company with no
               compensation of any nature being paid therefore to Executive), if
               Executive's  employment with Company is terminated for good cause
               as defined in Section 10(a)(iii).  Any shares of Restricted Stock
               issued to  Executive  after  December 31, 2002 shall be deemed to
               have  been  issued  subject  to  restrictions  which  shall  have
               expired,  and  accordingly,  will  be  free  of all  restrictions
               hereunder.

          (ii) During the  Restricted  Period,  Executive will have voting right
               and will receive dividends (if available) and other distributions
               with respect to shares of Restricted Stock issued to him but will
               not be permitted to sell, pledge,  assign,  convey,  transfer, or
               otherwise alienate or hypothecate such shares.


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          (iii)All  restrictions  on the shares of  Restricted  Stock  issued to
               Executive  hereunder will  immediately  lapse in the event of the
               death of Executive  or  disability  of  Executive  resulting in a
               termination   of  employment  by  company   pursuant  to  Section
               10(a)(ii) hereof.

          (iv) All restrictions on the stock will lapse immediately in the event
               company  enters into an  agreement  pursuant to which  either the
               Company or all or substantially  all of its assets are to be sold
               or combined  with another  entity  (regardless  of whether or not
               such  sale or  combination  is  subject  to the  satisfaction  of
               conditions precedent or subsequent) and as a consequence thereof,
               the market for public  trading of Company  common stock would be,
               or could  reasonably be expected to be,  eliminated or materially
               impaired.

          (v)  Executive shall enter into an escrow agreement providing that the
               certificate(s)  representing  Restricted Stock issued to him will
               remain in the physical  custody of company (or and escrow  holder
               selected  by  Company)  until all  restrictions  are  removed  or
               expire.

          (vi) Each   certificate   representing   Restricted  Stock  issued  to
               Executive will bear a legend making appropriate  reference to the
               terms,  conditions,  and  restrictions  imposed.  Any  attempt to
               dispose  of  Restricted  Stock in  contravention  of such  terms,
               conditions  and   restrictions,   irrespective   of  whether  the
               certificate  contains such a legend, shall be ineffective and any
               disposition purported to be effected thereby shall be void.

          (vii)Any shares or other  securities  received by Executive as a stock
               dividend  on,  or as a  result  of  stock  splits,  combinations,
               exchanges of shares, reorganizations,  mergers, consolidations or
               otherwise  with respect to shares of Restricted  Stock shall have
               the same terms,  conditions,  and  restrictions and bear the same
               legend as Restricted Stock.

     (d)  In determining  the number of shares of Restricted  Stock to be issued
          in respect of any bonus,  the  Restricted  Stock will be valued on the
          basis of the average  closing price of Company common stock during the
          period  starting on the third  business  day and ending on the twelfth
          business day following the release for  publication  by Company of its
          annual  summary  statement of sales and  earnings  for the  applicable
          fiscal  year (as such  release is defined  by Rule  16-b-3  (e)(1)(ii)
          promulgated by the Securities and Exchange  Commission pursuant to the
          Securities Exchange Act of 1934, as amended).

     (e)  Company shall in due course after the execution of this Agreement (and
          in no event later than the date Restricted  Stock is first required to
          be issued to  Executive  hereunder)  adopt rules  pursuant to the Plan
          regarding   restricted   stock  which  shall   reflect  the  foregoing
          provisions and such other provisions as are in the reasonable  opinion
          of Company's  counsel  customary with respect to restricted  stock. In
          the event that the Plan should for any reason become  unavailable  for


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          the issuance of  Restricted  Stock,  Company shall cause the shares of
          Restricted  Stock  required to be issued to Executive  hereunder to be
          issued pursuant to another plan of Company on  substantially  the same
          terms and conditions as such  Restricted  Stock would have been issued
          under the plan.

6.   Stock Options

     (a)  Executive  shall be granted  options  pursuant to the Plan to purchase
          (I) beginning  with a  compensation  base of 500,000 shares of Company
          common stock having an exercise  price equal to $.50 per-share (the "A
          Options")  in 1998 and (ii)  500,000  shares of Company  common  stock
          having an exercise  price equal to $1.00 per share in 1999 through the
          year 2002 (the "B Option"). Seventy five percent of both the A Options
          and the B Options will vest in  increments as nearly equal as possible
          on October 14th 2002. The remaining  twenty-five percent of both the A
          Options and the B Options will vest in  increments  as nearly equal as
          possible  on October 8th each year  starting  October  14th 1999,  and
          continuing through October 8th 2002. Such options shall be subject to,
          and  governed by, the terms and  provisions  of the Plan except to the
          extent of  modifications  of such options  which are  permitted by the
          Plan and which are  expressly  provided  for herein.  (i)  Executive's
          options may be increased (in the A&B Options) by a percentage  amount,
          to reflect the  percentage  of fiscal year growth that the company may
          achieve.

     (b)  Executive  agrees to enter into a stock option  agreement with Company
          containing the terms and provisions of such options together with such
          other terms and  conditions as counsel for the Company may  reasonable
          require to assure  compliance with applicable state or federal law and
          stock exchange requirements in connection with the issuance of Company
          stock upon exercise of options to be granted as provided herein, or as
          may be required to comply with the Plan.

     (c)  If Company has not already done so, company shall register Executive's
          shares  pursuant to the  appropriate  form of  registration  statement
          under the Securities  Act o 1933 and shall maintain such  registration
          statement's effectiveness as all required times.


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     (d)  Company  shall,  to the  extent  permitted  by law,  may make loans to
          Executive in  reasonable  amounts on reasonable  terms and  conditions
          during his  employment  by Company to  facilitate  the exercise of the
          options granted to him as described above.

7.   Benefits

     (a)  Executive  shall be entitled to receive all  benefits  generally  made
          available to other executives of company.

     (b)  Company  shall  maintain  during  the  term  hereof  a  minimum  of  a
          $1,000,000  split  dollar life  insurance  policy on his life unless a
          physical  examination  (which  he  agrees  to take)  shows  that he is
          uninsurable.

     (c)  Company shall maintain a full medical coverage for Executives,  spouse
          and children.

     (d)  Personal liability insurance.

     (e)  Company Car Lease

     (f)  Regional Professional Sports Season tickets for gifts

     (g)  Free Financial Counseling, Legal and Accounting advice

     (h)  Health, or Country Club Membership

     (i)  Paid sick leave

     (j)  Vacations  of up to six  weeks  per year or  longer  as the  Board may
          authorize during which time Executive's  compensation shall be paid in
          full and he shall  continue  to  participate  in all other  rights and
          benefits.

     (k)  Travel Expenses inclusive of Airline VIP Clubs

     (l)  Relocation Expenses.

          (i)  Employer shall  reimburse the Executive for  reasonable  expenses
               incurred in  relocation,  but not  confined  to: all costs of the
               physical  move;  en route travel  expenses,  including  hotel and
               meals;  temporary  living  expenses  for  Executive  and  family,
               including  meals,  for up to fifteen (15) weeks;  three (3) house
               hunting  trips for the  Executive  and family;  weekly  commuting
               expenses until Executive has moved;  closing costs and commission
               involved in selling Executive's former residence and purchasing a
               residence  in  the  area  of  company's  desired   location.   An


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               additional  amount  to cover  federal,  state,  and  local  taxes
               incurred  as a result  of the  relocation.  Company  may  provide
               temporary  financing  while  the  Executive  is  trying to obtain
               permanent financing.

