LLC PREORGANIZATIONAL AGREEMENT


This LLC Preorganizational  Agreement (this"Agreement") is dated as of August 1,
1997,  and is among MB Holding  Corp.,  a Nevada  corporation  ("Holding")  , MB
Software   Corporation,   a  Colorado   corporation   ("Shareholder"),   Imagine
Investments,   Inc.,  a  Delaware   corporation   ("Imagine")   and   Healthcare
Innovations, LLC, an Arkansas limited liability company (the"Company").

                                   WITNESSETH:

WHEREAS,  Holding,  a wholly owned  subsidiary of Shareholder,  and Imagine have
formed and organized  the Company as of the date hereof  subject to the terms of
that certain Operating Agreement dated of even date herewith; and

WHEREAS,  Shareholder has transferred its stock of Oak Tree  Receivables,  Inc.,
Intercoastal  Rehabilitation,  Inc., and C.C.  Acquisition Corp. to Holding, and
Holding has by statutory  mergers  converted such entities to limited  liability
companies and has contributed its membership interests in the following Arkansas
limited liability companies to the Company: Oak Tree Receivables, LLC, N.F.P.M.,
LLC,  Intercoastal  Rehabilitation,  LLC, and C.C.H.E.,  LLC (collectively,  the
"Subsidiaries"),  and Imagine  has  contributed  One Million and No/100  Dollars
($1,000,000.00) and a Promissory Note in the principal amount of One Million and
No/100 Dollars ($1,000,000)  executed by Oak Tree Receivables,  Inc. as maker in
favor of Imagine (the "Note") to the Company; and

WHEREAS, Shareholder has previously granted a security interest in stock of said
subsidiary corporations securing indebtedness owing by its subsidiary,  Oak Tree
Receivables,  Inc., by  assumption,  to Imagine and has  transferred  such stock
subject to a Stock Pledge Agreement dated June 30, 1997, to Holding; and

WHEREAS,  it is the  parties'  intent and desire that the  security  interest in
favor of Imagine be  terminated  in light of the fact that current  owner of the
Note is also the owner of such  subsidiaries (or their  successors,  as the case
may be); and

WHEREAS,  the  parties  wish to enter into such other  agreements  related to or
incident to the formation and acquisition of the Company; and

WHEREAS, the parties hereto wish to enter into this Agreement to set forth their
respective  rights and  agreements  with respect to the matters set forth herein
regarding the capitalization and formation of the Company;


                                        1

<PAGE>


NOW,  THEREFORE,  in  consideration  of the mutual  promises and obligations set
forth  herein  and  other  good and  valuable  consideration,  the  receipt  and
sufficiency  of which are  hereby  acknowledged,  the  parties  hereto  agree as
follows:

                        ARTICLE I - OAK TREE INDEBTEDNESS

         With respect to the indebtedness of Oak Tree Receivables, Inc. (and Oak
Tree Receivables,  LLC, its successsor by merger) pursuant to a Promissory Note,
Loan  Agreement  and Stock  Pledge  Agreement,  all  dated  June 30,  1997,  the
obligations of which were assumed by Oak Tree Receivables, Inc. by an Assignment
and Assumption  Agreement  dated July 24, 1997,  with  Shareholder,  the parties
agree  that the  security  interest  in favor of Imagine  pursuant  to the Stock
Pledge Agreement dated June 30, 1997, is hereby released in all respects.

      ARTICLE II- PAYMENT OF EXISTING SUBSIDIARIES' INCOME TAX LIABILITIES

         The parties agree that all income, loss and gain of the Subsidiaries or
their  predecessors,  or  attributable  to  any  merger  or  transfer  up to and
including  the  transfer to Company  shall be included on the  consolidated  tax
returns of  Shareholder  and any  federal or state  income  tax  liability  with
respect thereto shall be paid by Shareholder and/or its affiliated corporations,
so that the  Subsidiaries  or Company will have no income tax  liability for any
period prior to and including the date of transfer to Company.

