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EXHIBIT 10.7
AMENDMENT TO AGREEMENT BETWEEN GORDON & ASSOCIATES
STRATEGIC INVESTMENTS, INC. PINNACLE BUSINESS
MANAGEMENT, INC
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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"
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"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.
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Pinnacle Business Management, Inc
By: Jeff Turino, CEO
/s/ Jeff Turino
Pinnacle Business Management, Inc.
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By: Bruce Hall, President
Gordon & Strategic Investments, Inc.
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By: Dennis Gordon, President
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