          (ii) Creative Time: The company  recognizes the value of creativity of
               the Executive if he is allowed  "creative time" in an environment
               that suits and stimulates the executive. The company will pay all
               costs of this  time  off  including  meals  and  lodging  for one
               weekend each quarter in an area of the executives choice to boost
               and  recharge  his  creative  abilities.   These  activities  are
               including but not limited to recreational  activities,  religious
               retreats,  health spas or any other activity deemed  necessary by
               the executive.

8.   Reimbursement for Expenses

     Executive  shall be expected to incur various business expenses customarily
incurred  by  person  holding  like  positions,  including  but  not  limited to
traveling,  entertainment  and similar expenses, all of which are to be incurred
by  Executive for the benefit of Company.  Subject to company's policy regarding
the  reimbursement  and  non-reimbursement  of all such expenses), Company shall
reimburse Executive for such expenses from time to time, at Executive's request,
and  Executive  shall  account  to  Company  for  such  expenses.

9.   Protection of Company's Interests

     (a)  During the term of this  Agreement  Executive  shall not  directly  or
          indirectly  engage in competition with, or not own any interest in any
          business  which  competes  with, any business of Company or any of its
          subsidiaries; provided, however, that the provisions of this Section 9
          shall not prohibit  his  ownership of not more than 5% of voting stock
          of any publicly held corporation unless approved by the board.

     (b)  Except for actions taken in the course of his employment hereunder, at
          no time shall  Executive  divulge,  furnish or make  accessible to any
          person  any  information  of  a  confidential  or  proprietary  nature
          obtained by him while in the employ of Company.  Upon  termination  of
          his employment by Company,  Executive  shall return to the Company all
          such  information  which exists in writing or other  physical form and
          all copies thereof in his possession or under his control.

     (c)  Company,   its  successors  and  assigns,   shall,   in  additions  to
          Executive's  services,  be  entitled  to  receive  and  own all of the
          results and proceeds of said services (including,  without limitation,
          literary material and other intellectual property) produced or created
          during the term of Executive's  employment hereunder.  Executive will,
          at the request of Company,  execute such assignments,  certificates of


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          other  instruments  as Company may from time to time deem necessary or
          desirable to evidence, establish, maintain, protect, enforce or defend
          its right or title to any such material.

     (d)  Executive recognizes that the services to be rendered by him hereunder
          are of a  character  giving  them  peculiar  value,  the loss of which
          cannot be adequately compensated for in damages, and in the event of a
          breach of this  Agreement by  Executive,  Company shall be entitled to
          equitable  relief  by  way of  injunction  or by any  other  legal  or
          equitable remedies.

10.  Termination by Company

     (a)  Company shall have the right to terminate this Agreement after January
          1,  2000  under  the  following  circumstances.   The  company  cannot
          terminate the executive  prior to this date.  (the company  recognizes
          the  value of the  Executives  role in the  critical  first  two years
          following the merger with a public shell).

          (i)  Upon the death of Executive

          (ii) Upon notice from  Company to Executive in the event of an illness
               or other disability which has  incapacitated  him from performing
               his duties for twelve  consecutive  months as  determined in good
               faith by the board.

          (iii)For good cause upon notice from Company,  Termination  by Company
               of  Executive's  employment  for  "good  cause"  as  used in this
               Agreement shall be limited to gross  negligence or malfeasance by
               Executive in the  performance  of his duties under this agreement
               or the voluntary  resignation  by Executive as an employee of the
               company without the prior written consent of the Company.

          (iv) For creating private deals at the expense of Company, not for the
               benefit of the Company and realizing  all of the profits  without
               the knowledge or approval of the Board.

     (b)  If this  Agreement  is  terminated  pursuant to Section  10(a)  above,
          Executive's rights and Company's obligations hereunder shall forthwith
          terminate except as expressly provided in this Agreement.

     (c)  If this Agreement is terminated  pursuant to Section  10(a)(I) or (ii)
          hereof,  Executive  or his estate shall be entitled to receive 100% of
          his  base  salary  for the  balance  of the  term  of this  Agreement,
          together with the bonus  provided for in Section 4(e) hereof.  Company
          may purchase insurance to cover all or any part of its obligations set
          forth  in the  preceding  sentence,  and  Executive  agrees  to take a
          physical examination to facilitate the obtaining of such insurance. If


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          the physical  examination  shows that Executive is  uninsurable,  such
          death and  disability  benefits  shall  not be  provided  (except  for
          bonus),  and  Executive  shall receive only normal  Company  levels of
          death and disability benefits.

     (d)  Whenever  compensation is payable to Executive hereunder during a time
          when he is partially or totally  disabled and such disability  (except
          for the provisions  hereof) would entitle him to disability  income or
          to salary continuation payments from Company according to the terms of
          any plan now or  hereafter  provided  by Company or  according  to any
          Company  policy  in  effect  at  the  time  of  such  disability,  the
          compensation  payable to him hereunder  shall be inclusive of any such
          disability income or salary  continuation and shall not be in addition
          thereto.  If disability  income is payable directly to Executive under
          an  insurance  policy paid for by Company,  the amounts paid to him by
          said insurance  company shall be considered to be part of the payments
          to be made by Company to him  pursuant  to this  Section 10, and shall
          not be in addition thereto.

     (e)  Under  this  agreement   pursuant  to  sections   10(a)(b)(c)(d)   the
          termination  of an  Executive's  contract  for "Good  Cause"  shall be
          determined  and  enforced  by an  unanimous  decision  by the Board of
          Directors.

     (f)  If the  Executive  had  relocated  his  home  for the  benefit  of the
          Company,  upon his  termination  for "Good  Cause"  the  Company  will
          purchase  his home at fair  market  value (if within 5 year  period of
          moving) and relocated him at Company to his original home location.

11.  Termination by Executive

     Executive  shall  have  the  right  to  terminate his employment under this
agreement  upon  30  days'  notice to company given within 60 days following the
occurrence  of  any  o  the  following  events:

     (i)  Executive  is not  elected or retained as  President  and  Director of
          company.

     (ii) Company   acts   to   materially   reduce   Executive's   duties   and
          responsibilities  hereunder.  Executive's duties and  responsibilities
          shall not be deemed  materially  reduced for purposes hereof solely by
          virtue of he fact that Company is (or  substantially all of its assets
          are) sold to, or is combined with,  another  entity  provided that (a)
          Executive shall continue to have the same duties and  responsibilities
          with  respect  to  Company's  Loan and Real  Estate  business  and (b)
          Executive  shall report  directly to the chief  executive  officer and
          board of directors of the entity (or individual) that requires Company
          or its assets.


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     (iii)Company acts to change the geographic  location of the  performance of
          Executive's duties from the Tampa Bay metropolitan area.

12.  Consequences of Breach of Company

     (a)  If this Agreement is terminated  pursuant to Section 11 hereof,  or if
          Company shall terminate Executive's employment under this Agreement in
          any other  way that is a breach  of this  Agreement  by  Company,  the
          following shall apply:

          (i)  Executive shall receive a cash payment equal to the present value
               (based  on a  discount  rate of 9%) of  Executive's  base  salary
               hereunder for the remainder of the term,  payable  within 39 days
               of the date of such termination.

