<PAGE>

                                                                  EXHIBIT 6.14
                                      
                      PLAN AND AGREEMENT OF REORGANIZATION


   This PLAN AND AGREEMENT OF REORGANIZATION (the "Agreement") is entered 
into on this 30th day of June, 1997, by and between MEDICAL RESOURCES 
MANAGEMENT, INC., a Nevada corporation ("MRM") and MED SURG SPECIALTIES, 
INC., a California corporation ("MSS"), and those persons listed in EXHIBIT A 
hereto, being all of the shareholders of MSS who own individually at least 
five percent (5%) of the outstanding stock of MSS and together hold over 50% 
of the outstanding stock of MSS as of the date this Agreement is executed.

                             PLAN OF REORGANIZATION

   The transaction contemplated by this Agreement is intended to be a "tax 
free" exchange as contemplated by the provisions of Sections 351 and 
368(a)(1)(B) of the Internal Revenue Code of 1986, as amended.  MRM will 
acquire up to 100% of MSS' issued and outstanding common stock (no par value 
per share), and all warrants and options outstanding (the "MSS Stock" or the 
"MSS Shares"), in exchange for approximately 235,000 shares of MRM's common 
stock ($.001 par value per share) (the "Exchange Stock") (collectively, the 
"Exchange Transaction"). The Exchange Transaction will result in MSS becoming 
a wholly owned subsidiary of MRM.
   
                                     AGREEMENT
                                          
                                     SECTION 1
                                          
                               TRANSFER OF MSS SHARES

   1.1         All shareholders of MSS (the "Shareholders" or the "MSS 
Shareholders") as of the date of Closing, as such term is defined in Section 
3 herein (the "Closing" or the "Closing Date"), shall transfer, assign, 
convey and deliver to MRM at the Closing Date certificates representing 100% 
of the MSS shares then issued and outstanding, or such lesser percentage as 
shall be acceptable to MRM, but in no event less than 95% of the MSS Shares.  
The transfer of the MSS Shares shall be made free and clear of all liens, 
mortgages, pledges, encumbrances or charges, whether disclosed or 
undisclosed, except as the MSS Shareholders and MRM shall have otherwise 
agreed in writing.


                                      1

<PAGE>

                                  SECTION 2
                                          
                     ISSUANCE OF EXCHANGE STOCK AND ADDITIONAL
                             STOCK TO MSS SHAREHOLDERS

    2.1   As consideration for the transfer, assignment, conveyance and 
delivery of the MSS Stock hereunder, MRM shall, at the Closing, issue to the 
MSS Shareholders, pro rata in accordance with each Shareholder's percentage 
ownership of MSS immediately prior to the Closing, certificates for 214,667 
shares of Exchange Stock.  The parties intend that the Exchange Stock being 
issued will be used to acquire all issued and outstanding MSS Shares.  To the 
extent that less than 100% of the MSS Stock is acquired, the number of shares 
of Exchange Stock issuable to those MSS Shareholders who have elected to 
participate in the exchange described in this Agreement (the "Exchange") 
shall increase proportionately.
   
    2.2   An additional 22,000 shares of MRM common stock ("Additional 
Stock") shall be issued pro rata to the MSS Shareholders pro rata in 
accordance with each Shareholder's percentage ownership of MSS prior to the 
Closing, provided that such Additional Stock shall only be issued in 
accordance with the following terms and conditions: such Additional Stock 
shall be held pending the completion of a sales tax audit of MSS currently 
being conducted by California taxing authorities.  Upon the completion and 
final determination as a result of such audit, the liability of MSS 
(including sales tax, penalties and interest) for such audit shall be 
subtracted from the value of the Additional Stock, which is stipulated by the 
parties hereto to be $33,000 for purposes of this paragraph, with each such 
share valued at a price of $1.50 per share.  If the value of the Additional 
Stock exceeds the audit liability of MSS, then the difference shall be 
distributed as Additional Stock to the MSS Shareholders at the rate of one 
share of common stock for each $1.50 of such difference.  If, however, the 
audit liability exceeds $33,000 then no Additional Stock will be issued and 
the MSS Shareholders agree to reimburse MSS for any such excess liability 
within ten (10) days of notice from MSS.

   2.3    The issuance of the Exchange Stock and Additional Stock shall be 
made free and clear of all liens, mortgages, pledges, encumbrances or 
charges, whether disclosed or undisclosed, except as the MSS Shareholders and 
MRM shall have otherwise agree in writing. As provided herein, and 
immediately prior to the Closing, MRM shall have issued and outstanding: (i) 
not more than 7,200,000 shares of common stock; (ii) not more than 1,300,000 
options outstanding; (iii) not more than 515,540 Class A warrants issued in 
conjunction with a recent Private Offering; (iv) not more than 515,540 Class 
B warrants issued in conjunction with a recent Private Offering; (v) 140,000 
warrants held by an investment relations firm;  (vi) 100,000 warrants held by 
a lender; and (vii) shall not have any shares of preferred stock issued and 
outstanding.  All options and warrants provide for the purchase of one share 
of common stock for each option or warrant.

   2.4    None of the Exchange Stock or Additional Stock issued to the MSS 
Shareholders, nor any of the MSS Stock transferred to MRM hereunder shall, at 
the time 


                                      2

<PAGE>

of Closing, be registered under federal securities laws but, rather, shall be 
issued pursuant to an exemption therefrom and be considered "restricted 
stock" within the meaning of Rule 144 promulgated under the Securities Act of 
1933, as amended (the "Act").  All of such shares shall bear a legend worded 
substantially as follows:
   
     "The shares represented by this certificate have not been registered
     under the Securities Act of 1933 (the "Act") and are 'restricted
     securities' as that term is defined in Rule 144 under the Act.  The
     shares may not be offered for sale, sold or otherwise transferred
     except pursuant to an exemption from registration under the Act, the
     availability of which is to be established to the satisfaction of the
     Company."

The respective transfer agents of MRM and MSS shall annotate their records to 
reflect the restrictions on transfer embodied in the legend set forth above. 
There shall be no requirement that MRM register the Exchange Stock under the 
Act, nor shall MSS or the Shareholders be required to register any MSS Shares 
under the Act.

                                     SECTION 3
                                          
                                      CLOSING
                                      -------
    
    3.1   CLOSING OF TRANSACTION.  Subject to the fulfillment or waiver of 
the conditions precedent set forth in Section 11 hereof, the Closing shall 
take place on the Closing Date at the offices of Medical Resources 
Management, Inc., 932 Grand Central Avenue, Glendale, California at 10:00 
a.m., local time, or at such other time on the Closing Date as MSS and MRM 
shall mutually agree in writing.
   
    3.2   CLOSING DATE.  The Closing Date of the Exchange shall take place on 
a date chosen by mutual agreement of MSS and MRM within sixty (60) days from 
the date of this Agreement, or such later date upon which MSS and MRM may 
mutually agree in writing, or as extended pursuant to subsection 12.1(b) 
herein.

    3.3   DELIVERIES BY MSS AT CLOSING.  MSS shall deliver or cause to be 
delivered to MRM at the Closing:
   
          (a)  certificates representing all shares, or an amount of shares 
               acceptable to MRM, of the MSS Stock as described in Section 1, 
               each endorsed in blank by the registered owner;
   
          (b)  an agreement from each Shareholder surrendering his or her 
               shares agreeing to a restriction on the transfer of the Exchange
               Stock as described in Section 2 hereof;


                                      3

<PAGE>

          (c)  a copy of a consent by MSS' Board of Directors authorizing MSS 
               to take the necessary steps toward closing the transaction 
               described by this Agreement in the form set forth in EXHIBIT B;

          (d)  a copy of a Certificate of Good Standing for MSS issued not more
               than thirty (30) days prior to the Closing Date by the 
               California Secretary of State;

          (e)  an opinion of Bandy & Bandy, counsel to MSS, dated the Closing 
               Date, in a form deemed acceptable by MRM and its counsel;

          (f)  Articles of Incorporation and Bylaws of MSS certified as of the 
               Closing Date by the President and Secretary of MSS;

          (g)  all of MSS' corporate records;

          (h)  executed bank forms for MSS bank accounts reflecting a change in
               management and signatories to said bank accounts;

          (i)  such other documents, instruments or certificates as shall be 
               reasonably requested by MRM or its counsel.

