SERVICES AGREEMENT
                               ------------------

     THIS SERVICES  AGREEMENT (this  "Agreement") is made and entered into as of
this 1st day of August, 1997 by and between MB Software Corporation,  a Colorado
corporation ("MB") whose mailing address is 2225 E. Randol Mill Road, Suite 305,
Arlington,  Texas 76011,  and Healthcare  Innovations,  LLC, an Arkansas limited
liability  company ("the  Company") whose mailing  address,  as per the terms of
this Agreement, will be the same as MB.

                              W I T N E S S E T H:
                              -------------------

     WHEREAS,  pursuant to that  certain  Operating  Agreement  (the  "Operating
Agreement") by and between MB Holding Corporation,  a wholly owned subsidiary of
MB  ("Holding")  and Imagine  Investments,  Inc., the parties have organized and
formed the Company; and

     WHEREAS,  in connection with the organization and formation of the Company,
Holding has contributed  certain limited liability companies to the Company (the
"Subsidiaries"); and

     WHEREAS,  pursuant to the provisions of the Operating Agreement, MB and the
Company now wish to set forth their  understandings  and agreements with respect
to certain matters relating to the business of the Company and the Subsidiaries.

     NOW,  THEREFORE,  pursuant to the provisions of the Operating Agreement and
for good and valuable  consideration,  the receipt and  sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:

1.         Administrative Services

1.01 Commencing on the date hereof,  MB shall provide,  or cause to be provided,
     to  the  Company  and  the  Subsidiaries  certain  administrative  services
     described  in this  Section  1.01 (the  "Services"),  which  Services  have
     heretofore been provided to the Subsidiaries by MB in conjunction with such
     Subsidiaries'  conduct of their  businesses.  The  Services  to be provided
     shall be:

         Management/Administrative
         Human Resources
         Finance and Accounting
         Systems and Operations
         Collections


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1.02 As part of the  Services,  MB shall allow the Company to use its address as
     its mailing address;  provided that nothing herein shall be deemed to imply
     that the Company is doing business in the State of Texas.

1.03 The monthly  administrative  service charge for the Services shall be equal
     to MB's actual cost of such Services,  plus 15% (the "Service Charge"). The
     Service Charge shall be payable monthly, in arrears, on or before the tenth
     day of each month following the month during which Services are provided by
     MB to the Company hereunder. MB will submit at the end of each month during
     which  Services are provided  hereunder an invoice for the Service  Charges
     payable by the Company hereunder and an itemized attachment of the Services
     provided.  The Service  Charge payable in any month shall be reduced by the
     amount  that  MB's  costs  are  reimbursed  as a  result  of  a  cost-based
     reimbursement  business;  provided  that MB shall  still  have the right to
     receive 15% over the actual cost of services..

1.04 The  parties  agree and  acknowledge  that the scope of the  Services to be
     provided  hereunder,  as well  as the  number  of  persons  providing  such
     Services,  may  change  from time to time as  mutually  agreed  upon by the
     parties.

1.05 The term of this  Agreement  shall be concurrent  with the existence of the
     Company,  unless  earlier  terminated  (i) by the mutual  agreement  of the
     parties or (ii) by the Company in the event MB  breaches  any of its duties
     hereunder and fails to cure such breach after fifteen days notice thereof.

2.   Services With Respect to Third Party Matters

2.01 MB shall cause its subsidiary Color Country Health Express,  Inc. ( "CCHE")
     to provide  billing  services to the  Company's  subsidiary  Color  Country
     Health Express,  LLC as part of the Services provided hereunder for so long
     as such company shall require such Services.

2.02 MB shall not incur costs or expenses  to any third party in  providing  the
     Services on behalf of the Company, including,  without limitation, the cost
     of any  independent  contractors,  outside  legal  counsel or other outside
     specialists, without the prior consent of the Company. If, with the consent
     of the Company,  such third party is retained,  the Company shall reimburse
     MB for the  actual  costs and  expenses  incurred  by MB as a result of the
     retention of such third party.  Following  the end of each month,  MB shall
     submit to the Company an invoice  describing in reasonable  detail any such
     reimbursable  costs and expenses  incurred by MB during the prior  calendar
     month (and any other such costs and expenses  incurred by MB but which were
     not  submitted in a previous  invoice),  which  invoice shall be payable on
     demand.

3.   Standard of Care


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3.01 MB, or any provider of  Services,  shall seek to utilize the same degree of
     care and oversight in providing Services to the Company hereunder as MB, or
     the provider of such Services, exercises with respect to the administration
     of its own businesses  and in accordance  with a standard of reasonable and
     prudent conduct.

3.02 MB and the  Company  acknowledge  that  from  time  to  time MB may  retain
     employees  who,  without  MB's  knowledge,  may perform  their  duties with
     negligence  or  gross   negligence  or  who  may  even  engage  in  willful
     misconduct.  MB and the Company  expressly agree that it is their intention
     that MB shall not be liable to the Company for any losses arising from such
     conduct of MB's  employees as long as the  retention of such  employees did
     not result from MB's gross negligence or willful misconduct. In view of the
     foregoing,  unless MB has failed to perform its duties  hereunder  with the
     degree of care set forth in Section 3.01 and such failure  arises from MB's
     gross  negligence  or  willful  misconduct,  MB shall  not be liable to the
     Company for any losses or liabilities sustained or incurred by the Company,
     including,  without limitation,  such losses or liabilities that arise from
     MB's negligence (including gross negligence).

4.   Miscellaneous

4.01 This  Agreement  shall be governed by and construed in accordance  with the
     laws of the State of Texas.

4.02 All notices  pursuant to this Agreement  shall be delivered by hand or sent
     by registered or certified mail, return receipt requested, postage prepaid,
     to the party at its address  first set forth above or at such other address
     as such party may,  from time to time,  give notice of in  accordance  with
     this paragraph.  All such notices shall be deemed to have been  effectively
     given  upon the  earlier  of.  (a)  actual  receipt  thereof  by the  party
     receiving  such notice;  or (b) three (3) days after  deposit in the United
     States mail in the manner set forth hereinabove.

4.03 This Agreement may be executed in any number of counterparts, each of which
     shall,  for all  purposes,  be  deemed to be an  original  and all of which
     together shall, for all purposes,  be deemed to constitute one and the same
     document.

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
duly executed and delivered as of the date first above written.

                                     MB SOFTWARE CORPORATION


                                     By:______________________________
  
                                     Title:___________________________
                 

                                      
                                     HEALTHCARE INNOVATIONS, LLC

                                     By:______________________________
                                    
                                     Title:___________________________



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