          (ii) Executive  shall be  entitled  to bonus  payments  as provided in
               Sections  4 and 5 above (it being  understood,  however  that all
               such bonus  payments,  if made pursuant to this clause,  shall be
               paid in cash  regardless of whether or not such  payments  exceed
               the Cash Limit).

          (iii)All stock  options  and  Restricted  Stock  granted by Company to
               executive under the Plan or granted by Company to Executive prior
               to the  date  hereof  shall  accelerate  and  become  immediately
               exercisable.

     (b)  The parties  believe that because of the limitations of Section 11(ii)
          the above payments do not constitute "Excess Parachute Payments" under
          Section  280G of the Internal  Revenue  Code of 1954,  as amended (the
          "Code").  Notwithstanding  such  belief,  if  any  benefit  under  the
          preceding  paragraph is determined to be an "Excess Parachute Payment"
          the Company shall pay Executive an additional  amount ("Tax  Payment")
          such that (x) the excess of all Excess Parachute  Payments  (including
          payments under this sentence) over the sum of excise tax thereon under
          section  4999 of the Code and income tax thereon  under  Subtitle A of
          the Code and under  applicable state law is equal to (y) the excess of
          all Excess Parachute Payments (excluding payments under this sentence)
          over  income  tax  thereon  under  Subtitle  A of the Code  and  under
          applicable state law, provided that the company shall not be obligated
          to make a Tax  Payment  in excess o the  value of 6.6667  compensation
          years.  For the purposes hereof,  the value of a "Compensation  Year",
          including stock options and bonus entitlements, is defined as equal to
          two times the base salary set for in Section 3.

13.  Remedies


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     Company recognizes that because of Executive's special talents, stature and
opportunities  in  the  corporate  management  environment,  and  because of the
creative  nature of and compensation practices of said industry and the material
impact  that  individual  projects  can  have  on  and  the company's results of
operations,  in  the  event  of  termination  by Company hereunder (except under
Section  10(a)),  or  in the event of termination by Executive under Section 11,
before  the  end  of  the  agree  term, Company acknowledges and agrees that the
provisions  for  the  consequences  of  such  termination,  do  not constitute a
penalty,  and  such  payments  and  benefits  shall not be limited or reduced by
amounts  Executive  might  earn  or be able to earn from any other employment or
ventures  during  the  remainder  of  the  agreed  term  of  this  Agreement.

14.  CONFLICT RESOLUTION

     In  case  of  any  dispute  between the Executive and the Company as to the
amount  of  additional  compensation  payable to the Executive in respect of any
fiscal  year,  determination  of  the amount so payable will be determined by an
independent accountant so hired by the Company, made at the request of any party
shall  be  binding  and  conclusive on all parties hereto. In the event that any
action,  suit  or other proceeding in law or in equity is brought to enforce the
provisions  of  this  agreement,  and  such  action results in the awarding of a
judgment  in  favor  of  the Company, all expenses of the Company in conjunction
with  said  action  shall  be  payable  by  the  Executive.

15.  BINDING AGREEMENT

     This  instrument  shall  be  binding  upon  and  inure  to  the  benefit of
Executive,  his  heirs,  distributees and assigns and company, its successor and
assigns.  Executive  may  not,  without  the  express  written permission of the
Company,  assign  or  pledge  any rights or obligations hereunder to any person,
firm  or  corporation.

16.  AMENDMENT; WAIVER

     This  instrument  contains the entire agreement of the parties with respect
to  the  employment  of  Executive by Company.   No amendment or modification of
this  agreement shall be valid unless evidenced by a written instrument executed
by  the  parties  hereto.  No  waiver by either party of any breach by the other
party  of  any provision or condition of this Agreement shall be deemed a waiver
of  any similar or dissimilar provision or condition at the same or any prior or
subsequent  time.

17.  GOVERNING LAW

     (a)  This agreement  shall be governed by and construed in accordance  with
          the laws of the State of Nevada.


<PAGE>
     (b)  The parties are aware that Executive's  obligation to provide services
          to  Company  hereunder  for the full  term of this  agreement  (with a
          minimum of two years and  approximately  five years) The parties agree
          that this Agreement  (together with certain  additional  documents and
          agreements  specifically referred to herein) shall constitute the sole
          and conclusive basis for establishing Executive's compensation for all
          services are provided by him  hereunder,  regardless  of from the date
          hereof,  notwithstanding the further provision of tract employment may
          be referred to as affording a  "presumptive  measure of  compensation"
          for services under such contract. Executive hereby confirms his intent
          to provide  services to the Company under this  Agreement for the full
          term thereof.

18.  NOTICES
     All  notices  which  a party is required or may desire to give to the other
party  under  or; in connection with this Agreement shall be given in writing by
addressing  the  same  to  the  other  party  as  follows:

If  to  Executive  to:
Jeffrey  G.  Turino
6825  14th  Ave.  N.
St.  Petersburg,  Florida  33710

If  to  Company  to:
Pinnacle  Business  Management  Inc.
2963  Gulf  To  Bay  Blvd.  Suite  265
Clearwater  Florida  33759

or  at such other places may be designated in writing by like notice. Any notice
shall  be  deemed  to  have  been given within 46 hours after being addressed as
required herein and deposited, first class postage prepaid, in the United States
mail.

IN  WITNESS  THEREOF,  the  parties have executed this agreement this 1st day of
December,  1997,  effective  as  of  the  day  and  year  first  above  written.

_______/s/__________________________
Jeffrey  G.  Turino
President  Pinnacle  Business  Management,  Inc.

________/s/_________________________
Jeffery  G.  Turino
C.E.O.  Pinnacle  Business  Management,  Inc.


<PAGE>
                                                                  Exhibit 10.5.2

                              EMPLOYMENT AGREEMENT
                             DATED OCTOBER 14, 1997
                                     BETWEEN
                       PINNACLE BUSINESS MANAGEMENT, INC.
                                       AND
                               MICHAEL BRUCE HALL

Michael  Bruce Hall ("Executive") and Pinnacle Business Management Inc. a Nevada
corporation  ("Company") hereby agrees to "The Employment Agreement" as follows:

1.   Term

     Pinnacle  Business  Management  Inc.  shall  employ  Michael Bruce Hall and
Michael Bruce Hall accepts such employment beginning on the date of October 14th
1997  and  ending  October  13,  2002,  upon  the terms and conditions set forth
herein,  unless  earlier  terminated  in  accordance  with  provisions  herein.
Notwithstanding  the foregoing, if this Agreement shall not have been terminated
in  accordance  with  the  provisions herein on or before October 13th 2002, the
remaining  term  of  the Agreement shall be extended such that at each and every
moment  of  time thereafter, the remaining term shall be one year unless (a) the
Agreement  is  terminated  earlier  in  accordance  with  the provisions herein.

2.   Duties

     Executive  shall  devote  substantially all of his time and best efforts to
the performance of the duties of that position so long as his employment in that
position  shall  be  continued by PBM.  Company agrees to nominate Executive for
election to the Board as a member of the management slate at each annual meeting
of  stockholders  during  his employment hereunder at which Executive's director
class  comes up for election.  Executive shall report directly and solely to the
Company's  Board of Directors ("Board").  Executive agrees to serve on the Board
if elected.  Notwithstanding the above, Executive shall be permitted to serve as
a  Director  or  Trustee  of other organizations, provided such service does not
pose a conflict of interest or prevent Executive from effectively performing his
duties  under  this  Agreement.

