ASSET PURCHASE AGREEMENT

           This Asset  Purchase  Agreement is made and entered into as of August
29, 1997, by and between MEDBROOK CORP., a Florida corporation ("Medbrook"), and
TITAN HEALTHCARE, INC., ("Purchaser").

                                 P R E A M B L E

           Medbrook  owns  and  operates  several  physical  and  rehabilitation
therapy  clinics in North  Florida  and South  Georgia.  In  addition,  Medbrook
manages  the  practice  of several  physicians.  Purchaser  desires to  purchase
certain of Medbrook's assets upon the terms and conditions set forth below.

           ACCORDINGLY, the parties hereto agree as follows:

                                   ARTICLE 1.
                           Sale and Purchase of Assets

           Section  1.1 Sale of Assets  by  Medbrook.  Subject  to the terms and
conditions of this Agreement,  effective August 31, 1997 (the "Effective Date"),
for the  consideration  set forth in Section  1.4 below,  Medbrook  shall  sell,
transfer,  assign and convey to  Purchaser,  and Purchaser  shall  purchase from
Medbrook,  all  of the  assets  of  Medbrook  at the  following  locations  (the
"Clinics"):

                                Moultrie Physical Therapy
                                713 S. Main Street
                                Moultrie, GA  31768

                                Medbrook Rehab of PC
                                4 Office Park Drive #4
                                Palm Coast, Florida  32137

                                Medbrook Rehab of Ormond
                                1275 W. Granada Blvd.
                                Ormond Beach, Florida

                                Medbrook Rehab of Daytona
                                1480 International Speedway
                                Daytona Beach, Florida  32114

           Such assets purchased shall include the following (herein referred to
as the "Assets"):

                       (a) Equipment.   All  of  the   furniture,   furnishings,
                           computer  hardware  and  software,  and  equipment of
                           Medbrook at the Clinics,  as more fully  described on
                           Schedule 1.1(b) (the "Equipment").

                       (b) Leasehold  improvements.  All Leasehold  improvements
                           owned  by  Medbrook  at the  Clinics,  as more  fully
                           described  on  Schedule  1.1(c)  (collectively,   the
                           "Leasehold Improvements").

                       (c) Accounts  Receivable.  All accounts receivable of the
                           Clinics   outstanding  on  the  date  of  Closing.  A
                           detailed  listing of such accounts  receivable (as of
                           June 30, 1997) is  described on Schedule  1.1(d) (the
                           "Accounts  Receivable").  Medbrook  hereby  agrees to
                           sell all accounts receivable notwithstanding the fact
                           that Schedule 1.1(d) is only current through June 30,
                           1997.

                       (d) Name.  Use of the name  "Medbrook"  as  described  in
                           Article 8 below.

                       (e) Telephone  Numbers.  The telephone numbers of each of
                           the Clinics (the "Telephone Numbers").

                       (f) Contracts.   All  of  Medbrook's  right,   title  and
                           interest in and to  contracts  for  services  entered
                           into by Medbrook,  as more fully described in Exhibit
                           1.1(g) hereof (the "Contracts").

                       (g) Deposits.  All  deposits  owned by  Medbrook  for any
                           equipment purchases,  leases, or otherwise, except as
                           otherwise specified herein.

                       (h) Patient Charts and Records. All charts and records of
                           Medbrook's patients who were treated at the Clinics.

           Section 1.2 Excluded Assets. Purchaser shall purchase only the Assets
listed above.  Specifically  excluded from the Assets, among other things, shall
be the following:

                      (a) All cash and cash equivalents owned by Medbrook on the
                          Effective Date.

                      (b) All prepaid Assets, including insurance and rent.

                      (c) All  intangible  Assets  of  Medbrook,   except  those
                          intangible Assets specifically  included in the Assets
                          in paragraph 1.1 above.

                      (d) Medbrook's  deposit  with  Paychex,  a staff  leasing
                          company, in the amount of $15,000.

           Section 1.3  Liabilities.  Purchaser shall not assume any liabilities
of Medbrook or of the Clinics except for the following:

                       (a)Leases.    Purchaser    shall   assume   the   ongoing
                          obligations  with  respect the leases  (the  "Leases")
                          including,   but  not   limited  to,   office   space,
                          equipment,  and computer  maintenance,  including  any
                          obligations  to make monthly  rent or lease  payments,
                          all as more  specifically  described in Exhibit 1.3(a)
                          attached hereto.

                       (b)Contracts.   Purchaser   shall   assume  the   ongoing
                          obligations  with  respect  the  Contracts  and  shall
                          fulfill all obligations and responsibilities under the
                          Contracts.

                       (c)Accounts Payable.  Purchaser shall assume all accounts
                          payable of Medbrook on the  Closing  Date.  A detailed
                          listing of such accounts payable (as of June 30, 1997)
                          is  described  in  Schedule  1.3(c)  attached  hereto.
                          Purchaser hereby agrees to assume all accounts payable
                          of Medbrook, as of the Effective Date, notwithstanding
                          the fact that Schedule  1.3(c) is only current through
                          June 30, 1997.

                       (d)Telephone  Numbers.  Purchaser  shall  assume  ongoing
                          bills and  obligations  with respect to the  Telephone
                          Numbers, including any expenses associated with yellow
                          page or other  telephone book  advertising  that arise
                          after the Effective Date.

                       (e)Payroll   Liabilities.   Purchaser  shall  assume  all
                          payroll  liability of Medbrook from and after Closing,
                          and  shall   assume  all  paid  time  off  reserve  of
                          Medbrook.

                       (f)Closed  Clinics.  All  obligations  of  Medbrook  with
                          respect  to the  Medbrook  Rehab of Ormond  located at
                          1275 W. Granada  Blvd.,  Ormond  Beach,  Florida,  and
                          Medbrook   Rehab   of   Daytona,   located   at   1480
                          International   Speedway,   Daytona  Beach,   Florida,
                          including   but   not   limited   to,   office   rent,
                          electricity, and water.

           All  liabilities  of Medbrook  not  specifically  listed  above shall
remain the sole  responsibility of Medbrook including,  without limitation,  any
payments owed by Medbrook to the former owners of the Clinics.

           Section 1.4 Purchase Price.

                      (a) In  consideration  for  the  transfer  of  the  Assets
                          described in Section 1.1 above, Purchaser shall pay to
                          Medbrook Three Hundred  Thirty-five  Thousand  Dollars
                          ($335,000.00) (the "Purchase Price").

                      (b) The Purchase  Price shall be evidenced by a promissory
                          note with interest  occurring on the unpaid  principal
                          balance  at the rate of ten  percent  (10%) per annum.
                          The  Promissory  Note shall be payable in twelve equal
                          monthly  payments of  principal  plus  interest in the
                          amount  of  $29,451.82  on the last day of each  month
                          commencing on September 30, 1997 and continuing on the
                          last day of each  successive  month through August 31,
                          1998.

                      (c) Payment of the  promissory  note shall be secured by a
                          first  security  interest  in  all of  the  assets  of
                          Purchaser,   including  any  assets  now  existing  or
                          hereafter  acquired  and any proceeds  therefrom.  The
                          individual  owners of Purchaser shall provide personal
                          guarantees to payment of the promissory note.

                      (d) Purchaser  shall  not  sell,   transfer  or  otherwise
                          dispose  of any  assets  of the  Purchaser  until  the
                          promissory note is paid in full except in the ordinary
                          course  of   business   and  for  fair  and   adequate
                          consideration unless approved in advance by Medbrook.

                      (e) Medbrook is financing the acquisition of the Assets by
                          Purchaser  due to Kim  Palmer's  affiliation  with and
                          ownership of  Purchaser.  In the event that Kim Palmer
                          either  ceases  being an owner of  Purchaser or ceases
                          controlling the operations of Purchaser, then Medbrook
                          may accelerate all sums due under the promissory  note
                          and call all amounts due owing immediately.

           Section 1.5 Closing.

                      (a) The  sale  and  purchase  of the  Assets  contemplated
                          hereunder   shall  take   place  at  a  closing   (the
                          "Closing")  to be  held  at  the  offices  of  Rogers,
                          Towers,  Bailey,  Jones & Gay, P.A.,  1301  Riverplace
                          Boulevard, Suite 1500, Jacksonville, Florida on August
                          29, 1997, or on such date as soon as practicable after
                          or concurrently with the satisfaction or waiver of the
                          conditions  set forth in  Article 4 hereof  (such date
                          being  herein  referred  to as  the  "Closing  Date").
                          Notwithstanding  anything herein to the contrary,  the
                          sale and  purchase of the Assets shall be effective as
                          of the Effective Date.

