AGREEMENT


     This  Agreement  made this 2nd day of February,  1999 by and among IMPERIAL
LOAN MANAGEMENT CORPORATION, a California corporation ("Imperial"), CAMBIO INC.,
a Delaware  corporation  ("Cambio")  and MEDBROOK HOME HEALTH,  INC., a Colorado
corporation ("Medbrook").
         
                                 R E C I T A L S

     A.  Imperial did  heretofore on October 14, 1998 make a loan to Medbrook in
the amount of $800,000.  Said loan was  evidenced  by a  promissory  note in the
amount of $800,000 payable by Medbrook to Imperial (the "Medbrook Note").

     B. As  security  for the payment of the  Medbrook  Note,  Medbrook  granted
Imperial a security interest in all of its accounts and general intangibles.

     C. Cambio is the owner of all the issued and outstanding stock of Medbrook,
and Medbrook  loaned or distributed the proceeds of the Medbrook Note to Cambio.
Cambio guaranteed the payment of the Medbrook Note to Imperial.  As security for
the guaranty, Cambio granted Imperial a security interest in all of its accounts
and general intangibles.

     D. Cambio  borrowed the sum of $100,000 from Imperial and in  consideration
of the loan  executed  and  delivered  to  Imperial  its note in the  amount  of
$100,000 dated December 29, 1998 (the "Cambio Note").

     E. Cambio, granted Imperial a security interest in its accounts and general
intangibles as security for the payment of the Cambio Note. In addition,  Cambio
granted Imperial a security interest in all of the stock of Medbrook as security
for the performance of its  obligations  under the guaranty of the Medbrook Note
and as security for the repayment of the Cambio Note.

     F. A portion of the  Medbrook  Note has been  repaid,  and the  outstanding
principal balance of the Medbrook Note is currently $600,000.

     G.  Cambio  is the  owner of all of the  issued  and  outstanding  stock of
Medbrook,  Medbrook Physical Therapy,  Inc.,  Medbrook Home Health,  Inc., South
Park   Rehabilitation,   Inc.,   Medbrook  of  Illinois,   Inc.,   and  Medbrook
Neurocare-Kansas City, Inc. (the "Subsidiaries").

     H. Each of the Subsidiaries was engaged in the business of providing health
care and such  subsidiaries  have  sold or are  selling  all of their  assets in
terminating their health care operations.

     I. The  parties  wish to enter  into  this  Agreement  for the  purpose  of
providing for the  repayment of the Medbrook  Note and the Cambio Note,  and the
liquidation of the  Subsidiaries and collection of the accounts and other assets
belonging to the Subsidiaries.

     NOW, THEREFORE, the parties agree as follows:

     1. Upon the execution of this Agreement,  Cambio agrees to sell, assign and
transfer  to  Imperial  all of the issued and  outstanding  stock of each of the
Subsidiaries.

     2.  Imperial   shall  use  its  best  efforts  to  liquidate  each  of  the
Subsidiaries,  to pay the outstanding  obligations of the Subsidiaries  from the
proceeds of liquidation, and to collect all of the accounts of the Subsidiaries.
Imperial  shall submit a report on a quarterly  basis to Cambio on the first day
of each calendar  quarter which shall include a schedule of collections  for the
previous  quarter,  the  application  of the  proceeds of the  collections,  the
outstanding balance of the Medbrook and Cambio Notes and the estimated remaining
accounts which are believed to be collectible.


<PAGE>


     Imperial shall have the right to make payments in settlement of liabilities
of the  Subsidiaries  and to receive  less than the full amount of any claims of
the Subsidiaries subject to the following conditions and restrictions:

     (a) Imperial may settle any single  liability of a Subsidiary for an amount
of $10,000 or less, if it has in its possession  sufficient  funds to pay such a
settlement.  In the event  that funds are not  available  the  settlement  shall
require the prior written approval of Cambio.

     (b) Any  settlement  of an  obligation  for an amount in excess of  $10,000
shall  require the prior written  consent of Cambio.  In the event that Imperial
requests  consent  to a  settlement  of a  liability  for which  Imperial  holds
sufficient  funds to make payment,  and Cambio  withholds  such consent,  Cambio
shall  indemnify and hold Imperial and its officers and directors  harmless from
any liability asserted against them on account of such a liability.

