RESTRUCTURE AND SETTLEMENT AGREEMENT
                      ------------------------------------

     This Restructure and Settlement  Agreement (the  "Agreement"),  dated as of
November 5, 2001 (the "Signing Date"),  is entered into by and among MB SOFTWARE
CORPORATION,  a Colorado corporation  ("MBS"),  HEALTHCARE  INNOVATIONS,  LLC, a
Arkansas limited liability  company ("MBS Sub"),  IMAGINE  INVESTMENTS,  INC., a
Delaware  corporation  ("Imagine"),  and  XHI2,  INC.,  a  Delaware  corporation
("Imagine Sub").

                                    RECITALS
                                    --------

     WHEREAS,  Imagine is the legal and beneficial owner and holder (as assignee
of Stone  Capital,  Inc.,  a Delaware  corporation  ("Stone"),  pursuant to that
certain  assignment  effective  as of November 5, 2001 from Stone to Imagine) of
that certain Renewal  Unsecured  Promissory Note, dated July 15, 1998, issued by
MBS Sub  originally  payable  to the  order of Stone in the  original  principal
amount of $300,000.00,  and bearing interest and requiring payment in accordance
with the terms set forth therein, for which all principal and accrued but unpaid
interest is past due and payable as of the Signing Date (the  "$300,000  Note");
and

     WHEREAS,  Imagine  is the legal  and  beneficial  owner and  holder of that
certain  Promissory  Note,  dated  August 1, 1997,  issued by MBS payable to the
order of Imagine in the original  principal  amount of $500,000.00,  and bearing
interest and requiring  payment in accordance  with the terms set forth therein,
for which all principal and accrued but unpaid  interest is past due and payable
as of the Signing Date (the "$500,000 Note"); and

     WHEREAS,  Imagine is the legal record and beneficial owner and holder of an
aggregate of 340,000 shares of the issued and outstanding shares of the Series A
Senior Cumulative  Convertible  Participating  Preferred Stock, par value $10.00
per share,  of MBS, for which all accrued  dividends are past due and payable as
of the Signing Date (the "MBS Preferred Shares"); and

     WHEREAS,  Imagine  is the legal  and  beneficial  owner and  holder of that
certain Promissory Note, dated April 1, 1998, issued by MBS payable to the order
of  Imagine in the  original  principal  amount of  $1,400,000.00,  and  bearing
interest and requiring  payment in accordance  with the terms set forth therein,
of which the  principal  amount was  previously  exchanged for the MBS Preferred
Shares by mutual  agreement  of MBS and  Imagine,  but for which all accrued but
unpaid interest is past due and payable as of the Signing Date (the  "$1,400,000
Note") (the $300,000 Note,  $500,000  Note, MBS Preferred  Shares and $1,400,000
Note are sometimes  referred to herein  collectively  as the "Imagine  Exchanged
Assets"); and

     WHEREAS, the authorized capital stock of MBS includes 150,000,000 shares of
common stock, par value $0.001 per share (the "MBS Common Shares"); and

     WHEREAS,  MBS Sub is the legal  record and  beneficial  owner and holder of
100% of the issued and outstanding  membership  interests (the "NFPM  Membership
Interests") of N.F.P.M.,  LLC, a Arkansas  limited  liability  company that does
business in the State of Florida as North Florida Physical  Medicine  Associates
("NFPM"); and

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     WHEREAS,  MBS Sub is currently  in default  under the terms of the $300,000
Note,  and MBS is currently in default under the terms of the $500,000 Note, MBS
Preferred Shares and $1,400,000 Note; and

     WHEREAS,  Imagine has made demand  against MBS and MBS Sub with  respect to
such  defaults  under the  Imagine  Exchanged  Assets,  but MBS and MBS Sub have
refused to pay and perform in response to such demand; and

     WHEREAS,  MBS and MBS Sub, on the one hand, and Imagine, on the other hand,
now  mutually  desire to resolve  all claims  between  them with  respect to the
Imagine  Exchanged  Assets,  in order to avoid the  expense and  uncertainty  of
litigation  and to buy peace,  upon the terms and subject to the  conditions set
forth herein; and

     WHEREAS,  Imagine  Sub is a  wholly  owned  Subsidiary  of  Imagine  and is
entering into this Agreement for the purposes of and in  anticipation  of taking
title to some or all of the MBS Common Shares and NFPM Membership Interests upon
the Closing (as defined in Section 2.1(a) hereof).

     NOW, THEREFORE,  in consideration of the mutual promises,  representations,
warranties  and  covenants set forth in this  Agreement,  and the other good and
valuable   consideration   exchanged  between  the  parties,   the  receipt  and
sufficiency of which is hereby acknowledged, the parties intending to be legally
bound agree as follows:

                                   ARTICLE I.
                                   DEFINITIONS
                                   -----------

1.1  Definitions.  As used in this Agreement,  the terms defined in Schedule 1.1
attached  hereto have the meanings  given to them therein  (unless  specifically
defined or the context clearly requires  otherwise).  Other terms may be defined
elsewhere herein and have the meanings so given to them.

                                  ARTICLE II.
                    CLOSING; OBLIGATION TO CLOSE; TERMINATION
                    -----------------------------------------

2.1      Closing.

     (a)  Closing  Date.  Unless  this  Agreement  shall  have  been  terminated
pursuant to the  provisions  of Section  2.3(a) or Section  2.3(b)  hereof,  the
closing for the consummation of the Transaction (the "Closing") shall take place
at the  offices of Munsch  Hardt  Kopf & Harr,  P.C.,  located at 4000  Fountain
Place, 1445 Ross Avenue, Dallas, Texas 75202-2790, at 10:00 a.m., local time, as
soon as  practicable  (but,  in any  event,  no later  than the tenth day) after
Imagine and Imagine Sub receive  notice (the "Closing  Notice") from MBS and MBS
Sub, acting together,  that (i) the Termination  Trigger Condition under Section
2.2(a)(i) has been  satisfied,  and (ii) including a statement as to whether MBS
and MBS Sub reasonably believe that all the other Termination Trigger Conditions
under  Section  2.2(a) can and will be satisfied  at and as of the Closing,  but
subject to Imagine and Imagine Sub receiving the Special Closing  Deliveries (as
defined in Section 2.2(b) hereof) at the Closing, or on such other date and time
mutually  agreed upon in writing by the  parties.  The date on which the Closing
actually occurs is referred to herein as the "Closing Date".

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     (b)  Effective Time. The Transaction shall be effective for Tax, accounting
and all other  purposes as of 12:01 a.m.,  local time,  on the Closing Date (the
"Effective  Time"),  unless  otherwise  mutually  agreed  upon in writing by the
parties. --------------

     (c)  Closing by Fax/Fed  Ex. The parties  may  mutually  agree to close the
Transaction via facsimile,  with executed original  Transaction  Documents to be
sent to the  appropriate  party (or its legal  counsel) via Federal  Express (or
other nationally  recognized guaranteed and receipted next day delivery service)
or local courier service.

     (d)  Effect of Failure to Close.  Subject to the  provisions of Section 2.3
hereof,  failure to  consummate  the  Transaction  on the date  contemplated  by
Section  2.1(a) hereof will not result in the  termination of this Agreement and
will not relieve any party of any obligation hereunder.

2.2      Obligation of Imagine and Imagine Sub to Close.

     (a)  Termination Trigger Conditions.  The obligation of each of Imagine and
Imagine Sub to close on the Closing Date  hereunder is subject to the  existence
or satisfaction  of the following  conditions (any of which may, in such party's
sole  discretion,  be waived in writing)  on and as of the Closing  Date or such
other applicable date (the "Termination Trigger Conditions"):

          (i)  Requisite  Approval.  Within 180 days following the Signing Date,
     the Requisite  MBS Approval and Requisite MBS Sub Approval  shall have been
     obtained. Each of MBS and MBS Sub shall give Imagine and Imagine Sub notice
     of each such  approval  on the next  Business  Day after such  approval  is
     obtained;

          (ii) Solvency. Each of MBS and MBS Sub shall be Solvent;

          (iii)Special  Representations and Warranties.  The representations and
     warranties  made by MBS and MBS Sub in Article VI hereof (but not including
     any of the  Supplemental  Representations  and  Warranties  (as  defined in
     Section 9.9 hereof) unless  specifically agreed otherwise in writing by the
     parties  hereto)  shall be true and  accurate on and as of the Closing Date
     with the same effect as though such representations and warranties had been
     made or given on and as of such date;

          (iv) Ordinary Course of Business. The business of NFPM shall have only
     been operated in the Ordinary  Course of Business during the period between
     the Signing  Date and the Closing Date and NFPM shall not have entered into
     or remained a party to any Contract  with Dr. Ronald Dennie that is binding
     on  or  enforeceable  against  NFPM  following  the  Closing  Date  without
     obtaining the prior written Consent of Imagine and Imagine Sub; and

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          (v)  Legal  Matters.  There must not have been entered  against any of
     MBS, MBS Sub,  Imagine,  Imagine Sub, or NFPM,  or any of their  respective
     Subsidiaries  or Affiliates,  any judgment,  order,  writ,  injunction,  or
     decree issued by any Governmental Entity that has the effect of preventing,
     delaying, making illegal, or otherwise interfering with the consummation of
     the Transaction.

     (b)  Special Closing Deliveries.  If the Termination Trigger Conditions are
satisfied,  at the  Closing,  MBS and MBS Sub  shall  deliver,  or  cause  to be
delivered,  the following items to Imagine and Imagine Sub (the "Special Closing
Deliveries"):

          (i)  Secretary's Certificates.  The Secretary's Certificate of each of
     MBS and MBS Sub, in the form attached  hereto as Exhibit A, in the event of
     a Closing under either Alternative Transaction A or Alternative Transaction
     B;

          (ii) Solvency  Certificates.  The Solvency  Certificate of each of MBS
     and MBS Sub,  in the form  attached  hereto as Exhibit B, in the event of a
     Closing under either Alternative  Transaction A or Alternative  Transaction
     B;

          (iii)Special Closing Certificates.  The Special Closing Certificate of
     each of MBS and MBS Sub, in the form  attached  hereto as Exhibit C, in the
     event of a Closing under either  Alternative  Transaction A or  Alternative
     Transaction B;


          (iv) Alternative  Transaction  A.  In the  event  of a  Closing  under
     Alternative  Transaction A, in addition to all of the foregoing  items: (A)
     the written  resignations of the officers and managers of NFPM effective as
     of the Closing Date; (B) an assignment of membership interests, pursuant to
     which  Imagine or Imagine  Sub, as the case may be, is admitted as the sole
     member  of NFPM;  and (C) the  stock  certificate  or  certificates  of MBS
     representing  the MBS Common Shares to be issued to Imagine or Imagine Sub,
     as the case may be, hereunder; and

          (v)  Alternative  Transaction  B.  In the  event  of a  Closing  under
     Alternative  Transaction B, in addition to any of the foregoing  applicable
     items,  the stock  certificate or certificates of MBS  representing the MBS
     Common  Shares to be issued to Imagine or Imagine  Sub, as the case may be,
     hereunder.

2.3      Termination by Parties.

     (a)  Termination  Events of Imagine and Imagine Sub. This  Agreement may be
terminated by Imagine and Imagine Sub, acting together, by notice to MBS and MBS
Sub given prior to or at the Closing, if:

          (i)  The Closing has not occurred on or before the 195th day following
     the Signing Date, unless mutually agreed otherwise by the parties;

                                                                          Page 4

<PAGE>


          (ii) (A) The Termination  Trigger  Condition  under Section  2.2(a)(i)
     hereof has not been  satisfied by the 195th day  following the Signing Date
     or, (B) the Closing Notice has not been received by the 180th day following
     the Signing Date, or (C)  satisfaction  of any of the  Termination  Trigger
     Conditions is or becomes  impossible (other than as a result of some act or
     failure to act by either Imagine or Imagine Sub); or

          (iii)Imagine  and  Imagine  Sub  fail to  receive  any of the  Special
     Closing  Deliveries  at the Closing  (other than as a result of some act or
     failure to act by either Imagine or Imagine Sub).

     (b) Termination Events of MBS and MBS Sub. This Agreement may be terminated
by MBS and MBS Sub, acting together,  by notice to Imagine and Imagine Sub given
prior to or at the  Closing,  if the Closing  has not  occurred on or before the
195th day following the Signing Date,  unless mutually  agreed  otherwise by the
parties.

     (c)  Effect of  Termination.  The rights of the parties to terminate  under
Section 2.3(a) or Section 2.3(b) hereof,  as the case may be, are in addition to
any other  rights  they may have  under this  Agreement  or  otherwise,  and the
exercise of a right of termination will not be an election of remedies.  If this
Agreement is terminated pursuant to either Section 2.3(a) or Section 2.3(b), all
further  obligations of the parties under this Agreement will terminate,  except
that the obligations in Section 9.2(c), Section 9.2(d), Section 13.2 and Section
13.9 of this Agreement will survive;  provided,  however, that if this Agreement
is  terminated  by Imagine and Imagine Sub, on the one hand, or MBS and MBS Sub,
on the other hand, because of the breach of this Agreement by the other party or
because one or more of the  conditions to the  terminating  party's  obligations
under this Agreement are not satisfied as a result of the other party's  failure
to comply with its  obligations  under this Agreement,  the terminating  party's
right to pursue all remedies will survive such termination unimpaired.

                                  ARTICLE III.
                       ALTERNATIVE TRANSACTION STRUCTURES
                       ----------------------------------

3.1      Determination of Alternative Transaction Structure.

     (a)  Imagine and Imagine Sub Entitled to  Terminate.  In the event  Imagine
and Imagine Sub are entitled to  terminate  this  Agreement  pursuant to Section
2.3(a) hereof, but elect not to for whatever reason, as determined in their sole
discretion,  Imagine and Imagine Sub, acting together, shall make an election to
close under the terms and conditions of Alternative Transaction A or Alternative
Transaction B, by giving MBS and MBS Sub notice thereof (the "Election  Notice")
(i) within five days after receiving the Closing Notice from MBS and MBS Sub, or
(ii) at any other time on or prior to the Closing Date.

     (b)  Imagine  and  Imagine  Sub Not  Entitled  to  Terminate.  In the event
Imagine and Imagine Sub are not entitled to terminate this Agreement pursuant to
Section  2.3(a)  hereof,  but for whatever  reason,  as determined in their sole
discretion,  do not want to close under the terms and  conditions of Alternative
Transaction A, Imagine and Imagine Sub, acting together,  shall give MBS and MBS
Sub notice  thereof (the  "Alternative  Transaction B Notice") no less than five
days after  receiving  the  Closing  Notice.  Imagine  and  Imagine Sub shall be
obligated to close under the terms and conditions of  Alternative  Transaction A
if they fail to timely give the Alternative Transaction B Notice.

                                                                          Page 5

<PAGE>


3.2 Terms and Conditions of Alternative  Transaction  Structures.  The terms and
conditions  of  Alternative  Transaction  A are set forth in  Article IV of this
Agreement  ("Alternative  Transaction  A"),  and the  terms  and  conditions  of
Alternative  Transaction  B  are  set  forth  in  Article  V of  this  Agreement
("Alternative Transaction B"). In addition to the terms and conditions set forth
in those Articles for each transaction structure, the parties shall be obligated
to comply with their other obligations under this Agreement,  but the failure to
comply will not result in any party having a right to terminate this  Agreement,
except for the  limited  termination  rights of Imagine  and  Imagine  Sub under
Section   2.3(a)   hereof,   and  MBS  and  MBS  under  Section  2.3(b)  hereof.
Notwithstanding the provisions of Article XII, the failure of any of the parties
to make the  deliveries at Closing  required  thereby (other than those required
under  Section  2.2(b)  hereof)  shall not affect the  Closing or give any other
party the right to terminate this Agreement.

