EXHIBIT 2(a)

                 SHELL ACQUISITION AND STOCK PURCHASE AGREEMENT

     This  SHELL  ACQUISITION  AND STOCK PURCHASE AGREEMENT dated as of March 3,
2000  (this "Agreement") is by and between MAS Acquisition XIX Corp., an Indiana
corporation ("MAS XIX"), MAS Capital Inc., a shareholder of MAS XIX which is the
beneficial  owner  of  8,250,000 of the issued and outstanding common stock (the
"Shareholder")  and  MRC  Legal  Services Corporation ("Acquiring Shareholder").

     The  respective  Boards  of  Directors of MAS XLIX, the Shareholder and the
Acquiring  Shareholder  deem  it  advisable  and  in the best interests of their
corporations  and  the  respective  shareholders  of  their  corporations  that
Acquiring Shareholder acquire securities of MAS XIX in accordance with the terms
and  conditions  of  this  Reorganization  and  Stock  Purchase  Agreement.

     1.     Acquisition  of  Shares.  The Shareholder is the beneficial owner of
            -----------------------
8,250,000 shares of the issued and outstanding shares of common stock of MAS XIX
consisting  of  approximately 96.8% of the issued and outstanding Shares. At the
Closing,  (i)  the  Shareholder  shall  deliver  to the Acquiring Shareholder or
assigns  an aggregate of 8,250,000 shares (the '~MAS XIX Shares"), together with
medallion  guaranteed  stock  powers and any and all other documents required to
transfer  the  MAS  XIX Shares to the Acquiring Shareholder or assigns; (ii) the
Acquiring  Shareholder  shall  deliver  by  wire transfer to MAS Capital Inc. an
aggregate  of  $80,000 in immediately available funds for delivery at closing to
the  Shareholders  (the  "Cash Proceeds"); (iii) the Acquiring Shareholder shall
deliver  by wire transfer to MAS Acquisition XIX Corp. an aggregate of$ 1,000 in
immediately  available  funds  for delivery to the remaining shareholders of MAS
XIX  upon  completion  of  the  Reverse  Stock  Split  (defined below); (iv) the
Acquiring  Shareholder  shall  cause  to  be  delivered  to the Shareholder as a
consulting  fee  an  aggregate  of  300,000  restricted  shares  and  100,000
free-trading  shares of Pinnacle Business Management, Inc. ("PCBM"); and (v) the
Acquiring  Shareholder  shall deliver $5,000 to Jim Stubler as a finders fee. On
or  before  the  Closing  Date,  the  Board  of  Directors  of  MAS  XIX and the
Shareholder  will  deliver  to  Acquiring  Shareholder (i) authorized minutes of
their  respective  board of directors authorizing this transaction; and (ii) the
corporate  records  of  MAS  XIX,  including  without limitation all stockholder
records,  board  minutes,  minute  books  and  other  records.

     2.     Reverse  Stock Split. Within seven calendar days of the Closing, the
            --------------------
Shareholder shall cause the directors of MAS XIX to complete a I share for 8,250
shares  reverse  stock  split (the "Reverse Stock Split") of its common stock in
accordance  with  Section  23-1-38-2(4)  of  the  Indiana  Corporation Code. The
Shareholder  shall  pay $.00 1927 per share for all fractional shares of MAS XIX
remaining  in  the  Reverse  Stock  Split (an aggregate of $1,000 for all of the
remaining  shareholders  of MAS XIX). Subsequent to the reverse stock split, MAS
XIX  will  have  one  remaining  shareholder  with  1,000  shares  outstanding.
Immediately  subsequent to the Reverse Stock Split, the Shareholder shall resign
as  an  officer  and  director  of  MAS XIX in accordance with Section 7 hereto.


                                        1
<PAGE>
     3.     Closing.  The  Closing  shall  occur  upon  the  satisfaction of the
            -------
conditions  set  forth  in  this  Agreement.  The Closing Date shall occur on or
before March 10,2000 (the 'Target Closing Date") unless the conditions set forth
herein  have  not  occurred.

     4.     Representations  of Shareholders.     The Shareholder represents and
            ------------------- -------------
warrants  as follows:

          (a) Ownership of Shares.  As of the Closing Date the Shareholder  will
     be sole owners of the MAS XIX Shares  appearing of record in its name.  The
     MAS XIX Shares will be free from claims,  liens or other  encumbrances and,
     they will have the unqualified and unrestricted  right to transfer such MAS
     XIX Shares except as provided under applicable federal and state securities
     laws;

          (b) Fully paid and  Nonassessable.  The MAS XIX Shares constitute duly
     and validly issued shares of MAS XIX, and are fully paid and nonassessable,
     and they further  represent  that they have the power and the  authority to
     execute this Agreement and to perform the obligations contemplated hereby;

          (c) Organization of MA S XIX; Authorization.  MAS XIX is a corporation
     duly  organized,  validly  existing and in good standing  under the laws of
     Indiana with full corporate power and authority to execute and deliver this
     Agreement and to perform its obligations hereunder. The execution, delivery
     and  performance  of  this  Agreement  have  been  duly  authorized  by all
     necessary  corporate  action of MAS XI1X and this  Agreement  constitutes a
     valid  and  binding  obligation  of  MAS  XIX;  enforceable  against  it in
     accordance with its terms.