    3.4   DELIVERIES BY MRM AT CLOSING.  MRM shall deliver or cause to be 
delivered to MSS at the Closing:
   
          (a)  a copy of a consent of MRM's Board of Directors authorizing MRM 
               to take the necessary steps toward closing the transaction 
               described by this Agreement in the form set forth in EXHIBIT C;

          (b)  a copy of a Certificate of Good Standing for MRM issued not more
               than thirty (30) days prior to the Closing by the Secretary of 
               State of Nevada;

          (c)  stock certificate(s) or a computer listing from MRM's transfer 
               agent representing the Exchange Stock to be newly issued by MRM 
               under this Agreement, which certificates shall be in the names 
               of the appropriate MSS Shareholders, each in the appropriate 
               denomination as described in Section 2;

          (d)  an opinion of William B. Barnett, Esq., special counsel to MRM, 
               dated the Closing Date, in a form deemed acceptable to MSS and 
               its counsel;

          (e)  Articles of Incorporation and Bylaws of MRM certified as of the 
               Closing Date by the President and Secretary of MRM;

          (f)  such other documents, instruments or certificates as shall be 
               reasonably requested by MSS or its counsel.
                                          

                                      4

<PAGE>

   3.5    FILINGS, COOPERATION.  
   
          (a)  Prior to the Closing, the parties shall proceed with due 
               diligence and in good faith to make such filings and take such 
               other actions as may be necessary to satisfy the conditions 
               precedent set forth in Section 11 below.
          
          (b)  On and after the Closing Date, MRM, MSS and the Shareholders set 
               forth in EXHIBIT A shall, on request and without further 
               consideration, cooperate with one another by furnishing or using 
               their best efforts to cause others to furnish any additional 
               information and/or executing and delivering or using their best 
               efforts to cause others to execute and deliver any additional 
               documents and/or instruments, and doing or using their best 
               efforts to cause others to do any and all such other things as 
               may be reasonably required by the parties or their counsel to 
               consummate or otherwise implement the transactions contemplated 
               by this Agreement.


                                     SECTION 4
                                          
                         REPRESENTATIONS AND WARRANTIES BY 
                           MSS AND CERTAIN SHAREHOLDERS
                                          
   4.1         SUBJECT TO THE SCHEDULES OF EXCEPTIONS ATTACHED HERETO AND 
INCORPORATED HEREIN BY THIS REFERENCE (WHICH SCHEDULES SHALL BE ACCEPTABLE TO 
MRM), MSS AND THOSE SHAREHOLDERS LISTED ON EXHIBIT A REPRESENT AND WARRANT TO 
MRM AS FOLLOWS:
   
          (a)  ORGANIZATION AND GOOD STANDING OF MSS.  MSS is a corporation duly
               organized, validly existing and in good standing under the laws 
               of the State of California, and has full corporate power and 
               authority to own or lease its properties and to carry on its 
               business as now being conducted and as proposed to be conducted. 
               The Articles of Incorporation of MSS and all Amendments thereto 
               as presently in effect, certified by the Secretary of State of 
               California, and the Bylaws of MSS as presently in effect, 
               certified by the President and Secretary of MSS, have been 
               delivered to MRM and are complete and correct, and since the 
               date of such delivery, there has been no amendment, modification 
               or other change thereto.
          
          (b)  CAPITALIZATION.  MSS' authorized capital stock is 1,000,000 
               shares of no par value common stock (defined herein as "MSS 
               Common Stock"), of which 50,000 shares are issued and outstanding
               prior to the Closing Date, and held of record by one (1) person, 
               who are currently residents of one of the following 
               jurisdictions: California.  All of such outstanding shares are 
               validly issued, fully paid and non-assessable.  All securities 


                                      5

<PAGE>

               issued by MSS as of the date of this Agreement have been issued 
               in compliance with all applicable state and federal laws.  Except
               as set forth in SCHEDULE 4.1(b), no other equity securities or 
               debt obligations of MSS are authorized, issued or outstanding.

          (c)  SUBSIDIARIES.  MSS has no subsidiaries and no other investments,
               directly or indirectly, or other financial interest in any other
               corporation or business organization, joint venture or 
               partnership of any kind whatsoever.

          (d)  FINANCIAL STATEMENTS.  MSS will deliver to MRM, prior to the 
               Closing, a copy of MSS' unaudited financial statements through 
               December 31, 1996 and April 30, 1997 (the "MSS Financial 
               Statements"), which will be true and complete.  The MSS Financial
               Statements will be signed by the President and Secretary of MSS 
               certifying that, to the best of their knowledge, such financial 
               statements are true and complete.  Other than changes in the 
               usual and ordinary conduct of the business, since April 30, 1997 
               there have been, and at the Closing Date there will be, no 
               material adverse changes in such financial statements.

          (e)  ABSENCE OF UNDISCLOSED LIABILITIES.  MSS has no liabilities 
               which are not adequately reflected or reserved against in the 
               MSS Financial Statements or otherwise reflected in this 
               Agreement, and MSS shall not have as of the Closing Date any 
               liabilities (secured or unsecured and whether accrued, absolute, 
               direct, indirect or otherwise) which were incurred after April 
               30, 1997, and would be, individually or in the aggregate, 
               materially adverse to the results of operations or financial 
               condition of MSS as of the Closing Date.

          (f)  LITIGATION.  Except as disclosed in SCHEDULE 4.1(f), there are 
               no outstanding orders, judgments, injunctions, awards or decrees 
               of any court, governmental or regulatory body, or arbitration 
               tribunal against MSS or its properties.  Except as disclosed in 
               SCHEDULE 4.1(f), there are no actions, suits or proceedings 
               pending, or, to the knowledge of MSS, threatened against or 
               affecting MSS, any of its officers or directors relating to their
               positions as such, or any of its properties, at law or in equity,
               or before or by any federal, state, municipal or other 
               governmental department, commission, board, bureau, agency or 
               instrumentality, foreign or domestic, in connection with the 
               business, operations or affairs of MSS, which might result in
               any material adverse change in the operations or financial 
               condition of MSS, or which might prevent or materially impede the
               consummation of the transactions under this Agreement.

          (g)  COMPLIANCE WITH LAWS.  To the best of its knowledge, the 
               operations and affairs of MSS do not violate any law, ordinance, 
               rule or regulation 


                                      6

<PAGE>

               currently in effect, or any order, writ, injunction or decree of 
               any court or governmental agency, the violation of which would 
               substantially and adversely affect the business, financial 
               condition or operations of MSS.

