Document is copied.
                                                                   EXHIBIT 10.12


                                                             Document is copied.
                              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
          twelve months of termination and (ii) shall not apply


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          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).


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     (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 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.


<PAGE>
          (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
          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.


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     (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
          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.


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     (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.


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     (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.


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