                            ARTICLE III - OTHER LOANS

         As soon as practical after formation and capitalization of the Company,
Imagine  agrees in good faith  that it intends to provide a loan to Holding  the
sum of Five  Hundred  Thousand  and No/100  Dollars  ($500,000.00)  payable with
interest at the rate of prime plus two percent (2%) payable quarterly,  with all
principal  and any unpaid  accrued  interest  due at the end of a three (3) year
term.  The loan  documents  shall  provide for such  collateral,  covenants  and
limitations  on additional  borrowing as  satisfactory  to Imagine.  Any funding
obligation  of  Imagine  hereto  is  strictly   conditional   upon  the  parties
negotiating and executing  formal  agreements and documents with respect thereto
which are mutually satisfactory to the parties.

           ARTICLE IV - REPRESENTATIONS AND WARRANTIES OF SHAREHOLDER

         Holding  and  Shareholder  represent  and  warrant to  Imagine  and the
Company as follows as of the date hereof:

4.1  Organization,  Power and  Qualification  of Holding and  Shareholder.  Each
ofHolding and Shareholder is a corporation duly organized,  validly existing and
in good  standing  under  the laws of the  state of its  incorporation,  has all
requisite   corporate  power  and  authority  to  own,  lease  and  operate  its
properties,  to carry on its business as now being conducted, to enter into this
Agreement and to perform its obligations hereunder (in the case of Shareholder).
Holding and Shareholder  havebeen duly qualified to do business in all states in
which the  character of its property or  activities  require such  qualification
under applicable law. At the time of contribution to the Company,  Holding owned
100% of the outstanding  membership  interests of each of the Subsidiaries  free
from all encumbrances.


                                        2

<PAGE>


4.2 Authorization.  The execution and delivery of this Agreement, and each other
agreement and certificate or other document  delivered,  or to be delivered,  in
connection with the transfers  contemplated by this Agreement have been duly and
validly  authorized by all  necessary  corporate and other action on the part of
Holding and Shareholder and this Agreement constitutes,  and all other documents
and  agreements to be delivered by Holding or  Shareholder on or before the date
of closing,  shall constitute  valid and legally binding  obligations of Holding
and to  Shareholder  enforceable  against them in  accordance  with their terms,
subject to the application of bankruptcy, reorganization, insolvency, moratorium
or other similar laws affecting the rights of creditors.

4.3 The  Subsidiaries.  Each of the Subsidiaries is a limited  liability company
duly  organized,  validly  existing and in good  standing  under the laws of the
State of Arkansas,  and has all requisite  limited  liability  company power and
authority to own,  lease and operate its properties and to carry on its business
as now  being  conducted.  Each  of the  Subsidiaries  has  been or will be duly
qualified  to do business in all states  which the  character of its property or
actions require such qualifications under applicable law.

4.4 No Violation. Neither the execution,  delivery or performance by Holding and
Shareholder  of  this  Agreement  or any  other  agreement  delivered,  or to be
delivered,  in connection with the transactions  contemplated by this Agreement,
nor the execution by Holding of the Operating Agreement, nor compliance with the
terms and provisions hereof or thereof, nor the consummation of the transactions
contemplated herein or therein,  including,  without limitation, the transfer to
the Company of Holding's right,  title and interest in and to the  Subsidiaries,
(i)  will  contravene  any  applicable  provision  of any  law,  statute,  rule,
regulation,  order,  writ,  injunction  or decree  of any court or  governmental
instrumentality,  (ii) will  conflict or be  inconsistent  with or result in any
breach  of,  any  of the  terms,  covenants,  conditions  or  provisions  of any
agreement or other instrument to which Shareholder, Holding or any Subsidiary is
a party  or by  which  Shareholder,  Holding,  any  Subsidiary  or any of  their
respective  properties or assets is bound or subject,  or (iii) will violate any
provision  of  the  organizational  documents  of  Shareholder,  Holding  or any
Subsidiary.

4.5  Proceedings  or  Investigations.   There  is  no  action,  suit  or  legal,
administrative,  arbitration or other  proceeding or governmental  investigation
pending  or,  to  the  best  knowledge  of   Shareholder,   threatened   against
Shareholder, Holding or any of the Subsidiaries before or by any court, tribunal
or Federal,  state,  municipal  or other  governmental  department,  commission,
board, bureau, agency, or instrumentality, domestic or foreign, and, to the best
knowledge  of  Shareholder,  no such  action,  suit,  or legal,  administrative,
arbitration or other  proceeding or  governmental  investigation  is probable of
assertion against  Shareholder,  Holding or any of the  Subsidiaries,  which, if
adversely  determined,  could  reasonably be expected to have a material adverse
effect on the value or operations of any Subsidiary or its assets,  or adversely
affect or impede the  transfer to the Company of all of Holding's  right,  title
and interest in the  Subsidiaries.  To the best of the knowledge of Shareholder,
each of the  Subsidiaries  is in compliance with all laws,  rules,  regulations,
reporting and licensing requirements and orders applicable to its business or to
its employees conducting its business.