          (h)  ABSENCE OF CERTAIN CHANGES.  Except as set forth in SCHEDULE 
               4.1(h), or otherwise disclosed in writing to MRM, since April 30,
               1997: (i) MSS has not entered into any material transaction; (ii)
               there has been no change in the condition (financial or 
               otherwise), business, property, prospects, assets or liabilities 
               of MSS as shown in the MSS Financial Statements, other than 
               changes that both individually and in the aggregate do not have 
               a consequence that is materially adverse to such condition, 
               business, property, prospects, assets or liabilities; (iii) there
               has been no damage to, destruction of or loss of any of the 
               properties or assets of MSS (whether or not covered by insurance)
               materially and adversely affecting the condition (financial or
               otherwise), business, property, prospects, assets or liabilities 
               of MSS; (iv) MSS has not declared or paid any dividend, made 
               any distribution on its capital stock, redeemed, purchased or 
               otherwise acquired any of its capital stock, granted any options 
               to purchase shares of its stock, or issued any shares of its 
               capital stock; (v) there has been no material adverse change, 
               except in the ordinary course of business, in the contingent 
               obligations of MSS by way of guaranty, endorsement, indemnity, 
               warranty or otherwise; (vi) there have been no loans made by 
               MSS to its employees, officers or directors;  (vii) there has 
               been no waiver or compromise by MSS of a valuable right or of a 
               material debt owed to it; (viii) there has been no 
               extraordinary increase in the compensation of any of MSS' 
               employees; (ix) there has been no agreement of commitment by 
               MSS to do or perform any of the acts described in this Section 
               4.1(h); and (x) there has been no other event or conditions of 
               any character which might reasonably be expected either to 
               result in a material and adverse change in the condition 
               (financial or otherwise), business, property, prospects, assets 
               or liabilities of MSS, or to materially impair the ability of 
               MSS to conduct the business now being conducted.

          (i)  EMPLOYEES.  Except as disclosed in SCHEDULE 4.1(i), there are no
               collective bargaining, bonus, profit sharing, compensation or 
               other plans, agreements or arrangements between MSS and any of 
               its employees, officers or directors, and there are no 
               employment, consulting, severance or indemnification 
               arrangements, agreements or understandings between MSS (on the 
               one hand), and any current or former employees, officers or 
               directors (on the other hand).  MSS agrees to terminate in 
               writing all of its employees prior to the Closing and to pay 
               prior to the Closing all wages, commissions, vacation pay and 
               any other monies owed to each employee.  MSS also agrees to 
               terminate all insurance and benefit packages that have been
               made available to each 


                                      7

<PAGE>

               employee prior to the Closing.  The MSS Shareholders assume all 
               responsibility for any claims by or damages to any current or 
               former MSS employees and their families.  The MSS Shareholders 
               will indemnify and hold blameless MRM from any and all such 
               claims and damages that may result from litigation or otherwise
               from any current or former MSS employees or their families.

          (j)  ASSETS.  All of the assets reflected on the MSS Financial 
               Statements as of April 30, 1997 or acquired and held as of the 
               Closing Date will be owned by MSS on the Closing Date.  Except 
               as set forth in SCHEDULE 4.1(j), MSS owns outright and has good 
               and marketable title, or holds valid and enforceable leases, to 
               all of such assets.  None of MSS' equipment used by MSS in 
               connection with its business has any material defects, and all 
               such equipment is, in all material respects, in good operating 
               condition and repair, and is adequate for the uses to which it 
               is being put.  None of MSS' equipment is in need of maintenance 
               or repairs, except for ordinary, routine maintenance and repair.

          (k)  TAX MATTERS.  MSS represents that, except as set forth in 
               SCHEDULE 4.1(k), all federal, foreign, state and local tax 
               returns, reports and information statements required to be filed 
               by or with respect to the activities of MSS have been timely 
               filed.  Since April 30, 1997, MSS has not incurred any liability 
               with respect to any federal, foreign, state or local taxes 
               except in the ordinary and regular course of business.  Such 
               returns, reports and information statements are true and correct 
               in all material respects insofar as they relate to the activities
               of MSS.  On the date of this Agreement, MSS is not delinquent in 
               the payment of any such tax or assessment, and no deficiencies 
               for any amount of such tax have been proposed or assessed.  Any 
               tax sharing agreement among or between MSS and any affiliate 
               thereof shall be terminated as of the Closing Date.

          (l)  CONTRACTS.  Set forth on SCHEDULE 4.1(l) hereto is a true and 
               complete list of all material contracts, agreements or 
               commitments to which MSS is a party or is bound.  All such 
               material contracts, agreements and commitments are valid and 
               biding on MSS in accordance with their terms.

          (m)  INSURANCE.  Set forth on SCHEDULE 4.1(m) hereto is a list of 
               insurance policies currently maintained by MSS in full force and 
               effect which provide for coverages which are usual and customary 
               in its business as to amount and scope, and are adequate to 
               protect MSS against any reasonably foreseeable risk of loss.

          (n)  OPERATING AUTHORITIES.  To the best of its knowledge, MSS has all
               material operating authorities, governmental certificates, and
               licenses, 


                                      8

<PAGE>

               permits, authorizations and approvals (the "Permits" or, 
               individually, "Permit") required to conduct its business as 
               presently conducted.  Such Permits are set forth on SCHEDULE 
               4.1(n) Since MSS' inception (i) there has not been any notice or 
               adverse development regarding such Permits;  (ii) such Permits 
               are in full force and effect;  (iii) no material violations 
               are or have been recorded in respect of any Permit; and (iv) 
               no proceeding is pending or threatened to revoke or limit any 
               Permit.

          (o)  BOOKS AND RECORDS.   The books and records of MSS are complete 
               and correct, are maintained in accordance with good business 
               practice, and accurately reflect, in all material respects, 
               all of the transactions described therein, and there have been 
               no material transactions involving MSS which properly should 
               have been set forth therein and which have not been accurately 
               so set forth.

          (p)  AUTHORITY TO EXECUTE AGREEMENT.  The Board of Directors of 
               MSS, pursuant to the power and authority legally vested in it, 
               has duly authorized the execution and delivery by MSS of this 
               Agreement, and has duly authorized each of the transactions 
               hereby contemplated.  MSS has the power and authority to 
               execute and deliver this Agreement, to consummate the 
               transactions hereby contemplated, and to take all other 
               actions required to be taken by it pursuant to the provisions 
               hereof. MSS has taken all actions required by law, its 
               Articles of Incorporation, as amended, its Bylaws, as amended, 
               or otherwise, to authorize the execution and delivery of this 
               Agreement.  This Agreement is valid and binding upon MSS and 
               those MSS Shareholders listed in EXHIBIT A hereto in 
               accordance with its terms.  Neither the execution and delivery 
               of this Agreement, nor the consummation of the transactions 
               contemplated hereby, will constitute a violation or breach of 
               the Articles of Incorporation, as amended, or the Bylaws, as 
               amended, of MSS, or of any agreement, stipulation, order, 
               writ, injunction, decree, law, rule or regulation applicable 
               to MSS.

          (p)  FINDER'S FEES.  MSS is not, and on the Closing Date will not 
               be, liable or obligated to pay any finder's, agent's or 
               broker's fee arising out of or in connection with this 
               Agreement or the transactions contemplated by this Agreement.

   4.2    DISCLOSURE.  At the date of this Agreement, MSS and those MSS 
Shareholders listed in EXHIBIT A have, and at the Closing Date they will 
have, disclosed all events, conditions and facts materially affecting the 
business and prospects of MSS.  MSS and such Shareholders have not now, and 
will not have at the Closing Date, withheld knowledge of any such events, 
conditions or facts which they know, or have reasonable grounds to know, may 
materially affect MSS' business or prospects.  Neither this Agreement, nor 
any certificate, exhibit, schedule or other written document or statement, 
furnished to MRM by MSS and/or by such Shareholders in connection with 


                                      9

<PAGE>

the transactions contemplated by this Agreement, contains or will contain any 
untrue statement of a material fact, or omits or will omit to state a 
material fact necessary to be stated in order to make the statements 
contained herein or therein not misleading.
   


