STOCK OPTION AGREEMENT

Pinnacle  Business  Management,  Inc. (the "Company" or "Pinnacle") and Gordon &
Associates  Strategic  Investments, Inc. and/or its designee(s) ("Gordon" or the
"Optionee"),  to be effective as of the 19th day of May 1999 (the "Grant Date").

     1.   PURPOSE.  The company and  Optionee  have  entered  into a  Consulting
          Services  Agreement  dated May 19, 1999  pursuant to which the Company
          agreed to issue shares of common stock, $.001 par value and options to
          purchase shares of common stock for providing a strategic and valuable
          contact for the Company's  business.  In order to meet its obligations
          under the Consulting Services Agreement,  the Company desires to enter
          into this Stock Option  Agreement to more fully evidence the intent of
          the Company to issue  stock  options  and to reward  Optionee  for its
          efforts in contributing to the growth of the Company.

     2.   NATURE OF OPTION. The options are intended a constitute  non-qualified
          stock option.

     3.   GRANT OF OPTIONS.  The Company  grants to Optionee  stock options (the
          "Options")  to  purchase  up to a total of  35,322,578  shares  of the
          Company's  common  stock,  par  value  $.001 per  share  (the  "Common
          Stock"),  at such time(s) and at such price(s) as set forth on Exhibit
          "A"  attached to  Consulting  Services  Agreement  and any  amendments
          thereto (hereinafter referred to as Exhibit "A").

     4.   VESTING AND EXERCISE OF OPTIONS.  The Options vest and are immediately
          exercisable  upon the  occurrence  of the  opening  of  facilities  at
          certain Mailbox,  Etc.  locations and/or the Company achieving certain
          closing  prices  for its  Common  Stock,  as more  fully  set forth on
          Exhibit "A".

     5.   ADJUSTMENTS  IN THE EVENT OF  CERTAIN  TRANSACTION.  In the event of a
          stock dividend, stock split or a combination,  reverse stock split, or
          other change in the Company's capitalization, or other distribution to
          common  stockholders  other than __________ cash dividends,  after the
          effective  date of  this  Agreement,  the  Options  will  be  adjusted
          accordingly;  provided  that in no event will the  exercise  prices be
          increased.

     6.   ADJUSTMENTS  IN THE EVENT OF  SIGNIFICANT  TRANSACTIONS.  In the event
          Gordon introduces,  initiates, or consults to the Company regarding an
          event of a  consolidation  or merger in which the  Company  is not the
          surviving   corporation  or  which  results  in  the   acquisition  of
          substantially all of the Company's  outstanding stock, or in the event
          of the sale or transfer of substantially all the Company's assets or a
          dissolution  or  liquidation  of the  Company,  or in the  event  of a


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          transaction that would  effectively take the Company private or result
          in  the  Company   de-listing   its  shares  of  stock   ("Significant
          Transaction"),  all outstanding options under this Agreement as of the
          effective date of the Significant  Transaction  shall immediately vest
          and become  exercisable  in full and Gordon shall  participate in such
          Significant  Transaction  as  a  stockholder  and  the  Company  shall
          immediately  upon such  exercise  issue and  deliver  shares of Common
          Stock representing the Options.

7.   EXERCISE PRICE.

     a.   Registered  Shares:  In the event  that the  shares  of  Common  Stock
          ------------------
          covered by the Options are  registered and free trading at the time of
          exercise, the exercise prices of the Options are at such prices as set
          forth on Exhibit "A".

     b.   Unregistered  Shares:  In the event the shares of Common Stock covered
          --------------------
          by the Options are not registered  and free trading,  then the Company
          will  carry a zero  interest  promissory  note  for a  period  of time
          sufficient  for Gordon to have the  opportunity to sell, in accordance
          with the restrictive stock sale provisions of the Consulting  Services
          Agreement,  an amount of registered free trading securities sufficient
          to pay the exercise price per Exhibit "A".

     c.   Significant  Transaction:  In the event of a Significant  Transaction,
          ------------------------
          Gordon will pay the exercise price of the lesser of twenty-five  cents
          ($.25)  per  share or 30% of the  average  closing  bid  price for the
          thirty trading days prior to the first day of which either the company
          enters  into an  agreement  to execute a  significant  Transaction  or
          disseminates  any news release,  announcement or other  information to
          the public or the Company's  shareholders  related to the  Significant
          Transaction.  In the event of a  Significant  Transaction  the company
          will  carry a zero  interest  promissory  note  for a  period  of time
          sufficient  for the events of the  Significant  Transaction  to either
          provide  Optionee cash and/or the  opportunity  to sell, in accordance
          with the restrictive stock sale provisions of the Consulting  Services
          Agreement,  an amount of registered free trading securities sufficient
          to pay the exercise price.