                                       3

<PAGE>


4.6  Consents.  No consents or  approvals  of any public  body or  authority  or
shareholders  of  Shareholder  or Holding,  and no consents or waivers  from any
parties to leases, licenses, franchises, permit, indentures,  agreement or other
instruments  are  required  for  the  lawful  consummation  of the  transactions
contemplated hereby.

4.7 Financial Statements. The unaudited financial statements of the Subsidiaries
for the quarter ended June 30, 1997 (collectively,  the "Financial  Statements")
present fairly the financial  position,  results of operations and cash flows of
each  Subsidiary,  or its  predecessor,  at the dates and for the fiscal periods
then ended, in accordance with GAAP, and reflect all material claims,  debts and
liabilities,  absolute or contingent,  direct or indirect,  of each  Subsidiary.
Holding has delivered  true and complete  copies of the Financial  Statements to
Imagine.

4.8 No Adverse  Change.  Since June 30, 1997,  the  businesses of Subsidiary has
been  carried on in the normal  course  and there has been no  material  adverse
change in the business,  financial condition,  results of operations,  assets or
liabilities of the Subsidiaries.

4.9  Taxes.  (a) All tax  returns  required  to be filed by or on  behalf of the
Subsidiaries,  or their  predecessors,  have been timely filed,  or requests for
extensions  have been timely  filed,  granted and have not expired,  for periods
ending on or before June 30, 1997,  and all such returns  filed are complete and
accurate in all material respects.

     (b)  There is no audit  examination,  deficiency  or refund  litigation  or
matter that has been raised by a taxing authority with respect to any previously
filed tax  returns of any of the  Subsidiaries  (or their  predecessors)  or any
prior tax payments or periods that could  reasonably  be expected to result in a
determination  the effect of which  would have a material  adverse  effect.  All
taxes due with  respect to  completed  and  settled  examinations  or  concluded
litigation have been paid or adequately reserved for.

     (c) None of the  Subsidiaries  (or  their  predecessors)  has  executed  an
extension  or  waiver  of  any  statute  of  limitations  on the  assessment  or
collection of any tax due that is currently in effect.

     (d)  Adequate  provision  of  any  taxes  due  or to  become  due  for  the
Subsidiaries  (or their  predecessors)  for any  period or periods  through  and
including  June 1997,  has been made and is reflected on the June 1997 financial
statements  included  in  the  Financial  Statements.   Deferred  taxes  of  the
Subsidiaries reflected in the Financial Statements are adequate,  subject in the
case of interim financial statements to normal recurring year end adjustments.


                                        4

<PAGE>


     (e) Each of the  Subsidiaries  (or their  predecessors)  has  collected and
withheld  all taxes which it has been  required  to collect or withhold  and has
timely  submitted  all such  collected and withheld  amounts to the  appropriate
authorities.  Each  of  the  Subsidiaries  is in  compliance  with  the  back-up
withholding and information  reporting  requirements  under the Internal Revenue
Code (the  "Code")  and any  state,  local or  foreign  laws,  and the rules and
regulations thereunder.

     (f) None of the Subsidiaries (or their predecessors) has made any payments,
is not  obligated  to make  any  payments,  or is not a party  to any  contract,
agreement or other  arrangement that could obligate it to make any payments that
would be disallowed as a deduction under Section 280G of the Code.

     (g) There are no liens with  respect to taxes upon any of the assets of the
Subsidiaries.

     (h) To the best of Shareholder's knowledge, there has not been an ownership
change,  as defined in Code Section 382(g), of any of the Subsidiaries or any of
their predecessors that occurred during or after any taxable period in which any
Subsidiary or any of its predecessors incurred a net operating loss that carries
over to any taxable period ending after December 31, 1996.