                                     SECTION 5
                                          
                        REPRESENTATIONS AND WARRANTIES BY MRM
                                          
   5.1    Subject to the schedules of exceptions, attached hereto and 
incorporated herein by this reference (which schedules shall be acceptable to 
MSS), MRM represents and warrants to MSS and those Shareholders listed in 
EXHIBIT A as follows:
   
          (a)  ORGANIZATION AND GOOD STANDING OF MRM.  MRM is a corporation 
               duly organized, validly existing and in good standing under 
               the laws of the State of Nevada, and has full corporate power 
               and authority to own or lease its properties and to carry on 
               its business as now being conducted and as proposed to be 
               conducted.  MRM is qualified to conduct business as a foreign 
               corporation in no other jurisdiction, and the failure to so 
               qualify in any other jurisdiction does not materially 
               adversely affect the ability of MRM to carry on its business 
               as most recently conducted.  The Articles of Incorporation of 
               MRM, and all amendments thereto, as presently in effect, 
               certified by the Secretary of State of Nevada, and the Bylaws 
               of MRM as presently in effect, certified by the President and 
               Secretary of MRM, have been delivered to MSS and are complete 
               and correct, and since the date of such delivery, there has 
               been no amendment, modification or other change thereto. 

          (b)  CAPITALIZATION.  MRM's authorized capital stock consists of 
               100,000,000 shares of $.001 par value common stock (defined 
               herein as "MRM Common Stock"), approximately 7,200,000 shares 
               of which will be issued and outstanding prior to the Closing 
               Date.  All authorized and/or outstanding options and warrants 
               are set forth on SCHEDULE 5.1(b).  Except as set forth on 
               SCHEDULE 5.1(b), no other equity securities or debt 
               obligations of MRM are authorized, issued or outstanding, and 
               as of the Closing Date, there will be no other outstanding 
               options, warrants, agreements, contracts, calls, commitments 
               or demands of any character, preemptive or otherwise, other 
               than this Agreement, relating to any of the MRM Common Stock, 
               and there will be no outstanding security of any kind 
               convertible into MRM Common Stock.  The shares of MRM Common 
               Stock are free and clear of all liens, charges, claims, 
               pledges, restrictions and encumbrances whatsoever of any kind 
               or nature that would inhibit, prevent or otherwise interfere 
               with the transactions contemplated hereby.  All of the 
               outstanding shares of MRM Common Stock are validly issued, 
               fully paid and non-assessable, and there are no 

 
                                      10


<PAGE>

               voting trust agreements or other contracts, agreements, or 
               arrangements restricting or affecting voting or dividend rights 
               or transferability with respect to the outstanding shares of MRM 
               Common Stock.

          (c)  ISSUANCE OF EXCHANGE STOCK.  All of the MRM Common Stock to be 
               issued to or transferred to MSS Shareholders pursuant to this 
               Agreement, when issued, transferred and delivered as provided 
               herein, will be duly authorized, validly issued, fully paid 
               and non-assessable, and will be free and clear of all liens, 
               charges, claims, pledges, restrictions and encumbrances 
               whatsoever of any kind or nature, except those restrictions 
               imposed by state or federal corporate and securities 
               regulations.

          (d)  APPROVAL OF THE TRANSACTION.  MRM will use its best efforts to 
               forthwith obtain any approval of the transactions set forth in 
               this Agreement relating to its outstanding shares if required 
               by the General Corporation Law of California.

          (e)  VIOLATIONS, CONFLICTS.  Neither the execution and delivery of 
               this Agreement nor the consummation of the transactions 
               contemplated hereby, nor compliance by MRM with any of the 
               provisions hereof will: (i) violate or conflict with, or 
               result in a breach of any provisions of, or constitute a 
               default (or an event which, with notice or lapse of time or 
               both, would constitute a default) under, any of the terms, 
               conditions or provisions of the Articles of Incorporation or 
               Bylaws of MRM, or any note, bond, mortgage, indenture, deed of 
               trust, license, agreement or other instrument to which MRM is 
               a party, or by which it or its properties or assets may be 
               bound or affected; or (ii) violate any order, writ, 
               injunction, decree, statute, rule, permit or regulations 
               applicable to MRM or to any of its properties or assets.

          (f)  FINANCIAL STATEMENTS.  MRM will deliver to MSS, prior to the 
               Closing, a copy of MRM's audited financial statements through 
               October 31, 1996 (the "MRM Financial Statements"), which will 
               be true and complete, and which have been prepared in 
               accordance with generally accepted accounting principles. 
               Other than changes in the usual and ordinary conduct of the 
               business, since October 31, 1996 there have been, and at the 
               Closing Date there will be, no material adverse changes in 
               such financial statements.

          (g)  ABSENCE OF UNDISCLOSED LIABILITIES.  MRM has no liabilities 
               which are not adequately reflected or reserved against in the 
               MRM Financial Statements or otherwise reflected in this 
               Agreement, and MRM shall not have as of the Closing Date any 
               liabilities (secured or unsecured and whether accrued, 
               absolute, direct, indirect or otherwise) which were incurred 
               after October 31, 1996, and would be, individually or in the


                                      11

<PAGE>
 
               aggregate, materially adverse to the results of operations or 
               financial condition of MRM as of the Closing Date.

          (h)  LITIGATION.  There are no outstanding orders, judgments, 
               injunctions, awards or decrees of any court, governmental or 
               regulatory body, or arbitration tribunal against MRM or its 
               properties.  There are no actions, suits or proceedings 
               pending, or, to the knowledge of MSS, threatened against or 
               affecting MRM, any of its officers or directors relating to 
               their positions as such, or any of its properties, at law or 
               in equity, or before or by any federal, state, municipal or 
               other governmental department, commission, board, bureau, 
               agency or instrumentality, foreign or domestic, in connection 
               with the business, operations or affairs of MRM which might 
               result in any material adverse change in the operations or 
               financial condition of MRM, or which might prevent or 
               materially impede the consummation of the transactions under 
               this Agreement.

          (i)  COMPLIANCE WITH LAWS.  To the best of its knowledge, the 
               operations and affairs of MRM do not violate any law, 
               ordinance, rule or regulation currently in effect, or any 
               order, writ, injunction or decree of any court or governmental 
               agency, the violation of which would substantially and 
               adversely affect the business, financial condition or 
               operations of MRM.

          (j)  TAX MATTERS.  MRM represents that, except as set forth in 
               SCHEDULE 5.1(j), all federal, foreign, state and local tax 
               returns, reports and information statements required to be 
               filed by or with respect to the activities of MRM have been 
               timely filed.  Since October 31, 1996, MRM has not incurred 
               any liability with respect to any federal, foreign, state or 
               local taxes except in the ordinary and regular course of 
               business.  Such returns, reports and information statements 
               are true and correct in all material respects insofar as they 
               relate to the activities of MRM.  On the date of this 
               Agreement, MRM is not delinquent in the payment of any such 
               tax or assessment, and no deficiencies for any amount of such 
               tax have been proposed or assessed.  Any tax sharing agreement 
               among or between MRM and any affiliate thereof shall be 
               terminated as of the Closing Date.

          (k)  BOOKS AND RECORDS.   The books and records of MRM are complete 
               and correct, are maintained in accordance with good business 
               practice, and accurately reflect, in all material respects, 
               all of the transactions described therein, and there have been 
               no material transactions involving MRM which properly should 
               have been set forth therein and which have not been accurately 
               so set forth.

