National Accounts
Business Communications
Prepared for:
PINNACLE BUSINESS MANAGEMENT
<PAGE>
CONFIDENTIAL PRICING
MAIL BOXES ETC.
NATIONAL ACCOUNTS - BUSINESS COMMUNICATIONS
TERMS AND CONDITIONS
NATIONAL ACCOUNTS PROGRAM SET-UP FEE
$40,000 Total
- Due upon contract execution
- 20,000 initial set up fee
- 20,000 exclusivity for 18 months from date contract is executed
FLAT FEE PER TRANSACTION
$5.00 Total per each transaction paid to MBE
(MBE distributes $3.50 to MBE Center and keeps $1.50 as an administrative fee)
- All transactions will be paid whether payday advance is approved for
customer or not.
- Only a fully completed transaction shall be considered a true billable
transaction.
If any part of the transaction is not completed, NAC does not have to pay for
transaction.
MONTHLY SYSTEM MAINTENANCE AND SUPPORT FEE:
- Fee to maintain National Accounts Program throughout the MBE network,
administration of reporting, billing, transaction analysis, help desk,
monthly locator disk subscription, and new Center training:
- Administrative flat fee of $1.50 of each transaction begins with first
transaction (out of $5.00 transaction)
- Administrative fee of 10% will be applied only to products and services
outside of the flat fee transaction that may be incurred and added
to the monthly billing.
- Total billing is based on the monthly reporting of MBE Center charges for
services rendered
- Minimum monthly administrative fees must not fall below $450 will be
charged in lieu of $1.50 administrative fee. This minimum will be
waived for the first 90 days of program.
CONDITIONS
- Rates apply to volunteer MBE Centers only
- Rates do not include local sales/use taxes
- Rates are based on current schedules in effect and are subject to change
- Other terms and conditions may apply.
Exhibit A - Page 1 of 2
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MAIL BOXES ETC.
NATIONAL ACCOUNTS - BUSINESS COMMUNICATIONS
PINNACLE SERVICE RATES
PRODUCT/SERVICE DESCRIPTION NAC PRICE
FLAT FEE:
1 transaction allocated to Center $ 3.50
Administrative Fee allocated to MBE $ 1.50
Total $ 5.00
SERVICES TO BE PROVIDED IN ONE (1) TRANSACTION INCLUDE:
Copy driver license & check and pay stub on one page
Copy phone bill & bank statement on one page
One application to be filled out by customer
Send 3 pages via fax of above named documents to Pinnacle
Receive 1 page fax with approval or disapproval for customer
Hand customer ATM card or disapproval card
Keep a copy of all paperwork on file at the MBE Center for no more than 6
Months from transactions date.
SERVICES THAT MAY ALSO BE REQUIRED THAT ARE NOT INCLUDED IN FLAT FEE PRICE:
Pinnacle can request original documents of any customer's information
To be forwarded to them within the above referenced six month
period. Rates for those services are listed below and are subject
to change.
PACKAGING MATERIALS Attached Contracted Rates
POSTAL SERVICES:
Single Stamp $ .36
Return Receipt $1.65
Certified Mail $1.95
SHIPPING SERVICES:
Via UPS on MBE Center's Account # Attached Contracted Rates
Via FedEx on MBE Center's Account # 10% discount on MBE Centers Full
Retail Rate.
Via UPS or FedEx on NAC Clients Account or Shipper $5.00 Handling Fee
per parcel $2.00 Handling Fee per document.
DECLARED VALUE:
Via UPS on MBE Center's Account # $.55 per $100 unit (first $100 no
charge)
Via FedEx on MBE Center's Account # 10% discount on MBE Centers Full
Retail Rate.
OTHER SERVICES/PRODUCTS: Locally Priced
Exhibit A- Page 2 of 2
<PAGE>
NATIONAL ACCOUNT AGREEMENT
GENERAL
This Agreement for various services is made by and between Mail Boxes Etc.