                      (b) At the Closing,  Medbrook  shall  deliver to Purchaser
                          (i)   duly   executed   instruments   of   conveyance,
                          assignment  or  transfer  with  respect to the Assets;
                          (ii) the  certificates  required by Section  4.1;  and
                          (iii) such other agreements, instruments, certificates
                          or  other   documents  as  Purchaser  may   reasonably
                          request.

                      (c) At the Closing,  Purchaser  shall  deliver to Medbrook
                          (i) the certificates required by Section 4.2, and (ii)
                          such other  agreements,  instruments,  certificates or
                          other documents as Medbrook may reasonably request.

           Section 1.6 Tail Insurance. Medbrook shall purchase extended ("Tail")
malpractice  insurance  coverage in an appropriate  amount to cover Medbrook for
malpractice  claims  asserted for  services  rendered at the Clinics by Medbrook
during the term that Medbrook provided professional services at the Clinics.

                                   ARTICLE 2.
                         Representations and Warranties

           Section 2.1  Representations  and  Warranties  of Medbrook.  Medbrook
represents and warrants to Purchaser, as of the execution hereof, as follows:

                       (a)Power  and  Authority  of  Medbrook.   Medbrook  is  a
                          corporation  duly organized,  validly  existing and in
                          good standing  under the laws of the State of Florida.
                          Medbrook  has all  requisite  power and  authority  to
                          enter into this Agreement and perform its  obligations
                          as contained  herein,  and this Agreement  constitutes
                          the valid and legally  binding  obligation of Medbrook
                          enforceable  against it in accordance  with its terms,
                          except  as  such  enforceability  may  be  limited  by
                          bankruptcy, reorganization,  insolvency, moratorium or
                          other laws affecting creditors' rights generally.

                       (b)No  Conflicts.  The  execution  and  delivery  of this
                          Agreement  by  Medbrook  and the  consummation  of the
                          transactions  contemplated hereby will not violate any
                          provision  of any law or violate any term or provision
                          of any order, writ, judgment,  injunction or decree of
                          any  court or any  other  governmental  department  or
                          agency  applicable  to Medbrook,  or conflict  with or
                          result in a breach of any of the terms, conditions, or
                          provisions of the Articles of Incorporation, Bylaws or
                          other  organizational  document  of  Medbrook,  or any
                          agreement to which Medbrook is a party.

                       (c)Title to  Equipment.  Medbrook  has  good,  valid  and
                          marketable  title to the Equipment,  free and clear of
                          all mortgages, liens, pledges, security interests, and
                          other encumbrances.

                       (d)Broker's Fees. No commission,  fee, or compensation of
                          any  kind  on  account  of any  services  rendered  in
                          connection  with this  Agreement  or the  transactions
                          contemplated  hereby, other than the fees and expenses
                          of counsel for Medbrook,  has been  contracted  for by
                          Medbrook.

                       (e)Legal Compliance.  To the best of Medbrook's knowledge
                          and belief,  Medbrook  has  conducted  its business in
                          accordance with all material law and  regulations,  is
                          not in  violation  of  any  material  law or  material
                          regulation applicable to Medbrook for the operation of
                          its  business,  and is not in  material  default  with
                          respect to any of its obligations.

                       (f)Officers.  Each of the officers of Medbrook  executing
                          this  Agreement  and all  documents at Closing are and
                          will be duly  authorized and empowered to execute such
                          documents on behalf of Medbrook.

           Section 2.2  Representations  and Warranties of Purchaser.  Purchaser
represents and warrants to Medbrook, as of the execution hereof, as follows:

                       (a)Power  and  Authority  of  Purchaser.  Purchaser  is a
                          corporation  duly organized,  validly  existing and in
                          good standing  under the laws of the State of Florida.
                          Purchaser  has all  requisite  power and  authority to
                          enter into this Agreement and perform its  obligations
                          as contained herein and this Agreement constitutes the
                          valid and legally  binding  obligations  of  Purchaser
                          enforceable  against it in accordance  with its terms,
                          except as enforceability may be limited by bankruptcy,
                          reorganization,  insolvency,  moratorium or other laws
                          affecting creditors' rights generally.

                       (b)No  Conflicts.  The  execution  and  delivery  of this
                          Agreement by  Purchaser  and the  consummation  of the
                          transactions  contemplated hereby will not violate any
                          provision  of law or violate any term or  provision of
                          any order, writ, judgment, injunction or decree of any
                          court or any other  governmental  department or agency
                          applicable to Purchaser, or conflict with or result in
                          a breach of any of the terms, conditions or provisions
                          of the  Articles  of  Incorporation,  Bylaws  or other
                          organizational   documents   of   Purchaser,   or  any
                          agreement to which Purchaser is a party.

                       (c)Broker's Fees. No commission,  fee, or compensation of
                          any  kind  on  account  of any  services  rendered  in
                          connection  with this  Agreement  or the  transactions
                          contemplated  hereby, other than the fees and expenses
                          of counsel for Purchaser,  has been  contracted for by
                          Purchaser.

                       (d)Legal   Compliance.   To  the   best  of   Purchaser's
                          knowledge  and belief,  Purchaser  has  conducted  its
                          business  in  accordance  with  all  material  law and
                          regulations,  is not in  violation of any material law
                          or material regulation applicable to Purchaser for the
                          operation  of its  business,  and  is not in  material
                          default with respect to any of its obligations.

                       (e)Officers.  Each of the officers of Purchaser executing
                          this  Agreement  and all  documents at Closing are and
                          will be duly  authorized and empowered to execute such
                          documents on behalf of Purchaser.

                                   ARTICLE 3.
                            Covenants of the Parties

           Section 3.1 Best  Efforts and  Further  Assurances.  Between the date
hereof and the Closing Date,  Medbrook and Purchaser will use their best efforts
to fulfill all conditions  prerequisite  to the obligation of the other party to
consummate the  transactions  contemplated  hereby and, after the Closing,  take
such action as may be reasonably  requested by the other party to accomplish the
intent set forth herein.  Purchaser  agrees to assist  Medbrook in obtaining all
necessary  consents,  including  those  required  of any  equipment  lessors and
landlords  of  office  space,  whether  before  or after the  Closing  Date,  to
effectively  assign the  Leases to  Purchaser.  The  parties  hereby  agree that
Purchaser  shall be  responsible  for all of the  Leases,  and  Purchaser  shall
defend,  indemnify and hold Medbrook harmless from any such Leases regardless of
whether the  landlord or lessor  consents to the  assignment  of any  particular
lease.

           Section 3.2 Correctness of Schedules.  Many of the schedules attached
to this Agreement have been prepared by Kim Palmer,  part owner of Purchaser and
chief operations officer of Medbrook. Purchaser is well aware of the Assets, the
condition  of the Assets,  and the  obligations  of Medbrook.  Purchaser  hereby
accepts  the  schedules  as true and  accurate  and agrees  not to  contest  the
accuracy of the schedules or the condition of the Assets.

                                   ARTICLE 4.
                              Conditions Precedent

           Section 4.1 Conditions to the Obligation of Purchaser. The obligation
of  Purchaser to purchase  the Assets  shall be subject to the  satisfaction  or
waiver, on or prior to the Closing Date, of the following conditions:

                       (a)Representations  and Warranties.  The  representations
                          and  warranties  of Medbrook  set forth in Section 2.1
                          hereof  shall be true and  correct in all  respects on
                          the Closing Date and  Purchaser  shall have received a
                          certificate  to such effect,  executed by Medbrook and
                          dated as of the Closing Date.

                       (b)Threatened  or  Pending  Proceedings.   No  proceeding
                          shall  have  been   initiated  or  threatened  by  any
                          governmental  department or agency or any other person
                          seeking  to enjoin  or  otherwise  restrain  or obtain
                          relief  with  respect  to  the   consummation  of  the
                          transactions contemplated hereby.

                       (c)Corporate  Action.  All corporate  action necessary to
                          authorize (i) the execution,  delivery and performance
                          by   Medbrook   of  this   Agreement   and   (ii)  the
                          consummation of the transactions  contemplated  hereby
                          shall have been duly and validly taken by Medbrook.

           Section 4.2 Conditions to the Obligations of Medbrook. The obligation
of Medbrook to sell the Assets shall be subject to the  satisfaction  or waiver,
on or prior to the Closing Date, of the following conditions:

                       (a)Representations  and Warranties.  The  representations
                          and  warranties  of Purchaser set forth in Section 2.2
                          hereof  shall be true and  correct in all  respects on
                          the Closing  Date and Medbrook  shall have  received a
                          certificate to such effect,  executed by Purchaser and
                          dated as of the Closing Date.