                                  ARTICLE IV.
                            ALTERNATIVE TRANSACTION A
                            -------------------------

     A Closing that occurs  under  Alternative  Transaction  A shall be upon and
subject to the following terms and conditions:

4.1 Exchanges,  Transfers and Issuances.  At the Effective Time, in exchange for
the Imagine  Exchanged  Assets,  (a) MBS will issue 4,500,000  shares of the MBS
Common  Shares  to  Imagine  or  Imagine  Sub,  as the case may be  (subject  to
appropriate  adjustment  for any  reclassification,  stock split,  reverse stock
split,  stock dividend,  or other similar change in the capital structure of MBS
becoming  effective  between the Signing Date and Closing Date), and (b) MBS Sub
will  transfer,  convey and assign the NFPM  Membership  Interests to Imagine or
Imagine Sub, as the case may be.

4.2 Transfers  Prior to Closing.  At the request of and in  accordance  with the
instructions  given by Imagine or Imagine  Sub,  MBS and MBS Sub shall,  for the
purposes of and at any time prior to the Closing,  transfer, assign and delegate
between themselves all or any portion of their respective rights and obligations
under  or with  respect  to the  MBS  Common  Shares  and  the  NFPM  Membership
Interests. Each of MBS and MBS Sub acknowledge that Imagine and Imagine Sub also
may, for the purposes of and at any time prior to the Closing,  transfer, assign
and delegate between  themselves all or any portion of their  respective  rights
and obligations under or with respect to any of the Imagine Exchanged Assets.

4.3  Exchange,  Transfer  and  Issuance  Procedures.  To effect  the  exchanges,
transfers and issuances of debt and equity described in Section 4.1 hereof,  (a)
MBS and MBS Sub will  deliver to Imagine  and  Imagine  Sub at the  Closing  the
various  certificates,  instruments  and documents  identified or referred to in
Section 2.2(b) and Section 12.1(a) hereof,  and (b) Imagine and Imagine Sub will
deliver to MBS and MBS Sub at the Closing the various certificates,  instruments
and documents identified or referred to in Section 12.3(a) hereof.

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4.4 Establishment of Holdback Fund.  Notwithstanding  any other provision hereof
to the  contrary,  at the Closing,  an aggregate of 2,000,000  shares out of the
4,500,000 shares of MBS Common Shares to be issued to Imagine or Imagine Sub, as
the case may be,  pursuant to Section 4.1 hereof (the  "Holdback  Shares") shall
not be issued to Imagine or Imagine  Sub, as the case may be, but instead  shall
be delivered to, and directly  deposited  with,  any person  willing to serve as
escrow  agent that is  acceptable  to Imagine  and  Imagine  Sub,  in their sole
discretion,  including without limitation,  any of Imagine,  Imagine Sub, or any
other their  respective  Affiliates or  Subsidiaries  (the "Escrow  Agent"),  in
escrow for the account and future  potential  benefit of Imagine or Imagine Sub,
as the case may be. The stock certificate representing the Holdback Shares shall
be registered as follows:  "[Escrow Agent], f/b/o Imagine  Investments,  Inc. or
XHI2, Inc." All the Holdback Shares delivered to the Escrow Agent, together with
all  subsequent  dividends  or  distributions  (whether  cash,  stock,  or other
property) with respect to such shares (the "Additional  Shares"),  shall be held
in escrow and while  deposited  with the  Escrow  Agent are  referred  to herein
collectively as the "Holdback  Fund". The Holdback Fund shall held by the Escrow
Agent subject to the  provisions  of an Escrow  Agreement,  which  addresses the
release of the Holdback Fund in a manner  consistent with the obligations of the
parties  under the other  provisions  of this  Agreement,  requires  Imagine and
Imagine Sub to execute and  deposit  with the Escrow  Agent at least three stock
powers,  duly  executed  in blank for  transfer  of the  Holdback  Shares on the
records of MBS, and that otherwise is in a mutually agreeable form and substance
(the "Escrow Agreement").

4.5 Post-Closing Transaction Consideration Adjustment; Release of Holdback Fund.

     (a)  Trigger Event; Sale of NFPM. To the extent that a sale of all the NFPM
Membership  Interests is  consummated by Imagine or Imagine Sub, as the case may
be, within 180 days  following the Closing Date,  Imagine or Imagine Sub, as the
case may be,  shall  either be entitled to retain or  obligated to return to MBS
all or that certain number of the Holdback Shares,  together with any Additional
Shares  related  thereto,  in the Holdback  Fund, as determined  pursuant to the
following provisions:

          (i)  In the event the Net Sales Proceeds (as defined in Section 4.5(c)
     hereof) equal or exceed $5,400,000, Imagine or Imagine Sub, as the case may
     be,  shall  be  obligated  to  return  to MBS all of the  Holdback  Shares,
     together with any Additional Shares related thereto, in the Holdback Fund.

          (ii) In the  event the Net  Sales  Proceeds  are equal to or less than
     $4,320,000.99,  Imagine  or  Imagine  Sub,  as the  case  may be,  shall be
     entitled to retain all of the Holdback Shares, together with any Additional
     Shares related thereto, in the Holdback Fund.

          (iii)In  the  event  the  Net  Sales   Proceeds   are   greater   than
     $4,320,000.99,  but less than  $5,400,000,  Imagine or Imagine  Sub, as the
     case may be, shall be entitled to retain the number of Holdback Shares, and
     Imagine or Imagine Sub, as the case may be, shall be obligated to return to
     MBS all of the  other  Holdback  Shares,  in each  case  together  with any
     Additional Shares related thereto in the Holdback Fund, as determined based
     on the following schedule:

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<PAGE>


                                                  Number of Holdback
                                            Shares Imagine or Imagine Sub
Net Sales Proceeds                   Entitled to Retain    Obligated to Return
------------------                   ------------------    -------------------

From $4,320,001 to $4,440,000.99           1,800,000               200,000
From $4,440,001 to $4,560,000.99           1,600,000               400,000
From $4,560,001 to $4,680,000.99           1,400,000               600,000
From $4,680,001 to $4,800,000.99           1,200,000               800,000
From $4,800,001 to $4,920,000.99           1,000,000             1,000,000
From $4,920,001 to $5,040,000.99             800,000             1,200,000
From $5,040,001 to $5,160,000.99             600,000             1,400,000
From $5,160,001 to $5,280,000.99             400,000             1,600,000
From $5,280,001 to $5,399,999.99             200,000             1,800,000

     (b)  50/50 Split of Excess Net Sales Proceeds. To the extent that a sale of
all the NFPM  Membership  Interests is consummated by Imagine or Imagine Sub, as
the case may be, within 180 days  following the Closing Date, in addition to the
return  of all of the  Holdback  Shares,  together  with any  Additional  Shares
related thereto,  in the Holdback Fund as required by Section 4.5(a) hereof,  in
the event the Net Sales  Proceeds  exceed  $5,400,000,  MBS will be  entitled to
receive,  and Imagine or Imagine  Sub, as the case may be, shall be obligated to
pay to MBS,  an  amount  equal to 50% of the Net  Sales  Proceeds  in  excess of
$5,400,000. Imagine or Imagine Sub, as the case may be, shall pay and deliver to
MBS any amount  due under this  Section  4.5(b) as and within 10  Business  Days
after, Imagine or Imagine Sub, as the case may be, receives any of the Net Sales
Proceeds (whether in a lump sum or installments).

     (c)  Total  Consideration  Adjustment.  Any return of Holdback Shares under
Section  4.5(a)  hereof and any amount paid pursuant to Section  4.5(b)  hereof,
shall be treated as a reduction in the aggregate transaction  consideration paid
by MBS or MBS Sub, as the case may be, and  received by Imagine or Imagine  Sub,
as the case may be, hereunder.

     (d)  Net Sales  Proceeds.  As used in this  Agreement,  the term "Net Sales
Proceeds"  means (i) the  total  consideration  that is  received,  directly  or
indirectly,  by Imagine or Imagine  Sub,  as the case may be, as payment for the
acquisition of all the NFPM Membership Interests by a third party, less (ii) the
sum of (A) all  indebtedness  or other  liabilities  of NFPM not  assumed by the
purchaser, (B) all costs and expenses, including fees of accountants,  attorneys
and other  advisors  incurred by Imagine,  Imagine Sub, or NFPM, as the case may
be, in connection with such  transaction and (C) all fees or commissions paid to
brokers, finders, or investment bankers in connection with such transaction.

4.6  Valuation  of  Transaction  Consideration.  Within  60 days  following  the
Signing  Date,  Imagine  shall prepare and deliver to MBS and MBS Sub a schedule
(the "Valuation/Allocation  Schedule [Alternative Transaction A]") setting forth
Imagine's  proposed relative fair market values and allocations of the aggregate
transaction  consideration among the Imagine Exchanged Assets, MBS Common Shares
and NFPM Membership  Interests  involved in the Transaction for accounting,  Tax
and all other  purposes  (which shall not be in  violation  of MBS'  obligations
under  applicable  provisions  of the Colorado  Act),  assuming that the Closing
would  occur  under  Alternative  Transaction  A. In the  event  MBS and MBS Sub
disagree with the Valuation/Allocation  Schedule [Alternative Transaction A], or
any part thereof,  based solely on the good faith belief that Imagine's proposed
valuation and  allocation  (i) will not be as favorable to MBS or MBS Sub from a
Tax standpoint as an alternative valuation and allocation,  or (ii) will violate

                                                                           Pge 8

<PAGE>

applicable  provisions  of the Colorado Act, MBS and MBS Sub,  acting  together,
shall give Imagine  notice,  within 15 days after the date on which the first of
MBS  and  MBS  Sub  received  the  Valuation/Allocation   Schedule  [Alternative
Transaction A], proposing the alternative  valuation and allocation preferred by
MBS and MBS Sub from a Tax  standpoint or under the Colorado Act. If MBS and MBS
Sub do not give  notice  within  such 15-day  period,  the  Valuation/Allocation
Schedule  [Alternative  Transaction A] as proposed by Imagine shall become final
and  binding on MBS and MBS Sub.  In the event the  parties  are unable to reach
agreement by  negotiating in good faith within 30 days after Imagine and Imagine
Sub receive MBS and MBS Sub's proposed alternative valuation and allocation, the
disagreement  shall be  resolved as soon as  practicable  by the  mediation  and
binding   arbitration   provisions   in   Section   13.9   hereof.   The   final
Valuation/Allocation  Schedule [Alternative Transaction A] shall be initialed by
the parties and attached hereto as Schedule 4.6 at the Closing.  Unless mutually
agreed  otherwise,  no party  will take any  position  on any Tax  Return,  upon
examination  or audit of any Tax  Return,  in any  claim  for a Tax  refund,  or
otherwise that is consistent  with the valuations and  allocations  set forth on
Schedule  4.6.  Prior  to  the  Closing,   the   Valuation/Allocation   Schedule
[Alternative  Transaction A] will be updated to the Closing Date as necessary to
reflect any payments on any of the Imagine  Exchanged  Assets and any additional
interest or dividends  accruing  between the date such  schedule is prepared and
the Closing Date using the same  methodology  followed in preparing  the initial
Schedule 4.6.

                                   ARTICLE V.
                            ALTERNATIVE TRANSACTION B
                            -------------------------

     A Closing that occurs  under  Alternative  Transaction  B shall be upon and
subject to the following terms and conditions:

5.1  Exchanges,  Transfers and Issuances. At the Effective Time, in exchange for
the Imagine Exchanged Assets,  MBS will issue 9,000,000 shares of the MBS Common
Shares to Imagine or Imagine  Sub, as the case may be  (subject  to  appropriate
adjustment for any  reclassification,  stock split,  reverse stock split,  stock
dividend,  or other  similar  change in the capital  structure  of MBS  becoming
effective between the Signing Date and Closing Date).

5.2  Transfers  Prior to Closing.  At the request of and in accordance  with the
instructions  given by Imagine or Imagine  Sub,  MBS and MBS Sub shall,  for the
purposes of and at any time prior to the Closing,  transfer, assign and delegate
between themselves all or any portion of their respective rights and obligations
under  or with  respect  to the  MBS  Common  Shares  and  the  NFPM  Membership
Interests. Each of MBS and MBS Sub acknowledge that Imagine and Imagine Sub also
may, for the purposes of and at any time prior to the Closing,  transfer, assign
and delegate between  themselves all or any portion of their  respective  rights
and obligations under or with respect to any of the Imagine Exchanged Assets.

5.3  Exchange,  Transfer  and  Issuance  Procedures.  To effect  the  exchanges,
transfers and issuances of debt and equity described in Section 5.1 hereof,  (a)
MBS and MBS Sub will  deliver to Imagine  and  Imagine  Sub at the  Closing  the
various  certificates,  instruments  and documents  identified or referred to in
Section 2.2(b) and Section 12.1(b) hereof,  and (b) Imagine and Imagine Sub will
deliver to MBS and MBS Sub at the Closing the various certificates,  instruments
and documents identified or referred to in Section 12.3(b) hereof.

                                                                          Page 9

<PAGE>


5.4  Valuation  of  Transaction  Consideration.  Within  60 days  following  the
Signing  Date,  Imagine  shall prepare and deliver to MBS and MBS Sub a schedule
(the "Valuation/Allocation  Schedule [Alternative Transaction B]") setting forth
Imagine's  proposed relative fair market values and allocations of the aggregate
transaction  consideration  among the  Imagine  Exchanged  Assets and MBS Common
Shares involved in the  Transaction  for accounting,  Tax and all other purposes
(which shall not be in violation of MBS' obligations under applicable provisions
of the Colorado Act),,  assuming that the Closing would occur under  Alternative
Transaction   B.   In  the   event   MBS  and  MBS   Sub   disagree   with   the
Valuation/Allocation  Schedule [Alternative Transaction B], or any part thereof,
based  solely on the good faith belief that  Imagine's  proposed  valuation  and
allocation  (i) will not be as favorable to MBS or MBS Sub from a Tax standpoint
as an  alternative  valuation and  allocation,  or (ii) will violate  applicable
provisions of the Colorado  Act, MBS and MBS Sub,  acting  together,  shall give
Imagine notice,  within 15 days after the date on which the first of MBS and MBS
Sub received the  Valuation/Allocation  Schedule  [Alternative  Transaction  B],
proposing the alternative  valuation and allocation preferred by MBS and MBS Sub
from a Tax  standpoint or under the Colorado Act. If MBS and MBS Sub do not give
notice within such 15-day period, the Valuation/Allocation Schedule [Alternative
Transaction  B] as proposed by Imagine shall become final and binding on MBS and
MBS Sub. In the event the parties are unable to reach  agreement by  negotiating
in good faith  within 30 days after  Imagine and Imagine Sub receive MBS and MBS
Sub's proposed alternative  valuation and allocation,  the disagreement shall be
resolved  as  soon as  practicable  by the  mediation  and  binding  arbitration
provisions  in Section  13.9  hereof.  The final  Valuation/Allocation  Schedule
[Alternative  Transaction  B] shall be  initialed  by the parties  and  attached
hereto as Schedule 5.4 at the Closing.  Unless  mutually  agreed  otherwise,  no
party will take any position on any Tax Return, upon examination or audit of any
Tax Return,  in any claim for a Tax refund, or otherwise that is consistent with
the valuations and  allocations set forth on Schedule 5.4. Prior to the Closing,
the Valuation/Allocation Schedule [Alternative Transaction B] will be updated to
the Closing  Date as  necessary  to reflect  any  payments on any of the Imagine
Exchanged Assets and any additional  interest or dividends  accruing between the
date such  schedule is prepared and the Closing Date using the same  methodology
followed in preparing the initial Schedule 5.4.