          (l)  AUTHORITY TO EXECUTE AGREEMENT.  The Board of Directors of 
               MRM, pursuant to the power and authority legally vested in it, 
               has duly authorized the execution and delivery by MRM of this 
               Agreement and 


                                      12

<PAGE>

               the Exchange Stock, and has duly authorized each of the 
               transactions hereby contemplated.  MRM has the power and 
               authority to execute and deliver this Agreement, to consummate 
               the transactions hereby contemplated, and to take all other 
               actions required to be taken by it pursuant to the provisions 
               hereof.  MRM has taken all actions required by law, its 
               Articles of Incorporation, as amended, it Bylaws, as amended, 
               or otherwise, to authorize the execution and delivery of this 
               Agreement and the Exchange Stock, pursuant to the provisions 
               hereof. This Agreement is valid and binding upon MSS in 
               accordance with its terms.  Neither the execution and delivery 
               of this Agreement, nor the consummation of the transactions 
               contemplated hereby, will constitute a violation or breach of 
               the Articles of Incorporation, as amended, or the Bylaws, as 
               amended, of MRM, or of any agreement, stipulation, order, 
               writ, injunction, decree, law, rule or regulation applicable 
               to MRM.

          (m)  FINDER'S FEES.  MRM is not, and on the Closing Date will not 
               be, liable or obligated to pay any finder's, agent's or 
               broker's fee arising out of or in connection with this 
               Agreement or the transactions contemplated by this Agreement.

   5.2    DISCLOSURE.  At the date of this Agreement, MRM has, and at the 
Closing Date it will have, disclosed all events, conditions and facts 
materially affecting the business and prospects of MRM.  MRM has not now, and 
will not have at the Closing Date, withheld knowledge of any such events, 
conditions or facts which it knows, or has reasonable grounds to know, may 
materially affect MRM's business or prospects.  Neither this Agreement, nor 
any certificate, exhibit, schedule or other written document or statement, 
furnished to MSS or the MSS Shareholders by MRM in connection with the 
transactions contemplated by this Agreement, contains or will contain any 
untrue statement of a material fact, or omits or will omit to state a 
material fact necessary to be stated in order to make the statements 
contained herein or therein not misleading.

                                     SECTION 6
                                          
                               ACCESS AND INFORMATION
                                          
   6.1    AS TO MSS.  Subject to the protections provided by subsection 9.4 
herein, MSS shall give to MRM and to MRM's counsel, accountants and other 
representatives full access during normal business hours throughout the 
period prior to the Closing to all of MSS' properties, books, contracts, 
commitments and records, including information concerning products and 
customer base, and patents held by, or assigned to, MSS, and shall furnish to 
MRM during such period all such information concerning MSS' affairs as MRM 
may reasonably request.

   6.2    AS TO MRM.  Subject to the protections provided by subsection 9.4 
herein, MRM shall give to MSS, the MSS Shareholders and to MSS' counsel, 
accountants and other representatives full access during normal business 
hours throughout the period prior 


                                      13

<PAGE>

to the Closing to all of MRM's properties, books, contracts, commitments and 
records, and shall furnish to MSS and the MSS Shareholders during such period 
all such information concerning MRM's affairs as MSS and the MSS Shareholders 
may reasonably request.

                                     SECTION 7
                                          
                       COVENANTS OF MSS AND MSS SHAREHOLDERS
                                          
   7.1    NO SOLICITATION.  MSS and the MSS Shareholders listed on EXHIBIT A, 
to the extent within each Shareholder's control, will use their best efforts 
to cause MSS' offic  ers, employees, agents and representatives not, directly 
or indirectly , to solicit, encourage, or initiate any discussions with, or 
negotiate or otherwise deal with, or provide any information to, any person 
or entity other than MRM and its officers, employees and agents, concerning 
any merger, sale of substantial assets, or similar transaction involving MSS, 
or any sale of an  y of its capital stock or of the capital stock held by 
such Shareholders in excess of 10% of such Shareholder's current stock 
holdings, except as   otherwise disclosed in this Agreement.  MSS will notify 
MRM immediately upon receipt of an inquiry, offer, or proposal relating to 
any of the foregoing.  None of the foregoing shall prohibit providing 
information to others in a manner in keeping with the ordinary conduct of 
MSS' business, or providing information to government authorities.
                                           
   7.2    CONDUCT OF BUSINESS PENDING THE TRANSACTION.  MSS and the MSS 
Shareholders listed on EXHIBIT A, to the extent within each Shareholder's 
control, covenant and agree with MRM that, prior to the consummation of the 
transaction called for by this Ag reement, and the Closing, or the 
termination of this Agreement pursuant to its terms, unless MRM shall 
otherwise consent in writing, and except as otherwise contemplated by this 
Agreement, they will each comply with all of the following:
                                           
          (a)  MSS' business shall be conducted only in the ordinary and 
               usual course. MSS shall use reasonable efforts to keep intact 
               its business organization and good will, keep available the 
               services of its respective officers and employees, and 
               maintain good relations with suppliers, creditors, employees, 
               customers and others having business or financial 
               relationships with MSS, and MSS shall immediately notify MRM 
               of any event or occurrence which is material to, and not in 
               the ordinary and usual course of, the business of MSS.
                                               
          (b)  MSS shall not (i) amend its Articles of Incorporation or 
               Bylaws, or (ii) split, combine, or reclassify any of its 
               outstanding securities, or (iii) declare, set aside, or pay 
               any dividend or other distribution on, or make or agree or 
               commit to make any exchange for or redemption of any such 
               securities payable in cash, stock or property.


                                      14

<PAGE>

          (c)  MSS shall not (i) issue or agree to issue any additional 
               shares of, or rights of any kind to acquire any shares of, its 
               capital stock of any class, or (ii) enter into any contract, 
               agreement, commitment, or arrangement with respect to any of 
               the foregoing, except as set forth in this Agreement.
                                          
          (d)  MSS shall not create, incur, or assume any long-term or 
               short-term indebtedness for money borrowed, or make any 
               capital expenditures or commitment for capital expenditures, 
               except in the ordinary course of business and consistent with 
               past practice.
                                          
          (e)  MSS shall not (i) adopt, enter into, or amend any bonus, 
               profit sharing, compensation, stock option, warrant, pension, 
               retirement, deferred compensation, employment, severance, 
               termination or other employee benefit plan, agreement, trust 
               fund, or arrangement for the benefit or welfare of any 
               officer, director or employee, or (ii) agree to any material 
               (in relation to historical compensation) increase in the 
               compensation payable or to become payable to, or any increase 
               in the contractual term of employment of, any officer, 
               director or employee, except, with respect to employees who 
               are not officers or directors, in the ordinary course of 
               business in accordance with past practices, or with the 
               written approval of MRM.
                                          
          (f)  MSS shall not sell, lease, mortgage, encumber or otherwise 
               dispose of, or grant an interest in, any of its assets or 
               properties, except for: (i) sales, encumbrances and other 
               dispositions or grants in the ordinary course of business and 
               consistent with past practice; (ii) liens for taxes not yet 
               due; (iii) liens or encumbrances that are not material in 
               amount or effect and that do not impair the use of the 
               property; or (iv) as specifically provided for or permitted in 
               this Agreement.
                                          
          (g)  Neither MSS nor any of its subsidiaries shall enter into any 
               agreement, commitment, or understanding, whether in writing or 
               otherwise, with respect to any of the matters referred to in 
               subparagraphs (a) through (f) above.
                                          
          (h)  MSS will continue to properly and promptly file when due all 
               federal, state, local, foreign and other tax returns, reports 
               and declarations required to be filed by it, and will pay, or 
               make full and adequate provision for the payment of, all taxes 
               and governmental charges due from or payable by MSS.
                                          
          (i)  MSS will comply with all laws and regulations applicable to it 
               and to its operations.