     (i) None of the  Subsidiaries  has filed a consent under Section  341(f) of
the Code concerning collapsible corporations.

     (j) None of the  Subsidiaries  has or has had a permanent  establishment in
any  foreign  country,  as defined in any  applicable  tax treaty or  convention
between the United States and such foreign country.

4.10 Properties.  Except as disclosed in the Financial Statements and except for
claims, liens, pledges or encumbrances ("Liens:), arising in the ordinary course
of business  after the date  hereof,  each  Subsidiary  has good and  marketable
title,  free and clear of all Liens,  to all its  properties  and assets whether
tangible or  intangible,  real,  personal or mixed,  reflected in the  Financial
Statements as being owned by the Subsidiaries as of the date hereof,  except for
such defects in title which  individually  or in the aggregate  would not have a
material adverse effect.  All buildings,  and all fixtures,  equipment and other
property and assets, held under leases or subleases by the Subsidiaries are held
under valid  instruments  enforceable in accordance with their  respective terms
except where the failure to have such valid and  enforceable  instruments  would
not have a material adverse effect. All equipment of the Subsidiaries in regular
use has been well maintained and is in good  serviceable  condition,  reasonable
wear and tear  excepted,  except for such defects which  individually  or in the
aggregate would not have a material  adverse effect.  N.F.P.M.,  LLC, one of the
Subsidiaries,  owns all of the assets set forth on  Schedule A hereto,  free and
clear of all Liens.

4.11 Material  Contract  Defaults.  None of the Subsidiaries is, or has received
any  notice or has any  knowledge  that any other  party is, in  default  in any
respect under any contract, agreement, commitment, arrangement, lease, insurance
policy  or  other  instrument  to  which a  Subsidiary  is a party or by which a
Subsidiary  or the  assets,  business  or  operations  thereof  may be  bound or
affected

                                        5

<PAGE>


or under  which it or its  assets,  business or  operations  receives  benefits,
except  for  those  defaults  which  would  not  have,  individually  or in  the
aggregate,  a material adverse effect; and there has not occurred any event that
with the lapse of time or the giving of notice or both would  constitute  such a
default,  except for those defaults which would not have, individually or in the
aggregate, a material adverse effect.

4.12 Benefit Plans. (a) Schedule B-1 hereto lists all existing  employee benefit
plans (as defined in Section 3(3) of the Employee Retirement Income Security Act
of 1974, as amended  ("ERISA"),  in which  employees or former  employees of the
Subsidiaries currently participate (the "Plans").

     (b)  Each  Plan is and has  been in  substantial  compliance,  in form  and
operation,  in all  material  respect  with  all  applicable  laws  and has been
administered  in  all  material  respects  in  accordance  with  its  terms.  To
Shareholder's  knowledge,  no event has occurred  and no  condition  exists with
respect  to any Plan  which is  likely  to  subject  the  Company,  directly  or
indirectly (through an indemnification  agreement or otherwise), to any material
liability  (including,  without  limitation,  liability  for  taxes,  breach  of
fiduciary duty, or for a "prohibited  transaction" within the meaning of Section
406 of ERISA or Section 4975 of the Code).  There is no action,  suit,  or claim
(other than routine claims for benefits in the ordinary  course) with respect to
any Plan pending or  threatened  which is  reasonably  likely to have a material
adverse  effect.  No Plan is  currently  under  investigation  or  audit  by any
governmental agency and, to the knowledge of Shareholder,  no such investigation
or audit is  contemplated  or under  consideration.  Each Plan  intended to be a
qualified  plan under Section 401(a) of the Code is so qualified and a favorable
determination  letter as to  qualification  under Section 401(a) of the Code has
been issued and the related trust has been determined to be exempt from taxation
under Section 501(a) of the Code.

     (c) All  contributions  and premium payments  required to have been made or
accrued  under or with  respect to any Plan have been  timely  made or  accrued.
Except  as set forth in  Schedule  B-1,  the  consummation  of the  transactions
contemplated hereby will not give rise to any right to severance,  separation or
similar pay or benefits.