                       (b)Threatened  or  Pending  Proceedings.   No  proceeding
                          shall  have  been   initiated  or  threatened  by  any
                          governmental  department or agency or any other person
                          seeking  to enjoin  or  otherwise  restrain  or obtain
                          relief  with  respect  to  the   consummation  of  the
                          transactions contemplated hereby.

                       (c)Corporate  Action.  All corporate  action necessary to
                          authorize (i) the execution,  delivery and performance
                          by   Purchaser   of  this   Agreement   and  (ii)  the
                          consummation of the transactions  contemplated  hereby
                          shall have been duly and validly taken by Purchaser.

                                   ARTICLE 5.
          Indemnification for Breach of Representations and Warranties

           Section 5.1 Survival of Certain Representations and Warranties.

                      (a)  All   representations   and  warranties  provided  by
                           Medbrook in this  Agreement  shall  terminate one (1)
                           year after the Closing Date.

           Section 5.2 Indemnification for Breach of Certain Representations and
Warranties and Covenants.

                      (a) Purchaser hereby agrees to indemnify and hold Medbrook
                          harmless  from and  against all  liabilities,  losses,
                          claims,   costs  or  damages   (including   reasonable
                          attorney's  fees) incurred by Medbrook  resulting from
                          or   arising   out   of   (i)   any   breach   of  any
                          representations  and warranties by Purchaser contained
                          herein  or  in  any  certificate   delivered  pursuant
                          hereto,  including  any  certificate  delivered on the
                          Closing Date, (ii) any failure by Purchaser to perform
                          any of its obligations  contained herein, or (iii) any
                          claim  based  upon facts and  circumstances  occurring
                          after the Closing Date.

                      (b) Medbrook hereby agrees to indemnify and hold Purchaser
                          harmless  from and  against all  liabilities,  losses,
                          claims,   costs  or  damages   (including   reasonable
                          attorney's fees) incurred by Purchaser  resulting from
                          or   arising   out   of   (i)   any   breach   of  any
                          representations  and warranties by Purchaser contained
                          herein  or  in  any  certificate   delivered  pursuant
                          hereto,  including  any  certificate  delivered on the
                          Closing Date,  (ii) any claim arising from  Medbrook's
                          actions   that  occur  prior  to  the  Closing   Date,
                          excluding  any  liability   arising  from  actions  of
                          Purchaser  or   Purchaser's   agents,   officers,   or
                          employees,   or  (iii)  any   breach   of   Medbrook's
                          obligations contained herein.

                      (c) In  addition to the above  indemnification  granted by
                          Medbrook,   Medbrook   shall   defend  and   indemnify
                          Purchaser  and Kim  Palmer  from any claims or offsets
                          brought  by James W.  Powell,  M.D.  ("Powell")  which
                          arise out of (i) the ownership of any Assets purchased
                          by Purchaser herein, or (ii) any ongoing  relationship
                          or  obligations  owed by Medbrook to Powell  after the
                          Closing    Date.    The   parties   agree   that   the
                          indemnification  provision contained in this paragraph
                          5.2  (c)  shall  not  apply  to  any   actions   taken
                          personally by Kim Palmer prior to or after the Closing
                          Date.

                      (d) Promptly  after a party's  (the  "Indemnified  Party")
                          receipt   of  notice   from  a  third   party  of  the
                          commencement of any action or proceeding in respect of
                          indemnification  provision contained in this paragraph
                          5.2(d) shall not apply to any actions taken personally
                          by Kim Palmer prior to or after the Closing Date.

                      (e) Promptly  after a party's  (the  "Indemnified  Party")
                          receipt   of  notice   from  a  third   party  of  the
                          commencement of any action or proceeding in respect of
                          which  indemnification may be sought against the other
                          party (the "Indemnitor")  pursuant to this Section 5.2
                          (but in no event later than ten days prior to the time
                          any response  thereto is  required),  the  Indemnified
                          Party shall notify the Indemnitor of the  commencement
                          thereof and the Indemnitor shall assume the defense of
                          such action  (including  the  employment  of counsel).
                          Thereafter,  the  Indemnitor  shall  have the right to
                          conduct the defense of such action (including  through
                          appeal); provided, however, that the Indemnified Party
                          shall have the right to participate in such defense at
                          its own expense.  If the Indemnitor fails to undertake
                          such defense after  notification  (in accordance  with
                          the provisions above) from the Indemnified  Party, the
                          Indemnified  Party may conduct such defense  itself or
                          settle any such claim without relieving the Indemnitor
                          from any of its  obligations  to make  indemnification
                          payments under this Section 5.2.

                                   ARTICLE 6.
                             Condition of Equipment

           Section 6.1 As Is. Medbrook and Purchaser agree that all Assets to be
purchased  hereunder from Medbrook by Purchaser are being sold and purchased "AS
IS," "WHERE IS" and "WITH ALL FAULTS" and Medbrook  makes no warranty in respect
of such  Assets of any  nature or  description  whatsoever  other than as stated
herein,  including the warranty of  merchantability  or fitness for a particular
purpose. Purchaser, through Kim Palmer, is aware of the condition of the Assets,
the Leases,  and all contracts,  agreements,  and other  obligations of Medbrook
with respect to the Clinics and  Purchaser  agrees to accept the Assets in their
current condition without any recourse against Medbrook.

                                   ARTICLE 7.
                                    Employees

           Section 7.1 Employment of Personnel.

                      (a) Medbrook  hires a majority  of its  personnel  through
                          Paychex,  a staff leasing company.  Medbrook shall, as
                          of the Effective Date, terminate its relationship with
                          Paychex.  Purchaser  shall  make its own  arrangements
                          with  Paychex,  or with any  other  entity,  regarding
                          retention  of certain  personnel  and the terms of the
                          continued employment of such personnel.

                      (b) Medbrook shall  terminate the employment of all of its
                          direct  employees  (those persons working for Medbrook
                          that  are  not  employed  through  Paychex)  as of the
                          Effective Date.  Purchaser  shall, as of the Effective
                          Date,  hire all direct  employees of Medbrook who work
                          at the Clinics. Purchaser shall assume all obligations
                          of Medbrook  with respect to such  employees and shall
                          provide  all  employees  with credit for their term of
                          service  with  Medbrook.  Purchaser  shall assume full
                          responsibility  for  severance pay to all employees of
                          Medbrook  who  work  at the  Clinics.  Provided,  that
                          Medbrook shall be responsible for the payment of wages
                          and  benefits  (except  severance  pay which is hereby
                          assumed by  Purchaser)  to its  employees  through the
                          Effective Date.

                      (c) Purchaser  shall  immediately  notify  Medbrook of any
                          claim or threatened claim against Medbrook by Paychex,
                          by any  employee,  or by any  third  party.  Purchaser
                          agrees to cooperate  fully and assist  Medbrook in the
                          defense of any such claim.

                      (d) Medbrook will pay when due all  withholding  and other
                          taxes required to be paid on Medbrook's employees that
                          arise or accrue prior to the Closing Date.

                                   Article 8.
                              License of Medbrook.

           Section 8.1  Background.  Medbrook is in the health care business and
provides health related services using the service mark "MEDBROOK."

           Section 8.2 Grant. To the extent that Medbrook has rights to the name
"Medbrook" (the "Mark"),  Medbrook hereby grants to Purchaser the  non-exclusive
right to use such Mark throughout  Florida and Georgia,  but only so long as the
Mark is used by Purchaser only for the provision of professional services and in
a manner  consistent with the past use of the Mark by Medbrook.  Medbrook hereby
grants this license to Purchaser royalty free.

           Section 8.3 Transfer of  goodwill.  The right of Purchaser to use the
Mark shall be conditioned  upon the payment by Purchaser for the transfer of all
of  Medbrook's  assets as stated  above.  Upon any  default  in  payment  of the
purchase price described in Section 1.4 above, Purchaser's right to use the Mark
shall immediately cease and terminate.

           Section 8.4  Representations.  Medbrook makes no  representations  or
warranties  with  respect to the Mark.  Purchaser  acknowledges  that it is only
receiving  such  rights to the Mark as are owned by  Medbrook  and that any such
rights to the Mark may be terminated at anytime.  Under no  circumstances  shall
Medbrook be required to defend, support, or maintain any rights that it may have
to the Mark.