                                  ARTICLE VI.
                REPRESENTATIONS AND WARRANTIES OF MBS AND MBS SUB
                -------------------------------------------------


     MBS and MBS Sub hereby,  jointly and  severally,  represent  and warrant to
Imagine and Imagine Sub that,  except as  disclosed in the  disclosure  schedule
attached  hereto,  which shall be arranged in  paragraphs  corresponding  to the
numbered and lettered sections of this Article VI (the "MBS/MBS Sub Signing Date
Disclosure Schedule"),  each of the following statements is true and accurate in
all  respects on the Signing Date and will be true and accurate on and as of the
Closing Date:


                         REPRESENTATIONS AND WARRANTIES
                         ------------------------------
                            REGARDING MBS AND MBS SUB
                            -------------------------

                                                                         Page 10

<PAGE>


6.1  Organization  and  Qualification  of MBS and MBS Sub. MBS is a  corporation
duly  organized,  validly  existing and in good  standing  under the laws of the
State of  Colorado.  MBS Sub is a  limited  liability  company  duly  organized,
validly  existing and in good standing  under the laws of the State of Arkansas.
Each of MBS and MBS Sub has all requisite  power and authority to own, lease and
operate  its assets and  properties  and to carry on its  business  as it is now
being  conducted  and is duly  qualified  and in good standing to do business in
each  jurisdiction  in which the nature of the  business  conducted by it or the
ownership  or  leasing  of its assets or  properties  makes  such  qualification
necessary,  other than where the  failure  to be so duly  qualified  and in good
standing  could not  reasonably be expected to materially  adversely  affect the
ability of MBS or MBS Sub to close the Transaction or of Imagine and Imagine Sub
to  receive  the  title  to any of the MBS  Common  Shares  or  NFPM  Membership
Interests required hereunder.

6.2  Authority of MBS and MBS Sub. Each of MBS and MBS Sub has full power, legal
right,  capacity and  authority to execute and deliver  this  Agreement  and the
other  Transaction  Documents  to  which  it  is a  party  and  to  perform  its
obligations under this Agreement and the other Transaction Documents to which it
is a party.  The execution and delivery of this Agreement by each of MBS and MBS
Sub and the performance by each of MBS and MBS Sub of its obligations hereunder,
including the consummation of the Transaction,  have been duly authorized by all
necessary corporate or limited liability company, as the case may be, action and
no other corporate or limited liability company, as the case may be, proceedings
on the  part of  either  of MBS or MBS  Sub  are  necessary  to  authorize  this
Agreement or to consummate the  Transaction,  except for obtaining the Requisite
MBS Approval  (other than of the  directors,  which has been  obtained)  and the
Requisite  MBS  Sub  Approval  (other  than  of the  managers,  which  has  been
obtained).  Each of this Agreement and the other Transaction  Documents to which
either  of MBS or MBS Sub is a party has been,  or upon  Closing  will then have
been,  duly  executed  and  delivered  by  such  party  and,  assuming  the  due
authorization,  execution  and delivery  hereof and thereof by the other parties
hereto and thereto,  constitutes,  or will upon Closing  constitute,  the legal,
valid and binding obligation of such party, enforceable against it in accordance
with its  terms.  Each of MBS and MBS Sub will take,  or cause to be taken,  all
action necessary to consummate the Transaction.

6.3  Capitalization of MBS and MBS Sub.

     (a)  The MBSS Common  Shares to be issued to Imagine or Imagine Sub, as the
case may be, pursuant to this Agreement will be duly authorized, validly issued,
fully paid and nonassessable,  and free of and clear of all Liens and preemptive
or similar rights in favor of any other person.

     (b)  There are no voting  trusts or other  Contracts to which any of MBS or
MBS Sub is a party with respect to the voting of the capital  stock,  membership
interests, or other equity interests of any of MBS or MBS Sub.

6.4  No Conflict; Required Filings and Consents for MBS or MBS Sub.

                                                                         Page 11
<PAGE>


     (a)  The  execution  and delivery of this  Agreement by each of MBS and MBS
Sub does not, and the performance by each of MBS and MBS Sub of their respective
obligations  hereunder,  including  consummation of the  Transaction,  will not,
require  either of MBS or MBS Sub to obtain any  Consent or order of, or to make
any filing with or notification to, any Governmental  Entity, other than filings
under  the  Securities  Act,  Exchange  Act,  or as  required  by  the  National
Association of Securities Dealers,  Inc. ("NASD"),  and except where the failure
to obtain such  Consents  or orders,  or to make such  filings or  notifications
could not reasonably be expected to cause a MBS/MBS Sub Material  Adverse Effect
or to  prevent  the  any of  MBS  or MBS  Sub  from  performing  its  respective
obligations under this Agreement.

     (b)  Assuming that all Consents  contemplated  by the exceptions to Section
6.4(a)  hereof  are  obtained  or made,  as the case may be, the  execution  and
delivery  of this  Agreement  by each of MBS  and  MBS  Sub  does  not,  and the
performance  by  each  of MBS  and  MBS  Sub  of  their  respective  obligations
hereunder, including consummation of the Transaction, will not (i) conflict with
or violate the MBS Organizational Documents or MBS Sub Organizational Documents,
(ii) conflict with or violate any applicable Legal Requirement, or any judgment,
order, or decree applicable to either of MBS or MBS Sub or by or to which any of
their  respective  assets or properties is bound or subject,  or (iii) result in
any breach of or  constitute a default (or an event that with notice or lapse of
time or both  would  become a  default)  under,  or give to others any rights of
termination,  amendment,  acceleration,  or cancellation  of, or require payment
under, or result in the creation of a Lien on any of the assets or properties of
any of MBS or MBS Sub pursuant to, any Contract or Governmental Authorization to
which  any of MBS or MBS Sub is a party or by or to which  any of MBS or MBS Sub
or any of their respective assets or properties is bound or subject.

                  REPRESENTATIONS AND WARRANTIES REGARDING NFPM
                  ---------------------------------------------

6.5  Organization and Qualification of NFPM. NFPM is a limited liability company
duly  organized,  validly  existing and in good  standing  under the laws of the
State of Arkansas.  NFPM has all requisite power and authority to own, lease and
operate  its assets and  properties  and to carry on its  business  as it is now
being conducted and is duly qualified and in good standing to do business in the
State of Florida and each other jurisdiction in which the nature of the business
conducted by it or the  ownership or leasing of its assets or  properties  makes
such  qualification  necessary,  other  than  where  the  failure  to be so duly
qualified and in good standing  could not  reasonably be expected to have a NFPM
Material  Adverse  Effect.  NFPM does not have any  Subsidiaries  or own capital
stock or any other  equity  interests  of any  corporation,  partnership,  joint
venture, limited liability company or other person.

6.6  Organizational Documents of NFPM. MBS and MBS Sub have delivered to Imagine
and Imagine Sub true,  accurate and complete  copies of the NFPM  Organizational
Documents,  each as amended  through and in effect on the Signing Date.  NFPM is
not in breach,  default, or other violation of any of the provisions of its NFPM
Organizational  Documents.  To the  knowledge  of MBS or MBS  Sub,  no  officer,
manager,  or other  person is in breach,  default,  or  violation  of any of the
provisions of the NFPM  Organizational  Documents.  The officers and managers of
NFPM in office on the Signing  Date,  and the title and term of office  thereof,
are listed in Section 6.6 of the MBS/MBS Sub Signing Date  Disclosure  Schedule,
and each  such  officer  and  manager  was duly  elected  or  appointed  in full
compliance  with the NFPM  Organizational  Documents  and any  applicable  Legal
Requirements.

6.7  Capitalization of NFPM.

                                                                         Page 12

<PAGE>


     (a)  The  authorized  equity  interests  of MBS Sub consist of one class of
membership  interests.  All  100%  of  the  issued  and  outstanding  membership
interests of NFPM are owned and held legally of record and  beneficially  by MBS
Sub.

     (b)  All  of the  issued  membership  interests  of  NFPM  have  been  duly
authorized,  validly issued and fully paid and nonassessable,  and have not been
issued in violation of the Securities Act or any similar Legal Requirements,  or
in violation of (nor are any of the authorized  equity interests of NFPM subject
to) any preemptive or similar rights created by applicable Legal Requirements or
the NFPM Organizational  Documents, or any agreement to which NFPM is a party or
is bound,  and all such issued  membership  interests of NFPM are owned free and
clear of all Liens,  other than any such  restrictions  on transfer set forth in
the Operating Agreement.

     (c)  The NFPM Membership  Interests to be transferred to Imagine or Imagine
Sub, as the case may be,  pursuant to this  Agreement  will be duly  authorized,
validly issued, fully paid and nonassessable, and free of and clear of all Liens
and preemptive or similar rights in favor of any third party.

     (d)  There are no voting trusts or other Contracts to which any of MBS, MBS
Sub, or NFPM is a party with respect to the voting of the  membership  interests
of NFPM.

     (e)  No bonds, debentures,  notes, or other indebtedness of NFPM having the
right to vote (or  convertible  into or  exchangeable  or exercisable for equity
interests  having the right to vote) on any matters on which members of NFPM may
vote (the "NFPM Voting Debt") are issued or outstanding.

     (f)  Other than  pursuant to the  provisions  of the  Operating  Agreement,
there are no options,  warrants or other rights (including,  but not limited to,
registration rights),  agreements,  arrangements or commitments of any character
to which NFPM is a party relating to the issued or unissued membership interests
or other equity  interests of NFPM or obligating  NFPM to grant,  issue, or sell
any membership interests, NFPM Voting Debt, or other equity interests of NFPM.

     (g)  There are no  obligations,  contingent  or  otherwise,  of NFPM (i) to
repurchase,  redeem,  or  otherwise  acquire any  membership  interests or other
equity  interests  of  NFPM,  or (ii)  (other  than  advances  to  wholly  owned
Subsidiaries,  if any, in the ordinary  course of business) to provide funds to,
or to make any investment in (in the form of a loan,  capital  contribution,  or
otherwise),  or to provide any guarantee with respect to the obligations of, any
Subsidiary of NFPM or any other person.

     (h)  NFPM (i) does not directly or  indirectly  own, (ii) has not agreed to
purchase or otherwise acquire,  and (iii) does not hold any interest convertible
into or  exchangeable  or  exercisable  for, any  membership  interests or other
equity  interest  of  any  corporation,   partnership,  joint  venture,  limited
liability company, or other person.

                                                                         Page 13

<PAGE>


     (i)  Except  for  any   Contracts   between   NFPM  and  its  wholly  owned
Subsidiaries,  if any, or between such wholly owned  Subsidiaries,  there are no
Contracts  of any  character  (contingent  or  otherwise)  pursuant to which any
person is or may be entitled to receive any payment  based on, or  calculated in
accordance with, the revenues or earnings of NFPM or any of its Subsidiaries.

     (j)  There are no voting trusts,  proxies, or other Contracts to which NFPM
is a party or by which NFPM is bound with respect to the voting of any shares of
capital stock or other equity interests of NFPM.


                                  ARTICLE VII.
            REPRESENTATIONS AND WARRANTIES OF IMAGINE AND IMAGINE SUB
            ---------------------------------------------------------

     Imagine  and  Imagine Sub hereby,  jointly  and  severally,  represent  and
warrant to MBS and MBS Sub that, except as disclosed in the disclosure  schedule
attached  hereto,  which shall be arranged in  paragraphs  corresponding  to the
numbered and lettered  sections of this  Article VII (the  "Imagine/Imagine  Sub
Signing Date Disclosure Schedule"), each of the following statements is true and
accurate in all  respects on the Signing  Date and will be true and  accurate on
and as of the Closing Date:

7.1  Organization  and  Qualification  of Imagine and Imagine Sub.  Imagine is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware.  Imagine Sub is a corporation duly organized,  validly
existing and in good standing  under the laws of the State of Delaware.  Each of
Imagine and Imagine Sub has all requisite  power and authority to own, lease and
operate  its assets and  properties  and to carry on its  business  as it is now
being  conducted  and is duly  qualified  and in good standing to do business in
each  jurisdiction  in which the nature of the  business  conducted by it or the
ownership  or  leasing  of its assets or  properties  makes  such  qualification
necessary,  other than where the  failure  to be so duly  qualified  and in good
standing could not reasonably be expected to have a Imagine/Imagine Sub Material
Adverse Effect.  Imagine and Imagine Sub have delivered to MBS and MBS Sub true,
accurate and complete  copies of the  Articles of  Incorporation  and Bylaws (or
equivalent organizational documents) of each of Imagine and Imagine Sub, each as
amended through and in effect on the Signing Date.

7.2  Authority of Imagine and Imagine  Sub.  Each of Imagine and Imagine Sub has
full power,  legal  right,  capacity  and  authority to execute and deliver this
Agreement  and the  other  Transaction  Documents  to which it is a party and to
perform its obligations under this Agreement and the other Transaction Documents
to which it is a party.  The execution and delivery of this Agreement by each of
Imagine and Imagine Sub and the  performance  by each of Imagine and Imagine Sub
of its obligations  hereunder,  including the  consummation of the  Transaction,
have  been  duly  authorized  by all  necessary  corporate  action  and no other
corporate  proceedings  on the part of  either of  Imagine  or  Imagine  Sub are
necessary to authorize this Agreement or to consummate the Transaction.  Each of
this Agreement and the other Transaction Documents to which either of Imagine or
Imagine  Sub is a party has been,  or upon  Closing  will then have  been,  duly
executed  and  delivered  by such party  and,  assuming  the due  authorization,
execution  and  delivery  hereof  and  thereof by the other  parties  hereto and
thereto,  constitutes,  or will upon Closing  constitute,  the legal,  valid and
binding obligation of such party,  enforceable against it in accordance with its
terms.  Each of Imagine  and Imagine  Sub will take,  or cause to be taken,  all
action necessary to consummate the Transaction.

                                                                         Page 14

<PAGE>


7.3  Certain Securities Law Matters for Imagine and Imagine Sub.

     (a)  Each of Imagine and Imagine Sub,  either  alone or with his  purchaser
representative  as defined in Rule 501(h) under the Securities  Act, if any, has
substantial   experience  in  evaluating  and  investing  in  private  placement
transactions so that such party is capable of evaluating the merits and risks of
its  investment  in the MBS Common  Shares.  Each of Imagine and Imagine Sub, by
reason of such party's  business or financial  experience,  either alone or with
its purchaser  representative,  if any, has the capacity to protect such party's
own  interests  in  connection  with his  acquisition  of the MBS Common  Shares
hereunder.  Each of Imagine or Imagine Sub who has  designated  itself (i) as an
"accredited  investor" on the signature page hereto is an "accredited  investor"
as defined in Rule 501 of  Regulation D promulgated  pursuant to the  Securities
Act or (ii) as a "nonaccredited  investor" is not an "accredited  investor" and,
either  alone or with its  purchaser  representative,  has  such  knowledge  and
experience  in financial  and business  matters that it is capable of evaluating
the merits and risks of the  Transaction.  MBS has provided  each of Imagine and
Imagine Sub or its purchaser representative,  if any, with copies of the MBS SEC
Reports.  Each of Imagine and Imagine Sub, or its purchaser  representative,  if
any,  is  familiar  with  the  business  and  financial  condition,  properties,
operations  and  prospects  of MBS and has had an  opportunity  to discuss  MBS'
business and financial condition, properties, operations and prospects with MBS'
management. Each of Imagine and Imagine Sub, or its purchaser representative, if
any, has also had an  opportunity  to ask  questions  of officers of MBS,  which
questions  were  answered  to such  party's  satisfaction.  Each of Imagine  and
Imagine Sub understands  that such  discussion was intended to describe  certain
aspects of MBS' business and financial condition,  properties,  operations,  and
prospects, but were not a thorough or exhaustive description.

