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  purchase,  at a price of  $.125  per  share,  a total of
          5,580,000  shares of common Stock of  PINNACLE,  with demand and piggy


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          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)  for the underlying  shares of common stock to MEYERSON


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          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  AGREEMENT  to the extent  that such


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


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