                                      15

<PAGE>
                                          
          (j)  MSS will maintain in full force and effect insurance coverage 
               of a type and in such amounts as are customary in its 
               business, but not less than that set forth in SCHEDULE 4.1(m).
                                          
                                     SECTION 8
                                          
                                  COVENANTS OF MRM
                                          
   8.1    No Solicitation.  MRM will not discuss or negotiate with any other 
corporation, firm or other person or entertain or consider any inquiries or 
proposals relating to the possible disposition of its shares of capital 
stock, or its assets, and will conduct business only in the ordinary course. 
Notwithstanding the foregoing, MRM shall be free to engage in activities 
mentioned in the preceding sentence which are designed to further the mutual 
interests of the parties to this Agreement.
   
   8.2    Conduct of MRM Pending Closing.  MRM covenants and agrees with MSS 
that, prior to the consummation of the transactions called for by this 
Agreement, and the Closing, or the termination of this Agreement pursuant to 
its terms, unless MSS shall otherwise consent in writing, and except as 
otherwise contemplated by this Agreement, MRM will comply with all of the 
following:
   
          (a)  No change will be made in MRM's Articles of Incorporation or 
               Bylaws, or in MRM's authorized or issued shares of capital 
               stock, except as may be first approved in writing by MSS. 
          
          (b)  No dividends shall be declared, no stock options granted and 
               no employment agreements shall be entered into with officers 
               or directors of MRM, except as may be first approved in 
               writing by MSS.
     
     
                                     SECTION 9
                                          
                        ADDITIONAL COVENANTS OF THE PARTIES
                                          
   9.1    COOPERATION.  Both MSS and MRM will cooperate with each other and 
with their respective counsel, accountants and agents in carrying out the 
transaction contemplated by this Agreement, and in delivering all documents 
and instruments deemed reasonably necessary or useful by the other party.
   
   9.2    EXPENSES.  Each of the parties hereto shall pay all of its 
respective costs and expenses (including attorneys' and accountants' fees, 
costs and expenses) incurred in connection with this Agreement and the 
consummation of the transactions contemplated herein.
   
   9.3    PUBLICITY.  Prior to the Closing, any written news releases or 
public disclosure by either party pertaining to this Agreement shall be 
submitted to the other 


                                      16

<PAGE>

party for its review and approval prior to such release or disclosure, 
provided, however, that (a) such approval shall not be unreasonably withheld, 
and (b) such review and approval shall not be required of disclosures 
required to comply, in the judgment of counsel, with federal or state 
securities or corporate laws or policies.
   
   9.4    CONFIDENTIALITY.  While each party is obligated to provide access 
to and furnish information in accordance with Sections 4 and 5 herein, it is 
understood and agreed that such disclosure and information subsequently 
obtained as a result of such disclosures are proprietary and confidential in 
nature. Each party agrees to hold such information in confidence and not to 
reveal any such information to any person who is not a party to this 
Agreement, or an officer, director or key employee of MRM or MSS, and not to 
use the information obtained for any purpose other than assisting in its due 
diligence inquiry precedent to the Closing.  Upon request of any party 
hereto, a confidentiality agreement, acceptable to the disclosing party, will 
be executed by any person selected to receive such proprietary information, 
prior to receipt of such information.
     
                                     SECTION 10
                                          
                            SURVIVAL OF REPRESENTATIONS,
                              WARRANTIES AND COVENANTS
                                          
   10.1   The representations, warranties and covenants of MSS, and of those 
Shareholders listed on EXHIBIT A contained herein, shall survive the 
execution and delivery of this Agreement, the Closing and the consummation of 
the transactions called for by this Agreement.  The representations, 
warranties and covenants of MRM contained herein shall survive the execution 
and delivery of this Agreement, the Closing and the consummation of the 
transactions called for by this Agreement.
   
                                     SECTION 11
                                          
                CONDITIONS PRECENDENT TO OBLIGATIONS OF THE PARTIES
                                          
   11.1   The obligations of MRM, MSS and the MSS Shareholders listed on 
EXHIBIT A under this Agreement shall be subject to the fulfillment, on or 
prior to the Closing, of all conditions elsewhere herein set forth, 
including, but not limited to, receipt by the appropriate party of all 
deliveries required by Sections 4 and 5 herein, and the fulfillment, prior to 
Closing, of each of the following conditions:
   
          (a)  All representations and warranties made in this Agreement by 
               MRM, MSS and the MSS Shareholders listed on EXHIBIT A shall be 
               true and correct in all material respects on and as of the 
               Closing Date with the same effect as if such representations 
               and warranties had been made on and as of the Closing Date.


                                      17

<PAGE>

          (b)  MRM, MSS and the MSS Shareholders listed on EXHIBIT A shall 
               have performed or complied with all covenants, agreements and 
               conditions contained in this Agreement on their part required 
               to be performed or complied with at or prior to the Closing.

          (c)  All material authorizations, consents or approvals of any and 
               all governmental regulatory authorities necessary in 
               connection with the consummation of the transactions 
               contemplated by this Agreement shall have been obtained and be 
               in full force and effect.

          (d)  The Closing shall not violate any permit or order, decree or 
               judgment of any court or governmental body having competent 
               jurisdiction, and there shall not have been instituted any 
               legal or administrative action or proceeding to enjoin the 
               transaction contemplated hereby or seeking damages from any 
               party with respect thereto.

          (e)  Each MSS Shareholder acquiring Exchange Stock will be 
               required, at the Closing, to submit an agreement confirming 
               that all of the Exchange Stock received will be acquired for 
               investment and not with a view to, or for sale in connection 
               with, any distribution thereof, and agreeing not to transfer 
               any of the Exchange Stock for a period of one year from the 
               date of the Closing, except to those persons approved by legal 
               counsel to MRM as falling within the exemption from 
               registration under the Securities Act of 1933 and any 
               applicable state securities laws, which transfers do not 
               constitute a public distribution of securities, and in which 
               the transferees execute an investment letter in forma and 
               substance satisfactory to counsel for MRM.  Each MSS 
               Shareholder acquiring Exchange Stock will be required to 
               transfer to MRM at the Closing his or her respective MSS 
               Shares, free and clear of all liens, mortgages, pledges, 
               encumbrances or charges, whether disclosed or undisclosed.

          (f)  All schedules prepared by MSS shall be current or updated as 
               necessary as of the Closing Date.

          (g)  Each party shall have received favorable opinions from the 
               other party's counsel on such matters in connection with the 
               transactions contemplated by this Agreement as are reasonable.

          (h)  Each party shall have satisfied itself that since the date of 
               this Agreement the business of the other party has been 
               conducted in the ordinary course.  In addition, each party 
               shall have satisfied itself that no withdrawals of cash or 
               other assets have been made and no indebtedness has been 
               incurred since the date of this Agreement, except in the 
               ordinary course of business or with respect to services 
               rendered or expenses incurred in connection with the Closing 
               of this Agreement, 


                                      18

<PAGE>

               unless said withdrawals or indebtedness were either authorized 
               by the terms of this Agreement or subsequently consented to in 
               writing by the parties hereto.

          (i)  Each party covenants that, to the best of its knowledge, it 
               has complied in all material respects with all applicable 
               laws, orders and regulations of federal, state, municipal 
               and/or other governments and/or any instrumentality thereof, 
               foreign or domestic, applicable to their assets, to the 
               business conducted by them and to the transactions 
               contemplated by this Agreement.

          (j)  MRM shall have provided to MSS audited financial statements of 
               MRM as of October 31, 1996 and for the year then ended, 
               prepared in accordance with generally accepted accounting 
               principles.