     (b)  Each of Imagine and Imagine Sub understands that the MBS Common Shares
have not been  registered  under the Securities  Act or the  securities  laws of
Texas or any other state and may be "restricted securities" under the applicable
federal securities laws, and that the Securities Act and the rules of the United
States Securities and Exchange  Commission (the "SEC") provide in substance that
such party may dispose of the MBS Common  Shares only  pursuant to an  effective
registration  statement under the Securities Act or an exemption therefrom,  and
each of Imagine and Imagine Sub further  understand that,  except to the limited
extent  provided in this Section  below,  MBS has no  obligation or intention to
register the MBS Common Shares, or to take action so as to permit sales pursuant
to the Securities  Act (including  Rule 144)  thereunder  which permits  limited
resales of shares purchased in a private  placement  subject to the satisfaction
of certain conditions,  including, among other things, the existence of a public
market for the shares,  the  availability of certain current public  information
about the issue,  the resale  occurring not less than one year after a party has
purchased and paid for the security to be sold, the sale being effected  through
a "broker's transaction" or in transactions with a "market maker" and the number
of shares being sold not exceeding specified limitations.  Accordingly,  Imagine
and Imagine Sub understand  that under the SEC's rules,  Imagine and Imagine Sub
may  dispose of the MBS Common  Shares in  transactions,  which are exempt  from
registration under the Securities Act. As a consequence of all of the foregoing,
each of Imagine and Imagine Sub understands  that it must bear the economic risk
of the  investment in the MBS Common  Shares for an  indefinite  period of time.
Each of MBS and MBS Sub understands that a restrictive  legend will be placed on
the certificates representing the MBS Common Shares containing substantially the
following language:

                                                                         Page 15

<PAGE>


THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN REGISTERED UNDER
THE  SECURITIES ACT OF 1933, AS AMENDED  ("ACT") OR THE  SECURITIES  LAWS OF ANY
STATE.  WITHOUT SUCH  REGISTRATION,  THE SECURITIES MAY NOT BE OFFERED FOR SALE,
SOLD,  TRANSFERRED,  ASSIGNED,  DONATED,  PLEDGED,  HYPOTHECATED,  OR  OTHERWISE
DISPOSED OF,  UNLESS A LEGAL  OPINION  ACCEPTABLE  TO THE ISSUER AND ITS COUNSEL
THAT  REGISTRATION  IS NOT  REQUIRED  UNDER  THE  ACT OR  ANY  APPLICABLE  STATE
SECURITIES LAWS IS PROVIDED TO AND APPROVED BY THE ISSUER PRIOR TO ANY ATTEMPTED
DISPOSITION.

     (c)  Notwithstanding the foregoing, MBS agrees that:

          (i)  For so long as and to the extent  necessary to permit Imagine and
Imagine  Sub to  sell  the  MBS  Common  Shares  pursuant  to  Rules  144 or 145
promulgated  under the Securities Act, MBS shall (a) use its best efforts to (x)
file on a timely basis all reports,  data and other  information  required to be
filed  with the SEC by it  pursuant  to the  Exchange  Act,  and (y) to  furnish
Imagine and Imagine Sub upon request a written statement confirming that MBS has
complied with such  reporting  requirements  during the 12 months  preceding any
proposed sale of the MBS Common Shares by either of Imagine or Imagine Sub under
Rules 144 or 145. MBS has filed all reports, data and other information required
to be filed  with the SEC by it under  the  Exchange  Act  during  the 12 months
preceding the Signing Date.

          (ii) The legends set forth on the  certificates  representing  the MBS
Common  Shares shall be removed by delivery of substitute  certificates  without
such legend,  if such legend is not required for purposes of the  Securities Act
or this Agreement.  It is agreed that such restrictive  legends and related stop
orders  will be  removed  if (x) MBS has  received  either a written  opinion of
counsel, which such counsel and opinion shall be reasonably satisfactory to MBS,
or a "no action" letter obtained from the SEC, to the effect that the MBS Common
Shares subject thereto may be transferred  free of the  restrictions  imposed by
Rules 144 or 145, or (y) in the event of a sale of the MBS Common  Shares  which
has been  registered  under the  Securities  Act or made in conformity  with the
provisions of Rules 144 or 145.


                                 ARTICLE VIII.
                          COVENANTS OF MBS AND MBS SUB
                          ----------------------------

8.1  Negative Covenants.  Each of MBS and MBS Sub covenant and agree that, prior
to the Closing Date, it will not:

     (a)  take any action that reasonably could be expected to result in (i) any
of the  representations  and  warranties  of such  party set forth in Article VI
hereof becoming untrue or (ii) any of the conditions set forth in Section 2.2(a)
hereof not being satisfied; or

     (b)  without  obtaining  the prior  written  Consent of Imagine and Imagine
Sub,  as  determined  in their sole  discretion,  enter into any  Contract  with
respect to a Competing  Transaction,  consummate any Competing  Transaction,  or
agree in writing or otherwise to do any of the foregoing. Upon request from time
to time, MBS and MBS Sub will furnish  Imagine and Imagine Sub with a summary of
any negotiations taking place with respect to a Competing Transaction.

                                                                         Page 16

<PAGE>


8.2  Negative  Covenants About MBS. Except as expressly  contemplated  hereby or
otherwise  consented to in writing by Imagine and Imagine Sub,  from the Signing
Date until the Closing Date, MBS will not do any of the following:

     (a)  amend  any of the  material  terms  or  provisions  of the MBS  Common
Shares;

     (b)  knowingly  take any action that would result in the failure of the MBS
Common  Shares to be  eligible  for  trading on the NASDAQ  (OTCBB) or any other
nationally recognized stock market;

     (c)  propose  to  adopt  any  amendments  to any of the MBS  Organizational
Documents  that  would  have  an  adverse  effect  on  the  consummation  of the
Transaction; or

     (d)  agree in writing or otherwise to do any of the foregoing.

                                  ARTICLE IX.
                       ADDITIONAL COVENANTS AND AGREEMENTS
                       -----------------------------------

9.1  Notification of Certain Matters.  Each of MBS and MBS Sub shall give prompt
notice to Imagine and Imagine Sub, orally and in writing, of (i) the occurrence,
or failure to occur, of any event which occurrence or failure would be likely to
cause any  representation  or warranty of the party giving such notice contained
in this  Agreement to be untrue or  inaccurate at any time from the Signing Date
to the Closing Date,  (ii) any material  failure of the party giving such notice
to comply with or satisfy any covenant,  condition,  or agreement to be complied
with or satisfied by such person hereunder  within the time specified  therefor,
and (iii) any change or event  having,  or which,  insofar as can be  reasonably
foreseen,  could have, a material  adverse  effect on the  financial  condition,
results of operations, business, or prospects of any of MBS, MBS Sub, or NFPM.

9.2  Access and Information. Between the Signing Date and the Closing Date:

     (a)  MBS and MBS Sub shall cause NFPM to, (i) afford to Imagine and Imagine
Sub and its officers,  directors,  employees,  accountants,  consultants,  legal
counsel,  agents and other representatives  (collectively,  the "Imagine/Imagine
Sub  Representatives")  access  during  ordinary  business  hours  and at  other
reasonable  times,  upon reasonable  prior notice,  to the officers,  employees,
accountants, agents, properties, offices and other facilities of NFPM and to the
books and records thereof,  and (ii) furnish promptly to Imagine and Imagine Sub
and the  Imagine/Imagine  Sub  Representatives  such information  concerning the
business,  properties,  contracts,  records,  and personnel of NFPM  (including,
without limitation,  financial, operating and other data and information) as may
be reasonably requested,  from time to time, by Imagine,  Imagine Sub, or any of
the Imagine/Imagine Sub Representatives.

                                                                         Page 17

<PAGE>


     (b)  Notwithstanding  the provisions of Section 9.2(a) hereof, none of MBS,
MBS Sub, or NFPM shall be required to grant access or furnish information to any
of Imagine,  Imagine  Sub, or the  Imagine/Imagine  Sub  Representatives  to the
extent that such access or the  furnishing of such  information is prohibited by
applicable  Legal  Requirements  or Contract.  No  investigation  by the parties
hereto  made  heretofore  or  hereafter  shall  affect the  representations  and
warranties of the parties that are contained herein and each such representation
and warranty shall survive such investigation.

     (c)  Each  party  to  this  Agreement  shall  hold  in  confidence  and not
disclose, except on a "need to know" basis to its respective representatives all
nonpublic  information  received  from the other  party to this  Agreement  (the
"Confidential  Information") until such time as such Confidential Information is
otherwise  publicly  available and, if this Agreement is terminated,  each party
will deliver to the other party all documents,  work papers and other  materials
(including copies) obtained by such party or on its behalf from another party as
a result of this Agreement or in connection herewith, whether so obtained before
or after the execution hereof. The foregoing  obligations of confidentiality and
nondisclosure shall be effective for a period of 2 years after such termination;
provided that such obligations of Imagine and Imagine Sub shall terminate at the
Closing.

     (d)  In the event that a party, or anyone to whom it supplies  Confidential
Information,  receives a request to disclose all or any part of the Confidential
Information  under the terms of a  subpoena  or order  issued by a  Governmental
Entity,  the party  agrees  (i) to notify  the other  party  immediately  of the
existence,  terms and  circumstances  surrounding such request,  (ii) to consult
with the other party on the  advisability  of taking legally  available steps to
resist or narrow such  request,  and (iii) if  disclosure  of such  Confidential
Information  is  required  to prevent a party from  being  held in  contempt  or
subject to other  penalty,  to  furnish  only such  portion of the  Confidential
Information  as the  disclosing  party is legally  compelled  to disclose and to
exercise its best efforts to obtain an order or other  reliable  assurance  that
confidential   treatment   will  be  accorded  to  the  disclosed   Confidential
Information.

9.3  Appropriate Action; Consents; Filings.

     (a)  Each of MBS and MBS Sub, on the one hand, and Imagine and Imagine Sub,
on the  other  hand,  shall  use,  and  shall  cause  each of  their  respective
Subsidiaries to use, all reasonable efforts promptly (i) to take, or cause to be
taken,  all  appropriate  action,  and do,  or  cause  to be  done,  all  things
necessary,  proper or advisable under applicable Legal Requirements or otherwise
to  consummate  and make  effective  the  Transaction,  (ii) to obtain  from any
Governmental Entity any Consents or Governmental  Authorizations  required to be
obtained by any of MBS, MBS Sub,  NFPM,  Imagine,  or Imagine Sub, in connection
with the  authorization,  execution,  delivery and performance of this Agreement
and the  consummation of the Transaction,  (iii) to make all necessary  filings,
and  thereafter  make any  other  required  submissions,  with  respect  to this
Agreement  required  under (A) the  Securities  Act and the Exchange Act and the
rules and  regulations  thereunder,  and any other  applicable  federal or state
securities laws, and (B) any other applicable Legal  Requirement;  provided that
MBS and MBS Sub, on the one hand,  and  Imagine  and  Imagine  Sub, on the other
hand,  shall cooperate with each other in connection with the making of all such
filings, including providing copies of all such documents to the nonfiling party
and its advisors prior to filing and, if requested,  shall accept all reasonable
additions,  deletions or changes suggested in connection therewith.  Each of the
parties shall promptly  furnish all information  required for any application or
other filing to be made pursuant to the rules and  regulations of any applicable
Legal Requirements in connection with the Transaction.

                                                                         Page 18

<PAGE>


     (b)  Each of Imagine and Imagine Sub, on the one hand, and MBS and MBS Sub,
on the other hand,  agree, and MBS shall cause NFPM, to cooperate and to use all
reasonable  efforts to contest  and resist any  action,  including  legislative,
administrative or judicial action,  and to have vacated,  lifted,  reversed,  or
overturned any decree,  judgment,  injunction or other order (whether temporary,
preliminary  or permanent)  (an "Order")  that is in effect and that  restricts,
prevents or prohibits the  consummation of the Transaction,  including,  without
limitation,  by vigorously  pursuing all available avenues of administrative and
judicial  appeal and all  available  legislative  action.  Each of  Imagine  and
Imagine Sub, on the one hand, and MBS and MBS Sub, on the other hand, also agree
to take any and all  reasonable  actions,  including,  without  limitation,  the
disposition  of assets or the  withdrawal  from  doing  business  in  particular
jurisdictions, required by regulatory authorities as a condition to the granting
of  any  approvals   required  in  order  to  permit  the  consummation  of  the
transactions  contemplated  hereby or as may be required to avoid, lift, vacate,
or reverse any  legislative or judicial  action that would  otherwise  cause any
condition to the transactions contemplated hereby not to be satisfied; provided,
however,  that in no event  shall any party take,  or be  required to take,  any
action that could  reasonably be expected to have a MBS/MBS Sub Material Adverse
Effect,  NFPM Material Adverse Effect, or  Imagine/Imagine  Sub Material Adverse
Effect, as the case may be.

     (c)  Each of Imagine and Imagine Sub, on the one hand, and MBS and MBS Sub,
on the other  hand,  agree,  and MBS shall  cause  NFPM,  to give,  any  notices
regarding  the  Transaction  to  third  parties  required  by  applicable  Legal
Requirements or by any Contract to which such person is a party or by which such
person is bound,  and use (and cause such  other  specified  persons to use) all
reasonable efforts to obtain any third party Consents (i) necessary,  proper, or
advisable to consummate  the  Transaction,  (ii)  otherwise  required  under any
Contracts in connection with the consummation of the  transactions  contemplated
hereby, or (iii) required to prevent a MBS/MBS Sub Material Adverse Effect, NFPM
Material Adverse Effect, or Imagine/Imagine  Sub Material Adverse Effect, as the
case may be, from occurring after the Closing Date.

     (d)  If any party shall fail to obtain any third party Consent described in
clause (i) of  Section  9.3 (c)  hereof,  such  party  shall use all  reasonable
efforts,  and shall  take any such  actions  reasonably  requested  by the other
parties, to limit the adverse effect upon any of MBS, MBS Sub, NFPM, Imagine and
Imagine  Sub,  and  their  respective  businesses  resulting,   or  which  could
reasonably  be expected to result  after the Closing  Date,  from the failure to
obtain such Consent.

9.4  Public Announcements. Each of MBS and Imagine shall consult with each other
before issuing any press release or otherwise making any public  statements with
respect to this Agreement or the  Transaction and shall not issue any such press
release or make any such public statement prior to such consultation;  provided,
however, that a party may, without consulting with the other party, issue such a
press release or make such a public  statement if required by  applicable  Legal
Requirements or the rules of the NASDAQ or other national securities exchange if
such party has used  commercially  reasonable  efforts to consult with the other
party but has been unable to do so in a timely manner.

9.5  Information  for Tax Returns.  From and after the Closing,  each of MBS and
MBS Sub shall  cooperate  with  Imagine,  Imagine Sub and NFPM by providing  and
granting  access,  promptly upon request,  to such records,  documents and other
information  regarding  NFPM  as  any of  Imagine,  Imagine  Sub,  or  NFPM  may
reasonably  request from time to time, in  connection  with the  preparation  or
audit of any Tax  Returns of NFPM,  Imagine,  or Imagine  Sub,  and for  audits,
disputes, refund claims, or litigation or other proceedings relating thereto.

9.6  Disclaimer   of  Fiduciary   Obligations.   Without   waiving  any  of  the
representations or warranties made hereunder,  MBS and MBS Sub, on the one hand,
and Imagine and Imagine Sub, on the other hand,  agree that, (a) with respect to
the  Transaction,  each is an independent  party, and (b) each is an experienced
and sophisticated  business person, and is relying on its own representatives in
determining  to enter into and  consummate  the  contemplated  Transaction.  The
relationship  between the parties in the contemplated  transactions as buyer and
seller shall not create fiduciary obligations with respect to each other for the
purposes of the Transaction.

9.7  MBS  Shareholder  Approval.  No later than 150 days  following  the Signing
Date,  MBS shall submit this  Agreement and the  Transaction  for approval of no
less than the number of  shareholders  of MBS, either by written consent or at a
meeting of the  shareholders,  who are required to approve the Transaction under
the  applicable  provisions  of the  Colorado  Act and  the  MBS  Organizational
Documents.  MBS  shall,  through  its  Board  of  Directors,  recommend  to  the
shareholders of MBS approval of this Agreement and the Transaction.

9.8  Supplemental Representations and Warranties. During the 60 days immediately
following  the  Signing  Date,  each of MBS and MBS Sub,  on the one  hand,  and
Imagine and Imagine  Sub, on the other hand,  shall  negotiate in good faith and
prepare a mutually agreed upon amendment to this Agreement (the  "Representation
and  Warranty  Amendment")   supplementing,   but  not  being  a  part  of,  the
representations  and warranties  made by the parties under Article VI or Article
VII hereof,  as the case may be, to include the additional  representations  and
warranties  that are  customarily  made by buyers and sellers in transactions of
this type (the  "Supplemental  Representations  and Warranties").  In connection
with the  Representation  and  Warranty  Amendment,  MBS and MBS Sub, on the one
hand, and Imagine and Imagine Sub, on the other hand, may prepare and deliver to
the other party a disclosure schedule,  arranged in paragraphs  corresponding to
the numbered and lettered sections of the Representation and Warranty Amendment,
disclosing  any necessary  exceptions to the  Supplemental  Representations  and
Warranties, any of which such exceptions shall be subject to the approval of the
other party, in its sole discretion.