3.   Salary

     Executive  shall  be  employed  by  the  Company  in  a  full time salaried
position,  as  its  President.  Executive shall receive an annual base salary of
$104,000  with additional increases at least annually as deemed necessary by the
Board,  in  its discretion.  In the event the company cannot meet the executives
compensation  the  executive  may  either  defer the compensation and accrue the
salary  or take the difference in common stock at the rate of one share for each
dollar  not  received  in  the first year.  In years two through five stock at a
rate  equal  to shares purchased by the dollar difference of the paid versus non
paid  salary  at an average price of the last thirty days in the trading year of
the  stock.


<PAGE>
4.   Bonus

     (a)  Executive  shall, as provided in, and subject to, paragraph (e) below,
          receive an incentive bonus for Company's  fiscal years ending December
          31, 1997.  And  December  31,  1998,  in an amount equal to 5% of that
          portion of the pre tax income of Company  for each such fiscal year as
          reported by the Company for that fiscal year,  or 50% of annual salary
          compensation which ever is more.

     (b)  Executive  shall, as provided in, and subject to, paragraph (e) below,
          receive an incentive bonus for each fiscal year of Company which shall
          end after  December 31, 1997 and on or before the  termination of this
          Agreement and for such additional periods as are provided in paragraph
          (e)  below,  in an amount  equal to 5% of that  portion of the pre tax
          income of Company for each such fiscal year as reported by the Company
          for that fiscal year.

     (c)  In the event that there shall be a  combination  of the  Company  with
          another  company or a capital  restructuring  of the  Company,  or any
          other  occurrence  similar  to any of the  foregoing,  and as a result
          thereof the amount or value of the bonuses payable  pursuant to either
          of both of the  bonus  formulas  set forth in  paragraphs  (a) and (b)
          above would be, or could  reasonably be expected to be,  significantly
          affected thereby, appropriate(s) will, at the request or either party,
          be negotiated to establish a substitute formula or formulas, or if the
          parties  cannot agree as to whether or not an  occurrence  which would
          give  rise to the  right  of  either  party to  request  adjustment(s)
          pursuant to the foregoing has occurred,  the parties shall submit such
          matter to arbitration by a qualified individual investment banker with
          at least ten  years'  experience  in  corporate  finance  with a major
          investment  banking firm.  Neither said firm or said individual  shall
          have had dealings with either party during the  preceding  five years.
          Upon failure to agree upon the selection of the arbitrator, each party
          shall submit a panel of five qualified arbitrators, of the other party
          may strike  three  from  other's  list,  and the  arbitrator  shall be
          selected by a lot from the remaining four names.  The arbitrator shall
          have the  authority  only to  determine  (I)  whether  the  matter  is
          arbitrable under the conditions of this  subparagraph (c) and (ii) the
          substitute  formula  or  formulas  that will yield and  equitable  and
          comparable result in accordance with the foregoing.

     (d)  Each  incentive  bonus shall be payable (i) 30 days following the date
          Company's audited consolidated  statement of income for the applicable
          fiscal year becomes  available or (ii) on the January 2 following  the
          end of that  fiscal  year,  whichever  is later  (the  "Bonus  Payment
          Date").

     (e)  Executive  shall be  entitled  to receive  the bonus  provided  for in
          paragraph  (a) or  paragraph  (b) above,  as the case may be, for each
          fiscal year during  which he is employed  hereunder  and, in addition,
          for the next twenty-four  months after  termination of his employment,
          except that said


<PAGE>
          post-termination  bonus  coverage  (I) shall  only  extend  for twelve
          months after  termination if Executive  takes  employment with another
          major Title Loan,  Real Estate or  competitive  company  within twelve
          months of  termination  and (ii) shall not apply if Executive has been
          discharged  for good cause.  The bonus  formula set forth in paragraph
          (a) above shall be  applicable  to any part or all of any period prior
          to December 31, 1998 in respect of which a  post-termination  bonus is
          payable,  and the  formula set forth in  paragraph  (b) above shall be
          applicable to any part or all of any period after December 31, 1998 in
          respect of which a post-termination bonus is payable.

5.   Bonus Payments

     (a)  Bonuses for the fiscal years ending December 31, 1997 and December 31,
          1998 shall be payable in cash.

     (b)  Bonuses  for fiscal  years  ending  after  December  31, 1998 shall be
          payable  in cash or a  combination  of cash and  Restricted  Stock (as
          hereinafter  defined) as follows:  that  portion of the bonus for each
          such  fiscal  year which does not  exceed the Liquid  Cash  Available.
          Wherewith if the amount of the bonus  calculated  in  accordance  with
          Section  4(b)  hereof  shall  exceed the Liquid  Cash  Available,  the
          remaining  unpaid  portion of such bonus  shall  (except at  otherwise
          provided in Section 12(a) (ii) hereof be payable in Restricted  Stock.
          For purposes of the foregoing,  the term "Liquid Cash Available" shall
          mean,  the  unallocated  money  available  in the  Operating  Checking
          Account.

     (c)  For purposes of this Agreement the term "Restricted  Stock" shall mean
          shares of Company common stock which are issued to Executive  pursuant
          to Company's  1997 Stock  Incentive  Plan (the  "Plan") in  accordance
          with,  and  subject  to,  the  following  terms,   restrictions,   and
          conditions:

          (i)  All shares of  Restricted  Stock  shall be subject to  forfeiture
               (i.e., all right, title, and interest of Executive in such shares
               shall cease and such shares  shall be returned to Company with no
               compensation of any nature being paid therefore to Executive), if
               Executive's  employment with Company is terminated for good cause
               as defined in Section 10(a)(iii).  Any shares of Restricted Stock
               issued to  Executive  after  December 31, 2002 shall be deemed to
               have  been  issued  subject  to  restrictions  which  shall  have
               expired,  and  accordingly,  will  be  free  of all  restrictions
               hereunder.

          (ii) During the  Restricted  Period,  Executive will have voting right
               and will receive dividends (if available) and other distributions
               with respect to shares of Restricted Stock issued to him but will
               not be permitted to sell, pledge,  assign,  convey,  transfer, or
               otherwise alienate or hypothecate such shares.


<PAGE>
          (iii)All  restrictions  on the shares of  Restricted  Stock  issued to
               Executive  hereunder will  immediately  lapse in the event of the
               death of Executive  or  disability  of  Executive  resulting in a
               termination   of  employment  by  company   pursuant  to  Section
               10(a)(ii) hereof.

          (iv) All restrictions on the stock will lapse immediately in the event
               company  enters into an  agreement  pursuant to which  either the
               Company or all or substantially  all of its assets are to be sold
               or combined  with another  entity  (regardless  of whether or not
               such  sale or  combination  is  subject  to the  satisfaction  of
               conditions precedent or subsequent) and as a consequence thereof,
               the market for public  trading of Company  common stock would be,
               or could  reasonably be expected to be,  eliminated or materially
               impaired.

          (v)  Executive shall enter into an escrow agreement providing that the
               certificate(s)  representing  Restricted Stock issued to him will
               remain in the physical  custody of company (or and escrow  holder
               selected  by  Company)  until all  restrictions  are  removed  or
               expire.

          (vi) Each   certificate   representing   Restricted  Stock  issued  to
               Executive will bear a legend making appropriate  reference to the
               terms,  conditions,  and  restrictions  imposed.  Any  attempt to
               dispose  of  Restricted  Stock in  contravention  of such  terms,
               conditions  and   restrictions,   irrespective   of  whether  the
               certificate  contains such a legend, shall be ineffective and any
               disposition purported to be effected thereby shall be void.