4.13  Environmental  Matters.  To the  knowledge  of  Shareholder,  none  of the
Subsidiaries,  nor any properties  owned or operated by a Subsidiary has been or
is in  violation  of or liable  under any  Environmental  Law,  except  for such
violations  or  liabilities  that,  individually  or in the  aggregate,  are not
reasonably  likely to have a material  adverse  effect.,  There are no  actions,
suits or proceedings,  or demands, claims, notices or investigations (including,
without limitation,  notices, demand letter or requests for information from any
environmental  agency) instituted or pending, or to the knowledge of Shareholder
threatened, relating to the liability of any properties owned or operated by any
of the  Subsidiaries  under any  Environmental  Law,  except for  liabilities or
violations that would not reasonably be expected to have, individually or in the
aggregate, a material adverse effect.

     "Environmental  Law"  means  any  federal,  state,  local or  foreign  law,
statute,  ordinance,  rule regulation,  code,  license,  permit,  authorization,
approval,  consent,  order, judgment,  decree,  injunction or agreement with any
 

                                        6

<PAGE>


regulatory authority relating to (i) the protection, preservation or restoration
of the environment  (including,  without limitation,  air, water vapor,  surface
water, groundwater,  drinking water supply, surface soil, subsurface soil, plant
and animal life or any other natural  resource),  and/or (ii) the use,  storage,
recycling,  treatment,   generation,   transportation,   processing,   handling,
labeling,  production,  release or disposal of any substance  presently  listed,
defined, designated or classified as hazardous, toxic, radioactive or dangerous,
or otherwise regulation,  whether by type or by quantity, including any material
containing any such substance as a component.

4.14 Insurance.  Attached  hereto as Schedule B-2 is an accurate  schedule as of
the date hereof reflecting the insurance policies maintained with respect to the
ownership and operation of the business and assets of the Subsidiaries and their
employees,  which Schedule reflects the policies,  numbers,  terms,  identity of
insurers,  amounts of  coverage  and all claims made on the  policies  since the
effective  date of the policies  and true and correct  copies of all policies of
general and professional  liability and all endorsements and amendments thereto.
All  policies  set forth on Schedule B-3 are in full force and effect and may be
maintained in full force and effect after transfer to the Company.

4.15  Absence  of  Certain  Business  Practices.  To the  best of  Shareholder's
knowledge,  none of the  Subsidiaries,  nor any of  their  officers,  employees,
agents, or affiliates nor any other person acting on their behalf, has, directly
or indirectly,  during the immediately  preceding  twenty-four (24) month period
given,  accepted,  or agreed to give or accept any gift or similar benefit to or
from any customer, supplier, governmental employee or other person who is or may
be in a position to help or hinder the business of any Subsidiary (or assist any
Subsidiary in connection with any actual or proposed transaction) that (i) might
subject any Subsidiary,  their affiliates,  or any other person to any damage or
penalty in any civil,  criminal or governmental  litigation or other proceeding,
(ii) if not given or accepted in the past,  might have had an adverse  effect on
the  assets  or  operations  or the  business  of any  Subsidiary,  (iii) if not
continued in the future,  might  adversely  affect the assets or the business or
might  subject  any  Subsidiary  to  damages  or  penalties  in any  private  or
governmental litigation or other proceeding.

4.16 Disclosure.  To the best of Shareholder's  knowledge,  no representation or
warranty of  Shareholder  contained  in this  Agreement  or in any  statement or
certificate  furnished  or to be  furnished  to any  party  pursuant  hereto  in
connection with the  transactions  contemplated  hereby contains or will contain
any  untrue  statement  of a  material  fact or  omits  or will  omit to state a
material fact  necessary to make the statements  made herein or therein,  in the
light of the circumstances under which they were made, not misleading.

4.17 Other Matters. Neither Holding, any Subsidiary nor Shareholder has taken or
has  agreed  to  take  any  action,   and  has  no  knowledge  of  any  fact  or
circumstances,  that would  materially  impede or delay the  consummation of the
transactions contemplated hereby.


                                        7

<PAGE>


4.18 Brokers and Finders.  Neither  Shareholder,  Holding nor any Subsidiary nor
any of their respective officers, directors or employees has employed any broker
or finder or incurred any liability for any financial  advisory fees,  brokerage
fees,  commissions  or  finder's fees,  and no broker or finder has acted
directly or indirectly for any of such parties in connection with this Agreement
or the transactions contemplated hereby.