9.9  Other Transaction  Documents.  During the 60 days immediately following the
Signing Date,  each of MBS and MBS Sub, on the one hand, and Imagine and Imagine
Sub, on the other  hand,  shall  negotiate  in good faith and prepare the Escrow
Agreement,  Management  Agreement  Physician Agreement and any other Transaction
Documents required hereby.

                                   ARTICLE X.
            NONDISCLOSURE, NONCOMPETION AND NONSOLICITATION COVENANTS
            ---------------------------------------------------------

     MBS and MBS Sub, on the one hand, and Imagine and Imagine Sub, on the other
hand, covenant and agree as follows:

                                                                         Page 20

<PAGE>


10.1 Statement of Enforceability. Each of MBS and MBS Sub acknowledges that this
Article  X is  entered  into in  conjunction  with the sale of a  business  and,
therefore,  is fully  enforceable as written under Tex. Bus. Comm. Code ss.15.50
and  other  applicable  Legal  Requirements.  Each of MBS  and  MBS Sub  further
acknowledge  that the provisions in this Article X are conditions  precedent and
material inducements to Imagine and Imagine Sub entering into this Agreement and
consummating the Transaction.

10.2 Nondisclosure Covenant.

     (a)  Each of MBS and MBS Sub  acknowledges  that it has occupied a position
of trust and  confidence  with NFPM prior to the date of this  Agreement and has
become familiar with the following, any and all of which constitute confidential
information of NFPM (collectively, the "NFPM Confidential Information"): (i) any
and all trade  secrets  concerning  the  business  and affairs of NFPM,  product
specifications,  data, know-how,  formulae,  compositions,  processes,  designs,
sketches,  photographs,  graphs, drawings,  samples, inventions and ideas, past,
current and planned research and development,  current and planned manufacturing
and distribution methods and processes,  customer lists, current and anticipated
customer  requirements,  price lists, market studies,  business plans,  computer
software and programs (including object code and source code), computer software
and database  technologies,  systems,  structures and architectures (and related
processes, formulae, compositions,  improvements, devices, know-how, inventions,
discoveries,  concepts, ideas, designs, methods and information, of NFPM and any
other  information,  however  documented,  of NFPM  that is a  trade  secret  or
proprietary; (ii) any and all information concerning the business and affairs of
NFPM (which includes historical financial statements,  financial projections and
budgets, historical and projected sales, capital spending budgets and plans, the
names and  backgrounds of key personnel,  and personnel  training and techniques
and  materials,  however  documented;  and  (iii) any and all  notes,  analysis,
compilations,  studies,  summaries,  and other material  prepared by or for NFPM
containing  or based,  in whole or in part, on any  information  included in the
foregoing.

     (b)  Each  of MBS and  MBS  Sub  acknowledges  and  agrees  that  all  NFPM
Confidential  Information known or obtained by MBS or MBS Sub, whether before or
after the date of this Agreement,  is the property of NFPM.  Therefore,  each of
MBS and MBS Sub agrees  that such party will not,  at any time,  disclose to any
unauthorized  persons or use for his own account or for the benefit of any third
party any NFPM Confidential Information, whether such party has such information
in its memory or embodied in writing or other physical  form,  without the prior
written  consent of Imagine and Imagine  Sub,  unless and to the extent that the
NFPM Confidential Information is or becomes generally known to and available for
use by the  public  other than as a result of the fault of MBS or MBS Sub or the
fault of any other person bound by a duty of confidentiality to Imagine, Imagine
Sub,  or NFPM.  Each of MBS and MBS Sub agrees to deliver to Imagine and Imagine
Sub at the  Closing,  and at any other time  Imagine or Imagine Sub may request,
all  documents,   memoranda,   notes,  plans,   records,   reports,   and  other
documentation,  models,  components,  devices,  or  computer  software,  whether
embodied  in a disk or in other form (and all  copies of all of the  foregoing),
relating to the  businesses,  operations,  or affairs of NFPM and any other NFPM
Confidential  Information that either of MBS or MBS Sub may then possess or have
under its control.

                                                                         Page 21

<PAGE>


10.3 Noncompetition Covenant.

     (a)  Each of MBS and MBS Sub agrees  that,  during the period  beginning on
the  Closing  Date  and  continuing  for a  period  of 5 years  thereafter  (the
"Restricted  Period"),  it will  not,  and will not  permit  any  Subsidiary  or
Affiliate to, for itself or any other person, directly or indirectly,  either as
an employee,  employer,  independent contractor,  consultant,  agent, principal,
owner, partner, shareholder, member, manager, officer, director, or in any other
individual or representative capacity (collectively, the "Restricted Capacity"),
own, manage, operate, work for, consult with, advise, control, finance, guaranty
the performance of, or otherwise engage or participate in any manner whatsoever,
in any  business  or  other  activities  that in any  manner  whatsoever  are in
competition  with the  business of owning and  operating a medical  practice and
related facilities (the "Restricted Business"),  including,  but not limited to,
by  conducting  or  attempting  to  engage in  business  with or  soliciting  or
diverting  or  attempting  to solicit or divert away from Imagine or Imagine Sub
the business of any of the clients or customers  either of MBS, MBS Sub, or NFPM
had engaged in any of the Restricted  Business with prior to the Closing Date or
which Imagine,  Imagine Sub, or NFPM engages in any of the  Restricted  Business
with during the Restricted Period (the "Restricted  Activity"),  anywhere in the
geographic area of Duvall County, Florida (the "Restricted  Territory"),  except
on behalf of Imagine,  Imagine  Sub, or NFPM in  providing  management  services
pursuant to the Management Agreement.

     (b)  For  purposes of this  Section  10.3,  a person  shall be deemed to be
engaged or  participating  in business or other  activities  "in" the Restricted
Territory,  in addition to other  activities that would constitute being engaged
or  participating  in  business  or other  activities,  if such  person uses any
telecommunication   equipment  or  device  (including   without  limitation  any
telephone,  modem, the Internet,  any intranet or extranet, a cellular telephone
device,  or  any  pager  or  satellite  communication  device)  located  in  the
Restricted  Territory to communicate  with any other person,  whether such other
person is located  inside the  Restricted  Territory  or outside the  Restricted
Territory or any such  equipment  located  outside the  Restricted  Territory to
communicate with any person located inside the Restricted Territory.

     (c)  Notwithstanding  the preceding  restrictions,  Imagine and Imagine Sub
agree that either of MBS or MBS Sub may,  without  violating  the  provisions of
Section  10.3(a)  hereof,  invest in the securities of any  enterprise  (without
otherwise  participating  in the  activities  of such  enterprise)  if (y)  such
securities  are listed on any national or regional  securities  exchange or have
been  registered  under  Section  12(g) of the Exchange Act, and (z) such Seller
does not  beneficially  own (as  defined  by Rule  13d-3  promulgated  under the
Exchange  Act) in  excess of 1% of the  outstanding  equity  securities  of such
enterprise.

                                                                         Page 22

<PAGE>


10.4 Nonsolicitation  Covenant.  Each of MBS and MBS Sub agree that,  during the
Restricted  Period  (except for employment  advertisements  which are placed for
general circulation),  it will not, and will not permit, any of its Subsidiaries
or Affiliates,  for itself or any other person,  to directly or indirectly,  (w)
induce or attempt to induce any former  employee of MBS, MBS Sub, or NFPM in the
Business who is hired by Imagine,  Imagine Sub, or NFPM in  connection  with the
Transaction  to leave the  employ of any of  Imagine,  Imagine  Sub,  or NFPM to
engage or participate in any Restricted Activity,  (x) in any way interfere with
the  relationship  between  any of  Imagine,  Imagine  Sub, or NFPM and any such
employee  of any of them,  (y)  employ,  or  otherwise  engage  as an  employee,
independent  contractor  or otherwise,  any employee of any of Imagine,  Imagine
Sub, or NFPM, or (z) induce or attempt to induce any client, customer, supplier,
vendor, licensee or business relation of any of Imagine, Imagine Sub, or NFPM to
cease  doing  business  with  any of  them,  or in any way  interfere  with  the
relationship  between any  client,  customer,  supplier,  vendor,  licensee,  or
business relation of any of Imagine, Imagine Sub, or NFPM.

10.5 Mutual Nondisparagement Covenant. Neither MBS nor MBS Sub, on the one hand,
or Imagine or Imagine Sub, on the other hand,  will,  or encourage  any of their
respective members, managers, officers,  directors,  employees, or agents to, at
any time during or after the Restricted Period, disparage the other party or any
of its partners, officers, employees, agent, Subsidiaries, or Affiliates.

10.6 Remedies.

     (a)  Injunctive  Remedy.  Each  of MBS and MBS  Sub  acknowledge  that  the
foregoing  restrictions in this Article X (the "Restrictions"),  including those
relating to  geographic  area,  duration and scope of  activity,  in view of the
nature of the business in which Imagine and Imagine Sub have been,  are and will
be engaged,  are  reasonable  and necessary in order to protect the goodwill and
other  legitimate  business  interests  of Imagine and Imagine Sub, and that any
violation  thereof would result in immediate and  irreparable  injury to Imagine
and Imagine Sub,  and each of MBS and MBS Sub,  therefore,  further  acknowledge
that,  in  the  event  it  violates,  or  threatens  to  violate,  any  of  such
Restrictions, Imagine and Imagine Sub shall be entitled to obtain from any court
of competent  jurisdiction,  without the posting of any bond or other  security,
preliminary and permanent  injunctive relief as well as damages and an equitable
accounting  of all  earnings,  profits  and  other  benefits  arising  from such
violation,  which rights shall be cumulative and in addition to any other rights
or  remedies in law or equity to which it may be  entitled.  If either of MBS or
MBS Sub violates any of the Restrictions, the applicable restricted period shall
be tolled from the time of  commencement of the violation until such time as the
violation has been cured to the  satisfaction of Imagine and Imagine Sub. If any
Restrictions,  or any part  thereof,  are  determined  in any  Proceeding  to be
invalid or unenforceable, the remainder of the Restrictions shall not thereby be
affected  and  shall  be  given  full  effect  without  regard  to  the  invalid
provisions.   If  the  Restrictions  should  be  adjudged  unreasonable  in  any
Proceeding,  then the reviewing  Governmental  Entity or other person shall have
the power to reform the Restrictions to the extent reasonably  necessary to make
the  Restrictions  valid  and  enforceable  and,  in  the  modified  form,  such
provisions shall then be enforceable and shall be enforced.

     (b)  Survival.  Notwithstanding  any other provision hereof, the provisions
of this Article X shall survive for the Restricted Period.

                                                                         Page 23

<PAGE>


                                  ARTICLE XI.
                                 INDEMNIFICATION
                                 ---------------

11.1 Survival.  Notwithstanding  any  investigation  made by or on behalf of any
party,  all  representations,  warranties,  covenants and agreements made by the
parties in this Agreement or pursuant hereto (including, without limitation, the
indemnification  obligations  under this Article XI) shall  survive the Closing,
without any  contractual  limitation,  and remain  effective  for a period of 12
months following the Closing Date (the "Indemnification  Period"). Each party is
entitled  to  and  is  hereby  deemed  to  have   reasonably   relied  upon  the
representations and warranties of the other party.

11.2 Indemnification  of Imagine and Imagine Sub.  Subject to the  provisions of
this Article XI, MBS and MBS Sub agree,  jointly and  severally,  to  indemnify,
defend and hold  harmless  each of Imagine  and  Imagine Sub (and NFPM after the
Closing)  and their  respective  predecessors,  successors,  assigns,  officers,
directors, members, managers, stockholders,  employees,  Subsidiaries,  parents,
Affiliates,  partners,  agents,  attorneys,  accountants,   financial  advisers,
representatives and insurers (collectively, the "Imagine/Imagine Sub Indemnified
Parties"),  against and in respect of any losses,  damages (including incidental
and consequential  damages),  deficiencies,  diminutions in value,  liabilities,
actions, suits, claims, proceedings, demands, assessments, judgments, fines, and
reasonable  costs and  expenses  (including,  but not limited to,  attorney  and
expert  witness  fees)  (collectively,  the  "Losses"),  arising  or  resulting,
directly or indirectly, from or in connection with:

     (a)  Any  misrepresentation  or  other  breach  of  any  representation  or
warranty made by any of MBS or MBS Sub in this  Agreement or in any of the other
Transaction Documents (regardless of whether such has been waived);

     (b)  Any failure to perform or other breach of any covenant,  agreement, or
obligation  of any of MBS or MBS Sub in this  Agreement  or in any of the  other
Transaction Documents (regardless of whether such has been waived); or

     (c)  Without limiting the generality of any of the foregoing:

          (i)  Any claims by  shareholders  of MBS or any other  persons  (other
     than Imagine,  Imagine Sub, or any of their respective Affiliates) relating
     to this Agreement or the Transaction.

     The foregoing matters giving rise to the rights of the  Imagine/Imagine Sub
Indemnified  Parties  to  indemnification  hereunder  are  referred  to  as  the
"Imagine/Imagine Sub Claims".

11.3 Indemnification  of MBS and MBS  Sub.  Subject  to the  provisions  of this
Article VIII, each of Imagine and Imagine Sub agree,  jointly and severally,  to
indemnify, defend and hold harmless each of MBS and MBS Sub and their respective
successors,  assigns,  Affiliates,  partners,  agents,  attorneys,  accountants,
financial advisers, representatives and insurers (collectively, the "MBS/MBS Sub
Indemnified  Parties"),  against  and in  respect  of  any  Losses,  arising  or
resulting, directly or indirectly, from or in connection with:

     (a)  Any  misrepresentation  or  other  breach  of  any  representation  or
warranty  made by any of Imagine or Imagine Sub in this  Agreement  or in any of
the other  Transaction  Documents  (regardless of whether such has been waived);
and

                                                                         Page 24

<PAGE>

     (b)  Any failure to perform or other breach of any covenant,  agreement, or
obligation  of any of Imagine or Imagine Sub in this  Agreement or in any of the
other Transaction Documents (regardless of whether such has been waived).

     The  foregoing  matters  giving  rise  to the  rights  of the  MBS/MBS  Sub
Indemnified Parties to indemnification hereunder are referred to as the "MBS/MBS
Sub Claims".

11.4 Procedure for Indemnification; Third Party Claims.

     (a)  After receipt by an Indemnitee  under this Article XI of notice of the
commencement of any Proceeding  against it, such Indemnitee shall, if a claim is
to be  made  against  an  Indemnitor  hereunder,  promptly  give  notice  to the
Indemnitor of the  commencement of such claim (including all documents and other
information which the Indemnitee has with respect  thereto),  but the failure to
notify the Indemnitor  shall not relieve the Indemnitor of any liability that it
may  have  to  any  Indemnitee,   except  to  the  extent  that  the  Indemnitor
demonstrates  that the defense of such action is prejudiced by the  Indemnitee's
failure to give such notice.

     (b)  If any Proceeding  referred to in the preceding  subsection is brought
against an Indemnitee and it gives notice to the Indemnitor of the  commencement
of such  Proceeding,  the  Indemnitor  will be entitled to  participate  in such
Proceeding and, to the extent that it wants (unless (i) the Indemnitor is also a
party to such Proceeding and the Indemnitee  determines in good faith that joint
representation  would be inappropriate,  or (ii) the Indemnitor fails to provide
reasonable  assurance to the Indemnitee of its financial capacity to defend such
Proceeding  and provide  indemnification  with  respect to such  Proceeding)  to
assume  the  defense  of  such  Proceeding  with  counsel  satisfactory  to  the
Indemnitee  and,  after  notice from the  Indemnitor  to the  Indemnitee  of its
election to assume the defense of such  Proceeding,  the Indemnitor will not, as
long as it diligently  conducts such defense,  be liable to the Indemnitee under
this Article XI for any fees of other counsel or any other expenses with respect
to the defense of such  Proceeding,  in each case  subsequently  incurred by the
Indemnitee  in  connection  with the  defense  of such  Proceeding,  other  than
reasonable and necessary costs of investigation.  If the Indemnitor  assumes the
defense of a Proceeding, (i) it will be conclusively established for purposes of
this Agreement  that the claims made in that  Proceeding are within the scope of
and subject to  indemnification  under this  Article XI; (ii) no  compromise  or
settlement  of  such  claims  may be  effected  by the  Indemnitor  without  the
Indemnitee's  consent  unless  (y)  there  is no  finding  or  admission  of any
violation of Legal Requirements or any violation of the rights of any person and
no effect on any other claims that may be made against the  Indemnitee,  and (z)
the  sole  relief  provided  is  monetary  damages  that are paid in full by the
Indemnitor;  (iii) the  Indemnitee  will have no  liability  with respect to any
compromise or settlement of such claims effected  without its consent,  and (iv)
the Indemnitee  shall fully cooperate with the Indemnitor in the defense of such
Proceeding.  If  notice is given to an  Indemnitor  of the  commencement  of any
Proceeding and the Indemnitor  does not, within ten (10) calendar days after the
Indemnitee's  notice is given,  give notice to the Indemnitee of its election to
assume  the  defense of such  Proceeding,  the  Indemnitor  will be bound by any
determination  made in such Proceeding or any compromise or settlement  effected
by the Indemnitee.