          (vii)Any shares or other  securities  received by Executive as a stock
               dividend  on,  or as a  result  of  stock  splits,  combinations,
               exchanges of shares, reorganizations,  mergers, consolidations or
               otherwise  with respect to shares of Restricted  Stock shall have
               the same terms,  conditions,  and  restrictions and bear the same
               legend as Restricted Stock.

     (d)  In determining  the number of shares of Restricted  Stock to be issued
          in respect of any bonus,  the  Restricted  Stock will be valued on the
          basis of the average  closing price of Company common stock during the
          period  starting on the third  business  day and ending on the twelfth
          business day following the release for  publication  by Company of its
          annual  summary  statement of sales and  earnings  for the  applicable
          fiscal  year (as such  release is defined  by Rule  16-b-3  (e)(1)(ii)
          promulgated by the Securities and Exchange  Commission pursuant to the
          Securities Exchange Act of 1934, as amended).


<PAGE>
     (e)  Company shall in due course after the execution of this Agreement (and
          in no event later than the date Restricted  Stock is first required to
          be issued to  Executive  hereunder)  adopt rules  pursuant to the Plan
          regarding   restricted   stock  which  shall   reflect  the  foregoing
          provisions and such other provisions as are in the reasonable  opinion
          of Company's  counsel  customary with respect to restricted  stock. In
          the event that the Plan should for any reason become  unavailable  for
          the issuance of  Restricted  Stock,  Company shall cause the shares of
          Restricted  Stock  required to be issued to Executive  hereunder to be
          issued pursuant to another plan of Company on  substantially  the same
          terms and conditions as such  Restricted  Stock would have been issued
          under the plan.

6.   Stock Options

     (a)  Executive  shall be granted  options  pursuant to the Plan to purchase
          (I) beginning  with a  compensation  base of 500,000 shares of Company
          common stock having an exercise  price equal to $.50 per-share (the "A
          Options")  in 1998 and (ii)  500,000  shares of Company  common  stock
          having an exercise  price equal to $1.00 per share in 1999 through the
          year 2002 (the "B Option"). Seventy five percent of both the A Options
          and the B Options will vest in  increments as nearly equal as possible
          on October 14th 2002. The remaining  twenty-five percent of both the A
          Options and the B Options will vest in  increments  as nearly equal as
          possible  on October 8th each year  starting  October  14th 1999,  and
          continuing through October 8th 2002. Such options shall be subject to,
          and  governed by, the terms and  provisions  of the Plan except to the
          extent of  modifications  of such options  which are  permitted by the
          Plan and which are  expressly  provided  for herein.  (i)  Executive's
          options may be increased (in the A&B Options) by a percentage  amount,
          to reflect the  percentage  of fiscal year growth that the company may
          achieve.

     (b)  Executive  agrees to enter into a stock option  agreement with Company
          containing the terms and provisions of such options together with such
          other terms and  conditions as counsel for the Company may  reasonable
          require to assure  compliance with applicable state or federal law and
          stock exchange requirements in connection with the issuance of Company
          stock upon exercise of options to be granted as provided herein, or as
          may be required to comply with the Plan.

     (c)  If Company has not already done so, company shall register Executive's
          shares  pursuant to the  appropriate  form of  registration  statement
          under the Securities  Act o 1933 and shall maintain such  registration
          statement's effectiveness as all required times.


<PAGE>
     (d)  Company  shall,  to the  extent  permitted  by law,  may make loans to
          Executive in  reasonable  amounts on reasonable  terms and  conditions
          during his  employment  by Company to  facilitate  the exercise of the
          options granted to him as described above.

7.   Benefits

     (a)  Executive  shall be entitled to receive all  benefits  generally  made
          available to other executives of company.

     (b)  Company  shall  maintain  during  the  term  hereof  a  minimum  of  a
          $1,000,000  split  dollar life  insurance  policy on his life unless a
          physical  examination  (which  he  agrees  to take)  shows  that he is
          uninsurable.

     (c)  Company shall maintain a full medical coverage for Executives,  spouse
          and children.

     (d)  Personal liability insurance.

     (e)  Company Car Lease

     (f)  Regional Professional Sports Season tickets for gifts

     (g)  Free Financial Counseling, Legal and Accounting advice

     (h)  Health, or Country Club Membership

     (i)  Paid sick leave

     (j)  Vacations  of up to six  weeks  per year or  longer  as the  Board may
          authorize during which time Executive's  compensation shall be paid in
          full and he shall  continue  to  participate  in all other  rights and
          benefits.

     (k)  Travel Expenses inclusive of Airline VIP Clubs

     (l)  Relocation Expenses.

          (i)  Employer shall  reimburse the Executive for  reasonable  expenses
               incurred in  relocation,  but not  confined  to: all costs of the
               physical  move;  en route travel  expenses,  including  hotel and
               meals;  temporary  living  expenses  for  Executive  and  family,
               including  meals,  for up to fifteen (15) weeks;  three (3) house
               hunting  trips for the  Executive  and family;  weekly  commuting
               expenses until Executive has moved;  closing costs and commission
               involved in selling Executive's former residence and purchasing a


<PAGE>
               residence  in  the  area  of  company's  desired   location.   An
               additional  amount  to cover  federal,  state,  and  local  taxes
               incurred  as a result  of the  relocation.  Company  may  provide
               temporary  financing  while  the  Executive  is  trying to obtain
               permanent financing.

          (ii) Creative Time: The company  recognizes the value of creativity of
               the Executive if he is allowed  "creative time" in an environment
               that suits and stimulates the executive. The company will pay all
               costs of this  time  off  including  meals  and  lodging  for one
               weekend each quarter in an area of the executives choice to boost
               and  recharge  his  creative  abilities.   These  activities  are
               including but not limited to recreational  activities,  religious
               retreats,  health spas or any other activity deemed  necessary by
               the executive.

8.   Reimbursement for Expenses

     Executive  shall be expected to incur various business expenses customarily
incurred  by  person  holding  like  positions,  including  but  not  limited to
traveling,  entertainment  and similar expenses, all of which are to be incurred
by  Executive for the benefit of Company.  Subject to company's policy regarding
the  reimbursement  and  non-reimbursement  of all such expenses), Company shall
reimburse Executive for such expenses from time to time, at Executive's request,
and  Executive  shall  account  to  Company  for  such  expenses.

9.   Protection of Company's Interests

     (a)  During the term of this  Agreement  Executive  shall not  directly  or
          indirectly  engage in competition with, or not own any interest in any
          business  which  competes  with, any business of Company or any of its
          subsidiaries; provided, however, that the provisions of this Section 9
          shall not prohibit  his  ownership of not more than 5% of voting stock
          of any publicly held corporation unless approved by the board.

     (b)  Except for actions taken in the course of his employment hereunder, at
          no time shall  Executive  divulge,  furnish or make  accessible to any
          person  any  information  of  a  confidential  or  proprietary  nature
          obtained by him while in the employ of Company.  Upon  termination  of
          his employment by Company,  Executive  shall return to the Company all
          such  information  which exists in writing or other  physical form and
          all copies thereof in his possession or under his control.