          (d) Capitalization.  The  authorized capital stock of MAS XIX consists
     of 80,000,000  shares of common stock,  and 20,000,000  shares of preferred
     stock.  As of the date of this Agreement,  MAS XIX has 8,519,900  shares of
     common stock issued and outstanding and no shares of preferred stock issued
     and  outstanding.  No shares have otherwise been issued or registered under
     state or federal securities laws. As of the Closing Date, all of the issued
     and outstanding shares of common stock of MAS XIX are validly issued,  ably
     paid and  non-assessable  and they are not and as of the Closing Date there
     will not be outstanding  any warrants,  options or other  agreements on the
     part of MAS XIX obligating MAS XIX to issue any additional shares of common
     or preferred  stock or any of its  securities of any kind. MAS XIX will not
     issue any shares of capital stock from the date of this  Agreement  through
     the Closing  Date.  MAS XIX is a  "reporting  company" in  accordance  with
     Section  12(g) of the  Securities  Act of 1934,  as amended (the  "Exchange
     Act"), and has filed all required and/or appropriate  annual,  periodic and
     other  reports  required  under the  Exchange Act with the  Securities  and
     Exchange  Commission.  The Form 10-SB/A  filing of MAS XIX filed on October
     28, 1999 has been reviewed the Securities and Exchange  Commission ("SEC"),
     and the SEC has advised MAS XIX that they have no further  comments on that
     filing.


                                        2
<PAGE>
          (e) Ownership of MAS XIX Shares.  The delivery of  certificates to the
     Acquiring  Shareholder  provided in Section 1 will result in the  Acquiring
     Shareholder's  or assigns  immediate  acquisition  of record and beneficial
     ownership of the MAS XIX Shares,  free and clear of all Encumbrances  other
     than as  required  by  Federal  and  State  securities  laws.  There are no
     outstanding options, tights,  conversion rights,  agreements or commitments
     of any kind  relating  to the  issuance,  sale or  transfer  of any  Equity
     Securities or other securities of MAS XIX.

          (f) No Conflict as to MAS XlX and Subsidiaries.  Neither the execution
     and delivery of this Agreement nor the  consummation of the sale of the MAS
     XIX  Shares  will  (a)  violate  any  provision  of  the   certificate   of
     incorporation or by-laws (or other governing  instrument) of MAS XIX or any
     of its Subsidiaries or (b) violate, or be in conflict with, or constitute a
     default (or an event  which,  with  notice or lapse of time or both,  would
     constitute a default) under, or result in the termination of, or accelerate
     the performance  required by, or excuse performance by any Person of any of
     its  obligations  under,  or cause the  acceleration of the maturity of any
     debt or obligation  pursuant to, or result in the creation or imposition of
     any  Encumbrance  upon  any  property  or  assets  of MAS XIX or any of its
     Subsidiaries  under, any material  agreement or commitment to which MAS XIX
     or any of its  Subsidiaries is a party or by which any of their  respective
     property or assets is bound,  or to which any of the  property or assets of
     MAS XIX or any of its  Subsidiaries is subject,  or (c) violate any statute
     or law or any judgment,  decree, order,  regulation or rule of any court or
     other  Governmental  Body applicable to MAS XIX or any of its  Subsidiaries
     except,  in the  case of  violations,  conflicts,  defaults,  terminations,
     accelerations  or Encumbrances  described in clause (b) of this Section for
     such matters which are not likely to have a material  adverse effect on the
     business or financial condition of MAS XIX and its Subsidiaries, taken as a
     whole.

          (g) Consents and Approvals of  Governmental  Authorities.  No consent,
     approval or authorization of, or declaration,  filing or registration with,
     any Governmental  Body is required to be made or obtained by MAS XIX or any
     of either of their Subsidiaries in connection with the execution,  delivery
     and  performance  of this Agreement by MAS XIX or the  consummation  of the
     sale of the MAS XIX Shares.

          (h)  Other  Consents.  No  consent  of any  Person is  required  to be
     obtained by MAS XIX to the  execution,  delivery  and  performance  of this
     Agreement or the consummation of the sale of the MAS XIX Shares, including,
     but not limited to, consents from parties to leases or other  agreements or
     commitments,  except for any consent  which the failure to obtain would not
     be likely to have a material  adverse  effect on the business and financial
     condition of MAS XIX.

          (i)  Financial  Statements.  MAS XIX has  delivered  to the  Acquiring
     Shareholders consolidated balance sheets of MAS XIX and its Subsidiaries as
     at June 30, 1998 and June 30, 1999, and statements of income and changes in
     financial  position  for fiscal  years then ended as well as for the period
     from  inception  on January  6, 1997 to June 30,  1999,  together  with the
     report


                                        3
<PAGE>
     thereon of MAS XIX's Tubbs & Bartnik, P.A., independent accountant, and the
     interim  financial  statements of MAS XIX as of December 31, 1999 (the "MAS
     XIX Financial  Statements").  Such MAS XIX Financial  Statements  and notes
     fairly  present  the  consolidated   financial  condition  and  results  of
     operations  of MAS XIX  and its  Subsidiaries  as at the  respective  dates
     thereof and for the periods  therein  referred to, all in  accordance  with
     generally accepted United States accounting principles consistently applied
     throughout the periods involved,  except as set forth in the notes thereto,
     and shall be utilizable  in any SEC filing in  compliance  with Rule 310 of
     Regulation S-B promulgated  under the Securities Act. MAS XIX has delivered
     to the  Acquiring  Shareholders  copies of all annual,  quarterly and other
     periodic  reports  filed  by MAS XIX with  the SEC in  accordance  with the
     Exchange Act. MAS XIX and the Shareholders  will cause an appointee consent
     from its  accountant to be available for any subsequent SEC filing in which
     the MAS  XIX  Financial  Statements  are  required.  Such  filings  will be
     consistent  with SEC  filing  requirements,  contain  any and all  material
     information  required by such forms and will include  financial  statements
     accurate and complete in  accordance  with  generally  accepted  accounting
     principles.