4.19 Subsidiaries.  For purposes of this Agreement,  the term Subsidiaries shall
also be deemed to include the predecessor entities of such subsidiaries.

              ARTICLE V - REPRESENTATIONS AND WARRANTIES OF IMAGINE

         Imagine  represents  and  warrants  to  Shareholder  and the Company as
follows as of the date hereof:

5.1 Organization,  Power and Qualification of Imagine.  Imagine is a corporation
duly  organized,  validly  existing and in good  standing  under the laws of the
State of Delaware, has all requisite corporate power and authority to own, lease
and operate its properties,  to carry on its business as now being conducted, to
enter this  Agreement  and the  Operating  Agreement to perform its  obligations
hereunder and thereunder.  Imagine has been duly qualified to do business in all
states in which  the  character  of its  property  or  activities  require  such
qualification under applicable law.
Imagine has no subsidiaries.

5.2 Authorization.  The execution and delivery of this Agreement,  the Operating
Agreement and each other agreement and certificate or other document  delivered,
or to be delivered,  in connection  with the  transactions  contemplated by this
Agreement have been duly and validly  authorized by all necessary  corporate and
other  action on the part of Imagine  and this  Agreement  constitutes,  and all
other  documents and agreements to be delivered by Imagine on or before the date
of closing,  shall constitute  valid and legally binding  obligations of Imagine
enforceable against it in accordance with its terms,  subject to the application
of  bankruptcy,  reorganization,  insolvency,  moratorium  or other similar laws
affecting the rights of creditors.

5.3 No Violation.  Neither the execution,  delivery or performance by Imagine of
this  Agreement  or  any  other  agreement  delivered,  or to be  delivered,  in
connection with the transfers  contemplated  by this  Agreement,  nor compliance
with the terms and provisions  hereof or thereof,  nor the  consummation  of the
transactions contemplated herein or therein,  including, (i) will contravene any
applicable  provision  of any  law,  statute,  rule,  regulation,  order,  writ,
injunction  or decree of any court or  governmental  instrumentality,  (ii) will
conflict or be  inconsistent  with or result in any breach of, any of the terms,
covenants,  conditions or  provisions  of any  agreement or other  instrument to
which Imagine is a party or by which Imagine or any of its respective properties
or assets is bound or  subject,  or (iii)  will  violate  any  provision  of the
Articles of Incorporation or By-Laws of Imagine.

5.4  Proceedings  or  Investigations.   There  is  no  action,  suit  or  legal,
administrative,  arbitration or other  proceeding or governmental  investigation
pending or, to the  best knowledge of Imagine, threatened against Imagine before

                                        8

<PAGE>


or by any court,  tribunal or Federal,  state,  municipal or other  governmental
department,  commission, board, bureau, agency, or instrumentality,  domestic or
foreign,  and, to the best knowledge of Imagine, no such action, suit, or legal,
administrative, arbitration or other proceeding or governmental investigation is
probably of assertion against Imagine.

5.5  Consents.  No consents or  approvals  of any public  body or  authority  or
shareholders  of Imagine and no consents or waivers  from any parties to leases,
licenses, franchises,  permits, indentures,  agreements or other instruments are
required for the lawful consummation of the transactions contemplated hereby.

                             ARTICLE VI - INDEMNITY

6.1 Indemnity.  From and after the Closing Date,  Holding and Shareholder  shall
indemnify and hold harmless Imagine and the Company, its Subsidiaries,  and each
of its respective  directors,  officers,  employees and agents,  and each of the
heirs,  executors,  successors and assigns of any of the foregoing (the "Imagine
Indemnified  Parties")  from and against  any and all Losses (as defined  below)
incurred  by or  asserted  against  any of such  parties in  connection  with or
arising out of any breach by Holding and  Shareholder of any  representation  or
warranty of Holding and Shareholder set forth herein;  provided,  however,  that
the Imagine Indemnified Parties shall be entitled to indemnification  under this
Section  6.1 only if and to the extent its  amount of Losses  hereunder  exceeds
$20,000,  and then only to the  extent of such  excess;  and  provided  further,
however,  that  in no  event  shall  Shareholder's  liability  hereunder  exceed
$200,000,  it being understood that this limitation shall not apply in the event
of fraud,  nor to any  failure  by  Holding or  Shareholder  to comply  with any
covenant or agreement set forth herein.