     (c)  Company,   its  successors  and  assigns,   shall,   in  additions  to
          Executive's  services,  be  entitled  to  receive  and  own all of the
          results and proceeds of said services (including,  without limitation,
          literary material and other intellectual property) produced or created
          during the term of Executive's  employment hereunder.  Executive will,
          at the request of Company,  execute such assignments,  certificates of


<PAGE>
          other  instruments  as Company may from time to time deem necessary or
          desirable to evidence, establish, maintain, protect, enforce or defend
          its right or title to any such material.

     (d)  Executive recognizes that the services to be rendered by him hereunder
          are of a  character  giving  them  peculiar  value,  the loss of which
          cannot be adequately compensated for in damages, and in the event of a
          breach of this  Agreement by  Executive,  Company shall be entitled to
          equitable  relief  by  way of  injunction  or by any  other  legal  or
          equitable remedies.

10.  Termination by Company

     (a)  Company shall have the right to terminate this Agreement after January
          1,  2000  under  the  following  circumstances.   The  company  cannot
          terminate the executive  prior to this date.  (the company  recognizes
          the  value of the  Executives  role in the  critical  first  two years
          following the merger with a public shell).

          (i)  Upon the death of Executive

          (ii) Upon notice from  Company to Executive in the event of an illness
               or other disability which has  incapacitated  him from performing
               his duties for twelve  consecutive  months as  determined in good
               faith by the board.

          (iii)For good cause upon notice from Company,  Termination  by Company
               of  Executive's  employment  for  "good  cause"  as  used in this
               Agreement shall be limited to gross  negligence or malfeasance by
               Executive in the  performance  of his duties under this agreement
               or the voluntary  resignation  by Executive as an employee of the
               company without the prior written consent of the Company.

          (iv) For creating private deals at the expense of Company, not for the
               benefit of the Company and realizing  all of the profits  without
               the knowledge or approval of the Board.

     (b)  If this  Agreement  is  terminated  pursuant to Section  10(a)  above,
          Executive's rights and Company's obligations hereunder shall forthwith
          terminate except as expressly provided in this Agreement.

     (c)  If this Agreement is terminated  pursuant to Section  10(a)(I) or (ii)
          hereof,  Executive  or his estate shall be entitled to receive 100% of
          his  base  salary  for the  balance  of the  term  of this  Agreement,
          together with the bonus  provided for in Section 4(e) hereof.  Company
          may purchase insurance to cover all or any part of its obligations set
          forth  in the  preceding  sentence,  and  Executive  agrees  to take a


<PAGE>
          physical examination to facilitate the obtaining of such insurance. If
          the physical  examination  shows that Executive is  uninsurable,  such
          death and  disability  benefits  shall  not be  provided  (except  for
          bonus),  and  Executive  shall receive only normal  Company  levels of
          death and disability benefits.

     (d)  Whenever  compensation is payable to Executive hereunder during a time
          when he is partially or totally  disabled and such disability  (except
          for the provisions  hereof) would entitle him to disability  income or
          to salary continuation payments from Company according to the terms of
          any plan now or  hereafter  provided  by Company or  according  to any
          Company  policy  in  effect  at  the  time  of  such  disability,  the
          compensation  payable to him hereunder  shall be inclusive of any such
          disability income or salary  continuation and shall not be in addition
          thereto.  If disability  income is payable directly to Executive under
          an  insurance  policy paid for by Company,  the amounts paid to him by
          said insurance  company shall be considered to be part of the payments
          to be made by Company to him  pursuant  to this  Section 10, and shall
          not be in addition thereto.

     (e)  Under  this  agreement   pursuant  to  sections   10(a)(b)(c)(d)   the
          termination  of an  Executive's  contract  for "Good  Cause"  shall be
          determined  and  enforced  by an  unanimous  decision  by the Board of
          Directors.

     (f)  If the  Executive  had  relocated  his  home  for the  benefit  of the
          Company,  upon his  termination  for "Good  Cause"  the  Company  will
          purchase  his home at fair  market  value (if within 5 year  period of
          moving) and relocated him at Company to his original home location.

11.  Termination by Executive

     Executive  shall  have  the  right  to  terminate his employment under this
agreement  upon  30  days'  notice to company given within 60 days following the
occurrence  of  any  o  the  following  events:

     (i)  Executive  is not  elected or retained as  President  and  Director of
          company.

     (ii) Company   acts   to   materially   reduce   Executive's   duties   and
          responsibilities  hereunder.  Executive's duties and  responsibilities
          shall not be deemed  materially  reduced for purposes hereof solely by
          virtue of he fact that Company is (or  substantially all of its assets
          are) sold to, or is combined with,  another  entity  provided that (a)
          Executive shall continue to have the same duties and  responsibilities
          with  respect  to  Company's  Loan and Real  Estate  business  and (b)
          Executive  shall report  directly to the chief  executive  officer and
          board of directors of the entity (or individual) that requires Company
          or its assets.


<PAGE>
     (iii)Company acts to change the geographic  location of the  performance of
          Executive's duties from the Tampa Bay metropolitan area.

12.  Consequences of Breach of Company

     (a)  If this Agreement is terminated  pursuant to Section 11 hereof,  or if
          Company shall terminate Executive's employment under this Agreement in
          any other  way that is a breach  of this  Agreement  by  Company,  the
          following shall apply:

          (i)  Executive shall receive a cash payment equal to the present value
               (based  on a  discount  rate of 9%) of  Executive's  base  salary
               hereunder for the remainder of the term,  payable  within 39 days
               of the date of such termination.

          (ii) Executive  shall be  entitled  to bonus  payments  as provided in
               Sections  4 and 5 above (it being  understood,  however  that all
               such bonus  payments,  if made pursuant to this clause,  shall be
               paid in cash  regardless of whether or not such  payments  exceed
               the Cash Limit).

          (iii)All stock  options  and  Restricted  Stock  granted by Company to
               executive under the Plan or granted by Company to Executive prior
               to the  date  hereof  shall  accelerate  and  become  immediately
               exercisable.

     (b)  The parties  believe that because of the limitations of Section 11(ii)
          the above payments do not constitute "Excess Parachute Payments" under
          Section  280G of the Internal  Revenue  Code of 1954,  as amended (the
          "Code").  Notwithstanding  such  belief,  if  any  benefit  under  the
          preceding  paragraph is determined to be an "Excess Parachute Payment"
          the Company shall pay Executive an additional  amount ("Tax  Payment")
          such that (x) the excess of all Excess Parachute  Payments  (including
          payments under this sentence) over the sum of excise tax thereon under
          section  4999 of the Code and income tax thereon  under  Subtitle A of
          the Code and under  applicable state law is equal to (y) the excess of
          all Excess Parachute Payments (excluding payments under this sentence)
          over  income  tax  thereon  under  Subtitle  A of the Code  and  under
          applicable state law, provided that the company shall not be obligated
          to make a Tax  Payment  in excess o the  value of 6.6667  compensation
          years.  For the purposes hereof,  the value of a "Compensation  Year",
          including stock options and bonus entitlements, is defined as equal to
          two times the base salary set for in Section 3.