                                                                         Page 25

<PAGE>


     (c)  Notwithstanding  the  foregoing,  if an Indemnitee  determines in good
faith that there is a reasonable  probability  that a Proceeding  may  adversely
affect it or its  Affiliates,  other than as a result of  monetary  damages  for
which it  would  be  entitled  to  indemnification  under  this  Agreement,  the
Indemnitee  may,  by notice to the  Indemnitor,  assume the  exclusive  right to
defend,  compromise,  or settle such Proceeding,  but the Indemnitor will not be
bound by any  determination  of a Proceeding  so defended or any  compromise  or
settlement   effected  without  its  consent  (which  may  not  be  unreasonably
withheld).

11.5 Procedure for  Indemnification;  Other Claims. A claim for  indemnification
for any matter not involving a third-party  claim covered by Section 11.4 may be
asserted by the Indemnitee  promptly giving notice to the Indemnitor  requesting
indemnification  and stating in reasonable  detail the nature of such matter and
the amount of Losses claimed  therefor.  The  Indemnitor  shall have 30 calendar
days  after  receiving  such  notice  to  respond.  If  the  Indemnitor  accepts
responsibility  or does not respond  within such 30-day  period,  the Indemnitor
shall pay the  Indemnitee  the full amount of the claim within 10 Business  Days
after  responsibility  therefor is so determined.  If the Indemnitor rejects the
claim for indemnification, and the dispute is not resolved by the Indemnitor and
Indemnitee  within 15 calendar  days,  the  resolution  of the dispute  shall be
determined by the mandatory  mediation and binding  arbitration  provided for in
Section  13.9  hereof.  If it is  determined  after those  Proceedings  that the
Indemnitor is liable for the claim,  it shall pay the Indemnitee the full amount
of the  claim  within 10  Business  Days  after  responsibility  therefor  is so
determined or as otherwise ruled in the Proceeding.

                                  ARTICLE XII.
             DELIVERIES AT CLOSING; POST-CLOSING FURTHER ASSURANCES
             ------------------------------------------------------

12.1 Deliveries by MBS and MBS Sub.

     (a)  Additional Deliveries under Alternative Transaction A. MBS and MBS Sub
shall deliver, or cause to be delivered, to Imagine,  Imagine Sub, or such other
person as required hereby,  at any Closing under  Alternative  Transaction A, in
addition to any other deliveries required under Section 2.2(b) hereof:

          (i)  NFPM's  Certificate.  A  certificate  of the  Secretary (or other
     authorized  limited  liability company manager or officer) of NFPM dated as
     of the  Closing  Date,  upon  which  Imagine  and  Imagine  Sub  may  rely,
     certifying  as true,  accurate and  complete:  (i) a certified  copy of the
     Articles of Organization  (or equivalent  organizational  document) of such
     party  issued  by the  Arkansas  Secretary  of  State;  (ii) a copy  of the
     Operating Agreement (or equivalent  organizational document) of such party;
     and (iii) a certified copy of the Certificate of Foreign  Qualification  of
     such party issued by the Florida  Secretary of State (or other  appropriate
     Governmental Entity).

          (ii) General Closing Certificates.  A certificate of the President and
     Secretary (or other authorized  corporate  officers) of each of MBS and MBS
     Sub,  dated as of the Closing Date,  upon which Imagine and Imagine Sub may
     rely,  certifying that (i) the Supplemental  Representations and Warranties
     made by each of MBS or MBS Sub in or pursuant to this  Agreement  or in any
     of the other  Transaction  Documents  are true and accurate in all material
     respects on and as of the Closing  Date with the same effect as though such
     representations  and  warranties  had been  made or given on and as of such
     date,  and (ii) each of MBS and MBS Sub have  performed and complied in all
     material  respects with all of its obligations under this Agreement and the
     other  Transaction  Documents which are to be performed or complied with by
     it prior to or on the Closing Date.

                                                                         Page 26

<PAGE>


          (iii)Consents.  Copies or other  satisfactory  evidence of the Consent
     of all persons necessary for the consummation of the Transaction.

          (iv) Corporate Documents and Governmental Certificates.

               (A)  A Certificate of  Existence/Good  Standing for MBS issued by
          the  Secretary  of the State of the State of Colorado  dated within 30
          days prior to the Closing Date;

               (B)  A Certificate of Existence/Good  Standing for MBS Sub issued
          by the Secretary of the State of the State of Arkansas dated within 30
          days prior to the Closing Date; and

               (C)  A Certificate of Existence/Good  Standing for NFPM issued by
          the  Secretary  of State of the States of Arkansas  and Florida  dated
          within 30 days prior to the Closing Date.

          (v)  Delivery of  Transaction  Documents.  The  following  Transaction
     Documents executed by MBS, MBS Sub, or NFPM, as the case may be:

               (A)  the Escrow Agreement;

               (B)  a Management  Services  Agreement between MBS and NFPM, in a
          mutually agreed upon form and substance (the "Management Agreement");

               (C)  a Physician Employment Agreement between NFPM and Dr. Ronald
          Dennie,  in a mutually agreed upon form and substance (the "Employment
          Agreement"); and


               (D)  the Representation and Warranty Amendment.

          (vi) Other  Documents.  All other  documents,  instruments,  exhibits,
     schedules,  certificates and lists required by this Agreement and the other
     Transaction  Documents to be delivered or as reasonably  requested by legal
     counsel for Imagine or Imagine Sub.

          (vii)Completion  of  Schedules.   The  Schedules  to  this   Agreement
     identified as to be completed by mutual agreement of the parties, initialed
     and attached prior to Closing.

                                                                         Page 27

<PAGE>


     (b)  Additional Deliveries under Alternative Transaction B. MBS and MBS Sub
shall deliver, or cause to be delivered, to Imagine,  Imagine Sub, or such other
person as required hereby,  at any Closing under  Alternative  Transaction B, in
addition to any other deliveries required under Section 2.2(b) hereof:

          (i)  General Closing Certificates.  A certificate of the President and
     Secretary (or other authorized  corporate  officers) of each of MBS and MBS
     Sub,  dated as of the Closing Date,  upon which Imagine and Imagine Sub may
     rely,  certifying that (i) the Supplemental  Representations and Warranties
     made by each of MBS or MBS Sub in or pursuant to this  Agreement  or in any
     of the other  Transaction  Documents  are true and accurate in all material
     respects on and as of the Closing  Date with the same effect as though such
     representations  and  warranties  had been  made or given on and as of such
     date,  and (ii) each of MBS and MBS Sub have  performed and complied in all
     material  respects with all of its obligations under this Agreement and the
     other  Transaction  Documents which are to be performed or complied with by
     it prior to or on the Closing Date.

          (ii) Consents. Copies or other satisfactory evidence of the Consent of
     all persons necessary for the consummation of the Transaction.

          (iii) Corporate Documents and Governmental Certificates.

               (A)  A Certificate of  Existence/Good  Standing for MBS issued by
          the  Secretary  of the State of the State of Colorado  dated within 30
          days prior to the Closing Date; and

               (B)  A Certificate of Existence/Good  Standing for MBS Sub issued
          by the Secretary of the State of the State of Arkansas dated within 30
          days prior to the Closing Date.

          (iv) Delivery of  Transaction  Documents.  The  following  Transaction
     Documents executed by MBS or MBS Sub, as the case may be:

               (A)  the Representation and Warranty Amendment.

          (v)  Other  Documents.  All other  documents,  instruments,  exhibits,
     schedules,  certificates and lists required by this Agreement and the other
     Transaction  Documents to be delivered or as reasonably  requested by legal
     counsel for Imagine or Imagine Sub.

          (vi) Completion  of  Schedules.   The  Schedules  to  this   Agreement
     identified as to be completed by mutual agreement of the parties, initialed
     and attached prior to Closing.

                                                                         Page 28

<PAGE>


12.2 Further Assurances by MBS and MBS Sub. From time to time after the Closing,
upon the  request of Imagine or Imagine  Sub,  each of MBS and MBS Sub agrees to
execute and deliver such  additional  instruments of conveyance and transfer and
take such further  actions as may be required in conformity  with this Agreement
and the other  Transaction  Documents  for the complete  exchange,  transfer and
issuance,  as the case may be, of the Imagine Exchanged  Assets,  the MBS Common
Shares and the NFPM Membership Interests.

12.3 Deliveries by Imagine and Imagine Sub.

     (a)  Additional  Deliveries  by Imagine and  Imagine Sub under  Alternative
Transaction A. Imagine and Imagine Sub shall deliver,  or cause to be delivered,
to MBS, MBS Sub, or such other person as required  hereby,  at any Closing under
Alternative Transaction A:

          (i)  General Closing Certificates.  A certificate of the President and
     Secretary (or other authorized  corporate  officers) of each of Imagine and
     Imagine Sub,  dated as of the Closing Date,  upon which MBS and MBS Sub may
     rely,  certifying that (i) the Supplemental  Representations and Warranties
     made by each of Imagine or Imagine Sub in or pursuant to this  Agreement or
     any of the  other  Transaction  Documents  are  true  and  accurate  in all
     material  respects  on and as of the  Closing  Date with the same effect as
     though such representations and warranties had been made or given on and as
     of such date,  and (ii) each of Imagine and Imagine Sub have  performed and
     complied in all material  respects with all of its  obligations  under this
     Agreement and the other Transaction  Documents which are to be performed or
     complied with by it prior to or on the Closing Date.

          (ii) Secretary's Certificates. The Secretary's Certificates of Imagine
     and Imagine Sub, in  substantially  the form attached  hereto as Exhibit A,
     with appropriate  modifications  therein to be used for Imagine and Imagine
     Sub instead of MBS and MBS Sub.

          (iii)Consents.  Copies or other  satisfactory  evidence of the Consent
     of all persons necessary for the consummation of the Transaction.

          (iv) Corporate Documents and Governmental Certificates.

               (A)  A Certificate of Existence/Good  Standing for Imagine issued
          by the  Secretary  of State of the State of Delaware  dated  within 30
          days prior to the Closing Date; and

               (B)  A  Certificate  of  Existence/Good  Standing for Imagine Sub
          issued by the Secretary of State of the State of Delaware dated within
          30 days prior to the Closing Date.

          (v)  Delivery of  Transaction  Documents.  The  following  Transaction
               Documents executed by Imagine or Imagine Sub, as the case may be:

                                                                         Page 29

<PAGE>

               (A)  the Escrow Agreement; and

               (B)  the Representation and Warranty Amendment.

          (vi) $300,000 Note. The original of the $300,000 Note.

          (vii) $500,000 Note. The original of the $500,000 Note.

          (viii) $1,400,000 Note. The original of the $1,400,000 Note.

          (ix) MBS   Preferred   Shares.   The   certificate   or   certificates
     representing  the MBS  Preferred  Shares,  together  with a stock  power or
     endorsement, duly executed for transfer to MBS on the records of MBS.

          (x)  Other  Documents.  All other  documents,  instruments,  exhibits,
     schedules,  certificates and lists required by this Agreement and the other
     Transaction  Documents to be delivered or as reasonably  requested by legal
     counsel for MBS or MBS Sub.

          (xi) Completion  of  Schedules.   The  Schedules  to  this   Agreement
     identified  as  to  be  completed  by  mutual  agreement  of  the  parties,
     initialed, and attached prior to Closing.

     (b)  Deliveries by Imagine and Imagine Sub under Alternative Transaction B.
Imagine and Imagine Sub shall  deliver,  or cause to be  delivered,  to MBS, MBS
Sub, or such other person as required hereby,  at any Closing under  Alternative
Transaction B:

          (i)  General Closing Certificates.  A certificate of the President and
     Secretary (or other authorized  corporate  officers) of each of Imagine and
     Imagine Sub,  dated as of the Closing Date,  upon which MBS and MBS Sub may
     rely,  certifying that (i) the Supplemental  Representations and Warranties
     made by each of Imagine or Imagine Sub in or pursuant to this  Agreement or
     any of the  other  Transaction  Documents  are  true  and  accurate  in all
     material  respects  on and as of the  Closing  Date with the same effect as
     though such representations and warranties had been made or given on and as
     of such date,  and (ii) each of Imagine and Imagine Sub have  performed and
     complied in all material  respects with all of its  obligations  under this
     Agreement and the other Transaction  Documents which are to be performed or
     complied with by it prior to or on the Closing Date.

          (ii) Secretary's Certificates. The Secretary's Certificates of Imagine
     and Imagine Sub, in  substantially  the form attached  hereto as Exhibit A,
     with appropriate  modifications  therein to be used for Imagine and Imagine
     Sub instead of MBS and MBS Sub.

          (iii)Consents.  Copies or other  satisfactory  evidence of the Consent
     of all persons necessary for the consummation of the Transaction.

                                                                         Page 30

<PAGE>


          (iv) Corporate Documents and Governmental Certificates.

               (A)  A Certificate of Existence/Good  Standing for Imagine issued
          by the  Secretary  of State of the State of Delaware  dated  within 30
          days prior to the Closing Date; and

               (B)  A  Certificate  of  Existence/Good  Standing for Imagine Sub
          issued by the Secretary of State of the State of Delaware dated within
          30 days prior to the Closing Date.

          (v)  Delivery of  Transaction  Documents.  The  following  Transaction
     Documents executed by Imagine or Imagine Sub, as the case may be:

               (A)  the Representation and Warranty Amendment.

          (vi) $300,000 Note. The original of the $300,000 Note.

          (vii) $500,000 Note. The original of the $500,000 Note.

          (viii) $1,400,000 Note. The original of the $1,400,000 Note.

          (ix) MBS   Preferred   Shares.   The   certificate   or   certificates
     representing  the MBS  Preferred  Shares,  together  with a stock  power or
     endorsement, duly executed for transfer to MBS on the records of MBS.

          (x)  Other  Documents.  All other  documents,  instruments,  exhibits,
     schedules,  certificates and lists required by this Agreement and the other
     Transaction  Documents to be delivered or as reasonably  requested by legal
     counsel for MBS or MBS Sub.

          (xi) Completion  of  Schedules.   The  Schedules  to  this   Agreement
     identified  as  to  be  completed  by  mutual  agreement  of  the  parties,
     initialed, and attached prior to Closing.

          12.4 Further  Assurances by Imagine and Imagine Sub. From time to time
after the Closing,  upon the request of MBS or MBS Sub,  Imagine and Imagine Sub
agree to execute and deliver such additional  instruments of assumption and take
such further  actions as may be required in conformity  with this  Agreement and
the  other  Transaction  Documents  for  the  complete  exchange,  transfer  and
issuance, as the case may be, of the Imagine Exchanged Assets, MBS Common Shares
and NFPM Membership Interests.