          (k)  MSS shall have provided to MRM unaudited financial statements 
               of MSS as of December 31, 1996 and for the year then ended and 
               as of April 30, 1997 and for the four months then ended, 
               prepared in accordance with generally accepted accounting 
               principles.

          (l)  Each party hereto shall have granted to the other party 
               (acting through its management personnel, counsel, accountants 
               or other representatives designated by it) full opportunity to 
               examine its books and records, properties, plant and 
               equipment, proprietary rights and other instruments, rights 
               and papers of all kinds in accordance with Sections 4 and 5 
               hereof, and each party shall be satisfied to proceed with the 
               transactions contemplated by this Agreement upon completion of 
               such examination and investigation.

          (m)  If MSS Shareholders who in the aggregate own more than five 
               percent (5%) of the MSS Shares dissent from the proposed 
               Exchange Transaction, or are unable or for any reason refuse 
               to transfer any of all of their MSS Shares to MRM in 
               accordance with Section 1 of this Agreement, then MRM, at its 
               sole option, may terminate this Agreement.

          (n)  Each party shall have satisfied itself that all transactions 
               contemplated by this Agreement, including those contemplated 
               by the exhibits and schedules attached hereto, shall be legal 
               and binding under applicable statutory and case law of the 
               State of California, including, but not limited to, California 
               securities laws and all other applicable state securities laws.

          (o)  MRM and MSS shall agree to indemnify each other against any 
               liability to any broker or finder to which that party may 
               become obligated.


                                      19

<PAGE>

          (p)  The Exchange Transaction shall be approved by the Boards of 
               Directors of both MSS and MRM.  Furthermore, the Exchange 
               Transaction shall be approved by the shareholders of MSS and 
               MRM, if deemed necessary of appropriate by counsel for the 
               same, within forty-five (45) days following execution of this 
               Agreement.  If such a shareholder meeting is deemed necessary, 
               the management of MSS and MRM agree to recommend approval of 
               the Exchange Transaction to their respective shareholders and 
               to solicit proxies in support of the same.

          (q)  MRM and MSS and their respective legal counsel shall have 
               received copies of all certificates, opinions and other 
               documents and instruments as each party or its legal counsel 
               may reasonably request pursuant to this Agreement or otherwise 
               in connection with the consummation of the transactions 
               contemplated hereby, and all such certificates, opinions and 
               other documents and instruments received by each party shall 
               be reasonably satisfactory, in form and substance, to each 
               party and to its legal counsel.

          (r)  Both MSS and MRM shall have the right to waive any or all of 
               the conditions precedent to its obligations hereunder not 
               otherwise legally required; provided, however, that no waiver 
               by a party of any conditions precedent to its obligations 
               hereunder shall constitute a waiver by such party of any other 
               condition.
     
                                     SECTION 12
                                          
                           TERMINATION, AMENDMENT, WAIVER
                                          
   12.1   This Agreement may be terminated at any time prior to the Closing, 
and the contemplated transactions abandoned, without liability to either 
party hereto, except with respect to the obligations of MRM, MSS and the MSS 
Shareholders under Section 9.4 hereof:
   
          (a)  By mutual agreement of MRM and MSS.

          (b)  If the Closing (as defined in Section 3) shall not have taken 
               place on or prior to August 30, 1997, this Agreement can be 
               terminated upon written notice given by MRM or MSS, provided 
               that such party giving notice is not in material default.

          (c)  By MRM, if in its reasonable belief there has been a material 
               misrepresentation or breach of warranty on the part of any 
               Shareholder in the representations and warranties set forth in 
               the Agreement.

          (d)  By MSS or by a majority (as measured by their equity interest) 
               of those MSS Shareholders listed on EXHIBIT A if, in the 
               reasonable belief of

 
                                      20

<PAGE>

               MSS or of any such Shareholders, there has been a material 
               misrepresentation or breach or warranty on the part of MRM in 
               the representations and warranties set forth in this Agreement.

          (e)  By MRM if, in its opinion or that of its counsel, the Exchange 
               does not qualify for exemption from registration under 
               applicable federal or state securities laws, or qualification, 
               if obtainable, cannot be accomplished (in MRM's opinion or 
               that of its counsel) without unreasonable expense or effort.

          (f)  By MRM if, in its opinion or that of its counsel, the Exchange 
               cannot be consummated under California or other relevant state 
               corporate law or, if consummation is possible, that it cannot 
               be accomplished (in MRM's opinion or that of its counsel) 
               without unreasonable expense or effort.

         (g)   By MRM or by a majority (as measured by their equity interest) 
               of the MSS Shareholders listed on EXHIBIT A if either party shall
               determine in its sole discretion that the Exchange has become 
               inadvisable or impracticable by reason of the institution or 
               threat by state, local or federal governmental authorities, or by
               any other person, of material litigation or proceedings against 
               any party [it being understood and agreed that a written request 
               by a governmental authority for information with respect to the 
               Exchange Transaction, which information could be used in 
               connection with such litigation or proceedings, may be deemed to 
               be a threat of material litigation or proceedings regardless of 
               whether such request is received before or after the signing of 
               this Agreement].

          (h)  By MRM if the business or assets or financial condition of 
               MSS, taken as a whole, have been materially and adversely 
               affected, whether by the institution of litigation or be 
               reason of changes or developments, or in operations in the 
               ordinary course of business, or otherwise; or, by a majority 
               (as measured by their equity interest) of those MSS 
               Shareholders listed on EXHIBIT A if the business or assets or 
               financial condition of MRM, taken as a whole, have been 
               materially and adversely affected, whether by the institution 
               of litigation or by reason of changes or developments, or in 
               operations in the ordinary course of business, or otherwise.

          (i)  By MRM if holders of more than five percent (5%) of the MSS 
               Shares fail to tender their Shares at the Closing of the 
               Exchange Transaction.

          (j)  By MRM if, in its sole discretion, it appears that the 
               combined entity will not be auditable.


                                      21

<PAGE>

          (k)  By MSS if MRM fails to perform material conditions as set 
               forth in Section 11 herein.

          (l)  By MSS if examination of MRM's books and records pursuant to 
               Section 5 herein uncovers a material deficiency.

          (m)  By MRM if MSS fails to perform material conditions as set 
               forth in Section 11 herein.

          (n)  By MRM if examination of MSS' books and records pursuant to 
               Section 4 herein uncovers a material deficiency.

                                     SECTION 13
                                          
                                   MISCELLANEOUS
                                          
   13.1   ENTIRE AGREEMENT.  This Agreement (including the exhibits and 
schedules attached hereto) contains the entire agreement between the parties 
hereto with respect to the transactions contemplated hereby, and supersedes 
all negotiations, representations, warranties, commitments, offers, 
contracts, and writings prior to the date hereof.  No waiver and no 
modification or amendment of any provision of this Agreement shall be 
effective unless specifically made in writing and duly signed by the parties 
to be bound thereby.
   
   13.2   BINDING AGREEMENT.
     
          (a)  This Agreement shall become binding upon the parties hereto 
               when, but only when, it shall have been signed on behalf of 
               all parties hereto.

          (b)  Subject to the condition stated in subsection (a) of this 
               Section 13.2, this Agreement shall be binding upon, and inure 
               to the benefit of, the respective parties hereto and their 
               legal representatives, successors and assigns.  This 
               Agreement, in all of its particulars, shall be enforceable by 
               the means set forth in subsection 13.9 for the recovery of 
               damages or by way of specific performance, and the terms and 
               conditions of this Agreement shall remain in full force and 
               effect subsequent to the Closing and shall not be deemed to be 
               merged into any documents conveyed and delivered at the time 
               of Closing.