<PAGE>
13.  Remedies

     Company recognizes that because of Executive's special talents, stature and
opportunities  in  the  corporate  management  environment,  and  because of the
creative  nature of and compensation practices of said industry and the material
impact  that  individual  projects  can  have  on  and  the company's results of
operations,  in  the  event  of  termination  by Company hereunder (except under
Section  10(a)),  or  in the event of termination by Executive under Section 11,
before  the  end  of  the  agree  term, Company acknowledges and agrees that the
provisions  for  the  consequences  of  such  termination,  do  not constitute a
penalty,  and  such  payments  and  benefits  shall not be limited or reduced by
amounts  Executive  might  earn  or be able to earn from any other employment or
ventures  during  the  remainder  of  the  agreed  term  of  this  Agreement.

14.  CONFLICT RESOLUTION

     In  case  of  any  dispute  between the Executive and the Company as to the
amount  of  additional  compensation  payable to the Executive in respect of any
fiscal  year,  determination  of  the amount so payable will be determined by an
independent accountant so hired by the Company, made at the request of any party
shall  be  binding  and  conclusive on all parties hereto. In the event that any
action,  suit  or other proceeding in law or in equity is brought to enforce the
provisions  of  this  agreement,  and  such  action results in the awarding of a
judgment  in  favor  of  the Company, all expenses of the Company in conjunction
with  said  action  shall  be  payable  by  the  Executive.

15.  BINDING AGREEMENT

     This  instrument  shall  be  binding  upon  and  inure  to  the  benefit of
Executive,  his  heirs,  distributees and assigns and company, its successor and
assigns.  Executive  may  not,  without  the  express  written permission of the
Company,  assign  or  pledge  any rights or obligations hereunder to any person,
firm  or  corporation.

16.  AMENDMENT; WAIVER

     This  instrument  contains the entire agreement of the parties with respect
to  the  employment  of  Executive by Company.   No amendment or modification of
this  agreement shall be valid unless evidenced by a written instrument executed
by  the  parties  hereto.  No  waiver by either party of any breach by the other
party  of  any provision or condition of this Agreement shall be deemed a waiver
of  any similar or dissimilar provision or condition at the same or any prior or
subsequent  time.

17.  GOVERNING LAW

     (a)  This agreement  shall be governed by and construed in accordance  with
          the laws of the State of Nevada.


<PAGE>
     (b) The parties are aware that  Executive's  obligation to provide services
to Company  hereunder for the full term of this agreement (with a minimum of two
years and  approximately  five  years) The  parties  agree  that this  Agreement
(together with certain additional documents and agreements specifically referred
to herein)  shall  constitute  the sole and  conclusive  basis for  establishing
Executive's  compensation  for  all  services  are  provided  by him  hereunder,
regardless  of from the date hereof,  notwithstanding  the further  provision of
tract  employment  may be referred to as  affording  a  "presumptive  measure of
compensation"  for services under such contract.  Executive  hereby confirms his
intent to provide services to the Company under this Agreement for the full term
thereof.

18.  NOTICES
     All  notices  which  a party is required or may desire to give to the other
party  under  or; in connection with this Agreement shall be given in writing by
addressing  the  same  to  the  other  party  as  follows:

If  to  Executive  to:
Michael  Bruce  Hall
6825  14th  Ave.  N.
St.  Petersburg,  Florida  33710

If  to  Company  to:
Pinnacle  Business  Management  Inc.
2963  Gulf  To  Bay  Blvd.  Suite  265
Clearwater  Florida  33759

or  at such other places may be designated in writing by like notice. Any notice
shall  be  deemed  to  have  been given within 46 hours after being addressed as
required herein and deposited, first class postage prepaid, in the United States
mail.

IN  WITNESS  THEREOF,  the  parties have executed this agreement this 1st day of
December,  1997,  effective  as  of  the  day  and  year  first  above  written.

_______/s/__________________________
Michael  Bruce  Hall
President  Pinnacle  Business  Management,  Inc.

________/s/_________________________
Jeffery  G.  Turino
C.E.O.  Pinnacle  Business  Management,  Inc.


<PAGE>
                                                                  Exhibit 10.5.3

                              AGREEMENT AND RELEASE


     THIS  AGREEMENT is made on the 28th day of February, 2000, between PINNACLE
BUSINESS  MANAGEMENT,  INC.,  a  Nevada corporation, located at 2963 Gulf to Bay
Blvd,  Suites  265  and 210 Clearwater, Florida 33759 ("Pinnacle" or "Company"),
and  JEFFREY  G.  TURINO,  an  individual  residing at 6501 Ridgecrest Dr.; Port
Richie,  Florida 34668 ("Turino") and MICHAEL BRUCE HALL, an individual residing
at  6825  14th  Ave, N.; St. Petersburg, Florida 33710 ("Hall"). Turino and Hall
are  referred  together  as  the  "Executives."

                                    ARTICLE I

                                  INTRODUCTION

1.01 Pinnacle,  incorporated  in 1997, has entered into an employment  agreement
     effective October 14, 1997 with each of the Executives ("Agreement"). Under
     the  terms  of  the  Agreement,   the  Executive  is  committed  to  expend
     substantially  all of his professional time for the benefit of the Company.
     In consideration,  each Executive  receives per year $104,000 in salary; 5%
     of the Company's pretax income as bonus (with a minimum of $52,000 in bonus
     in  1998);  and stock  options  for the  purchase  of  1,000,000  shares of
     Pinnacle  stock.  The Company  also  agrees to  purchase  and keep in force
     $1,000,000 in life insurance on each Executive.

1.02 The Agreement contemplated, and states, that the purpose for Pinnacle is to
     engage in the real estate investment and loan businesses. The Company never
     acquired the  resources  necessary to engage in the real estate  investment
     business.  Pinnacle,  however,  conducted an active title loan business. In
     1998 and 1999, laws were enacted that virtually  eliminated the possibility
     of a profitable title loan business, through no fault of the Executives.

1.03 The Company was not able to pay the Executives their full compensation,  in
     cash or in stock. Each Executive was paid $55,000 in 1997; $65,464 in 1998,
     and  $61,728  in  1999.  The  Company  did not  perform  the  terms  of the
     agreement.  Among others,  it never adopted the incentive stock option plan
     nor did it purchase life insurance on the Executives.

1.04 The Executives  performed  beyond the terms of the Agreement by researching
     and developing a new line of business a "payday deferred deposit  services"
     business  ("PayCheck").  Further, the Executives negotiated a contract with
     Mail Boxes Etc.,  USA,  Inc.  to use their MBE Centers  (defined in the MBE
     agreement) as a distribution  system for the PayCheck  business.  This is a
     promising new line of business.

1.05 Pinnacle stock has traded on the Over the Counter Bulletin Board. Effective
     March 9, 2000, a new rule will take effect,  effectively delisting Pinnacle
     stock. The stock price, presently around $.12 per share is expected to fall
     since there will be no market for the stock.  The executives  have caused a
     Form 10 to be drafted and filed.  Further,  the  Executives are seeking out
     and investigating  other companies as possible merger candidates.  A merger
     might  provide  an  entry  into  the  Securities  and  Exchange  Commission
     disclosure system, enabling relisting of the Company's stock. It might also
     provide liquidity to the Company.  Possible merger partners,  however,  are
     unwilling  to  consider   companies   with   contingent   or   unliquidated
     liabilities.

1.06 The  Company  and the  Executives  agree  that the  Agreement  has not been
     performed in accordance  with its terms.  The Executives may have claims in
     litigation against the Company. The Executives, however, both served on the
     Board of Directors of the Company and it is impossible to ascertain to what
     extent the  Executives  had any control or power to affect the decisions of
     the  Company.  Nevertheless,  this  situation  could  create  a  contingent
     liability that would make merging with Pinnacle unattractive.