          (j) Title to  Properties.  Either  MAS XIX or one of its  Subsidiaries
     owns all the material properties and assets that they purport to own (real,
     personal  and  mixed,   tangible  and   intangible),   including,   without
     limitation, all the material properties and assets reflected in the MAS XIX
     Financial  Statements and all the material  properties and assets purchased
     or otherwise  acquired by MAS XIX or any of its Subsidiaries since the date
     of the MAS XIX Financial Statements. All properties and assets reflected in
     the MAS XIX  Financial  Statements  are  free  and  clear  of all  material
     Encumbrances  and are not,  in the case of real  property,  subject  to any
     material rights of way, building use restrictions,  exceptions,  variances,
     reservations or limitations of any nature whatsoever  except,  with respect
     to all such  properties  and assets,  (a)  mortgages or security  interests
     shown on the MAS XIX Financial Statements as securing specified liabilities
     or  obligations,  with  respect to which no default (or event  which,  with
     notice or lapse of time or both, would  constitute a default)  exists,  and
     all of which are listed in the MAS XIX Disclosure  Letter, (b) mortgages or
     security  interests incurred in connection with the purchase of property or
     assets after the date of the MAS XIX Financial  Statements  (such mortgages
     and  security  interests  being  limited  to  the  property  or  assets  so
     acquired), with respect to which no default (or event which, with notice or
     lapse of time or both, would  constitute a default) exists,  (c) as to real
     property,  (i)  imperfections  of title,  if any, none of which  materially
     detracts from the value or impairs the use of the property subject thereto,
     or impairs the  operations of MAS XIX or any of its  Subsidiaries  and (ii)
     zoning  laws that do not  impair  the  present  or  anticipated  use of the
     property subject thereto,  and (d) liens for current taxes not yet due. The
     properties and assets of MAS XIX and its  Subsidiaries  include all tights,
     properties   and  other  assets   necessary  to  permit  MAS  XIX  and  its
     Subsidiaries to conduct MAS XIX's business in all material  respects in the
     same manner as it is conducted on the date of this Agreement.


                                        4
<PAGE>
          (k) Buildings, Plants and Equipment. The buildings, plants, structures
     and  material  items  of  equipment  and other  personal  property owned or
     leased  by MAS XIX or its Subsidiaries are, in all respects material to the
     business or financial condition of MAS XIX and its Subsidiaries, taken as a
     whole,  in good  operating  condition  and  repair  (ordinary wear and tear
     excepted)  and are adequate in all such respects for the purposes for which
     they are  being used.  MAS XIX has not received notification that it or any
     of its  Subsidiaries  is in  violation  of any applicable building, zoning,
     anti-pollution,  health,  safety  or  other law, ordinance or regulation in
     respect  of  its buildings, plants or structures or their operations, which
     violation  is  likely  to have a material adverse effect on the business or
     financial  condition  of  MAS XIX and its Subsidiaries, taken as a whole or
     which  would  require  a  payment  by MAS XIX or any of its subsidiaries in
     excess  of  $2,000  in  the  aggregate,  and  which  has  not  been  cured.

          (l) No  Condemnation  or  Expropriation.  Neither  the  whole  nor any
     portion of the  property or  leaseholds  owned or held by MAS XIX or any of
     its Subsidiaries is subject to any governmental  decree or order to be sold
     or is being condemned,  expropriated or otherwise taken by any Governmental
     Body or other  Person  with or without  payment of  compensation  therefor,
     which action is likely to have a material adverse effect on the business or
     financial  condition  of  MAS  XIX  and its Subsidiaries, taken as a whole.

          (m) Litigation.  There  is no action,  suit,  inquiry,  proceeding  or
     investigation  by or  before  any court or  Governmental  Body  pending  or
     threatened  in  writing  against  or  involving  MAS  XIX  or  any  of  its
     Subsidiaries  which is  likely  to have a  material  adverse  effect on the
     business or  financial  condition  of MAS XIX and any of its  Subsidiaries,
     taken  as  whole,  or  which  would  require  a  payment  by MAS XIX or its
     subsidiaries  in excess of $2,000 in the  aggregate  or which  questions or
     challenges the validity of this  Agreement.  Neither MAS XIX nor any or its
     Subsidiaries is subject to any judgment,  order or decree that is likely to
     have a material  adverse  effect on the business or financial  condition of
     MAS XIX or any of its  Subsidiaries,  taken  as a  whole,  or  which  would
     require a payment by MAS XIX or its subsidiaries in excess of $2,000 in the
     aggregate.