8.   TERM OF OPTIONS.  This Option  Agreement  is valid for the same term as the
     Consulting Services Agreement.

9.   METHOD OF EXERCISING  OPTION.  The Options are  exercisable by delivering a
     written  notice  signed by the  Optionee to the  Secretary  of the Company,
     which  shall  specify  the number of shares to be acquired by virtue of the
     exercise of the options. The Optionee shall further deliver the federal tax
     identification  numbers or social  security  numbers of the  Optionee,  the
     method of payment  elected  and the amount  thereof,  and the exact name in


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     which the shares will be  registered.  The Optionee may withdraw  notice of
     exercise of the Option at any time before close of business on the business
     day  preceding  the exercise  date.  If a person or persons  other than the
     Optionee exercises the Option,  such other person or persons must sign such
     notice.

10.  DELIVERY OF SHARES.  Upon the exercise of any options under this Agreement,
     the Company  will deliver to Gordon,  within ten (10)  business  days,  the
     stock certificates evidencing the options exercised.

11.  METHOD OF PAYMENT.

     Registered  Shares: If the shares are registered and free trading,  payment
     ------------------
     of the exercise price for the shares  purchased  under the Options shall be
     delivered to the  Secretary of The Company,  within ten (10)  business days
     after  receipt  of  shares  covered  by  the  exercised  options,   by  any
     combination of the following:

     a.   Cash;
     b.   Certified  Check;
     c.   Cashier's  Check;
     d.   Wire  Transfer;

     e.   Shares of Common  Stock.  Shares of common stock owned by the Optionee
          and valued at the closing  price of the common  stock at the date that
          the  payment  is due by the  Optionee  and shall  contain  all  proper
          endorsements;
     f.   Broker-Dealer.  The Options are exercisable by a broker-dealer  acting
          on behalf of the Optionee if the broker-dealer receivers the following
          from the Optionee or the Company:

          i.   This Option Agreement; and
          ii.  Written  instructions,  signed by the  Optionee,  requesting  the
               Company to deliver the Shares to the  broker-dealer  on behalf of
               such Optionee and  specifying  the account into which such Shares
               should be deposited.

     Unregistered  Shares or  Significant  Transaction:  If the  shares  are not
     --------------------------------------------------
     registered  and free trading or in the event of a  Significant  Transaction
     the  payment  of the  exercise  price will be made in  accordance  with the
     provisions  of paragraph 7 (b) or (c) herein and delivered to the Secretary
     of the  Company.  When  payment is required it shall be made in  accordance
     with (a), (b), (c), (d), (e), or (f) of this paragraph.

12.  RIGHT OF EXERCISE.  The Options are exercisable at any time during the term
     of this Option Agreement, in whole or in part, to acquire those Shares that
     have vested in accordance with this Option  Agreement;  provided,  however,
     that this Option may only be  exercisable to acquire whole shares of Common
     Stock.


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13.  APPROVAL.  If required by applicable  law, the Company will obtain board of
     director  and  shareholder  approval of this Option  Agreement  pursuant to
     which the options are covered.  The  resolutions  of the Board of Directors
     and  Shareholders  will authorize the Company to reserve for issuance under
     the Stock Option Plan 35,322,578 shares of the Company's Common Stock.

14.  SECURITIES  REPRESENTATION.  The Company is  obligated  to have  previously
     registered the shares of Common Stock covered by these Options, however, as
     of the date of this  Agreement  the  shares of Common  Stock  have not been
     registered  but  this  in no  way  eliminates  or  modifies  the  Company's
     obligation  to register all shares of common Stock  subject to the Options.
     However,  Optionee  understands that until such shares are registered there
     are certain restrictions upon the sale and transfer of such shares and Rule
     144 and/or Rule 701 under the  Securities  Act of 1933 may be  available in
     connection  with any  resale of shares of  Common  Stock.  Optionee  hereby
     represents  (and  promises to so  represent  upon any  exercise  under this
     Option)  that as of the dates any  unregistered  shares of Common Stock are
     hereafter acquired by Optionee,  such unregistered shares shall be acquired
     for  Optionee's  own  account,  for  investment  and not  with a view to be
     distribution thereof.