     From and after the Closing Date,  Imagine shall indemnify and hold harmless
Holding and the Company,  and any of their  directors,  shareholders,  officers,
employees and agents, and each of the heirs,  executors,  successors and assigns
of any of the foregoing (the 'Holding Indemnified Parties') from and against any
and all Losses (as defined  below)  incurred by or asserted  against any of such
parties  in  connection  with or  arising  out of any  breach by  Imagine of any
representation  or warranty;  provided,  however,  that the Holding  Indemnified
Parties shall be entitled to indemnification  under this Section 6.1 only if and
to the extent their aggregate  amount of Losses hereunder  exceeds $20,000,  and
then only to the extent of such excess; and provided further,  however,  that in
no event shall Imagine's aggregate liability hereunder exceed $200,000, it being
understood  that this limitation  shall not apply in the event of fraud,  nor to
any  failure by Imagine  to comply  with any  covenant  or  agreement  set forth
herein.

     "Losses" means any and all debts,  losses,  liabilities,  claims,  damages,
obligations  (including those arising out of any action,  such as any settlement
or  compromise  thereof  or  judgment  or  award  therein)  and  any  reasonable
out-of-pocket  costs and  expenses  (including  reasonable  attorneys'  fees and
expenses incurred in defending any lawsuit or other action).


                                        9

<PAGE>


6.2 Claims. (a) The party being indemnified  hereunder (the "Indemnified Party")
shall give written notice to the party against whom a claim for  indemnification
is asserted  hereunder (the  "Indemnifying  Party") within the earlier of twenty
(20) days of receipt of written  notice or forty (40) days from discovery by the
Indemnified   Party  of  any  matters  which  may  give  rise  to  a  claim  for
indemnification or reimbursement  under this Agreement (a "Claim").  The failure
to give such  notice  shall not  affect  the right of the  Indemnified  Party to
indemnity  hereunder  unless such failure has materially and adversely  affected
the rights of the Indemnifying Party.

     (b) In the event an action by a third party (a'Third-Party Claim') shall be
brought  or  asserted  in  respect  of  which  indemnity  may  be  sought  by an
Indemnified Party under this Section 6.2, the Indemnified Party shall notify the
Indemnifying  Party in  writing  thereof  within  such  period of time as to not
prejudice  the defense  thereof,  but in any case within ten (10) days  thereof.
Subject to this Section 6.2, the  Indemnifying  Party shall have the opportunity
to defend and/or settle such Third-Party  Claim,  and employ counsel  reasonably
satisfactory to the Indemnified  Party, and the Indemnifying Party shall pay all
expenses related thereto,  including without limitation all fees and expenses of
counsel.  After receipt of such notice,  the Indemnifying Party shall notify the
Indemnified  Party within twenty (20) days (or such shorter  period if necessary
so as not to prejudice  the defense  thereof) in writing  whether it will assume
the defense thereof.

     (c) Upon receipt of notice by the Indemnified  Party from the  Indemnifying
Party of its  election to assume the  defense of such an action and  approval of
the Indemnified Party of counsel to the Indemnifying Party, which approval shall
not be unreasonably  withheld or delayed,  the  Indemnifying  Party shall not be
liable to the  Indemnified  Party  unless (i) the  Indemnifying  Party agrees in
writing to pay such fees and expenses,  (ii) the Indemnifying Party fails either
to  assume  the  defense  of  such  action  or  to  employ  counsel   reasonably
satisfactory to the Indemnified Party, or (iii) the Indemnified Party shall have
been advised by counsel that there may be one or more legal  defenses  available
to the  Indemnified  Party  that  are  different  from or in  addition  to those
available to the  Indemnifying  Party or that there shall exist some other legal
conflict  between the interests of the  Indemnifying  Party and the  Indemnified
Party.

     (d) If the Indemnifying  Party shall not elect to assume the defense of any
Third-Party  Claim,  or if any of the events  specified  in clauses  (i) through
(iii) in the preceding  subsection (c) occurs,  the Indemnified Party shall have
the right to maintain the defense of and to settle such Third- Party Claim, with
counsel reasonably  satisfactory to the Indemnifying Party;  provided,  however,
that the Indemnifying Party shall retain the right to assume the defense of such
Third-Party Claim pursuant to paragraph (c) above, provided that such assumption
does not prejudice the defense of such Third-Party Claim.