          (n) Absence  of  Certain  Changes.  Since  the  date  of  the  MAS XIX
     Financial Statements, neither MAS XIX nor any of its Subsidiaries has:

          1. suffered  the  damage  or  destruction  of any of its properties or
          assets  (whether  or not  covered by  insurance)  which is  materially
          adverse to the  business  or  financial  condition  of MAS XIX and its
          Subsidiaries,  taken as a whole, or made any disposition of any of its
          material  properties  or assets other than in the  ordinary  course of
          business;

          2. made any-change or amendment in its certificate of incorporation or
          by-laws, or other governing instruments;


                                        5
<PAGE>
          3. issued or sold any Equity Securities or other securities, acquired,
          directly or  indirectly,  by redemption or otherwise,  any such Equity
          Securities,  reclassified,  split-up  or  otherwise  changed  any such
          Equity  Security,  or granted or entered into any  options,  warrants,
          calls or commitments of any kind with respect thereto;

          4. organized any new  Subsidiary or acquired any Equity  Securities of
          any Person or any equity or ownership interest in any business;

          5. borrowed  any funds or incurred,  or assumed or become  subject to,
          whether  directly or by way of guarantee or otherwise,  any obligation
          or liability with respect to any such indebtedness for borrowed money;

          6. paid,  discharged  or satisfied  any material  claim,  liability or
          obligation (absolute, accrued, contingent or otherwise), other than in
          the ordinary course of business;

          7. prepaid any material  obligation  having a maturity of more than 90
          days from the date such obligation was issued or incurred;

          8. canceled  any  material  debts  or waived  any  material  claims or
          rights, except in the ordinary course of business;

          9. disposed  of or  permitted  to  lapse any  rights to the use of any
          material  patent  or  registered   trademark  or  copyright  or  other
          intellectual property owned or used by it;

          10. granted any general  increase in the  compensation  of officers or
          employees  (including  any  such  increase  pursuant  to any  employee
          benefit plan);

          11. purchased  or entered into any contract or  commitment to purchase
          any material quantity of raw materials or supplies, or sold or entered
          into any  contract  or  commitment  to sell any  material  quantity of
          property or assets,  except (i) normal contracts or communists for the
          purchase of, and normal purchases of, raw materials or supplies,  made
          in the ordinary course business,  (ii) normal contracts or commitments
          for the sale of, and normal sales of, inventory in the ordinary course
          of  business,  and (iii) other  contracts,  commitments,  purchases or
          sales in the ordinary course of business;

          12. made any capital  expenditures or additions to property,  plant or
          equipment  or acquired  any other  property or assets  (other than raw
          materials  and  supplies)  at  a  cost  in  excess  of  $2,000  in-the
          aggregate;

          13. written  off  or  been required to write off any notes or accounts
          receivable in an aggregate amount in excess of $2,000;


                                        6
<PAGE>
          14. written  down or been  required to write down any  inventory in an
          aggregate amount in excess of $ 2,000;

          15. entered  into  any  collective  bargaining  or union  contract  or
          agreement; or

          16. other than the ordinary course of business, incurred any liability
          required by generally accepted  accounting  principles to be reflected
          on a balance sheet and material to the business or financial condition
          of MAS XIX and its subsidiaries taken as a whole.

          (o) No  Material  Adverse  Change.  Since  the  date  of the  MAS  XIX
     Financial Statements, there has not been any material adverse change in the
     business or financial  condition of MAS XIX and its Subsidiaries taken as a
     whole.  The MAS XIX SEC  filings  contain  all  material  information  with
     respect to the business, financial condition and operations of MAS XIX.

          (p) Contracts  and  Commitments.  Neither  MAS  XIX  nor  any  of  its
     Subsidiaries is a party to any:

          1. Contract or agreement  (other than purchase or sales orders entered
          into in the ordinary  course of business)  involving  any liability on
          the part of MAS XIX or one of its Subsidiaries of more than $2,000 and
          not  cancelable  by  MAS  XIX  or  the  relevant  Subsidiary  (without
          liability to MAS XIX or such Subsidiary) within 60 days;

          2. Lease of personal  property  involving  annual  rental  payments in
          excess  of  $2,000  and  not  cancelable  by MAS  XIX or the  relevant
          Subsidiary (without liability to MAS XIX or such Subsidiary) within 90
          days;

          3. Employee bonus,  stock option or stock purchase,  performance unit,
          profit-sharing,  pension,  savings,  retirement,  health,  deferred or
          incentive  compensation,  insurance or other material employee benefit
          plan (as  defined in Section  2(3) of ERISA) or program for any of the
          employees,  former employees or retired employees of MAS XIX or any of
          its Subsidiaries;

          4. Commitment, contract or agreement that is currently expected by the
          management of MAS XIX to result in any material  loss upon  completion
          or performance thereof

          5. Contract,  agreement or commitment that is material to the business
          of MAS XIX and its  Subsidiaries-  taken as a whole, with any officer,
          employee, agent, consultant,  advisor, salesman, sales representative,
          value added reseller, distributor or dealer; or


                                        7
<PAGE>
          6. Employment  agreement or other similar  agreement that contains any
          severance or termination pay, liabilities or obligations.

All  such contracts and agreements are in full force and effect. Neither MAS XIX
nor  any or its Subsidiaries is in breach of, in violation for in default under,
any  agreement,  instrument,  indenture,  deed of trust, commitment, contract or
other  obligation  of  any type to which MAS XIX or any of its Subsidiaries is a
party  or  is  or may be bound that relates to the business of MAS XIX or any of
its  Subsidiaries  or to which any of the assets or properties of MAS XIX or any
of its Subsidiaries is subject, the effect of which breach, violation or default
is likely to materially and adversely affect the business or financial condition
of  MAS  XIX  and  its  Subsidiaries,  taken  as  a  whole.