USA, Inc. ("MBE"), a California Corporation, having its principal place of
business at 6060 Cornerstone Court West, San Diego, California 92121-3795; and
Pinnacle Business Management, Inc., a Florida corporation and Fast PayCheck
Advance, Inc., a Florida Corporation (collectively National Account Client or
"NAC") located at the address designated in this Agreement and is made with
reference to the following:
1. SERVICES AND TERM
MBE is a franchisor of retail outlets ("MBE Centers") which provide a
variety of postal, business and communication services to businesses and the
general public. Through this Agreement, NAC or NAC's designees will access
participating MBE Centers for various services ("Services") in certain states in
the United States in which NAC is doing business, under the terms set forth in
Exhibit A. The term of this Agreement will begin on the date of execution by
MBE below and will remain in force for thirty-six (36) months unless terminated
as set forth herein, or as otherwise provided for in Exhibit A.
MBE and NAC agree to begin negotiating a renewal of the initial agreement
within six (6) months of the end of the thirty-six (36) month term. The renewal
will be on terms and conditions mutually acceptable to the parties. If the
parties agree to renew the agreement, the renewal fee shall be ten thousand
dollars ($10,000) for the first eighteen (18) month renewal period. If MBE does
not renew the NAC Agreement after thirty-six (36) months, MBE shall not be
entitled to any further compensation not earned before expiration of the
Agreement under the assignment of compensation from Gordon and Associates
Strategic Investments, Inc. to MBE attached hereto as Exhibit C ("Assignment").
If this Agreement is renewed, NAC shall continue to pay to MBE the compensation
set forth in the Assignment.
NAC shall not accept transactions on the Internet or telephonically from
customers who previously applied for NAC's services through an MBE Center
("Existing Customers") without compensating MBE and MBE Franchises the flat fee
as set forth in Exhibit A. If NAC does accept new loans from Existing Customers
from the Internet or telephonically, NAC shall notify MBE of such transactions
and pay MBE Center where the Existing Customer most recently applied for NAC's
services so that MBE can credit such franchisee its share of the fee.
2. EXCLUSIVITY
-----------
NAC shall pay to MBE a non-refundable amount equal to twenty thousand
dollars ($20,000) as consideration for the exclusivity rights set forth in this
section. Such payment shall be due and payable upon execution of the Agreement
and shall be deemed fully earned when paid. For a period of eighteen (18)
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months after NAC is approved by MBE for a particular state (not to extend past
the thirty-six month term of this Agreement), MBE will not enter into any
National Account Agreement with any other payroll advance business for any
purpose similar to this Agreement for such state. Notwithstanding the above, if
any state in which NAC is doing business has less than ten (10) MBE Centers who
have participated in this NAC program, which are doing has less than a total of
two hundred fifty (250) transactions per month, after six (6) months from the
date that NAC begins operations in such state, the exclusivity provision for
that state shall be void and of no further effect at such time. This
Exclusivity provision shall not survive expiration or termination of this
Agreement. This Exclusivity provision does not impose an obligation on MBE to
approve this NAC program for any particular state. This exclusivity shall in no
way limit or preclude MBE from entering into similar payroll advance programs
with any other entity in those states where NAC either does not have retail
operations open and doing business, or is not diligently pursuing governmental
approval for its payroll advance services (and NAC has advised MBE in writing
that it is pursuing governmental approval in such state).
After the initial eighteen (18) month exclusivity period, if MBE signs an
agreement with any other pay day advance company and such agreement provides
that MBE Centers shall offer substantially similar services as those provided to
NAC hereunder, MBE franchisee territory, which is identified in MBE's franchise
agreement with participating MBE Centers.
Neither NAC nor any of its subsidiaries or affiliates may, during the term
of this agreement, offer any payroll advance business or allow any third party
to complete a pay day advance transaction with any other company or business
within any MBE franchisee territory, which is identified in MBE's franchise
agreement with participating MBE Centers.
3. FEES AND BILLING
NAC agrees to pay MBE the fees set forth in the attached Exhibit A for
Services rendered by MBE and MBE Centers. MBE reserves the right to
reasonably increase prices (based upon an increase in providing products or
services) upon thirty (30) days written notice. On or before the twentieth
(20th) business day of each month, MBE agrees to prepare and transmit to
NAC a completed NAC billing summary for the previous month's activities.
MBE reserves the right to change to a bi-monthly billing cycle upon 30 days
written notice to NAC. Terms of payment are net 15 days from the billing
date.
NAC shall provide MBE a monthly accounting of transactions completed,
amounts owed to MBE and MBE Centers by NAC.
4. LIMITATION OF LIABILITY
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Neither MBE nor MBE Center will be liable for any consequential,
incidental, or punitive damages, or any loss or damage resulting from
delays in shipping or delivery, which are beyond the control or without the
fault of MBE or MBE Center.