     Company  represents  and warrants  that upon the  exercise of Options,  the
     Company  will  notify  Gordon  as  to  the  number  of  shares  issued  and
     outstanding  of the  Company  so that  Gordon may  comply  with  applicable
     Securities Laws.

15.  MISCELLANEOUS

     a.   Registration  Rights.  The company shall register the shares of Common
          ---------------------
          Stock  represented  by the Options  with the  Securities  and Exchange
          Commission  pursuant to a registration  statement  (Securities Acts of
          1933 and  1934) as soon as  practicable  following  execution  of this
          Agreement  and in any event no later than one (1) month  following the
          execution date of this Agreement.

     b.   Notification.   The  Company   shall  notify  the  Optionee  that  the
          ------------
          registration  statement has been filed within five business days after
          such filing. The Company shall include in such registration  statement
          all  shares  of  Common  Stock  subject  to  this  Option   Agreement,
          regardless  of  whether  such  shares  of Common  Stock  have been the
          subject of an exercise or are currently vested.

     c.   Modification.   This  Agreement  may  not  be  modified,   changed  or
          ------------
          terminated verbally,  and may only be modified,  changed or terminated
          by  an  agreement  in  writing   signed  by  the  party  against  whom
          enforcement  of  any  such  change  of  termination  is  sought.   Any
          modification  or change or  termination  of this  Agreement  shall not
          operate to deny or  otherwise  take away any right of the  Optionee to
          exercise  the  Options to the  extent of the  vested  rights set forth
          herein.


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     d.   No Minimum Engagement. The company shall not be deemed by the grant of
          ---------------------
          the Options (as distinguished  from the separate  Consulting  Services
          Agreement) to be required to engage  Optionee for any minimum  period,
          nor is Gordon  required to perform any further duties or functions for
          the Company.

     e.   Shareholder  Rights Prior to and after  Exercise.  Optionee  shall not
          -------------------------------------------------
          have any rights as a shareholder with respect to any shares covered by
          the Options  until the date of the exercise of each of the Options and
          tender of payment  pursuant  to the terms and  conditions  for payment
          hereunder.  No adjustment  shall be made for dividends or other rights
          related to shares of Common  Stock for which the record  date is prior
          to the date the Option is exercised.  The delay or refusal on the part
          of the Company in issuing the stock certificates evidencing the shares
          of Common Stock subject to an exercise of the Options shall not result
          in a limitation,  restriction or denial of the Optionee's  rights as a
          shareholder of the Company subsequent to such exercise.

     f.   Governing  Law.  The  laws of the  State  of Texas  shall  govern  the
          --------------
          validity,   construction  and  performance  of  this  agreement.   Any
          invalidity  of any  provision of this  Agreement  shall not affect the
          validity of any provision.

     g.   Notice. All offers, notices, demands,  requests,  acceptances or other
          ------
          communications  hereunder  shall be in writing  and shall be deemed to
          have been duly made or given if  mailed  by  registered  or  certified
          mail, return receipt requested.  Any such notice mailed to the Company
          shall be addressed to its principal  office,  and any notice mailed to
          Optionee  shall be addressed  to  Optionee's  residence  address as it
          appears on the  signature  page hereof or the books and records of the
          Company  or to such  other  address  as  either  party  may  hereafter
          designate in writing to the other.

     h.   Third Party  Beneficiaries.  This Agreement shall inure to the benefit
          --------------------------
          of and bind the legal  representatives,  successors and assigns of the
          parties hereto.

     i.   No  Obligation  to Exercise.  To Optionee  shall have no obligation to
          ----------------------------
          exercise any Option granted by this Agreement.


IN  WITNESS  WHEREOF, THIS AGREEMENT IS EXECUTED EFFECTIVE AS OF THE GRANT DATE.
GORDON  &  ASSOCIATES  STRATEGIC  INVESTMENTS,  INC.


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By:   ____/s/___________________________________
     Denis  Gordon,  President

Address:     11191  Westheimer  #330
             Houston,  Texas  77024


PINNACLE  BUSINESS  MANAGEMENT,  INC.




By:  ___/s/_____________________________________
     Jeff  Turino,  Chief  Executive  Officer




By:  ___/s/_____________________________________
     M.  Bruce  Ball,  President

Address:     2963  Gulf  to  Bay  Blvd.,  Suite  265
             Clearwater,  Florida  33759


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