<PAGE>
1.07 In addition, this is a critical juncture in the history of the Company. The
     MBE Agreement offers enormous potential, but the financial condition of the
     Company is very  serious.  The Company  has  incurred a great deal of debt.
     Further, the income of the business has been invested in the implementation
     of the PayCheck line of business.  This  business is technology  and people
     intensive,  but the  Company  has not  acquired  hard  assets that could be
     liquidated  and  distributed  to  investors.  As a  result,  the  Company's
     creditors  and  investors  are  unlikely  to  receive a yield,  unless  the
     Executives  stay with the  business  and  continue to develop the  PayCheck
     business.  The Executives  could leave,  on the basis that the terms of the
     Agreement have been breached.

1.08 Therefore,  the  Company  and  the  Executives  seek  to  enter  into  this
     agreement,  to document the terms of their agreement, to make provision for
     payment,  and release all claims  realized or unrealized,  arising from the
     Agreement, under the terms and conditions set forth herein.


                                   ARTICLE II

                                 ISSUE OF STOCK

2.01 The Company agrees to issue to Turino and Hall 27,500,000 shares of Company
     stock each.  The shares are  restricted  stock under the terms of Rule 144,
     issued under Rule 506,  Regulation D, promulgated  under the Securities Act
     of 1933 ("Shares").  The Executives  understand that transfer of the Shares
     is  restricted  for two  years  and  agree  that  the  Shares  will  not be
     registered  for  offering  during  the first  year  "lock-up  period."  The
     Executives  acknowledge  that the book  value of the  Shares  is  currently
     negative  and that  there is no market  for the  stock,  nor  ascertainable
     value.


                                   ARTICLE III

                                     RELEASE

     NOW  THEREFORE,  for and in consideration of the premises hereof, the above
recitals  and other good and valuable consideration, the receipt and sufficiency
of  all  of  which is hereby expressly acknowledged, the parties hereto agree as
follows:

3.01 Upon  receipt  of the  Shares,  the  Executives  waive any right  under the
     Agreement to compensation, bonuses, and stock options earned before January
     1, 2000. Turino and Hall hereby agree and acknowledge that,  effective upon
     receipt of the shares of stock referred to in paragraph 2.01,  there are no
     existing  claims or defenses,  personal or otherwise,  or rights of setoff,
     deferred  compensation in cash or stock. The Executives further release any
     claim arising with respect to this Release, the Shares or to the Agreement.
     The  Executives  each  for  himself,   and  his  respective   predecessors,
     successors,  and  assigns,  his  employees,  agents and  servants,  and all
     persons,  natural or corporate,  in privity with them or any of them,  from
     any and all  claims or causes of action of any kind  whatsoever,  at common
     law, statutory or otherwise,  which the Executives,  or either of them, has
     now or might have in the future,  known or unknown,  now  existing or which
     might  arise  hereafter,   directly  or  indirectly   attributable  to  the
     performance of the Agreement before the date of this Release.

3.02 Upon  execution of this  agreement,  the Company  hereby waives any and all
     claims  known or unknown  against  Turino and Hall  arising with respect to
     this  Release,  the Shares,  or to the  Agreement.  This release  binds the
     Company's affiliates, predecessors, successors, and assigns, his employees,
     agents and servants, and all persons,  natural or corporate in privity with
     them or any of them.

3.03 It is expressly understood and agreed that the terms hereof are contractual
     and not merely recitals,  and that the agreements  herein contained and the
     consideration herein transferred is to compromise doubtful claims, and that
     no  releases  made or other  consideration  given  hereby or in  connection
     herewith shall be construed as an admission of liability. Each party hereto
     represents and warrants that the consideration to each of them for entering


<PAGE>
     into this Release and the  transactions  contemplated  hereby is sufficient
     and equal to the value of all claims, demands, actions and causes of action
     herein relinquished,  released, renounced,  abandoned, acquitted, waived or
     discharged,  and that this Release is in full settlement,  satisfaction and
     discharge  of any and all such  claims,  demands,  actions,  and  causes of
     action that such party may have or be entitled to against the Company,  its
     affiliates,   predecessors,   assigns,  legal  representatives,   officers,
     directors, employees, attorneys and agents.

3.04 The  Executives  each  represents  and  warrants  that he has all power and
     authority to enter into, execute and deliver this Release,  all proceedings
     required to be taken to authorize the execution,  delivery and  performance
     of this release and the agreements and undertakings relating hereto and the
     transactions  contemplated  hereby have been validly and properly taken and
     this  Release  constitutes  a valid and  binding  obligation  of each party
     hereto in the capacity in which executed.  Each party further  respectively
     represents  and warrants that it enters into this Release freely of its own
     accord without reliance on any representations of any kind or character not
     set forth  herein.  Each party  enters into this release upon the advice of
     and in  concurrence  with  its  own  legal  counsel,  and  the  Company  is
     represented by separate legal counsel from that of either Executive.



                                   ARTICLE IV

                      AMENDMENT OF THE EMPLOYMENT AGREEMENT

4.01 The  Executives  agree  to  continue  employment  under  the  terms  of the
     Agreement until 2002 as if no breach of the Agreement occurred.

4.02 The Agreement is hereby amended.  All provisions creating stock options and
     the promise of the Company to adopt an  incentive  stock  option as part of
     the Agreement is deleted. All references to compensation due the Executives
     before  January  1, 2000 is  deleted.  The  Company  acknowledges  that the
     compensation  paid the  Executives was duly earned and paid. The Executives
     waive the right to any further deferred  compensation earned before January
     1, 2000 under the terms of the Agreement.

4.03 The Company still intends to purchase life insurance on the Executives. The
     Executives  agree that the Company is required to purchase  insurance  only
     after the Company has a positive Total Assets,  Net Assets, and Net Income.
     All other  provisions  of the Agreement  still apply,  and will continue to
     apply throughout the remainder of the Agreement's term.


                                    ARTICLE V

                            MISCELLANEOUS PROVISIONS

5.01 No change in or additions to this  agreement  may be made,  and  compliance
     with any  covenant  or  provision  herein or  therein  set forth may not be
     omitted or waived, unless the parties shall so agree in writing.

5.02 All representations and warranties made in this agreement shall survive the
     execution hereof and delivery of the Shares.

5.03 The invalidity or  unenforceability of any provision hereof shall in no way
     affect the validity or enforceability of any other provision.



<PAGE>
IN  WITNESS  WHEREOF,  the  undersigned  Parties  have  signed  this  agreement,
continuing  this  page,  and ___ pages preceding, effective on the year and date
first  above  written.


PINNACLE  BUSINESS  MANAGEMENT,  INC.




By: /s/  Bruce  Hall
---------------------------
Bruce  Hall,  President




 /s/  Jeffrey  G.  Turino
---------------------------
Jeffrey  G.  Turino

The  spouse  acknowledges that this Agreement contains terms which may alter her
rights  as  provided  by  Florida  law.



Spouse: /s/  Mary  Turino
---------------------------




/s/  Michael  Bruce  Hall
---------------------------
Michael  Bruce  Hall

The  spouse  acknowledges that this Agreement contains terms which may alter her
rights  as  provided  by  Florida  law.




Spouse:/s/ Jackie Lynn Hall
---------------------------


<PAGE>