NAC agrees to assume all liability for any loss or damage from any reason
or source whatsoever to equipment or other items supplied to the MBE Centers for
use in this program and agrees to maintain adequate property damage and other
insurance to adequately protect the interest of NAC, NAC Customers, NAC
Employees, MBE, and its franchisees.
5. NAC TOLL FREE NUMBER OBLIGATION
NAC agrees to provide a toll free telephone number for MBE Center personnel
and NAC customers and/or employees to answer questions about the services
offered by NAC along with an adequate number of telephones and operators.
6. NAC REPRESENTATIONS AND WARRANTIES
A. NAC shall comply with all laws, regulations, rules and any other
governmental requirements regarding the sale, distribution and advertising
of its products and services and the performance of this Agreement.
B. NAC will provide to MBE a separate statement ("Statement") for every state
in which this Agreement applies. Such Statement will state that NAC has
reviewed any and all applicable state, federal, or local laws and
regulations regarding the services provided pursuant to this Agreement.
Based upon that review, NAC will notify MBE of any requirements of
participating MBE Centers, such as licensing or "posting" of signs on the
premises for such MBE Centers to participate in this program. NAC
represents and warrants that the Statement will set forth any and all legal
requirements of participating MBE Centers relating to providing any service
pursuant to this Agreement. NAC agrees to pay for all applicable government
imposed fees, including licensing fees, for each participating MBE Center.
NAC's obligations under this provision will be ongoing, and NAC will be
obligated to revise the Statements upon any change in applicable laws or
regulations. Payroll advances with any customer pursuant to this Agreement
shall not exceed seven hundred fifty dollars ($750) per transaction.
7. STATEMENT OF LEGAL OPINION
Prior to being approved by MBE for MBE Centers participation in any
particular state, NAC shall provide to MBE a legal opinion at NAC' sole
expense by Ed Kagan, Esq. or a mutually agreed upon licensed attorney who
is not an employee of NAC which states that the attorney has researched,
analyzed and reviewed the Statement referenced in the prior section, and
that in the attorney's professional opinion the Statement is accurate and
complete, and that MBE and
any participating MBE Centers can rely on such opinion in participating in
this program.
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8. MARKETING MATERIALS
NAC agrees to design and deliver at NAC's expense, in sufficient quantities
to supply to the MBE Network for any applicable state, promotional and training
brochures and other marketing materials customized to the MBE Network as
reasonably requested by MBE. Additionally, NAC agrees to produce and distribute
to participating MBE franchisees at its sole expense a training video. All
marketing materials must be approved in writing by MBE prior to distribution to
the MBE Network. All such marketing materials or other materials produced by
NAC for the MBE Network or their customers must state prominently that the
services are being supplied by NAC. NAC further agrees that it will be
responsible for any and all customer service or customer satisfaction issues.
NAC shall not use MBE's name, logo or other trademarks for any of its
marketing materials without the express written approval of MBE, which approval
shall be as the sole discretion of MBE. NAC may, with MBE express written
approval and subject to MBE's standard Hyperlink Agreement, use an MBE Center
locator on its Web site that shows the location of participating MBE Centers.
Under no circumstances shall NAC indicate or imply the MBE or any MBE franchisee
or affiliate is part of or affiliated with NAC or approves or recommends NAC.
9. INSURANCE
During the term of this Agreement, NAC shall maintain, at NAC's sole
expense, the types and amounts of insurance as may be required to adequately
protect the interests of MBE and its franchisees, issued by a company acceptable
to MBE.
Such business owner's insurance policy shall include, at a minimum, the
following:
a. Comprehensive general liability (including products liability) and all risk
coverage insurance, with limits per occurrence of $4,000,000 as to bodily
injury and general liability, and $500,000 as to property damage; and
b. Crime coverage, including employee dishonesty (which coverage will not
include crime or employee dishonesty involving employees of MBE Centers),
with limits per occurrence of $25,000.
The policy shall contain an additional insured endorsement such that MBE
and participating MBE franchisees are named as additional insureds and are
provided the same coverage as the named insured, including the cost of defense,
against any claim arising out of or related to this NAC program. The named
insured's coverage is primary and shall not require contribution from the
additional insured's insurance coverage, unless the claim is determined by a
court of competent jurisdiction to have arisen from the sole or gross negligence
or the willful misconduct of an additional insured. The parties understand that
the specified coverage or limits of insurance in no way limits the liability of
NAC.