     (q)     Labor  Relations.  Neither MAS XIX nor any of its Subsidiaries is a
party to any collective bargaining agreement. Except for any matter which is not
likely  to have a material adverse effect on the business or financial condition
of  MAS  XIX and its Subsidiaries, taken as a whole, (a) MAS XIX and each of its
Subsidiaries is in compliance with all applicable laws respecting employment and
employment  practices,  terms  and conditions of employment and wages and hours,
and  is  not  engaged in any unfair labor practice, (b) there is no unfair labor
practice complaint against MAS XIX or any of its Subsidiaries pending before the
National  Labor Relations Board, (c) there is no labor strike, dispute, slowdown
or  stoppage  actually  pending  or  threatened  against  MAS  XIX or any of its
Subsidiaries,  (d) no representation question exists respecting the employees of
MAS  XIX  or  any  of  its  Subsidiaries,  (e)  neither  MAS  XIX nor any of its
Subsidiaries  has  experienced  any  strike,  work  stoppage  or  other  labor
difficulty,  and (1) no collective bargaining agreement relating to employees of
MAS  XIX  or  any  of  its  Subsidiaries  is  currently  being  negotiated.

     (r)     Employee  Benefit  Plans.  No material employee pension and welfare
benefit  plans  covering  employees  of  MAS  XIX  and its Subsidiaries is (1) a
multi-employer  plan  as  defined  in  Section  3(37) of ERISA, or (2) a defined
benefit plan as defined  in Section 3(35) ofERISA, any listed individual account
pension plan is duly  qualified  as  tax exempt under the applicable sections of
the  Code, each listed benefit plan and related funding arrangement, if any, has
been maintained in  all  material  respects in compliance with its terms and the
provisions of ERISA  and  the  Code.

     (s)     Compliance with Law. The operations of MAS XIX and its Subsidiaries
have  been  conducted  in accordance with all applicable laws and regulations of
all  Governmental  Bodies  having  jurisdiction over them, except for violations
thereof  which  are not likely to have a material adverse effect on the business
or  financial  condition  of  MAS XIX and its Subsidiaries, taken as a whole, or
which  would  not  require a payment by MAS XIX or its Subsidiaries in excess of
$2,000  in  the  aggregate, or which have been cured. Neither MAS XIX nor any of
its  Subsidiaries  has received any notification of any asserted present or past
failure  by  it  to comply with any such applicable laws or regulations. MAS XIX
and  its  Subsidiaries  have all material licenses, permits, orders or approvals
from  the  Governmental  Bodies  required  for  the conduct of their businesses,


                                        8
<PAGE>
and  are  not  in  material  violation of any such licenses, permits, orders and
approvals.  All  such  licenses, permits, orders and approvals are in full force
and  effect,  and  no  suspension  or  cancellation  of  any  thereof  has  been
threatened.

          (t) Tax Matters.

          1. MAS XIX and each of its  Subsidiaries (1) has filed all Tax Returns
          and all consolidated or combined Tax Returns that include only MAS XIX
          and/or its  Subsidiaries  (for the purposes of this Section,  such tax
          Returns shall be considered Tax Returns)  required to be filed through
          the date  hereof and has paid any Tax due through the date hereof with
          respect  to the time  periods  covered by such Tax  Returns  and shall
          timely  pay any such  Taxes  required  to be paid by it after the date
          hereof  with  respect to such Tax  Returns  and (2) shall  prepare and
          timely file all such Tax  Returns  required to be filed after the date
          hereof and through the Closing  Date and pay all Taxes  required to be
          paid by it with  respect to the periods  covered by such Tax  Returns;
          (B) all such Tax Returns  filed  pursuant to clause (A) after the date
          hereof  shall,  in each  case,  be  prepared  and  filed  in a  manner
          consistent  in  all  material   respects   (including   elections  and
          accounting methods and conventions) with such Tax Return most recently
          filed in the relevant jurisdiction prior to the date hereof, except as
          otherwise required by law or regulation.  Any such Tax Return filed or
          required to be filed  after the date hereof  shall not reflect any new
          elections or the adoption of any new accounting methods or conventions
          or  other  similar  items,   except  to  the  extent  such  particular
          reflection  or  adoption  is  required  to  comply  with  any  law  or
          regulation.

          2. All consolidated or combined Tax Returns (except those described in
          subparagraph (1) above) required to be filed by any person through the
          date hereof that are required or  permitted to include the income,  or
          reflect the activities, operations and transactions, of MAS XIX or any
          of its Subsidiaries for any taxable period have been timely filed, and
          the income,  activities,  operations and  transactions  of MAS XIX and
          Subsidiaries  have been properly included and reflected  thereon.  MAS
          XIX shall  prepare and file,  or cause to be prepared  and filed,  all
          such  consolidated  or  combined  Tax  Returns  that are  required  or
          permitted to include the income, or reflect the activities, operations
          and  transactions,  of MAS XIX or any Subsidiary,  with respect to any
          taxable year or the portion  thereof ending on or prior to the Closing
          Date,  including,  without limitation,  MAS XIX's consolidated federal
          income  tax return  for such  taxable  years.  All Tax  Returns  filed
          pursuant to this subparagraph (2) after the date hereof shall, in each
          case, to the extent that such Tax Returns  specifically  relate to MAS
          XIX or any of its  Subsidiaries and do not generally relate to matters
          affecting other members of MAS XIX's  consolidated  group, be prepared
          and filed in a manner consistent in all material  respects  (including
          elections and accounting  methods and conventions) with the Tax Return
          most recently  filed in the relevant  jurisdictions  prior to the date
          hereof, except as otherwise required by law or


                                        9
<PAGE>
          regulation.  MAS XIX has  paid or will pay all  Taxes  that may now or
          hereafter be due with respect to the taxable  periods  covered by such
          consolidated or combined Tax Returns.

