MAS ACQUISITION XIX CORP
S-8, EX-10.2, 2000-06-07
NON-OPERATING ESTABLISHMENTS
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                    ADDENDUM TO CONSULTING SERVICES AGREEMENT
                    -----------------------------------------

     GORDON  &  ASSOCIATES  STRATEGIC  INVESTMENTS,  INC.  ("G&A"), and PINNACLE
BUSINESS MANAGEMENT, INC. ("Pinnacle"), enter this Addendum ("Addendum") to the
Consulting Services Agreement the ("Agreement") executed on May 19, 1999.

     WHEREAS,  G&A  entered  into  the Agreement for the purpose of providing to
Pinnacle contacts with potential strategic partners to enter a business
development arrangement to benefit Pinnacle and a strategic partner. G&A has
rendered and will render business development Services in connection with the
proposed business venture. The individuals listed herein have assisted and will
assist Pinnacle developing the same business venture as G&A. The Agreement
provides that G&A may instruct Pinnacle to issue stock to nominees designated by
G&A as compensation for services under the Agreement.

     Now  THEREFORE,  in  consideration of the mutual covenants contained herein
and other good and valuable consideration, the parties agree as follows:

1.     The  individuals  listed  on  Exhibit  A  have  rendered  and will render
       business development services to Pinnacle.  Pinnacle agrees to issue the
       number of shares listed on Exhibit A to each designated individual as
       compensation for the consulting services they have rendered and will
       render to Pinnacle.

2.     The  individuals  listed on Exhibit A are hereby named by G&A as the
       nominees to whom Pinnacle shall issue die number of shares listed on
       Exhibit A, for their services under the Agreement and this Addendum.

3.     The individuals listed on Exhibit A have rendered and will render their
       consulting  services to Pinnacle on the same terms as those stated
       in the Agreement between G&A and Pinnacle.

       Agreed and executed to he effective as of May 19, 1999.



/s/  GORDON  &  ASSOCIATES  STRATEGIC  INVESTMENTS.  INC.
---------------------------------------------------------
GORDON  &  ASSOCIATES                                         PINNACLE  BUSINESS
STRATEGIC  INVESTMENTS.  INC.                                 MANAGEMENT,  INC.


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