           Section  8.5  Enforcement.  Purchaser  shall  have a duty  to  notify
Medbrook of any known and/or suspected infringement of the Mark rights occurring
in Georgia or Florida.  Purchaser  shall have the  exclusive  right to bring any
actions in Georgia or Florida in which the action is based upon an  unauthorized
use of the Mark. Upon written notice,  Medbrook shall assist  Purchaser with the
enforcement  of the Mark rights  against  such third  parties only to the extent
necessary to enable Purchaser to maintain its actions.  Purchaser shall bear all
costs and expenses for any actions taken and shall solely be entitled to any and
all monetary awards and other relief.  Notwithstanding  anything to the contrary
in this Agreement,  Medbrook may, at its option, either solely or in conjunction
with Purchaser, defend any action challenging the validity of the Mark.

                                   Article 9.
                                   Meadowbrook

           Section  9.1  Use of Name  Meadowbrook.  Purchaser  acknowledges  and
agrees that it is not  acquiring any right to the name  "Meadowbrook"  or to the
Meadowbrook  operations.  Purchaser  agrees that it will not at any time use the
name  Meadowbrook  or make or allow any inference or statement that it is in any
way affiliated with Meadowbrook.

                                   Article 10.
                           Non-Competition Provisions

           Section  10.1  Non-competition  Provisions.  Medbrook  agrees,  for a
period  of four  (4)  years  after  the  Effective  Date,  that it,  its  parent
corporation and any affiliates of its parent  corporation,  will not directly or
indirectly,  own,  license,  or acquire any interest  whatsoever in any physical
therapy or rehabilitation therapy business located in Florida or Georgia.

           Section 10.2  Reasonableness.  Medbrook hereby  acknowledge  that the
provisions of this Article 10 constitute  essential  inducements  to Purchaser's
entering  into this  Agreement  and paying  Medbrook  the  consideration  stated
herein,  and that the provisions of this Article 10 are reasonable and necessary
for the protection of Purchaser.

           Section  10.3  Remedies.  In the  event of a breach  or a  threatened
breach of this  Article 10 by  Medbrook,  Purchaser  shall be  entitled  to such
injunctive  relief as may be available to restrain  Medbrook from  violating the
provisions  of this  Article  10.  Purchaser  acknowledges  that its sole remedy
against  Medbrook for a violation of this Article 10 shall be injunctive  relief
and that Medbrook shall not be responsible to Purchaser for any money damages.

           Section 10.4 Reasonable.  If any aspect of the restrictive  covenants
contained in this Article 10 is deemed by a court of competent  jurisdiction  to
be too broad as to time, area or restricted activity, then such defective aspect
shall  be  reduced  to such  scope as is  reasonable  and  enforceable,  and the
restrictive  covenant as so modified  shall be  enforceable by injunction or any
other legal or equitable remedy.

                                   ARTICLE 11.
                              Post Closing Matters

           Section  11.1  True-up  Period.  The  parties  acknowledge  that  (i)
Medbrook has advanced  certain funds to Purchaser as described in Schedule 11.1,
(ii) Medbrook may  inadvertently  pay certain  obligations  assumed by Purchaser
pursuant to the terms of this Agreement,  (iii) Purchaser may  inadvertently pay
certain obligations of Medbrook not assumed by Purchaser, and (iv) one party may
receive a payment  that is the  property of the other.  Therefore,  every thirty
(30) days after the Effective  Date (for a total period of ninety (90) days (the
"True-up  Period))  each party  agrees to prepare  and send to the other party a
schedule of payments made and received  which were the obligation or property of
the other  party.  The party owing money to the other shall make payment in full
within  five (5) days after  each party  receives  the  schedule  from the other
party.

           Section  11.2  Additional  Claims.  After the  True-up  Period,  with
respect to items listed in Section ? neither  party shall have any  liability to
the other  unless  the  amount of such  individual  claim  exceeds  $500 and the
aggregate of such individual claims in excess of $500 exceeds $10,000.

                                   ARTICLE 12.
                                  Miscellaneous

           Section 12.1 Governing  Law. This Agreement  shall be governed by and
construed under the laws of the State of Florida.

           Section 12.2 Waiver.  The waiver of any  covenant,  condition or duty
hereunder by either party shall not prevent that party from later insisting upon
full performance of the same.

           Section 12.3  Amendment.  No amendment to the terms of this Agreement
shall be binding on either  party  unless in writing  and  executed  by the duly
authorized representatives of each party.

           Section 12.4 Entire Agreement.  This Agreement constitutes the entire
agreement between the parties in connection with the subject matter hereof,  and
supersedes all prior  agreements,  whether written or oral, and whether explicit
or implicit,  which have been entered into before the execution  hereof.  Should
any  litigation or  arbitration  arise between the parties,  neither party shall
(and each party hereby waives the right to) introduce any parol  evidence  which
would tend to contradict or impeach any of the express written terms, conditions
and covenants of this Agreement.

           Section 12.5 Notice.  Any notice or other  communication  required or
which  may be  given  hereunder  shall be in  writing  and  shall be  personally
delivered or sent by certified mail,  return receipt,  and shall be deemed given
when so received (for personal  delivery) or on the date on the return  receipt,
as follows:

                      (a)       If to Medbrook, to:

                                Medbrook Corporation
                                2200 Powell Street
                                Suite 800
                                Emeryville, CA  94608
                                Telecopier:  (510)  420-7008
                                Attn:  Chief Executive Officer

                      (b)       If to Purchaser, to:

                                Titan Healthcare, Inc.
                                800 Zeagler Drive, Suite 610
                                Palatka, FL  32177

           Section  12.6  Partial  Invalidity.  If any one or more of the terms,
provisions,   promises,  covenants  or  conditions  of  this  Agreement  or  the
application  thereof  to any person or  circumstance  shall be  adjudged  to any
extent invalid, unenforceable,  void or voidable for any reasons whatsoever by a
court  of  competent  jurisdiction,   each  and  all  of  the  remaining  terms,
provisions,  promises,  covenants  and  conditions  of this  Agreement  or their
application to other persons or circumstances  shall not be affected thereby and
shall be valid and enforceable to the fullest extent permitted by law.

           Section 12.7 Headings,  Titles. The headings appearing herein are for
convenience and reference only and shall not be deemed to govern,  limit, modify
or in any manner affect the scope,  meaning or intent of the  provisions of this
Agreement.

           Section  12.8 Binding  Effect.  Subject to the  provisions  contained
herein,  this  Agreement  shall be binding  upon and inure to the benefit of the
parties hereto and upon their respective successors.

           Section 12.9 Enforcement.  In the event either party resorts to legal
action to enforce  the terms of this  Agreement,  the  prevailing  party in such
action  shall be  entitled to recover  its cost from the  non-prevailing  party,
including reasonable attorney's fees and costs.

           Section 12.10 Judicial  Interpretation.  Should any provision of this
Agreement require judicial interpretation,  the Court interpreting or construing
the same  shall not apply a  presumption  that the  terms  hereof  shall be more
strictly  construed against one party by reason of the rule of construction that
a document  is to be  construed  more  strictly  against the party who itself or
through its agents  prepared  the same,  it being  agreed that the agents of all
parties have participated in the preparation hereof.

           Section  12.11  Expenses.  Each party  hereto  shall pay all expenses
incurred by it in connection with the negotiation,  execution and performance of
this  Agreement,  whether  or  not  the  transactions  contemplated  herein  are
consummated,  including the fees and expenses of the counsel and  accountants of
each.

           Section 12.12 Legal  Counsel.  The  undersigned  parties have had the
opportunity  to seek the advice and counsel of attorneys in connection  with the
matters referred to herein,  and they have executed and delivered this Agreement
and the  agreements  and documents  required to be executed  hereby,  freely and
knowingly after having  received and duly  considered the terms hereof,  and any
such advice and counsel of their attorneys. The parties acknowledge that Rogers,
Towers, Bailey, Jones & Gay, P.A. ("Rogers, Towers") has represented each of the
parties  (or  principals  of  each  of  the  parties)  in  the  past.  Purchaser
acknowledges that Rogers, Towers represents Medbrook in this transaction and has
concerned  itself  solely with the  interests  of Medbrook in this  transaction.
Purchaser  consents to such  representation  of  Medbrook by Rogers,  Towers and
Purchaser has engaged its own counsel for purposes of this transaction.

           IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement
as of the day and year first above written.

                               MEDBROOK CORP.


                               By: /s/ James F. Murphy
                               Name: James F. Murphy
                               Title: Vice President and Chief Financial Officer

                                                  (Corporate Seal)

                               TITAN HEALTHCARE, INC.


                               By: /s/ Robert Silvera
                               Name: Robert Silvera
                               Title: President



<PAGE>


                            ASSET PURCHASE AGREEMENT

           This Asset  Purchase  Agreement is made and entered into as of August
29, 1997, by and between MEDBROOK CORP., a Florida corporation ("Medbrook"), and
REMLAP SERVICES, INC., ("Purchaser").