          3. Neither  MAS  XIX nor any of its  Subsidiaries  has  agreed,  or is
          required,  to make any adjustment (x) under Section 481(a) of the Code
          by  reason  of a change  in  accounting  method  or  otherwise  or (y)
          pursuant to any  provision of the Tax Reform Act of 1986,  the Revenue
          Act  of  1987  or the Technical and Miscellaneous Revenue Act of 1988.

          4. Neither MAS XIX nor any of its  Subsidiaries  or any predecessor or
          Affiliate of the  foregoing  has, at any time, a consent under Section
          341(f)(1) of the Code, or agreed under  Section  341(0(3) of the Code,
          to have the  provisions  of Section  341(0(2) of the Code apply to any
          sale of its stock.

          5. There  is no (nor has there  been any  request  for an)  agreement,
          waiver or consent  providing  for an extension of time with respect to
          the  assessment  of  any  Taxes   attributable   to  MAS  XIX  or  its
          Subsidiaries,  or their assets or operations  and no power of attorney
          granted by MAS XIX or any of its Subsidiaries  with respect to any Tax
          matter is currently in force.

          6. There is no action, suit, proceeding,  investigation, audit, claim,
          demand,  deficiency or additional  assessment in progress,  pending or
          threatened against or with respect to any Tax attributable to MAS XIX,
          its Subsidiaries or their assets or operations.

          7. All amounts  required  to be  withheld  as of the Closing  Date for
          Taxes  or  otherwise  have  been  withheld  and  paid  when due to the
          appropriate agency or authority.

          8. No  property  of MAS XIX is  "tax-exempt  use  property  within the
          meaning of Section 168(h) of the Code nor property that MAS XIX and/or
          its  Subsidiaries  will be required to treat as being owned by another
          person  pursuant to Section  168(0(8) of the Internal  Revenue Code of
          1954, as amended and in effect  immediately  prior to the enactment of
          the Tax Reform Act of 1986.

          9.  There  have been  delivered  or made  available  to the  Acquiring
          Shareholders  true and  complete  copies of all income Tax Returns (or
          with respect to consolidated or combined returns, the portion thereof)
          and any other Tax Returns  requested by the Acquiring  Shareholders as
          maybe  relevant  to MAS XIX,  its  Subsidiaries,  or their  assets  or
          operations  for any and all periods ending after December 31, 1998, or
          for any Tax years which are subject to audit or  investigation  by any
          taxing authority or entity.


                                      10
<PAGE>
          10. There is no contract,  agreement,  plan or arrangement,  including
          but not limited to the  provisions  of this  Agreement,  covering  any
          employee  or  former  employee  of MAS XIX or its  Subsidiaries  that,
          individually  or  collectively,  could give rise to the payment of any
          amount that would not be deductible pursuant to Section 280G or 162 of
          the Code.

          (t) Environmental Matters.

          1. At all times prior to the date hereof, MAS XIX and its Subsidiaries
          have complied in all material  respects with applicable  environmental
          laws,  orders,  regulations,  rules  and  ordinances  relating  to the
          Properties (as hereinafter defined), the violation of which would have
          a material  adverse  effect on the business or financial  condition of
          MAS XIX and its Subsidiaries, taken as a whole, or which would require
          a payment  by MAS XIX or its  Subsidiaries  in excess of $2,000 in the
          aggregate, and which have been duly adopted, imposed or promulgated by
          any legislative, executive, administrative or judicial body or officer
          of any Governmental Body.

          2. The environmental  licenses,  permits and  authorizations  that are
          material to the operations of MAS XIX and its Subsidiaries, taken as a
          whole, are in full force and effect.

          3. Neither MAS XIX nor any of its  Subsidiaries has released or caused
          to be released on or about the properties currently owned or leased by
          MAS  XIX or  any  of  its  Subsidiaries  (the  "Properties")  any  (i)
          pollutants,  (ii) contaminants,  (iii) "Hazardous Substances," as that
          term is defined in Section 101(14) of the Comprehensive  Environmental
          Response Act, as amended or (iv) "Regulated  Substances," as that term
          in defined in Section 9001 of the Resource  Conservation  and Recovery
          Act, 42 U.S.C.  Section  6901,  et seq.,  as  amended,  which would be
          required to be remediate by any governmental  agency with jurisdiction
          over the  Properties  under the  authority  of laws,  regulations  and
          ordinances as in effect and currently  interpreted on the date hereof,
          which remediation would have a material adverse effect on the business
          or  financial  condition of MAS XIX and its  Subsidiaries,  taken as a
          whole.

          (u) Brokers or Finders.  Other than MAS Capital, Inc., MAS XIX has not
     employed any broker, finder or consultant or incurred any liability for any
     brokerage or finder's fees or commissions or similar payments in connection
     with the sale of the MAS XIX Shares to the Acquiring Shareholders.

          (v) Absence of Certain Commercial  Practices.  Neither MAS XIX nor any
     of its Subsidiaries has, directly or-indirectly, paid or delivered any fee,
     commission   or  other   sum  of  money  or  item  of   property,   however
     characterized, to any finder, agent, government official or other party, in
     the United States or any other  country,  which is in any manner related to
     the business or operations of MAS XIX or its Subsidiaries, which MAS XIX or
     one of its


                                       11
<PAGE>
     Subsidiaries  knows or has reason to believe to have been illegal under any
     federal,  state or local  laws of the  United  States or any other  country
     having  jurisdiction;  and neither MAS XIX nor any of its  Subsidiaries has
     participated,  directly or  indirectly,  in any  boycotts or other  similar
     practices  affecting any of its actual or potential  customers in violation
     of any applicable law or regulation.