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Within fifteen (15) days of executing this Agreement, NAC shall submit to
MBE a certificate of such insurance, describing and confirming the required
coverage set forth above, each of which shall contain a statement by the insurer
that the policy shall not be canceled or materially altered without at least
thirty (30) days prior written notice to MBE. If NAC fails to comply with the
insurance requirements herein, MBE may, but is not obligated to, obtain such
insurance and keep the same in force and effect, and NAC shall pay MBE, on
demand, the cost thereof. MBE reserves the right to review and revise these
insurance requirements on an annual basis, or when circumstances warrant.
10. WAIVER OF SUBROGATION
NAC shall waive any and every claim (whether in contract or in tort) that
arises or may arise in its favor for any and all loss of, or damage to, any of
its property, including the loss of payroll disbursements, if the loss or damage
is covered under NAC's valid insurance policies. NAC's waiver shall be limited
to the extent that the loss or damage is covered under its insurance policies.
NAC's waiver shall be in addition to, and not in limitation or derogation of,
any other right of MBE contained in this Agreement with respect to any loss or
damage to property of NAC.
NAC hereby agrees to immediately provide written notice of the terms of
this waiver of subrogation to its insurance company from whom it is procuring
applicable insurance policies. Also, NAC hereby agrees to immediately provide
written notice to its insurance company, instructing the company, if necessary,
to properly endorse the applicable insurance policies so as to prevent the
invalidation of its policies due to the waiver of subrogation agreed to in this
Section.
11. INDEMNIFICATION
NAC hereby agrees to indemnify and hold harmless MBE, its affiliates,
subsidiaries, franchisees, officers, directors, agents and employees
("Indemnities") from and against any and all acts or omissions in carrying out
obligations under the NAC business activities, including acts or omissions in
carrying out obligations under the NAC program or any breach by NAC of any
terms, covenants, conditions, warranties or representations in this Agreement.
This indemnification shall include but shall not be limited to, any claims by
customers, governmental agencies or others relating to or arising out of the
services provided by NAC or the MBE Centers in furtherance of this Agreement.
MBE has entered into contracts with those MBE Centers participating in the
NAC program whereby MBE Centers agree to indemnify and hold NAC harmless from
and against any and all claims, liabilities, losses, judgments or costs arising
out of the MBE Centers' negligence in carrying out obligations under the NAC
<PAGE>
program. Notwithstanding the above, MBE Centers shall have no liability
whatsoever for verifying the identification of customers, nor will MBE Centers
have any liability for negligently hanging over sums to the customer (whether
through an ATM card or other form).
Each MBE franchise is an independently owned and operated franchise and,
while MBE imposes certain operating requirements on its franchisees through its
franchise agreements and operating manuals, MBE cannot directly control the
day-to-day operations of its independent franchisees. NAC acknowledges and
agrees that MBE is not responsible or liable for any acts or omissions of its
franchisees.
12. TAXES
NAC agrees that it will be responsible for any and all taxes based on
packaging, shipping, storage of items and any other goods and services provided
for in this Agreement including, but not limited to, sales, use, excise, or
similar tax whether by federal, state, county, municipal, local, or similar
authority.
13. RIGHT TO AUDIT
NAC has the right, upon thirty (30) days advance written notice MBE's
National Accounts Department and any participating MBE Center, to have an
examination and audit made of the MBE Center's financial books and records
relating to this NAC program. MBE has the right, upon thirty (30) days written
advance notice to NAC, to have an examination and audit made of the NAC's
financial books and records relating to this NAC program.
14. TRADEMARK PROTECTIONS
The trademarks, tradenames, service marks, and logos of MBE, and its
franchisees, together with the goodwill appurtenant thereto, are the exclusive
property of MBE, and nothing contained herein confers upon NAC any right to use
such trademarks without the prior written approval of MBE. All public relations
releases and any public announcements shall be approved by each party prior to
any release.
15. TERMINATION
FOR CAUSE:
If either party is in default as to any obligation or covenant herein and,
within thirty (30) days after delivery of written notice of such default
specifying the nature thereof, fails to remedy the same, this Agreement may
thereupon be terminated by the notifying party; and such termination is
effective upon such delivery. Cause for termination shall include failure of
NAC to fulfill its obligations under the Assignment. Additionally, if either
party becomes insolvent or bankrupt, the other party may terminate this
Agreement by giving ten (10) days written notice, or a shorter time period as
circumstances warrant. In the even of termination, this Agreement will remain
fully applicable to any services performed prior to the effective date of
termination.