                                                                         Page 31

<PAGE>


                                  ARTICLE XIII.
                                  MISCELLANEOUS
                                  -------------

13.1 Notices. All notices,  requests,  demands,  claims and other communications
that are required to be or may be given under this Agreement shall be in writing
and (i)  delivered  in person or by courier,  (ii) sent by telecopy or facsimile
transmission,  or (iii) mailed,  certified  first class mail,  postage  prepaid,
return receipt requested, to the parties hereto at the following addresses:

If to MBS or MBS Sub:               MB Software Corporation
                                    2225 East Randol Mill Road, Suite 305
                                    Arlington, Texas 76011
                                    Attn:  Scott Haire
                                    Telephone:  817.633.9400
                                    Facsimile:  817.633.9409

With a copy (which shall
not constitute notice) to:          Jackson & Walker L.L.P.
                                    901 Main Street, Suite 6000
                                    Dallas, Texas 75202
                                    Attn:  Richard Dahlson
                                    Telephone:  214.953.5896
                                    Facsimile:  214.953.6187

If to Imagine or Imagine Sub:       Imagine Investments, Inc.
                                    8150 North Central Expressway, Suite 1901
                                    Dallas, Texas 75206
                                    Attn:  Gary Goltz and Rick Smotherman
                                    Telephone:  214.365.1905
                                    Facsimile:  214.365.6905

With a copy (which shall
not constitute notice) to:          Munsch Hardt Kopf & Harr, P.C.
                                    1445 Ross Avenue
                                    4000 Fountain Place
                                    Dallas, Texas 75202-2790
                                    Attn:  Sally Schreiber and Jonathan K.
                                    Henderson
                                    Telephone:  214.855.7527
                                    Facsimile:  214.978.4370

or to such other address as the parties hereto shall have furnished to the other
parties  hereto by notice  given in  accordance  with this  Section  13.1.  Such
notices shall be effective (i) if delivered in person or by courier, upon actual
receipt  by the  intended  recipient,  (ii)  if sent by  telecopy  or  facsimile
transmission,  when the sender receives telecopier confirmation that such notice
was received at the telecopier number of the addressee, or (iii) if mailed, upon
the  earlier of five  Business  Days  after  deposit in the mail and the date of
delivery as shown by the return receipt therefor.

                                                                         Page 32

<PAGE>


13.2 Transaction Costs and Expenses.  Except as otherwise provided herein,  each
party  hereunder  shall be responsible for and pay its, his, or her, as the case
may be, own costs and expenses,  including fees of accountants,  attorneys,  and
other  advisors,  incurred by it, him, or her, as the case may be, in connection
with the  Transaction.  Neither MBS nor MBS Sub shall charge NFPM, or cause NFPM
to pay or be liable,  for any costs or expenses incurred by any of MBS, MBS Sub,
or NFPM in connection with this Agreement or the Transaction.

13.3 Waiver and Amendment.  Any provision of this Agreement may be waived at any
time by the party that is entitled to the benefits  thereof.  This Agreement may
not be amended or supplemented  at any time,  except by an instrument in writing
signed on behalf of each party  hereto.  The  waiver by any party  hereto of any
condition or of a breach of any provision of this Agreement shall not operate or
be construed as a waiver of any other condition or subsequent breach.

13.4 Entire Agreement;  Third Party Beneficiaries.  This Agreement and the other
Transaction  Documents (including the Schedules and Exhibits hereto and thereto)
constitutes the entire  agreement and supersedes all other prior  agreements and
understandings,  both oral and written,  among the parties or any of them,  with
respect to the  subject  matter  hereof,  and  neither  this  Agreement  nor any
document delivered in connection with this Agreement confers upon any person not
a party hereto any rights or remedies  hereunder,  except as provided in Article
XI hereof.

13.5  Assignment.  This  Agreement  shall  inure to the  benefit  of and will be
binding  upon the parties  hereto and their  respective  legal  representatives,
successors and permitted assigns.  This Agreement shall not be assignable by any
party hereto,  without the consent of the other parties hereto,  except that the
parties hereto agree that the rights and  obligations of Imagine and Imagine Sub
may be assigned to any of their  respective  Affiliates by written notice to all
other parties hereto,  provided that Imagine and Imagine Sub also remain jointly
liable for its obligations hereunder.

13.6  Severability.  If any term,  provision,  covenant or  restriction  of this
Agreement is held by a court of competent  jurisdiction  to be invalid,  void or
unenforceable, the remainder of the terms, provision, covenants and restrictions
of this Agreement shall continue in full force and effect and shall in no way be
affected,  impaired or invalidated so long as the economic or legal substance of
the transactions  contemplated  hereby is not affected in any manner  materially
adverse to any party. Upon such determination that any term, provision, covenant
or  restriction  is invalid,  void or  unenforceable,  the parties  hereto shall
negotiate  in good faith to modify this  Agreement  so as to effect the original
intent of the parties as closely as possible in an acceptable  manner to the end
that the transactions contemplated hereby are fulfilled to the extent possible.

13.7  Counterparts.  This Agreement may be executed in two or more counterparts,
each of which shall be an original,  but all of which together shall  constitute
one and the same agreement.

13.8 Headings.  The Article and Section headings herein are for convenience only
and shall not affect the construction hereof.

13.9 Mandatory Mediation; Binding Arbitration;  Governing Law; Venue; Attorney's
Fees.

                                                                         Page 33

<PAGE>


     (a)  THE  PARTIES  AGREE THAT,  EXCEPT FOR  INJUNCTIVE  OR OTHER  IMMEDIATE
EQUITABLE  RELIEF,  ANY DISPUTE BETWEEN THEM RELATING TO THIS AGREEMENT,  OR THE
BREACH HEREOF,  SHALL,  IF  NEGOTIATIONS  AND OTHER  DISCUSSIONS  FAIL, BE FIRST
SUBMITTED TO MEDIATION  IN  ACCORDANCE  WITH THE  PROVISIONS  OF THE  COMMERCIAL
MEDIATION RULES OF THE AAA BEFORE RESORTING TO ARBITRATION. THE PARTIES AGREE TO
CONDUCT THE MEDIATION IN GOOD FAITH AND MAKE REASONABLE EFFORTS TO RESOLVE THEIR
DISPUTE BY MEDIATION.  THE COMMERCIAL  MEDIATION RULES OF THE AAA THEN IN EFFECT
SHALL BE APPLIED.  THE PARTIES AGREE TO CONDUCT THE MEDIATION IN DALLAS,  TEXAS,
OR ANOTHER MUTUALLY AGREED UPON LOCATION.

     (b)  THE  PARTIES  AGREE THAT,  EXCEPT FOR  INJUNCTIVE  OR OTHER  IMMEDIATE
EQUITABLE  RELIEF,  ANY DISPUTE BETWEEN THEM RELATING TO THIS AGREEMENT,  OR THE
BREACH HEREOF,  SHALL BE SUBJECT TO BINDING  ARBITRATION,  IF THE DISPUTE IS NOT
RESOLVED BY THE MEDIATION REQUIRED UNDER THE PRECEDING SUBSECTION, IN ACCORDANCE
WITH THE  PROVISIONS OF THE  COMMERCIAL  ARBITRATION  RULES OF THE AAA, AND THAT
JUDGMENT  ON THE AWARD  RENDERED BY THE  ARBITRATOR  MAY BE ENTERED IN ANY COURT
HAVING  JURISDICTION  THEREOF.  THE  ARBITRATION  SHALL BE HEARD  BEFORE ONE (1)
ARBITRATOR  SELECTED IN ACCORDANCE WITH THE COMMERCIAL  ARBITRATION  RULES.  THE
COMMERCIAL  ARBITRATION  RULES OF THE AAA THEN IN EFFECT  SHALL BE APPLIED.  THE
PARTIES AGREE TO CONDUCT THE ARBITRATION IN DALLAS,  TEXAS, OR ANOTHER  MUTUALLY
AGREED UPON LOCATION.

     (c)  Any dispute  between the parties  relating to this Agreement  shall be
construed under and in accordance with the laws of the State of Texas applicable
to contracts  between  residents of Texas that are to be wholly performed within
such state, without regard to conflicts of law principles.

     (d)  If either party  appeals the decision of the  arbitrator,  the parties
agree that the state courts within  Dallas  County,  Texas shall have  exclusive
venue and jurisdiction of the same.

     (e)  The  prevailing  party in any  mediation,  arbitration,  or litigation
shall be entitled to recover from the other party reasonable attorney and expert
witness fees, court costs, and the  administrative  costs, fees, and expenses of
the AAA,  as the case may be,  incurred  in the same,  in  addition to any other
relief that may be awarded.




                         [SIGNATURES ON FOLLOWING PAGE]
                                                                         Page 34

<PAGE>

     IN WITNESS  WHEREOF,  each party  hereto has caused  this  Agreement  to be
executed and delivered as of the Signing Date.



                                                     MBS:
                                                     ----

                                                     MB SOFTWARE CORPORATION


                                                     By: /s/ Scott A. Haire
                                                        ------------------------
                                                        Scott A. Haire
                                                        President


                                                     MBS SUB:
                                                     --------

                                                     HEALTHCARE INNOVATIONS, LLC


                                                     By: /s/ Scott A. Haire
                                                        ------------------------
                                                        Scott A. Haire
                                                        President


                                                     Imagine:
                                                     --------

                                                     IMAGINE INVESTMENTS, INC.


                                                     By: /s/ Harry T. Carneal
                                                        ------------------------
                                                        Harry T. Carneal
                                                        Executive Vice President


                                                     Imagine Sub:
                                                     ------------

                                                     XHI2, INC.


                                                     By: /s/ Harry T. Carneal
                                                        ------------------------
                                                        Harry T. Carneal
                                                        Executive Vice President

<PAGE>




                         LIST OF SCHEDULES AND EXHIBITS
                         ------------------------------


Schedules

Schedule 1.1  -  Definitions

MBS/MBS Sub Signing Date Disclosure Schedule
Imagine/Imagine Sub Signing Date Disclosure Schedule




Exhibits

Exhibit A  -  Form of Secretary's Certificates
Exhibit B  -  Form of Solvency Certificates
Exhibit C  - Form of Special Closing Certificates


<PAGE>



                Restructure and Settlement Agreement Schedule 1.1

                                  SCHEDULE 1.1

                                   DEFINITIONS
                                   -----------

"AAA" means the American Arbitration Association and its successors.

"Affiliate"  means a person  that  directly or  indirectly,  through one or more
intermediaries, controls, is controlled by, or is under common control with, the
first mentioned person.

"Arkansas  Act" means the Small  Business  Entity Tax Pass Through Act (Arkansas
Code  Annotatedss.ss.4-32-101  et.  seq.),  as  amended  and  any  corresponding
provisions  of  succeeding  law,  and  the  rules  and  regulations  promulgated
thereunder.

"Business  Day"  means any day other  than a day on which  banks in the State of
Texas are authorized or obligated to be closed.

"Code"  means  the   InternaFl   Revenue  Code  of  1986,  as  amended  and  any
corresponding  provisions of  succeeding  law, and the  regulations  promulgated
thereunder.

"Colorado Act" means the Colorado  Corporations  and  Associations Act (Title 7,
Article  90,ss.ss.101 et. seq.), as amended and any corresponding  provisions of
succeeding law, and the rules and regulations promulgated thereunder.

"Competing  Transaction" means any proposal or offer from any person (other than
Imagine,  Imagine  Sub,  or an  Affiliate  of  either of them)  relating  to any
purchase or other  acquisition  of all or (other than in the ordinary  course of
business) any material portion of the assets of, or any possible  disposition or
issuance of any membership  interests or other equity  interests in NFPM (or any
rights  or  securities  exercisable  for or  convertible  into  such  membership
interests  or  other  equity  interests),   or  any  merger  or  other  business
combination with, NFPM.

"Consent"  means any  approval,  consent,  ratification,  waiver,  notification,
license,   permit,   or  other   authorization   (including   any   Governmental
Authorization).

"Contract" means any contract, agreement,  obligation,  promise, purchase order,
sales order, license, lease,  commitment,  arrangement,  or undertaking (whether
written or oral, and whether express or implied) that is legally binding.

"control" (including the terms "controlled",  "controlled by", and "under common
control  with") means the  possession,  directly or  indirectly or as trustee or
executor,  of the power to direct or cause the  direction of the  management  or
policies  of a person,  whether  through  the  ownership  of voting  stock or as
trustee or executor, by Contract or credit arrangement or otherwise.

"ERISA" means the Employee  Retirement  Income  Security Act of 1974, as amended
and  any  corresponding  provisions  of  succeeding  law,  and  the  regulations
promulgated thereunder.



<PAGE>


"Exchange  Act" means the  Securities  Exchange Act of 1934,  as amended and any
corresponding  provisions of  succeeding  law, and the  regulations  promulgated
thereunder.

"GAAP" means the generally accepted accounting  principles in the United States,
in effect from time to time.

"Governmental Authorization" means any approval, consent, ratification,  waiver,
notification,  license, permit, franchise, grant, identification or registration
number,   easement,   variance,   exemption,   certificate,   order,   or  other
authorization  issued,  granted,  given, or otherwise made available by or under
the authority of any Governmental Entity or pursuant to any Legal Requirement.

"Governmental  Entity" means any (i) nation, state, county, city, town, village,
district,  or other  jurisdiction  of any nature,  (ii) federal,  state,  local,
municipal,    foreign,    For   other   government,    (iii)   governmental   or
quasi-governmental  authority of any nature (including any governmental  agency,
branch,  department,  official, or entity and any court or other tribunal), (iv)
multi-national  organization  or body,  or (v) body  exercising,  or entitled to
exercise,  any  administrative,   executive,  judicial,   legislative,   police,
regulatory, or taxing authority or power of any nature.

"Imagine/Imagine  Sub Material  Adverse  Effect" means any change or effect that
would be materially adverse to the financial  condition,  results of operations,
business, or prospects of Imagine and Imagine Sub, taken as a whole, at the time
of such change or effect.

"Indemnitee" means a party seeking indemnification.

"Indemnitor" means a party against whom a claim for indemnification is made.

"knowledge"  with  respect  to:  (i) an  individual,  is  deemed  to  exist of a
particular fact or other matter if, such individual is, or has at any time been,
(A) actually  aware of such fact or other  matter,  or (B) a prudent  individual
could be expected to discover or  otherwise  become  aware of such fact or other
matter in the course of  conducting  a  reasonably  comprehensive  investigation
concerning  the  existence  of such fact or other  matter;  and (ii) any  person
(other than an  individual),  is deemed to exist of a  particular  fact or other
matter if, any  individual who is serving,  or who at any time has served,  as a
shareholder,  director,  officer,  partner, member, executor, or trustee of such
person (or in any  similar  capacity)  has,  or at any time had,  knowledge  (as
defined in the preceding clause (i) hereof) of such fact or other matter.

"Legal  Requirement"  means  any  federal,  state,  local,  municipal,  foreign,
international, multi-national, or other administrative order, constitution, law,
ordinance, principle of common law, rule, regulation, statute, or treaty.

"Lien" means all mortgages,  deeds of trust, claims, liens, judgments,  security
interests, pledges, leases, conditional sale contracts, rights of first refusal,
options,  charges,  liabilities,  obligations,  agreements,  powers of attorney,
limitations,  reservations,  restrictions,  and other  encumbrances  or  adverse
claims of every kind and  nature,  including  any  restriction  on use,  voting,
transfer, receipt of income, or exercise of any attribute of ownership.

<PAGE>


"MBS Organizational  Documents" means the Articles of Incorporation,  Bylaws and
any other documents,  such as shareholders'  agreements,  voting agreements,  or
other Contracts affecting the rights of shareholders of MBS.

"MBS/MBS Sub Material  Adverse  Effect" means any change or effect that would be
materially adverse to the financial condition, results of operations,  business,
or prospects of MBS and MBS Sub, taken as a whole, at the time of such change or
effect.

"MBS Sub Organizational Documents" means the Articles of Organization, Operating
Agreement  and  any  other  documents,  such  as  members'  agreements,   voting
agreements, or other Contracts affecting the rights of members of MBS Sub.

"NFPM  Material  Adverse  Effect"  means  any  change or  effect  that  would be
materially adverse to the financial condition, results of operations,  business,
or prospects of NFPM, taken as a whole, at the time of such change or effect.

"NFPM  Organizational  Documents" means the Articles of Organization,  Operating
Agreement  and  any  other  documents,  such  as  members'  agreements,   voting
agreements, or other Contracts affecting the rights of members of NFPM.

