EXHIBIT 6
PINNACLE BUSINESS MANAGEMENT, INC. ("PINNACLE")
STOCK PURCHASE AGREEMENT ("STOCK PURCHASE AGREEMENT")
AMONG PINNACLE AND KIM AND VINCENT LO CASTRO (the "Sellers")
(dated as of January 3, 2001)
CLOSING AGREEMENT
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WHEREAS, each of the conditions and covenants set forth in the Stock
Purchase Agreement have either been satisfied by Pinnacle or will be waived by
the Sellers (all capitalized terms not otherwise defined herein shall have the
meaning ascribed to them in the Stock Purchase Agreement);
NOW, THEREFORE, intending to be legally bound, Pinnacle and the Sellers
agree as follows:
1. With respect to the condition that Jeff Turino and Michael Hall
execute and deliver the Guarantees, the Sellers hereby agree to
waive such condition.
2. With respect to the covenant that Pinnacle obtain directors and
officers liability insurance, the Sellers hereby agree to waive
compliance with such covenant until such time as such insurance
can be obtained at commercially reasonable rates.
3. With respect to the Effective Date as defined in the
first sentence of the Agreement, it is agreed to correct the
typographical error such that the Effective Date is January 1,
2001.
4. With respect to the par value of the Common Stock of
the Buyer as defined in section 1.1 of the Agreement, it is
agreed to correct the typographical error such that the par value
is $.001.
5. It is hereby agreed that the Time and Place of the
Closing pursuant to Section 1.2 of the Agreement shall be
modified to read January 18, 2001.
6. The number of shares of Common Stock issue outstanding
pursuant to Section 3.2 (a)(i) shall be 295,000,000. as of
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12/27/00
7. With respect to the last sentence of Section 3.2 of the
Agreement, it is hereby agreed to replace "Neither MAS
Acquisition X19 Corp. (the "Predecessor Corporation") nor the
Corporation" with the following: "Neither the Corporation nor its
wholly-owned subsidiary MAS Acquisition XIX Corp." Subsequent
references in the Agreement to the "Predecessor Corporation"
shall mean references to MAS Acquisition XIX Corp.
8. With respect to Section 3.4 of the Agreement, it is
hereby agreed to delete all references to June 30, 1999 and make
such references to June 30, 2000 in order to correct
typographical errors.
9. It is hereby agreed that the existing debt Balance
Sheet of Pinnacle due the Investors debt not reference to
universal Kim LoCastro shall be converted to equity within ten
(10) business days of the closing contemplated herein on terms
and conditions reasonably acceptable to Sellers.
10. In the event Sellers exercise their remedies as set
forth in the Pledge Agreement, Sellers hereby agree that Pinnacle
or its asignees shall have a right of first refusal to purchase
any shares of Pinnacle's Common Stock initially delivered to
Sellers as part of the Closing that are still owned by the
Sellers at the then prevailing market price. For purposes of this
paragraph 10, the market price shall be a thirty day average of
the closing price of such Common Stock.
11. This agreement shall be a contract under the laws
of the Commonwealth of Pennsylvania and for all purposes shall be
governed by and construed and enforced in accordance with the
laws of said Commonwealth.
PINNACLE BUSINESS
MANAGEMENT, INC.
By:
Title:
THE SELLERS
/s/ Kim Lo Castro
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Kim Lo Castro
/s/ Vince Lo Castro
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Vince Lo Castro