                                 P R E A M B L E

           Medbrook  owns  and  operates  several  physical  and  rehabilitation
therapy  clinics in North  Florida  and South  Georgia.  In  addition,  Medbrook
manages  the  practice  of several  physicians.  Purchaser  desires to  purchase
certain of Medbrook's assets upon the terms and conditions set forth below.

           ACCORDINGLY, the parties hereto agree as follows:

                                   ARTICLE 1.
                           Sale and Purchase of Assets

           Section  1.1 Sale of Assets  by  Medbrook.  Subject  to the terms and
conditions of this Agreement,  effective August 31, 1997 (the "Effective Date"),
for the  consideration  set forth in Section  1.4 below,  Medbrook  shall  sell,
transfer,  assign and convey to  Purchaser,  and Purchaser  shall  purchase from
Medbrook,  all of the assets (the  "Assets")  owned by  Medbrook  located in the
State of Florida that is not specifically located at the following locations:
                              4570 San Juan Avenue
                              Jacksonville, Florida

                            Moultrie Physical Therapy
                               713 S. Main Street
                               Moultrie, GA 31768

                              Medbrook Rehab of PC
                             4 Office Park Drive #4
                            Palm Coast, Florida 32137

                            Medbrook Rehab of Ormond
                              1275 W. Granada Blvd.
                              Ormond Beach, Florida

                            Medbrook Rehab of Daytona
                           1480 International Speedway
                          Daytona Beach, Florida 32114

Such Assets  shall  specifically  include all of the Assets owned by Medbrook at
the following locations (the "Clinics"):
                                 Medbrook Rehab
                               220 State Road 312
                          St. Augustine, Florida 32086

                            BodyMax Physical Therapy
                             800 Zeagler Drive #510
                             Palatka, Florida 32177

                              BodyMax of Palm Coast
                                35 Old Kings Road
                            Palm Coast, Florida 32137

                                Southpark/Soliel
                               220 State Road 312
                          St. Augustine, Florida 32086

                            Beaches Physical Therapy
                              1043 A1A Beach Blvd.
                          St. Augustine, Florida 32086


           Such Assets purchased shall include the following:

                       (a)Equipment.   All   of  the   furniture,   furnishings,
                          computer hardware and software, and equipment owned by
                          Medbrook at the  Clinics,  as more fully  described on
                          Schedule 1.1(b) (the "Equipment").

                       (b)Leasehold  improvements.  All  Leasehold  improvements
                          owned  by  Medbrook  at the  Clinics,  as  more  fully
                          described  on  Schedule  1.1(c)   (collectively,   the
                          "Leasehold Improvements").

                       (c)Accounts   Receivable   of   Clinics.   All   accounts
                          receivable of the Clinics  outstanding  on the date of
                          Closing.   A  detailed   listing   of  such   accounts
                          receivable  (as of June  30,  1997)  is  described  on
                          Schedule 1.1(d) (the "Accounts Receivable").  Medbrook
                          hereby   agrees  to  sell  all   accounts   receivable
                          notwithstanding  the fact that Schedule 1.1(d) is only
                          current through June 30, 1997.

                       (d) Name.  Use of the name  "Medbrook"  as  described  in
                           Article 8 below.

                       (e) Telephone  Numbers.  The telephone numbers of each of
                           the Clinics (the "Telephone Numbers").

                       (f)Contracts.   All  of  Medbrook's   right,   title  and
                          interest in and to contracts for services entered into
                          by Medbrook, as more fully described in Exhibit 1.1(g)
                          hereof (the "Contracts").

                       (g)Deposits.  All  deposits  owned  by  Medbrook  for any
                          equipment purchases,  leases, or otherwise,  except as
                          otherwise specified herein.

                       (h)Patient Charts and Records.  All charts and records of
                          Medbrook's patients who were treated at the Clinics.

           Section 1.2 Excluded Assets. Purchaser shall purchase only the Assets
listed above.  Specifically  excluded from the Assets, among other things, shall
be the following:

                      (a) All cash and cash equivalents owned by Medbrook on the
                          Effective Date.

                      (b) All prepaid Assets, including insurance and rent.

                      (c) All  intangible  Assets  of  Medbrook,   except  those
                          intangible Assets specifically  included in the Assets
                          in paragraph 1.1 above.

                      (d)  Medbrook's  deposit  with  Paychex,  a staff  leasing
                           company, in the amount of $15,000.

           Section 1.3  Liabilities.  Purchaser shall not assume any liabilities
of Medbrook or of the Clinics except for the following:

                       (a) Leases.    Purchaser   shall   assume   the   ongoing
                           obligations  with respect the Leases  including,  but
                           not limited to, office space, equipment, and computer
                           maintenance,   including  any   obligations  to  make
                           monthly   rent  or  lease   payments,   all  as  more
                           specifically  described  in Exhibit  1.3(a)  attached
                           hereto.

                       (b) Contracts.   Purchaser   shall   assume  the  ongoing
                           obligations  with  respect  the  Contracts  and shall
                           fulfill all  obligations and  responsibilities  under
                           the Contracts.

                       (c) Accounts Payable. Purchaser shall assume all accounts
                           payable of Medbrook  less than sixty (60) days old on
                           the Closing Date. A detailed listing of such accounts
                           payable  (as of  August  19,  1997) is  described  in
                           Schedule 1.3(c)  attached  hereto.  Purchaser  hereby
                           agrees to assume all  accounts  payable  of  Medbrook
                           less than  sixty (60) days old,  as of the  Effective
                           Date,  notwithstanding  the fact that Schedule 1.3(c)
                           is only current  through  August 19,  1997.  Medbrook
                           hereby  expressly  assumes any accounts  payable more
                           than sixty (60) days old.

                       (d) Telephone  Numbers.  Purchaser  shall assume  ongoing
                           bills and  obligations  with respect to the Telephone
                           Numbers,   including  any  expenses  associated  with
                           yellow page or other telephone book  advertising that
                           arise after the Effective Date.

                       (e) Payroll  Liabilities.   Purchaser  shall  assume  all
                           payroll liability of Medbrook from and after Closing,
                           and  shall  assume  all  paid  time  off  reserve  of
                           Medbrook.

                       (f) Closed  Clinics.  All  obligations  of Medbrook  with
                           respect to the BodyMax of Palm Coast  Clinic  located
                           at 35 Old Kings Road, Palm Coast, Florida,  including
                           but not limited to,  office  rent,  electricity,  and
                           water.

           All  liabilities  of Medbrook  not  specifically  listed  above shall
remain the sole  responsibility of Medbrook including,  without limitation,  any
payments owed by Medbrook to the former owners of the Clinics.

           Section 1.4 Purchase Price.

                      (a) In  consideration  for  the  transfer  of  the  Assets
                          described in Section 1.1 above, Purchaser shall pay to
                          Medbrook   Two  Hundred   Fifteen   Thousand   Dollars
                          ($215,000.00) (the "Purchase Price").

                      (b) The Purchase  Price shall be evidenced by a promissory
                          note payable as follows:

                                (i)  Interest  only shall  accrue and be payable
                                monthly   on  the  last  date  of  each   month,
                                beginning September 30, 1997, at the rate of ten
                                percent (10%) per annum, simple interest.

                                (ii)  The  entire  principal  balance,  plus any
                                accrued  interest,  shall be due and  payable in
                                full on August 31, 1998.

                      (c) Payment  of Payment  of the  promissory  note shall be
                          secured by a first security interest in all the assets
                          of  Purchaser,  including  any assets now  existing or
                          hereafter  acquired  and any proceeds  therefrom.  The
                          individual  owners of Purchaser shall provide personal
                          guarantees to payment of the promissory note.

                      (d) Purchaser  shall  not  sell,   transfer  or  otherwise
                          dispose  of any  assets  of the  Purchaser  until  the
                          promissory note is paid in full except in the ordinary
                          course  of   business   and  for  fair  and   adequate
                          consideration unless approved in advance by Medbrook.

                      (e) Medbrook is financing the acquisition of the Assets by
                          Purchaser  due to Kim  Palmer's  affiliation  with and
                          ownership of  Purchaser.  In the event that Kim Palmer
                          either  ceases  being an owner of  Purchaser or ceases
                          controlling the operations of Purchaser, then Medbrook
                          may accelerate all sums due under the promissory  note
                          and call all amounts due owing immediately.

           Section 1.5 Closing.