          (w) Transactions  with  Directors  and  Officers.  MAS  XIX  and  its
     Subsidiaries  do not engage in business with any Person in which any of MAS
     XIX's directors or officers has a material equity interest.  No director or
     officer of MAS XIX owns any  property,  asset or right which is material to
     the business of MAS XIX and its Subsidiaries, taken as a whole.

          (x) Borrowing and Guarantees.  MAS XIX and its Subsidiaries (a) do not
     have any  indebtedness for borrowed money, (b) are not lending or committed
     to lend any money (except for advances to employees in the ordinary  course
     of  business),  and (c) are not  guarantors or sureties with respect to the
     obligations of any Person.

     5.     Representations  of Acquiring Shareholder.     Acquiring Shareholder
            -----------------------------------------
     represents and warrants  as  follows:

          (a) Acquiring  Shareholder has taken all necessary corporate action to
     authorize the execution of this Agreement and the transactions contemplated
     hereunder.

          (b) Neither  the  execution  or  delivery  of this  Agreement  nor the
     consummation  of the  transactions  contemplated  hereby  will  violate any
     provision  of  the  Articles  of   Incorporation  or  Bylaws  of  Acquiring
     Shareholder;  will  violate,  conflict  with or  result  in the  breach  or
     termination  of or  otherwise  give  any  contracting  party  the  right to
     terminate  or  constitute  a default  under the terms of any  agreement  or
     instrument to which Acquiring Shareholder is a party or by which any of its
     property or assets may be bound;  will result in the  creation of any lien,
     charge  or   encumbrance   upon  the  properties  or  assets  of  Acquiring
     Shareholder,  or will violate any judgment,  order,  injunction,  decree or
     award  against  or  binding  upon  Acquiring   Shareholder,   or  upon  its
     securities, property or business.

          (c) Acquiring  Shareholder is an  "accredited  investor" as defined by
     Rule 501 of Regulation D promulgated  under the  Securities Act of 1933, as
     amended.

     6.     Prohibited  Acts.     The Shareholder agrees to cause MAS XIX not to
            ----------------
do any of the following  things prior to the Closing Date,  and the  Shareholder
agrees that prior to the  Closing  Date it will not request or permit MAS XIX to
do any of the following things:

          (a) Declare or pay any dividends or other  distributions  on its stock
     or purchase or redeem any of its stock; or


                                       12
<PAGE>
          (b) Issue  any  stock or other  securities,  including  any  rights or
     options to purchase or  otherwise  acquire any of its stock,  and shall not
     issue any notes or other evidences of indebtedness.

     7.     Resignation  of  Officers  and  Directors  of  MAS  XIX. Immediately
            -------------------------------------------------------
subsequent  to  the Reverse Stock Split, all but one officer and director of MAS
XIX  will  submit  their  resignations. Such remaining officer and director will
appoint  new  management  as  directed by Acquiring Shareholder or NIPR so as to
effect  an  orderly  change  of control. In connection therewith, such remaining
director  shall  appoint  other  directors to the Board of Directors of MAS XIX.
After such directors are appointed, the remaining officer and/or director of MAS
XIX  will  resign and the Shareholders will subsequently effectuate the transfer
of  the  Transferred  MAS  XIX  Shares  in  accordance  with  the  Closing.

     8.     Conditions  to  the  Obligations  of  Acquiring  Shareholder.
            ------------------------------------------------------------

          (a) The  obligations  of  Acquiring  Shareholder  to  consummate  the
     transactions contemplated by this Agreement are subject to the fulfillment,
     at or before the Closing Date of the following further conditions: (i) each
     of the  representations  and  warranties  of the  Shareholder  and  MAS XIX
     contained in this Agreement, the Stock Exchange Agreement or in any written
     statement,  exhibit,  addendum,  financial  statement  or schedule or other
     document  delivered  pursuant  hereto or in connection with the transaction
     contemplated  hereby shall be true in all respects as at the Closing  Date,
     as  required  specifically  herein,  as if then made  (except to the extent
     waived hereunder or as affected by the transactions  contemplated  hereby);
     (ii) the Shareholder and MAS XIX shall have performed and complied with all
     covenants,  agreements  and  conditions  required by this  Agreement  to be
     performed  or  complied  with by them  prior  to at the  Closing  Date  and
     Acquiring  Shareholder  shall have been furnished with a certificate of the
     President  and  Treasurer of MAS XIX dated the Closing Date  certifying  in
     such  details  as  Acquiring  Shareholder  may  reasonably  request  to the
     fulfillment of such conditions;  and (iii) all documents and proceedings of
     the Shareholder,  MAS XIX and Acquiring  Shareholder in connection with the
     transactions  contemplated  hereby shall have been  approved as to form and
     substance by Acquiring Shareholder and its legal counsel

          (b) All  of the  representations  and  warranties  of the  Shareholder
     contained  in this  Agreement,  or any  exhibit  thereto  shall  have  been
     acknowledged  by MAS XIX and shall be true in all material  respects on the
     Closing Date as if then made. All such representations and warranties shall
     survive the Closing Date of this transaction.