"Ordinary Course of Business" means an action taken by a person that is:

     (i)  consistent  with the past practices of such person and is taken in the
ordinary course of the normal day-to-day operations of such person;

     (ii) not required to be authorized by the board of directors (or equivalent
governing  body)  of  such  person,  and  is  not  required  to be  specifically
authorized by the parent company, if any, of such person; and

     (iii)similar in nature and magnitude to actions customarily taken,  without
any  authorization by the board of directors (or equivalent  governing body), in
the ordinary  course of the normal  day-to-day  operations of other persons that
are in the same line of business as such person.

"person"  means  an  individual,  corporation,  partnership,  limited  liability
company, association, trust, unincorporated organization,  other entity or group
(as defined in Section 13(d) of the Exchange Act).

"Proceeding"  means any  action,  arbitration,  audit,  hearing,  investigation,
litigation, or suit (whether civil, criminal, administrative,  investigative, or
informal)  commenced,  brought,  conducted,  or heard by or before, or otherwise
involving, any Governmental Entity or arbitrator.

"Requisite  MBS  Approval"  means (i) the approval by the  required  vote of the
directors of MBS, and (ii) the approval by such vote of the  shareholders of MBS
specified in the proxy statement to be filed with the SEC pursuant to applicable
federal  securities laws,  rules,  regulations and other Legal  Requirements and
sent to the  shareholders of MBS, in each case in order for the Closing to occur
and the terms and conditions of this  Agreement to be properly  performed by MBS
under the  applicable  provisions  of the  Colorado  Act and MBS  Organizational
Documents.

<PAGE>


"Requisite MBS Sub Approval"  means (i) the approval by the required vote of the
managers of MBS, and (ii) the  approval by the  required  vote of the members of
MBS Sub,  in each  case in order  for the  Closing  to occur  and the  terms and
conditions  of this  Agreement to be  performed by MBS Sub under the  applicable
provisions of the Arkansas Act and the MBS Sub Organizational Documents.

"SEC"  means the  United  States  Securities  and  Exchange  Commission  and its
successors.

"Securities  Act"  means  the  Securities  Act  of  1933,  as  amended  and  any
corresponding  provisions of  succeeding  law, and the  regulations  promulgated
thereunder.

"Solvent"  means,  for any person that, at and immediately  after, the Effective
Time:

     (i)  such  person  does not  and/or  will not  have  insufficient  cash (or
marketable securities readily convertible to cash) on hand (or in banks or other
financial  institutions) to pay its debts as they become due in the usual course
of business for the foreseeable future; and

     (ii) such person's  total assets will not be less than the sum of its total
liabilities  plus the amount  that would be needed,  if such  person  were to be
dissolved at the time of  distribution to satisfy the  preferential  rights upon
dissolution  of  shareholders  whose  preferential  rights are superior to those
receiving the distribution.

"Subsidiary"  of MBS,  MBS Sub,  NFPM,  Imagine,  or Imagine  Sub,  or any other
person, means any corporation,  partnership, joint venture or other legal entity
of which MBS, MBS Sub, NFPM,  Imagine, or Imagine Sub, or any such other person,
as the  case may be  (either  alone  or  through  or  together  with  any  other
subsidiary),  owns, directly or indirectly,  50% or more of the capital stock or
other equity  interests the holders of which are generally  entitled to vote for
the  election  of the  board  of  directors  or  other  governing  body  of such
corporation or other legal entity.

"Tax" means any and all taxes,  charges,  fees, levies,  assessments,  duties or
other amounts payable to any federal,  state,  local or foreign taxing authority
or agency, including, without limitation, (i) income, franchise,  profits, gross
receipts,  minimum,  alternative minimum,  estimated,  ad valorem,  value added,
sales, use, service, real or personal property, capital stock, license, payroll,
withholding,  disability,  employment,  social security,  workers  compensation,
unemployment compensation,  utility, severance, excise, stamp, windfall profits,
transfer and gains taxes,  (ii) customs,  duties,  imposts,  charges,  levies or
other  similar  assessments  of any kind,  and  (iii)  interest,  penalties  and
additions to tax imposed with respect thereto.

"Tax  Return"  means any  return  (including  an  information  return),  report,
statement,  schedule,  notice, form, or other document or information filed with
or submitted to, or required to be filed with or submitted to, any  Governmental
Entity in connection with the determination,  assessment, collection, or payment
of  any  Tax  or in  connection  with  the  administration,  implementation,  or
enforcement of or compliance with any Legal Requirement relating to any Tax.

<PAGE>


"Transaction"  means the  exchanges  of debt and equity and  performance  of the
other  agreements  and covenants as described in or required by this  Agreement,
whether  under  the  terms  and  conditions  of  Alternative  Transaction  A  or
Alternative Transaction B.

"Transaction  Documents"  means  this  Agreement,   the  Escrow  Agreement,  the
Management Agreement,  the Employment Agreement, the Representation and Warranty
Amendment and the other documents and instruments referred to in this Agreement,
and  exhibits,  schedules,  certificates  and  lists  related  to  each  of  the
foregoing, as applicable to each of MBS, MBS Sub, NFPM, Imagine and Imagine Sub,
depending  on whether  the  Closing  occurs  under the terms and  conditions  of
Alternative Transaction A or Alternative Transaction B.



<PAGE>

                  MBS/MBS SUB SIGNING DATE DISCLOSURE SCHEDULE
                  --------------------------------------------

  Section                                       Matter Disclosed
  -------                                       ----------------

    6.1                                                None.

    6.2                                                None.

    6.3                                                None.

    6.4                                                None.

    6.5                                                None.

    6.6                                                Scott Haire - President
                                                       Gil Valdez - Manager


    6.7                                                None.

    6.8                                                None.

    6.9                                                None.

    6.10                                               None.




<PAGE>

              IMAGINE/IMAGINE SUB SIGNING DATE DISCLOSURE SCHEDULE
              ----------------------------------------------------

  Section                                       Matter Disclosed
  -------                                       ----------------

    7.1                                                None.

    7.2                                                None.

    7.3                                                None.


<PAGE>

                                    EXHIBIT A

                         FORM OF SECRETARY'S CERTIFICATE
                         -------------------------------






                                 [SEE ATTACHED]




<PAGE>
                             SECRETARY'S CERTIFICATE
                             -----------------------
                           OF MB SOFTWARE CORPORATION
                           --------------------------

     This Secretary's  Certificate (this "Certificate") is delivered pursuant to
Section 2.2(b) of that certain Restructure and Settlement Agreement, dated as of
November 5, 2001 (the  "Agreement"),  by and among MB Software  Corporation (the
"Company"),  Healthcare  Innovations,  LLC, Imagine Investments,  Inc. and XHI2,
Inc. All  capitalized  terms used in this  Certificate,  but not defined herein,
shall have the meaning given them in the Agreement.

     The undersigned,  ______________,  the duly elected and qualified Secretary
of the Company, does hereby certify that, as such, he is familiar with the facts
herein  certified  and is duly  authorized  to certify  the same and does hereby
further certify as follows:

     1.  Attached  as  Exhibit  A are  true,  accurate  and  complete  copies of
resolutions  duly adopted by the directors of the Company on November ___, 2001,
and the  shareholders of the Company on ___________  ___, 2002,  authorizing the
execution,  delivery and performance of the Agreement and the other  Transaction
Documents to which the Company is a party and the consummation by the Company of
the  Transaction;  and that such resolutions have not been rescinded or modified
and have been in full force and effect since their  adoption,  to and  including
the date hereof; and that such resolutions are the only corporate proceeding now
in force relating to or affecting the matters referred to therein.

     2. Attached as Exhibit B is a true, accurate and complete certified copy of
the Articles of Incorporation of the Company,  including any amendments  thereto
and modifications thereof, as in full force and effect as of the date hereof.

     3.  Attached  as Exhibit C is a true,  accurate  and  complete  copy of the
Bylaws of the  Company,  including  any  amendments  thereto  and  modifications
thereof, as in full force and effect as of the date hereof.

     4. The following officers of the Company hereunder set forth have been duly
elected,  and as of the date hereof hold the offices specified with the Company,
and that the  signature  set forth  beside  each  person's  name is the  genuine
signature of such person:

          Name                        Title                    Signature
                                      -----                    ---------

                                    President             ___________________
                                    Secretary             ___________________




                                                                    Page 1
<PAGE>


     IN WITNESS WHEREOF,  the undersigned has executed this Certificate this ___
day of _____________, 2002.



                            _____________, Secretary

     The undersigned  President of the Company,  ____________,  hereby certifies
that  ____________  is the duly elected  Secretary of the Company and, as of the
date hereof continues to hold such office,  and the signature set forth above is
her genuine signature.

     IN WITNESS WHEREOF,  the undersigned has executed this Certificate this ___
day of ____________, 2002.




                            _____________, President


                                                                          Page 2

<PAGE>

                             SECRETARY'S CERTIFICATE
                             -----------------------
                         OF HEALTHCARE INNOVATIONS, LLC
                         -------'-----------------------

     This Secretary's  Certificate (this "Certificate") is delivered pursuant to
Section 2.2(b) of that certain Restructure and Settlement Agreement, dated as of
November  5,  2001 (the  "Agreement"),  by and  among MB  Software  Corporation,
Healthcare Innovations, LLC (the "Company"), Imagine Investments, Inc. and XHI2,
Inc. All  capitalized  terms used in this  Certificate,  but not defined herein,
shall have the meaning given them in the Agreement.

     The undersigned,  ______________,  the duly elected and qualified Secretary
of the Company, does hereby certify that, as such, he is familiar with the facts
herein  certified  and is duly  authorized  to certify  the same and does hereby
further certify as follows:

     1.  Attached  as  Exhibit  A are  true,  accurate  and  complete  copies of
resolutions  duly adopted by the managers of the Company on November ___,  2001,
and the  members of the  Company  on  ___________  ___,  2002,  authorizing  the
execution,  delivery and performance of the Agreement and the other  Transaction
Documents to which the Company is a party and the consummation by the Company of
the  Transaction;  and that such resolutions have not been rescinded or modified
and have been in full force and effect since their  adoption,  to and  including
the date  hereof;  and that  such  resolutions  are the only  limited  liability
company proceeding now in force relating to or affecting the matters referred to
therein.

     2. Attached as Exhibit B is a true, accurate and complete certified copy of
the Articles of  Organization of the Company,  including any amendments  thereto
and modifications thereof, as in full force and effect as of the date hereof.

     3.  Attached  as Exhibit C is a true,  accurate  and  complete  copy of the
Operating of the Company,  including any  amendments  thereto and  modifications
thereof, as in full force and effect as of the date hereof.

     4. The following officers of the Company hereunder set forth have been duly
elected,  and as of the date hereof hold the offices specified with the Company,
and that the  signature  set forth  beside  each  person's  name is the  genuine
signature of such person:

          Name                       Title                     Signature
                                     -----                     ---------

                                  President            ___________________
                                  Secretary            ___________________



                                                                          Page 1

<PAGE>


     IN WITNESS WHEREOF,  the undersigned has executed this Certificate this ___
day of _____________, 2002.




                            _____________, Secretary



     The undersigned  President of the Company,  ____________,  hereby certifies
that  ____________  is the duly elected  Secretary of the Company and, as of the
date hereof continues to hold such office,  and the signature set forth above is
her genuine signature.

     IN WITNESS WHEREOF,  the undersigned has executed this Certificate this ___
day of ____________, 2002.



                            _____________, President






                                                                          Page 2

<PAGE>

                                    EXHIBIT B

                          FORM OF SOLVENCY CERTIFICATE
                          ----------------------------






                                 [SEE ATTACHED]






<PAGE>

                              SOLVENCY CERTIFICATE
                              --------------------
                           OF MB SOFTWARE CORPORATION
                           --------------------------

     The undersigned, the duly elected President of MB Software Corporation,
a Colorado corporation (the "Company"), pursuant to Section 2.2(b) of that
certain Restructure and Settlement Agreement, dated as of November 5, 2001 (the
"Agreement"), by and among the Company, Healthcare Innovations, LLC, Imagine
Investments, Inc. and XHI2, Inc., does hereby certify that he is authorized to
execute and deliver this Certificate in the name of and on behalf of the
Company. The undersigned further certifies that the Company that, the Company is
Solvent.

     For purposes of this Certificate, each capitalized term used herein but not
defined shall have the meaning assigned to it in the Agreement.

     IN WITNESS WHEREOF, the undersigned has hereunto set his hand this ____ day
of November, 2002.




                                           _______________, President



<PAGE>


                              SOLVENCY CERTIFICATE
                              --------------------
                         OF HEALTHCARE INNOVATIONS, LLC
                         ------------------------------

     The undersigned, the duly elected President of Healthcare Innovations, LLC,
a Arkansas  corporation  (the  "Company"),  pursuant  to Section  2.2(b) of that
certain Restructure and Settlement Agreement,  dated as of November 5, 2001 (the
"Agreement"),  by and among the MB Software  Corporation,  the Company,  Imagine
Investments,  Inc. and XHI2,  Inc., does hereby certify that he is authorized to
execute  and  deliver  this  Certificate  in the  name of and on  behalf  of the
Company. The undersigned further certifies that the Company is Solvent.

     For purposes of this Certificate, each capitalized term used herein but not
defined shall have the meaning assigned to it in the Agreement.

     IN WITNESS WHEREOF, the undersigned has hereunto set his hand this ____ day
of November, 2002.




                                           _______________, President



<PAGE>




                                    EXHIBIT C

                       FORM OF SPECIAL CLOSING CERTIFICATE
                       -----------------------------------






                                 [SEE ATTACHED]


<PAGE>
                           SPECIAL CLOSING CERTIFICATE
                           ---------------------------
                           OF MB SOFTWARE CORPORATION
                           --------------------------

     The undersigned,  the duly elected President of MB Software Corporation,  a
Colorado corporation (the "Company"), pursuant to Section 2.2(b) of that certain
Restructure  and  Settlement  Agreement,  dated  as of  November  5,  2001  (the
"Agreement"),  by  and  among  the  Company,  Healthcare  Innovations,   Imagine
Investments,  Inc. and XHI2,  Inc., does hereby certify that he is authorized to
execute  and  deliver  this  Certificate  in the  name of and on  behalf  of the
Company.  The undersigned further certifies that (i) each of the representations
and warranties of the Company  contained in Article VI of the Agreement was true
and  correct  on and as of the  Signing  Date and is true and  correct as of the
Closing  Date as though made or given again on and as of the Closing  Date,  and
(ii) the business of NFPM has been  operated in the Ordinary  Course of Business
during the period between the Signing Date and the Closing Date.

     For purposes of this Certificate, each capitalized term used herein but not
defined shall have the meaning assigned to it in the Agreement.

     IN WITNESS WHEREOF, the undersigned has hereunto set his hand this ____ day
of November, 2002.




                                           _______________, President


<PAGE>


                           SPECIAL CLOSING CERTIFICATE
                           ---------------------------
                         OF HEALTHCARE INNOVATIONS, LLC
                         ------------------------------

     The undersigned, the duly elected President of Healthcare Innovations, LLC,
a Arkansas  corporation  (the  "Company"),  pursuant  to Section  2.2(b) of that
certain Restructure and Settlement Agreement,  dated as of November 5, 2001 (the
"Agreement"),  by and  among  MB  Software  Corporation,  the  Company,  Imagine
Investments,  Inc. and XHI2,  Inc., does hereby certify that he is authorized to
execute  and  deliver  this  Certificate  in the  name of and on  behalf  of the
Company.  The undersigned further certifies that (i) each of the representations
and warranties of the Company  contained in Article VI of the Agreement was true
and  correct  on and as of the  Signing  Date and is true and  correct as of the
Closing  Date as though made or given again on and as of the Closing  Date,  and
(ii) the business of NFPM has been  operated in the Ordinary  Course of Business
during the period between the Signing Date and the Closing Date.

     For purposes of this Certificate, each capitalized term used herein but not
defined shall have the meaning assigned to it in the Agreement.

     IN WITNESS WHEREOF, the undersigned has hereunto set his hand this ____ day
of November, 2002.




                                           _______________, President