          (c)  In the event that subsection 13.9 hereof is found to be 
               unenforceable as to any party for any reason, or is not 
               invoked by any party, and any person is required to initiate 
               any action at law or in equity for the enforcement of this 
               Agreement, the prevailing party in such litigation shall be 
               entitled to recover from the party determined to be in default 
               all of its reasonable costs incurred in said litigation, 
               including attorneys' fees.


                                      22

<PAGE>

   13.3   SHAREHOLDERS OWNING AT LEAST 5% OF MSS STOCK.  The MSS Shareholders 
owning at least five percent (5%) of the issued and outstanding common stock 
of MSS (see EXHIBIT A hereto) are executing this Agreement only with respect 
to sections 3.4, 4, 7, 9.4, 10, 11, 12.1 (d and g), 13.2, 13.3, 13.4, 13.8 
and 13.9.

   13.4   COUNTERPARTS.  This Agreement may be executed in one or more 
counterparts, each of which may be deemed an original, but all of which 
together shall constitute one and the same instrument.
   
   13.5   SEVERABILITY.  If any provision(s) hereof shall be held invalid or 
unenforceable by any court of competent jurisdiction or as a result of future 
legislative action, such holding or action shall be strictly construed and 
shall not affect the validity or effect of any other provision hereof.
   
   13.6   ASSIGNABILITY.  This Agreement shall be binding upon and inure to 
the benefit of the successors and assigns of the parties hereto; provided, 
however, that neither this Agreement nor any right hereunder shall be 
assignable by MSS or MRM without prior written consent of the other party 
hereto.
   
   13.7   CAPTIONS.  The captions of the various sections of this Agreement 
have been inserted only for convenience of reference, and shall not be deemed 
to modify, explain, enlarge or restrict any of the provisions of this 
Agreement.
   
   13.8   GOVERNING LAW.  The validity, interpretation and effect of this 
Agreement shall be governed exclusively by the laws of the State of 
California.
   
   13.9   DISPUTE RESOLUTION.  In the event of a dispute between the parties 
hereto involving a claim of breach of representation or warranty hereunder, 
or to enforce a covenant herein (either or both of which are referred to 
hereafter as a "Claim"), if it is the desire of any party for quick 
resolution, the rights and obligations of the parties hereto arising under 
the terms of this Agreement with respect to such Claims and/or resolutions of 
such disputes will be by the means of the judgment of an independent third 
party ("Rent-a-Judge") who has been selected and hired through the mutual 
agreement of the parties hereto.  The utilization of this subsection 13.9, if 
invoked by any party hereto, shall be the exclusive remedy for resolving a 
Claim regardless of whether legal action has or has not been otherwise 
instituted.  If legal action has been instituted by any party, and this 
subsection 13.9 is invoked in a timely manner, any such legal action shall be 
void ab initio and immediately withdrawn.

          (a)  In the event of a Claim by any party, any party may make a 
               written request upon the other parties for a Rent-a-Judge.  A 
               request by any party for the employment of a Rent-a-Judge to 
               resolve the Claim shall be binding on all other parties to 
               this Agreement in accordance with the terms hereof.


                                      23

<PAGE>

          (b)  The parties may agree upon one Rent-a-Judge, but in the event 
               that they cannot so agree, there shall be three Rent-a-Judges 
               selected, one named in writing by each of the parties hereto 
               (MRM and MSS) within twenty (20) days after the initial demand 
               for employment of a Rent-a-Judge, and a third chosen by the 
               two so appointed.  Should either party refuse or neglect to 
               join in the appointment of the Rent-a-Judge, or to furnish the 
               Rent-a-Judge(s) with any papers or information demanded, the 
               Rent-a-Judge(s) are empowered by all parties to this Agreement 
               to proceed ex parte.

          (c)  Claim resolution proceedings shall take place in the City or 
               County of Los Angeles, State of California, and the hearing 
               before the Rent-a-Judge(s) of the matter to be arbitrated 
               shall be at the time and place within said city or county as 
               is selected by the Rent-a-Judge(s).  The Rent-a-Judge(s) shall 
               select such time and place promptly after appointment and 
               shall give written notice thereof to each party at least 
               thirty (30) days prior to the date so fixed.  At the hearing, 
               any relevant evidence may be presented by either party, and 
               the formal rules of evidence applicable to judicial 
               proceedings shall not govern. Evidence may be admitted or 
               excluded in the sole discretion of the Rent-a-Judge(s).  Said 
               Rent-a-Judge(s) shall hear and determine the matter and shall 
               execute and acknowledge their award in writing, and cause a 
               copy thereof to be delivered to each of the parties.

          (d)  If there is only one Rent-a-Judge, his or her decision shall 
               be binding and conclusive on the parties.  If there are three 
               (3) Rent-a-Judges, the decision of any two (2) shall be 
               binding and conclusive on the parties.

          (e)  If three Rent-a-Judges are selected under the foregoing 
               procedure, but two (2) of the three (3) fail to reach an 
               agreement in the determination of the matter in question, the 
               matter shall be decided by three (3) new Rent-a-Judges who 
               shall be appointed and shall proceed in the same manner as set 
               forth in this section, and the process shall be repeated until 
               a decision is finally reached by two (2) of the three (3) 
               Rent-a-Judges selected.

          (f)  The costs of such Claim resolution shall be borne by the 
               parties equally and each party shall pay its own attorneys' 
               fees, provided, however, that in the event either party 
               challenges or in any way seeks to have the decision or award 
               of the Rent-a-Judge(s) vacated, corrected or modified, if the 
               challenge is denied or the original decision or award is 
               affirmed, the challenging party shall pay the costs and fees, 
               including reasonable attorneys' fees, of the non-challenging 
               party, both for the challenge and for the original Claim 
               resolution process.


                                      24

<PAGE>

   13.10  NOTICES.  All notices, requests, demands and other communications 
under this Agreement shall be in writing and delivered in person or sent by 
certified mail, postage prepaid and properly addressed as follows:

   TO MSS:
   
   Jerry W. McFarland, President
   Med Surg Specialties, Inc.
   2903 Saturn Street, Suite E
   Brea, California  92621
   
   WITH A COPY TO:
   
   Bandy & Bandy
   Thomas E. Bandy
   20709 Golden Springs Drive, Suite 101
   Diamond Bar, CA 91789-3847
     
   TO MRM:
   
   Allen H. Bonnifield, President
   Medical Resources Management, Inc.
   932 Grand Central Avenue
   Glendale, California  91201
   
   WITH A COPY TO:
   
   William B. Barnett, Esq.
   Transworld Bank Plaza
   15233 Ventura Blvd., Suite 1110
   Sherman Oaks, California  91403
   
        Any party may from time to time change its address for the purpose of
notices to that party by a similar notice specifying a new address, but no such
change shall be deemed to have been given until it is actually received by the
other party hereto.
        
        All notices and other communications required or permitted under this
Agreement which are addressed as provided in this section 13.10, if delivered
personally, shall be effective upon delivery; and, if delivered by mail, shall
be effective three (3) days following deposit in the United States mail, postage
prepaid.
 

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<PAGE>

        IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.
        
MEDICAL RESOURCES MANAGEMENT, INC.
a Nevada corporation

By:  /s/ ALLEN H. BONNIFIELD
    --------------------------------
     Allen H. Bonnifield, President


MED SURG SPECIALTIES, INC.
a California corporation

By:  /s/ JERRY W. MCFARLAND
    --------------------------------
     Jerry W. McFarland, President

FIVE PERCENT SHAREHOLDERS OF MED SURG SPECIALTIES, INC.

/S/ JERRY W. MCFARLAND
--------------------------------
Jerry W. McFarland


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