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16. MBE CENTER PARTICIPATION
During the term of this agreement, MBE reserves the right to reasonably
increase or decrease the number of MBE Centers participating in this NAC
program. NAC agrees that during the term of this Agreement it will use only
those MBE Centers designated by MBE to contract for and obtain services of the
type specified herein. MBE Centers are not required to participate in this NAC
program; its is purely voluntary.
NAC also agrees that during the term of this Agreement and for a period of
one (1) year thereafter it will not enter into any agreement with MBE Centers or
ex-franchisees of MBE for the purpose of establishing national or regional
distribution of services of the type specified herein without the prior written
approval of MBE.
17. CONFIDENTIALITY
NAC and MBE each agree to preserve in strict confidence any list of
participating MBE Centers, or NAC customer lists, work orders, or other
information designated as confidential by MBE or NAC and agrees to refrain from
disclosing such information without the express written consent of the other
party. Each party agrees to promptly return to the other party all such
information and any copies or reproductions thereof upon termination of this
Agreement.
The confidentiality referenced herein does not include any information of
its owner that (i) is already known to the other party at time of its
disclosure; (ii) is or becomes publicly known through no wrongful act of the
disclosing party; (iii) is communicated to a third party with express written
consent of its owner and without a duty of confidentiality; (iv) is
independently developed; or (v) is lawfully required to be disclosed to any
governmental agency or is otherwise required to be disclosed by law, provided
that before making such disclosure the disclosing party shall immediately give
the other party written notice and an adequate opportunity to raise an objection
or take action to assure confidential handling of such information.
18. REQUIREMENTS OF NOTICE
All notices and other communications permitted or required to be delivered
by the provisions of this Agreement shall be deemed delivered; (a) at the time
personally delivered to MBE or NAC ; (b) on the next day after placing in the
hands of a commercial courier service or the United States Postal Service for
next day delivery; or (c) five days after placement in the United States Mail by
Certified Mail, Return Receipt Requested, postage prepaid, or on the date of
actual receipt, whichever is earlier. Notice shall be addressed to NAC at the
address on the signature page of this Agreement, or MBE as follows:
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To MBE at: Mail Boxes Etc. USA, inc.
6060 Cornerstone Court West
San Diego, CA 92121
Attn: Director of National Accounts
With a copy to:
MBE Legal Department
And
To NAC: Pinnacle Business Management
2963 Gulf Two Bay, Suite 265
Clearwater, FL 33759
Attn: Michael Bruce Hall
19. NO PARTNERSHIP CREATED
It is the express intention of the parties hereto that no partnership is
created as a result of this Agreement, that neither party is the agent, legal
representative, franchise or employee of the other for any purpose whatsoever,
and that neither party is granted any right or authority to assume or create any
obligation for or on behalf of, or in the name of, or in any way to bind the
other party. Each party agrees not to incur or contract any debt or obligation
on behalf of the other party or commit any act, make any representation or
advertise in any manner which may adversely affect any right of the other party
or be detrimental to its good name and reputation.
20. ATTORNEYS' FEES
In the event either party is required to employ attorneys to enforce the
provisions of this Agreement, as part of any judgment entered hereon, the court
will award the prevailing party reasonable attorneys' fees.
21. NO WAIVER
No delay or omission on the party of either party in exercising any right
under this Agreement will operate as a waiver of any such right or of any other
right. Waiver on any one occasion will not be construed as a bar to or waiver
of any such right or remedy on any future occasion.
22. NO ASSIGNMENTS ALLOWED
NAC agrees not to assign its rights or delegate its accountability or
liability under this Agreement without the prior written consent to MBE.
23. COUNTERPARTS
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This Agreement may be signed in counterparts; each will be deemed a fully
signed original.
24. GOVERNING LAW AND VENUE
This Agreement will be construed under and will be deemed governed by the
laws of the State of California. The parties hereby consent and agree that
venue and jurisdiction for all actions enforcing and/or arising out of this
Agreement will be state or federal courts in the City of San Diego, County of
San Diego, State of California, U.S.A., to the exclusion of the courts of any
other State or County.
