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                                                                    EXHIBIT 10.7

               AMENDMENT TO AGREEMENT BETWEEN GORDON & ASSOCIATES
                 STRATEGIC INVESTMENTS, INC.   PINNACLE BUSINESS
                                 MANAGEMENT, INC
                                 ---------------


     KNOW ALL PERSONS BY THESE PRESENTS:

     BE IT  KNOWN  that on the  19th  day of May,  1999  and on the  l6th day of
December l999, Gordon & Associates  Strategic  Investments,  Inc. ("Gordon") and
Pinnacle  Business  Management,  Inc.  ("Pinnacle")  entered  into a  Consulting
Services   Agreement  and  a  Stock  Options   Agreement   (the   "Agreements"),
respectively, pertaining to the development of Pinnacle's business.

     BE IT FURTHER KNOWN that on this day, the Agreements,  as applicable,  were
amended to reflect the following changes:

1.01.     As  it  pertains  to  paragraph  2  "Compensation"   and  Exhibit  "A"
                                               ------------
          "Compensation  for   Services  Rendered"  in  the  Consulting  Service
          Agreement,  and  as  it  pertains  to  the  Stock  Options  Agreement,
          as  applicable,   this  amendment  shall  apply  under  the  following
          circumstances;

2.01.     Gordon shall introduce Pinnacle to SmartFed,  Inc. ("SmartFed)- Should
          Pinnacle  enter into an  agreement  with  SmartFed or should  Pinnacle
          enter into an  agreement  with a bank  introduced  to  Pinnacle  by or
          though SmartFed,  then this Amendment shall govern and Gordon shall be
          compensated for its services in accordance with Paragraph 3.01 herein:

2.02.     According to the  Agreements,  Gordon is  presently to be  compensated
          with "Price Performance Options" as follows:

     (A)  If the closing  price of the common  stock is equal to or greater than
          $1.00 per share for 30 consecutive days, Pinnacle will issue 1,500,000
          shares to Gordon  within  seven (7) days of the such event (the "$1.00
          Options");

     (B)  If the closing  price of the common  stock is equal to or greater than
          $2.00  per share  for 30  consecutive  days,  Pinnacle  will  issue in
          addition to the $1.00 Options, 2,500,000 shares to Gordon within seven
          (7) days of such event (the "$2.00 Options");

     (C)  If the closing  price of the common  stock is equal to or greater than
          $2.75  per share  for 30  consecutive  days,  Pinnacle  will  issue in
          addition to the l.00 Options and the $2.00 Options,  3,000,000  shares
          to Gordon within seven (7) days of such event (the "$2.75 Options");


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     (D)  If the closing  price of the common  stock is equal to or greater than
          $5.00  per share  for 30  consecutive  days,  Pinnacle  will  issue in
          addition to the l.00 Options, the $2.00 Options and the $2.75 Options,
          5,000,000 shares to Gordon within seven (7) days of such event.

3.01.     In exchange.  for the valuable service provided by Gordon to Pinnacle,
          Pinnacle  hereby  waives all vesting  requirements  with regard to the
          Price  Performance  Options  outlined in the Agreements as outlined in
          2.02 (A)  through (D) above,  and such  Options  shall be  immediately
          vested and exercisable by Gordon.

3.02.     All other terms for exercising  the Options  related to this Amendment
          shall remain in full force and effect.

3.03.     This  amendment  shall  in no  way  affect  the  terms  pertaining  to
          Gordon's  right to exercise the "Store  options or "Location  Options"
          within the Agreements.


     This  Amendment  is  entered  into  this  16th  day of March, 2000.
                                               ----

               Pinnacle  Business  Management,  Inc

                    By:  Jeff  Turino,  CEO

                         /s/  Jeff  Turino
                   Pinnacle Business Management, Inc.


                       ------------------------------
                    By:  Bruce  Hall,  President


                    Gordon & Strategic Investments, Inc.


                       ------------------------------
                    By:  Dennis Gordon, President


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