                      (a) The  sale  and  purchase  of the  Assets  contemplated
                          hereunder   shall  take   place  at  a  closing   (the
                          "Closing")  to be  held  at  the  offices  of  Rogers,
                          Towers,  Bailey,  Jones & Gay, P.A.,  1301  Riverplace
                          Boulevard, Suite 1500, Jacksonville, Florida on August
                          29, 1997, or on such date as soon as practicable after
                          or concurrently with the satisfaction or waiver of the
                          conditions  set forth in  Article 4 hereof  (such date
                          being  herein  referred  to as  the  "Closing  Date").
                          Notwithstanding  anything herein to the contrary,  the
                          sale and  purchase of the Assets shall be effective as
                          of the Effective Date.

                      (b) At the Closing,  Medbrook  shall  deliver to Purchaser
                          (i)   duly   executed   instruments   of   conveyance,
                          assignment  or  transfer  with  respect to the Assets;
                          (ii) the  certificates  required by Section  4.1;  and
                          (iii) such other agreements, instruments, certificates
                          or  other   documents  as  Purchaser  may   reasonably
                          request.

                      (c) At the Closing,  Purchaser  shall  deliver to Medbrook
                          (i) the certificates required by Section 4.2, and (ii)
                          such other  agreements,  instruments,  certificates or
                          other documents as Medbrook may reasonably request.

           Section 1.6 Tail Insurance. Medbrook shall purchase extended ("Tail")
malpractice  insurance  coverage in an appropriate  amount to cover Medbrook for
malpractice  claims  asserted for  services  rendered at the Clinics by Medbrook
during the term that Medbrook provided professional services at the Clinics.

                                   ARTICLE 2.
                         Representations and Warranties

           Section 2.1  Representations  and  Warranties  of Medbrook.  Medbrook
represents and warrants to Purchaser, as of the execution hereof, as follows:

                       (a)Power  and  Authority  of  Medbrook.   Medbrook  is  a
                          corporation  duly organized,  validly  existing and in
                          good standing  under the laws of the State of Florida.
                          Medbrook  has all  requisite  power and  authority  to
                          enter into this Agreement and perform its  obligations
                          as contained  herein,  and this Agreement  constitutes
                          the valid and legally  binding  obligation of Medbrook
                          enforceable  against it in accordance  with its terms,
                          except  as  such  enforceability  may  be  limited  by
                          bankruptcy, reorganization,  insolvency, moratorium or
                          other laws affecting creditors' rights generally.

                       (b)No  Conflicts.  The  execution  and  delivery  of this
                          Agreement  by  Medbrook  and the  consummation  of the
                          transactions  contemplated hereby will not violate any
                          provision  of any law or violate any term or provision
                          of any order, writ, judgment,  injunction or decree of
                          any  court or any  other  governmental  department  or
                          agency  applicable  to Medbrook,  or conflict  with or
                          result in a breach of any of the terms, conditions, or
                          provisions of the Articles of Incorporation, Bylaws or
                          other  organizational  document  of  Medbrook,  or any
                          agreement to which Medbrook is a party.

                       (c)Title to  Equipment.  Medbrook  has  good,  valid  and
                          marketable  title to the Equipment,  free and clear of
                          all mortgages, liens, pledges, security interests, and
                          other encumbrances.

                       (d)Broker's Fees. No commission,  fee, or compensation of
                          any  kind  on  account  of any  services  rendered  in
                          connection  with this  Agreement  or the  transactions
                          contemplated  hereby, other than the fees and expenses
                          of counsel for Medbrook,  has been  contracted  for by
                          Medbrook.

                       (e)Legal Compliance.  To the best of Medbrook's knowledge
                          and belief,  Medbrook  has  conducted  its business in
                          accordance with all material law and  regulations,  is
                          not in  violation  of  any  material  law or  material
                          regulation applicable to Medbrook for the operation of
                          its  business,  and is not in  material  default  with
                          respect to any of its obligations.

                       (f)Officers.  Each of the officers of Medbrook  executing
                          this  Agreement  and all  documents at Closing are and
                          will be duly  authorized and empowered to execute such
                          documents on behalf of Medbrook.

           Section 2.2  Representations  and Warranties of Purchaser.  Purchaser
represents and warrants to Medbrook, as of the execution hereof, as follows:

                       (a)Power  and  Authority  of  Purchaser.  Purchaser  is a
                          corporation  duly organized,  validly  existing and in
                          good standing  under the laws of the State of Florida.
                          Purchaser  has all  requisite  power and  authority to
                          enter into this Agreement and perform its  obligations
                          as contained herein and this Agreement constitutes the
                          valid and legally  binding  obligations  of  Purchaser
                          enforceable  against it in accordance  with its terms,
                          except as enforceability may be limited by bankruptcy,
                          reorganization,  insolvency,  moratorium or other laws
                          affecting creditors' rights generally.

                       (b)No  Conflicts.  The  execution  and  delivery  of this
                          Agreement by  Purchaser  and the  consummation  of the
                          transactions  contemplated hereby will not violate any
                          provision  of law or violate any term or  provision of
                          any order, writ, judgment, injunction or decree of any
                          court or any other  governmental  department or agency
                          applicable to Purchaser, or conflict with or result in
                          a breach of any of the terms, conditions or provisions
                          of the  Articles  of  Incorporation,  Bylaws  or other
                          organizational   documents   of   Purchaser,   or  any
                          agreement to which Purchaser is a party.

                       (c)Broker's Fees. No commission,  fee, or compensation of
                          any  kind  on  account  of any  services  rendered  in
                          connection  with this  Agreement  or the  transactions
                          contemplated  hereby, other than the fees and expenses
                          of counsel for Purchaser,  has been  contracted for by
                          Purchaser.

                       (d)Legal   Compliance.   To  the   best  of   Purchaser's
                          knowledge  and belief,  Purchaser  has  conducted  its
                          business  in  accordance  with  all  material  law and
                          regulations,  is not in  violation of any material law
                          or material regulation applicable to Purchaser for the
                          operation  of its  business,  and  is not in  material
                          default with respect to any of its obligations.

                       (e)Officers.  Each of the officers of Purchaser executing
                          this  Agreement  and all  documents at Closing are and
                          will be duly  authorized and empowered to execute such
                          documents on behalf of Purchaser.

                                   ARTICLE 3.
                            Covenants of the Parties

           Section 3.1 Best  Efforts and  Further  Assurances.  Between the date
hereof and the Closing Date,  Medbrook and Purchaser will use their best efforts
to fulfill all conditions  prerequisite  to the obligation of the other party to
consummate the  transactions  contemplated  hereby and, after the Closing,  take
such action as may be reasonably  requested by the other party to accomplish the
intent set forth herein.  Purchaser  agrees to assist  Medbrook in obtaining all
necessary  consents,  including  those  required  of any  equipment  lessors and
landlords  of  office  space,  whether  before  or after the  Closing  Date,  to
effectively  assign the  Leases to  Purchaser.  The  parties  hereby  agree that
Purchaser  shall be  responsible  for all of the  Leases,  and  Purchaser  shall
defend,  indemnify and hold Medbrook harmless from any such Leases regardless of
whether the  landlord or lessor  consents to the  assignment  of any  particular
lease.

           Section 3.2 Correctness of Schedules.  Many of the schedules attached
to this Agreement have been prepared by Kim Palmer,  part owner of Purchaser and
chief operations officer of Medbrook. Purchaser is well aware of the Assets, the
condition  of the Assets,  and the  obligations  of Medbrook.  Purchaser  hereby
accepts  the  schedules  as true and  accurate  and agrees  not to  contest  the
accuracy of the schedules or the condition of the Assets.

                                   ARTICLE 4.
                              Conditions Precedent

           Section 4.1 Conditions to the Obligation of Purchaser. The obligation
of  Purchaser to purchase  the Assets  shall be subject to the  satisfaction  or
waiver, on or prior to the Closing Date, of the following conditions:

                       (a)Representations  and Warranties.  The  representations
                          and  warranties  of Medbrook  set forth in Section 2.1
                          hereof  shall be true and  correct in all  respects on
                          the Closing Date and  Purchaser  shall have received a
                          certificate  to such effect,  executed by Medbrook and
                          dated as of the Closing Date.

                       (b)Threatened  or  Pending  Proceedings.   No  proceeding
                          shall  have  been   initiated  or  threatened  by  any
                          governmental  department or agency or any other person
                          seeking  to enjoin  or  otherwise  restrain  or obtain
                          relief  with  respect  to  the   consummation  of  the
                          transactions contemplated hereby.

                       (c)Corporate  Action.  All corporate  action necessary to
                          authorize (i) the execution,  delivery and performance
                          by   Medbrook   of  this   Agreement   and   (ii)  the
                          consummation of the transactions  contemplated  hereby
                          shall have been duly and validly taken by Medbrook.