25. ENTIRE AGREEMENT/OTHER AGREEMENT
This Agreement sets forth the entire understanding of the parties in
connection with the subject matter hereof. No party has made any statement,
representation or warranty in connection herewith except as expressly set forth
herein. This Agreement shall be effective only upon the execution of the
Assignment.
MAIL BOXES ETC. USA, INC. Fast PayCheck Advance, Inc.
a California Corporation Pinnacle Business Management, Inc.
NATIONAL ACCOUNT CLIENT
By: /s/ By: /s/ Michael Bruce Hall
--------------------------------- -----------------------------
Thomas K. Herskowitz Signature
Executive Vice President
Date: 9-24-99 Michael Bruce Hall, President
------------------------------- -----------------------------
Name and Title
2963 Gulf To Bay, Suite 265
Clearwater, FL 33759
Tel. No. 727-669-7781
Fax No. 727-669-5912
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EXHIBIT "A"
COMPENSATION FOR SERVICES RENDERED
1. Gordon shall receive the following compensation upon the introduction of
Pinnacle to Mailboxes Etc.
If an agreement in principle or a National Account signing occurs, then
50,000 registered, free trading shares of common stock of Pinnacle will be
delivered to Gordon and Gordon's nominees for services rendered and expenses
incurred within twenty-four (24) hours ("Initial Remuneration"). If the parties
fail to reach an agreement or sign a National Account then Pinnacle will pay the
expenses incurred by Gordon relating to this proposed business venture.
2. Gordon shall receive the following compensation upon the execution by
Pinnacle and Mailboxes of a National Account:
5,000,000 registered shares of the common stock of Pinnacle. Upon signing
the National Account, Pinnacle will within twenty-four (24) hours instruct
the transfer agent to deliver 2,500,000 shares of common stock to Gordon
and its nominees. With respect to the remaining 2,500,000 shares of common
stock herein. Pinnacle will expeditiously have these shares authorized, and
upon authorization, Pinnacle will within twenty-four (24) hours instruct
the transfer agent to deliver these 2,500,000 shares of common stock to
Gordon and its nominees. Immediately following the execution of a National
Account. Pinnacle will expeditiously commence taking all necessary action
to register these 5,000,000 shares of common stock and will inform Gordon
of its efforts and the status of the registration statement, on a timely
basis and at least twice monthly.
3. Gordon shall receive the following compensation based upon the performance
of the Pinnacle/Mailboxes venture. This compensation shall e in the form of
stock options, exercisable at $25 per share or 30% of the closing bid price
on the date the options are exercised, whichever is less.
<TABLE>
<CAPTION>
1st 2nd 3rd 4th 5th 6th 7th 8th
option option option option option option option option
--------- --------- --------- --------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Location 50 50 50 50 50 50 50 50
open
Total 100 150 200 250 300 350 400
Stock 2,559,903 2,559,903 2,000,000 2,000,000 3,550,893 3,550,893 3,550,893 3,550,893
Options
Total 2,559,903 7,119,806 7,119,806 9,119,806 12,670,499 16,221,192 19,771,885 23,322,578
</TABLE>
<PAGE>
The options set forth above are to be received assuming that Pinnacle is
authorized by Mailboxes to pen at least 400 locations. If less than 400
locations are authorized, the options shall be received and distributed on a pro
rata basis for the number of locations actual approved. All option shares shall
be registered and freely tradable.
4. Gordon shall receive the following bonus options which are intended to
reflect the perceived appreciation due to the consulting services brought
to Pinnacle by Gordon.
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 such event (the "$1.00 Options").
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 option, 2,500,000 shares to Gordon within seven (7) days of such
event (the "$2.00 Options").
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
$1.00 Options and $2.00 Options, 3,000,000 shares to Gordon within seven
(7) days of such event (the "$2.75 Options").
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
$1.00 Options, $2.00 Options, and the $2.75 Options, 5,500,000 shares to
Gordon within seven (7) days of such event (the "$2.00 Options").
The bonus options shall be deemed earned at such time as the stock prices
set forth in paragraph 4 are achieved, regardless of the number of
locations opened per paragraph 3.
It is the intent of the parties that all shares of common stock, including
shares to be issued pursuant to options, issued under this Agreement, be
freely tradable, registered shares and Pinnacle will use best efforts to
ensure that all shares are registered without delay.
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