     (e) In the event that an offer to settle a  Third-Party  Claim is received,
each of the Indemnified Party and the Indemnifying  Party shall notify the other
thereof,  in writing,  and shall  consult with one another in  considering  such
offer.  Such offer  shall be accepted  if the  Indemnifying  Party so directs in
writing unless either (A) the Indemnified  Party shall agree in writing that any
liability  arising out of such  Third-Party  Claim  shall not be a Loss  covered
hereunder,  in which casethe Indemnified Party shall have full right to maintain


                                       10

<PAGE>

the defense thereof, or (B) the failure to accept such settlement offer is based
on the  Indemnified  Party's  reasonable  objection to a sanction,  restriction,
fine, or other penalty that would be imposed in it or its  affiliates  under the
settlement.

     (f)  Notwithstanding  anything  herein,  and whichever party shall have the
right to maintain the defense of a Third-Party  Claim,  each of the Indemnifying
Party and the  Indemnified  Party  shall  consult  with the other  with  respect
thereto,  provide each other with such  assistance  as the other may  reasonably
require in order to promptly and  adequately  defend such  action,  and have the
right to  participate  at its own expense in the defense  thereof,  with counsel
reasonably satisfactory to the other.

6.3 Survival. The representations,  warranties, covenants and agreements of each
party set forth  herein  shall  survive the date hereof for a period of eighteen
(18) months.  Neither party hereto shall have any liability (for indemnification
or  otherwise)  with  respect  to  any  representation,  warranty,  covenant  or
agreement set forth herein,  unless on or before the eighteen-month  anniversary
of the  Closing  Date  the  other  party  shall  notify  such  party  of a claim
specifying the factual basis of that claim in reasonable detail.

                           ARTICLE VII - MISCELLANEOUS

7.1  Counterparts.  For the  convenience  of the parties,  this Agreement may be
executed  in one or more  counterparts,  each of which  shall be deemed to be an
original.

7.2 Survival of Covenants  and  Representations  and  Warranties.  Any covenant,
representation  and  warranty  contained  herein shall  survive  closing of this
Agreement and the formation of the Company.

7.3 Agreement Binding.  This Agreement and all of the provisions hereof shall be
binding  upon and inure to the  benefit  of the  parties  hereto,  their  heirs,
successors and permitted  assigns,  but nothing herein,  express or implied,  is
intended to confer on any other  person,  any rights,  benefits,  or remedies by
reason of this Agreement.

7.4 Governing Law. This Agreement  shall be governed by the laws of the State of
Arkansas.

7.5 Non-Assignability.  Neither this Agreement nor any of the rights,  interests
or obligations hereunder shall be assigned by any of the parties hereto.

7.6 Entire Agreement. This Agreement and other documents and agreements referred
to herein contain the entire  agreement  between the parties hereto with respect
to the subject matter hereof.

7.7 Covenant to Perform.  Each party hereto expressly represents and warrants to
each other party  hereto to use one's best  efforts to carry out the purposes of
this  Agreement  and to execute such  additional  documents  necessary to effect
same, and to refrain  from taking  any action contrary to the provisions of this

                                       11

<PAGE>


Agreement and hereby acknowledges that this Agreement,  or the breach hereof, is
subject  to  all  rights  of  the  parties  at  law  or in  equity,  and  may be
specifically  enforced  in a Court of  competent  jurisdiction  in a  proceeding
instituted by any of the parties hereto.

IN WITNESS WHEREOF, the parties have executed this document as of the date first
written above.


                                         MB HOLDING CORP.

                                    
                                        By:  
                                             -------------------------------

                                             --------------,

                                             --------------


                                        MB SOFTWARE CORPORATION


                                       By:
                                            --------------------------------

                                              Scott A. Haire,
                                              President


                                       IMAGINE INVESTMENTS, INC.


                                      By:
                                           --------------------------------
   
                                           ---------------,

                                           ---------------


                                      HEALTHCARE INNOVATIONS, LLC


                                     By:                              

                                          ---------------------------------
 
                                          --------------,

                                          --------------




                                       12

<PAGE>