          (c) Acquiring  Shareholder  shall  have  completed  to its  reasonable
     satisfaction a due diligence  investigation of the books,  records,  assets
     and  properties  of MAS  XIX  and  shall  not  have  found  anything  which
     would-materially impact on the financial condition, operations or status of
     MAS XIX.


                                       13
<PAGE>
          (d) Acquiring  Shareholder  shall  have entered into a Stock  Exchange
     Agreement  and reached a closing  with  respect to the  acquisition  of the
     shares held by the Acquiring  Shareholder  of MAS XIX by Pinnacle  Business
     Management, Inc. ("PCBM").

     9.     Conditions  to  the  Obligations  of  the  Shareholder  and MAS XIX.
            -------------------------------------------------------------------

          (a) The  obligations of the  Shareholder and MAS XIX to consummate the
     transactions contemplated by this Agreement are subject to the fulfillment,
     at or before the Closing  Date, of the following  further  conditions;  (i)
     each  of  the  representations  and  warranties  of  Acquiring  Shareholder
     contained in this Agreement or in any written statement, exhibit, addendum,
     financial statement or schedule or other document delivered pursuant hereto
     or in connection with the transactions contemplated hereby shall be true in
     all respects as at the Closing  Date, as if then made (except to the extent
     waived hereunder or as affected by the transactions  contemplated  hereby);
     and (ii) Acquiring  Shareholder  shall have performed and complied with all
     covenants,  agreements  and  conditions  required by this  Agreement  to be
     performed  or complied  with by them prior to the Closing  Date  (including
     without limitation the payment set forth herein).

          (b)  Acquiring  Shareholder  shall have entered into a Stock  Exchange
     Agreement  and reached a closing  with  respect to the  acquisition  of the
     Corporation by Pinnacle Business Management, Inc. ("PCBM").

     10.     Notices.  Any  notice which any of the parties hereto may desire to
             -------
serve  upon  any  of  the  other parties hereto shall be in writing and shall be
conclusively  deemed  to  have  been  received  by  the party at its address, if
mailed,  postage  prepaid,  United  States  mail,  registered,  return  receipt
requested,  to  the  following  addresses:

If  to  MAS  XIX  or  the  Shareholders:     MAS  Acquisition  XIX  Corp.
                                             1710  E.  Division  St.
                                             Evansville,  IN  47711
                                             Facsimile  No.:  (812)  479-7267
                                             Attn:  Aaron  Tsai

If  to  Acquiring  Shareholder               MRC  Legal  Services  Corporation
                                             610 Newport Center Drive, Suite 800
                                             Newport  Beach,  CA  92660
                                             Facsimile  No.:  (949)  719-1988
                                             Attn:  M.  Richard  Cutler

     11.     Successors.  This  Agreement shall be binding upon and inure to the
             ----------
benefit of the heirs, personal representatives and successors and assigns of the
parties.


                                       14
<PAGE>
     12.     Choice  of  Law.  This Agreement shall be construed and enforced in
             ---------------
accordance  with  the  laws  of  the  State  of  California.

     13.     Counterparts.  This  Agreement  may  be  signed  in  one  or  more
             ------------
counterparts,  all of which taken together shall constitute an entire agreement.

     14.     Entire  Agreement.  This  Agreement sets forth the entire agreement
             -----------------
and  understanding  of  the  Parties  hereto  with  respect  to the transactions
contemplated  hereby,  and  supersedes  all  prior  agreements, arrangements and
understandings  related  to the subject matter hereof No understanding, promise,
inducement,  statement  of  intention,  representation,  warranty,  covenant  or
condition, written or oral, express or implied, whether by statute or otherwise,
has been made by any Party hereto which is not embodied in this Agreement or the
written  statements,  certificates, or other documents delivered pursuant hereto
or  in connection with the transactions contemplated hereby, and no party hereto
shall  be bound by or liable for any alleged understanding, promise, inducement,
statement,  representation,  warranty,  covenant  or condition not so set forth.

     15.     Dispute  Resolution  In  the  event of any dispute, controversy, or
             -------------------
claim related to or arising from the terms of this Agreement, the parties hereto
hereby  agree  that  any  such dispute, controversy or claim shall be settled by
arbitration  in accordance with the Commercial Arbitration Rules of the American
Arbitration  Association  and  judgment  upon  the  award  rendered  by  the
arbitrator(s)  maybe  entered  in  any  court  having  jurisdiction thereof Said
arbitration  shall  be  conducted  in  Orange  County,  California. Such dispute
resolution  shall  be  in accordance with the applicable substantive laws of the
state  of  California.  The  prevailing  party shall be entitled to all fees and
costs  arising  therefrom,  including,  but  not limited to, attorney's fees and
costs.



[Continued  on  next  page]


                                       15
<PAGE>
     IN  WITNESS  WHEREOF, the parties hereto have executed this Agreement as of
the  date  first  above  written.

MAS  ACQUISITION  XIX  CORP.                   MRC  LEGAL  SERVICES  CORPORATION
an  Indiana  corporation                  a  California  corporation




By: /s/ Aaron Tsai                              By: /s/ M. Richard Cutler
   ----------------------------------               ---------------------------
     Aaron Tsai, President                          M. Richard Cutler, President



     SHAREHOLDERS (Owning OR REPRESENTING NOT LESS 8,250,000 OF THE SHARES):



MAS  CAPITAL  INC.

By:  /s/ Aaron Tsai
   --------------------------------
     Aaron  Tsai,  President


                                       16
<PAGE>