           Section 4.2 Conditions to the Obligations of Medbrook. The obligation
of Medbrook to sell the Assets shall be subject to the  satisfaction  or waiver,
on or prior to the Closing Date, of the following conditions:

                       (a)Representations  and Warranties.  The  representations
                          and  warranties  of Purchaser set forth in Section 2.2
                          hereof  shall be true and  correct in all  respects on
                          the Closing  Date and Medbrook  shall have  received a
                          certificate to such effect,  executed by Purchaser and
                          dated as of the Closing Date.

                       (b)Threatened  or  Pending  Proceedings.   No  proceeding
                          shall  have  been   initiated  or  threatened  by  any
                          governmental  department or agency or any other person
                          seeking  to enjoin  or  otherwise  restrain  or obtain
                          relief  with  respect  to  the   consummation  of  the
                          transactions contemplated hereby.

                       (c)Corporate  Action.  All corporate  action necessary to
                          authorize (i) the execution,  delivery and performance
                          by   Purchaser   of  this   Agreement   and  (ii)  the
                          consummation of the transactions  contemplated  hereby
                          shall have been duly and validly taken by Purchaser.

                                   ARTICLE 5.
          Indemnification for Breach of Representations and Warranties

           Section 5.1 Survival of Certain Representations and Warranties.

                      (a)  All   representations   and  warranties  provided  by
                           Medbrook in this  Agreement  shall  terminate one (1)
                           year after the Closing Date.

                      (b)  All representations and warranties of Purchaser shall
                           last for the longer  period  of: (i) two years  after
                           the Closing Date; or (ii) until the Purchase Price is
                           paid in full.

           Section 5.2 Indemnification for Breach of Certain Representations and
Warranties and Covenants.

                      (a) Purchaser hereby agrees to indemnify and hold Medbrook
                          harmless  from and  against all  liabilities,  losses,
                          claims,   costs  or  damages   (including   reasonable
                          attorney's  fees) incurred by Medbrook  resulting from
                          or   arising   out   of   (i)   any   breach   of  any
                          representations  and warranties by Purchaser contained
                          herein  or  in  any  certificate   delivered  pursuant
                          hereto,  including  any  certificate  delivered on the
                          Closing Date, (ii) any failure by Purchaser to perform
                          any of its obligations  contained herein, or (iii) any
                          claim  based  upon facts and  circumstances  occurring
                          after the Closing Date.

                      (b) Medbrook hereby agrees to indemnify and hold Purchaser
                          harmless  from and  against all  liabilities,  losses,
                          claims,   costs  or  damages   (including   reasonable
                          attorney's fees) incurred by Purchaser  resulting from
                          or   arising   out   of   (i)   any   breach   of  any
                          representations  and warranties by Purchaser contained
                          herein  or  in  any  certificate   delivered  pursuant
                          hereto,  including  any  certificate  delivered on the
                          Closing Date,  (ii) any claim arising from  Medbrook's
                          actions   that  occur  prior  to  the  Closing   Date,
                          excluding  any  liability   arising  from  actions  of
                          Purchaser  or   Purchaser's   agents,   officers,   or
                          employees,   or  (iii)  any   breach   of   Medbrook's
                          obligations contained herein.

                      (c) In  addition to the above  indemnification  granted by
                          Medbrook,   Medbrook   shall   defend  and   indemnify
                          Purchaser  and Kim  Palmer  from any claims or offsets
                          brought  by James W.  Powell,  M.D.  ("Powell")  which
                          arise out of (i) the ownership of any Assets purchased
                          by Purchaser herein, or (ii) any ongoing  relationship
                          or  obligations  owed by Medbrook to Powell  after the
                          Closing    Date.    The   parties   agree   that   the
                          indemnification  provision contained in this paragraph
                          shall not apply to any actions taken personally by Kim
                          Palmer prior to or after the Closing Date.

                      (d) Promptly  after a party's  (the  "Indemnified  Party")
                          receipt   of  notice   from  a  third   party  of  the
                          commencement of any action or proceeding in respect of
                          which  indemnification may be sought against the other
                          party (the "Indemnitor")  pursuant to this Section 5.2
                          (but in no event later than ten days prior to the time
                          any response  thereto is  required),  the  Indemnified
                          Party shall notify the Indemnitor of the  commencement
                          thereof and the Indemnitor shall assume the defense of
                          such action  (including  the  employment  of counsel).
                          Thereafter,  the  Indemnitor  shall  have the right to
                          conduct the defense of such action (including  through
                          appeal); provided, however, that the Indemnified Party
                          shall have the right to participate in such defense at
                          its own expense.  If the Indemnitor fails to undertake
                          such defense after  notification  (in accordance  with
                          the provisions above) from the Indemnified  Party, the
                          Indemnified  Party may conduct such defense  itself or
                          settle any such claim without relieving the Indemnitor
                          from any of its  obligations  to make  indemnification
                          payments under this Section 5.2.

                                   ARTICLE 6.
                             Condition of Equipment

           Section 6.1 As Is. Medbrook and Purchaser agree that all Assets to be
purchased  hereunder from Medbrook by Purchaser are being sold and purchased "AS
IS," "WHERE IS" and "WITH ALL FAULTS" and Medbrook  makes no warranty in respect
of such  Assets of any  nature or  description  whatsoever  other than as stated
herein,  including the warranty of  merchantability  or fitness for a particular
purpose. Purchaser, through Kim Palmer, is aware of the condition of the Assets,
the Leases,  and all contracts,  agreements,  and other  obligations of Medbrook
with respect to the Clinics and  Purchaser  agrees to accept the Assets in their
current condition without any recourse against Medbrook.

                                   ARTICLE 7.
                                    Employees

           Section 7.1 Employment of Personnel.

                      (a) Medbrook  hires a majority  of its  personnel  through
                          Paychex,  a staff leasing company.  Medbrook shall, as
                          of the Effective Date, terminate its relationship with
                          Paychex.  Purchaser  shall  make its own  arrangements
                          with  Paychex,  or with any  other  entity,  regarding
                          retention  of certain  personnel  and the terms of the
                          continued employment of such personnel.

                      (b) Medbrook shall  terminate the employment of all of its
                          direct  employees  (those persons working for Medbrook
                          that  are  not  employed  through  Paychex)  as of the
                          Effective Date.  Purchaser  shall, as of the Effective
                          Date,  hire all direct  employees of Medbrook who work
                          at the Clinics. Purchaser shall assume all obligations
                          of Medbrook  with respect to such  employees and shall
                          provide  all  employees  with credit for their term of
                          service  with  Medbrook.  Purchaser  shall assume full
                          responsibility  for  severance pay to all employees of
                          Medbrook  who  work  at the  Clinics.  Provided,  that
                          Medbrook shall be responsible for the payment of wages
                          and  benefits  (except  severance  pay which is hereby
                          assumed by  Purchaser)  to its  employees  through the
                          Effective Date.

                      (c) Purchaser  shall  immediately  notify  Medbrook of any
                          claim or threatened claim against Medbrook by Paychex,
                          by any  employee,  or by any  third  party.  Purchaser
                          agrees to cooperate  fully and assist  Medbrook in the
                          defense of any such claim.

                      (d) Medbrook will pay when due all  withholding  and other
                          taxes required to be paid on Medbrook's employees that
                          arise or accrue prior to the Closing Date.

                                   Article 8.
                              License of Medbrook.

           Section 8.1  Background.  Medbrook is in the health care business and
provides health related services using the service mark "MEDBROOK."

           Section 8.2 Grant. To the extent that Medbrook has rights to the name
"Medbrook" (the "Mark"),  Medbrook hereby grants to Purchaser the  non-exclusive
right to use such Mark throughout  Florida and Georgia,  but only so long as the
Mark is used by Purchaser only for the provision of professional services and in
a manner  consistent with the past use of the Mark by Medbrook.  Medbrook hereby
grants this license to Purchaser royalty free.

           Section 8.3 Transfer of  goodwill.  The right of Purchaser to use the
Mark shall be conditioned  upon the payment by Purchaser for the transfer of all
of  Medbrook's  assets as stated  above.  Upon any  default  in  payment  of the
purchase price described in Section 1.4 above, Purchaser's right to use the Mark
shall immediately cease and terminate.

           Section 8.4  Representations.  Medbrook makes no  representations  or
warranties  with  respect to the Mark.  Purchaser  acknowledges  that it is only
receiving  such  rights to the Mark as are owned by  Medbrook  and that any such
rights to the Mark may be terminated at anytime.  Under no  circumstances  shall
Medbrook be required to defend, support, or maintain any rights that it may have
to the Mark.

           Section  8.5  Enforcement.  Purchaser  shall  have a duty  to  notify
Medbrook of any known and/or suspected infringement of the Mark rights occurring
in Georgia or Florida.  Purchaser  shall have the  exclusive  right to bring any
actions in Georgia or Florida in which the action is based upon an  unauthorized
use of the Mark. Upon written notice,  Medbrook shall assist  Purchaser with the
enforcement  of the Mark rights  against  such third  parties only to the extent
necessary to enable Purchaser to maintain its actions.  Purchaser shall bear all
costs and expenses for any actions taken and shall solely be entitled to any and
all monetary awards and other relief.  Notwithstanding  anything to the contrary
in this Agreement,  Medbrook may, at its option, either solely or in conjunction
with Purchaser, defend any action challenging the validity of the Mark.

                                   Article 9.
                                   Meadowbrook

           Section  9.1  Use of Name  Meadowbrook.  Purchaser  acknowledges  and
agrees that it is not  acquiring any right to the name  "Meadowbrook"  or to the
Meadowbrook  operations.  Purchaser  agrees that it will not at any time use the
name  Meadowbrook  or make or allow any inference or statement that it is in any
way affiliated with Meadowbrook.

                                   Article 10.
                           Non-Competition Provisions

           Section  10.1  Non-competition  Provisions.  Medbrook  agrees,  for a
period  of four  (4)  years  after  the  Effective  Date,  that it,  its  parent
corporation and any affiliates of its parent  corporation,  will not directly or
indirectly,  own,  license,  or acquire any interest  whatsoever in any physical
therapy or rehabilitation therapy business located in Florida or Georgia.

           Section 10.2  Reasonableness.  Medbrook hereby  acknowledge  that the
provisions of this Article 10 constitute  essential  inducements  to Purchaser's
entering  into this  Agreement  and paying  Medbrook  the  consideration  stated
herein,  and that the provisions of this Article 10 are reasonable and necessary
for the protection of Purchaser.

           Section  10.3  Remedies.  In the  event of a breach  or a  threatened
breach of this  Article 10 by  Medbrook,  Purchaser  shall be  entitled  to such
injunctive  relief as may be available to restrain  Medbrook from  violating the
provisions  of this  Article  10.  Purchaser  acknowledges  that its sole remedy
against  Medbrook for a violation of this Article 10 shall be injunctive  relief
and that Medbrook shall not be responsible to Purchaser for any money damages.

           Section 10.4 Reasonable.  If any aspect of the restrictive  covenants
contained in this Article 10 is deemed by a court of competent  jurisdiction  to
be too broad as to time, area or restricted activity, then such defective aspect
shall  be  reduced  to such  scope as is  reasonable  and  enforceable,  and the
restrictive  covenant as so modified  shall be  enforceable by injunction or any
other legal or equitable remedy.

                                   ARTICLE 11.
                              Post Closing Matters

           Section  11.1  True-up  Period.  The  parties  acknowledge  that  (i)
Medbrook has advanced  certain funds to Purchaser as described in Schedule 11.1,
(ii) Medbrook may  inadvertently  pay certain  obligations  assumed by Purchaser
pursuant to the terms of this Agreement,  (iii) Purchaser may  inadvertently pay
certain obligations of Medbrook not assumed by Purchaser, and (iv) one party may
receive a payment  that is the  property of the other.  Therefore,  every thirty
(30) days after the Effective  Date (for a total period of ninety (90) days (the
"True-up  Period))  each party  agrees to prepare  and send to the other party a
schedule of payments made and received  which were the obligation or property of
the other  party.  The party owing money to the other shall make payment in full
within  five (5) days after  each party  receives  the  schedule  from the other
party.

           Section  11.2  Additional  Claims.  After the  True-up  Period,  with
respect to items listed in Section neither party shall have any liability to the
other unless the amount of such individual  claim exceeds $500 and the aggregate
of such individual claims in excess of $500 exceeds $10,000.

                                   ARTICLE 12.
                                  Miscellaneous

           Section 12.1 Governing  Law. This Agreement  shall be governed by and
construed under the laws of the State of Florida.

           Section 12.2 Waiver.  The waiver of any  covenant,  condition or duty
hereunder by either party shall not prevent that party from later insisting upon
full performance of the same.

           Section 12.3  Amendment.  No amendment to the terms of this Agreement
shall be binding on either  party  unless in writing  and  executed  by the duly
authorized representatives of each party.

           Section 12.4 Entire Agreement.  This Agreement constitutes the entire
agreement between the parties in connection with the subject matter hereof,  and
supersedes all prior  agreements,  whether written or oral, and whether explicit
or implicit,  which have been entered into before the execution  hereof.  Should
any  litigation or  arbitration  arise between the parties,  neither party shall
(and each party hereby waives the right to) introduce any parol  evidence  which
would tend to contradict or impeach any of the express written terms, conditions
and covenants of this Agreement.

           Section 12.5 Notice.  Any notice or other  communication  required or
which  may be  given  hereunder  shall be in  writing  and  shall be  personally
delivered or sent by certified mail,  return receipt,  and shall be deemed given
when so received (for personal  delivery) or on the date on the return  receipt,
as follows:

                      (a)       If to Medbrook, to:

                                Medbrook Corporation
                                2200 Powell Street
                                Suite 800
                                Emeryville, CA  94608
                                Telecopier:  (510)  420-7008
                                Attn:  Chief Executive Officer

                      (b)       If to Purchaser, to:

                                Remlap Services, Inc.
                                220 State Road 312
                                St. Augustine, FL  32086
                                Attn:  Kim Palmer

           Section  12.6  Partial  Invalidity.  If any one or more of the terms,
provisions,   promises,  covenants  or  conditions  of  this  Agreement  or  the
application  thereof  to any person or  circumstance  shall be  adjudged  to any
extent invalid, unenforceable,  void or voidable for any reasons whatsoever by a
court  of  competent  jurisdiction,   each  and  all  of  the  remaining  terms,
provisions,  promises,  covenants  and  conditions  of this  Agreement  or their
application to other persons or circumstances  shall not be affected thereby and
shall be valid and enforceable to the fullest extent permitted by law.

           Section 12.7 Headings,  Titles. The headings appearing herein are for
convenience and reference only and shall not be deemed to govern,  limit, modify
or in any manner affect the scope,  meaning or intent of the  provisions of this
Agreement.

           Section  12.8 Binding  Effect.  Subject to the  provisions  contained
herein,  this  Agreement  shall be binding  upon and inure to the benefit of the
parties hereto and upon their respective successors.

           Section 12.9 Enforcement.  In the event either party resorts to legal
action to enforce  the terms of this  Agreement,  the  prevailing  party in such
action  shall be  entitled to recover  its cost from the  non-prevailing  party,
including reasonable attorney's fees and costs.

           Section 12.10 Judicial  Interpretation.  Should any provision of this
Agreement require judicial interpretation,  the Court interpreting or construing
the same  shall not apply a  presumption  that the  terms  hereof  shall be more
strictly  construed against one party by reason of the rule of construction that
a document  is to be  construed  more  strictly  against the party who itself or
through its agents  prepared  the same,  it being  agreed that the agents of all
parties have participated in the preparation hereof.

           Section  12.11  Expenses.  Each party  hereto  shall pay all expenses
incurred by it in connection with the negotiation,  execution and performance of
this  Agreement,  whether  or  not  the  transactions  contemplated  herein  are
consummated,  including the fees and expenses of the counsel and  accountants of
each.

           Section 12.12 Legal  Counsel.  The  undersigned  parties have had the
opportunity  to seek the advice and counsel of attorneys in connection  with the
matters referred to herein,  and they have executed and delivered this Agreement
and the  agreements  and documents  required to be executed  hereby,  freely and
knowingly after having  received and duly  considered the terms hereof,  and any
such advice and counsel of their attorneys. The parties acknowledge that Rogers,
Towers, Bailey, Jones & Gay, P.A. ("Rogers, Towers") has represented each of the
parties  (or  principals  of  each  of  the  parties)  in  the  past.  Purchaser
acknowledges that Rogers, Towers represents Medbrook in this transaction and has
concerned  itself  solely with the  interests  of Medbrook in this  transaction.
Purchaser  consents to such  representation  of  Medbrook by Rogers,  Towers and
Purchaser has engaged its own counsel for purposes of this transaction.

           IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement
as of the day and year first above written. 
      
MEDBROOK CORP.                                             REMLAP SERVICES, INC.

By: /s/James F. Murphy                                        By: /s/ Kim Palmer
Name: James F. Murphy                                         Name: Kim Palmer
Title: Vice President and                                     Title: President
       Chief Financial Officer
(Corporate Seal)                                              (Corporate Seal)