     (c) Imperial may settle any account  receivable  of a subsidiary so long as
the principal amount of the claim not collected is less than $10,000. Any claims
assigned to a  collection  agency  shall  require the prior  written  consent of
Cambio and thereafter may be settled in accordance  with the standard  policy of
the collection agency.

     (d) A Medicare claim for which the Subsidiary must  acknowledge  payment in
full of an  amount  which is less  than the full  claim  submitted  shall not be
settled without the prior written consent of Cambio. In the event that an amount
is received for a Medicare  claim which is sufficient to pay the Medbrook  Note,
the Cambio Note and the liabilities of the Subsidiary which submitted the claim,
Imperial  may accept the payment and divide the  remaining  funds in  accordance
with this agreement. In the event that Cambio wishes to make a further appeal of
such a claim, and is willing to advance the costs, Imperial shall either process
the appeal,  or convey the stock of such Subsidiary to Cambio or its nominee and
waive any further right to a portion of the proceeds.

     3. The proceeds of the  liquidation  of Medbrook shall first be used to pay
principal of the Medbrook Note, and thereafter the principal of the Cambio Note.
The proceeds of the liquidation of the remaining Subsidiaries,  after payment of
its liabilities,  shall be used first to pay the remaining  principal balance of
the Medbrook  Note,  and  thereafter to pay the principal of the Cambio Note. If
any  Subsidiary  shall be  determined  to be  insolvent,  any proceeds  from its
accounts shall be paid or set aside for its creditors. If it shall be determined
that  Cambio is  responsible  for the debts of any such  subsidiary,  any excess
proceeds from the  liquidation of the other  Subsidiaries,  after payment of the
Medbrook  Note  and the  Cambio  Note,  shall  be  applied  in  payment  of such
obligations.

     4. The remaining  principal of the Medbrook Note and the Cambio Note to the
extent not paid from the  proceeds  of  liquidation  shall be due and payable on
February 1, 2000.  Until the Medbrook Note and the Cambio Note are paid in full,
Cambio agrees to pay to Imperial,  all interest  payable under the Medbrook Note
and the Cambio Note commencing February 1, 1999, and continuing until said Notes
have been paid in full.

     5.  Until the  Cambio  Note and the  Medbrook  Note have been paid in full,
Cambio  agrees to pay to  Imperial  to be used by  Imperial to pay the costs and
expenses  incurred in  connection  with the  collection  of the  accounts of the
Subsidiaries  the sum of $5,000 per month. If the proceeds of the liquidation of
the  Subsidiaries  exceed the amounts  necessaary to pay the Medbrook  Note, the
Cambio Note and the other liabilities of the  Subsidiaries,  the amounts paid by
Cambio and any amounts  paid by Imperial  for the costs of  collection  shall be
reimbursed  to them pari pasu  prior to the  payment to Cambio or  retention  by
Imperial of any such excess proceeds.


<PAGE>


     6. So long as Cambio  shall  perform its  obligations  hereunder,  Imperial
agrees  to  subordinate  its  security  interest  in the  accounts  and  general
intangibles  of Cambio to a security  interest  to be  granted to a third  party
lender  which  shall  be a  bank,  commercial  loan  company,  factor  or  other
independent  commercial  lender  which is engaged in the  business of  providing
accounts receivable financing.  Provided, that the proceeds of any such loans to
Cambio shall be used  exclusively for the payment of operating  expenses for the
business of Cambio.  No portion of such funds shall be used to pay  principal or
interest  on  outstanding  loans  other than the  commercial  lender to whom the
subordination  has been  granted.  In the  event  that  Cambio  defaults  in the
performance of its obligations hereunder, Imperial may terminate its obligations
to subordinate to any further loans by such commercial lender.

     7. As  consideration  for the  sale  and  assignment  of the  stock  of the
Subsidiaries,  Imperial shall pay to Cambio,  from the proceeds of  liquidation,
one-half of such  proceeds  after the  repayment  of the  Medbrook  Note and the
Cambio Note, and after payment of all reasonable expenses of collection incurred
by Imperial,  including  compensation  to its president,  Peter  Schneider,  for
services rendered and for legal and accounting fees.

     8. Nothing  provided  herein shall be deemed to relieve either  Medbrook or
Cambio of its obligations to Imperial nor to release any of the security granted
by Medbrook and Cambio to Imperial for the performance of its obligations.

     9. In the event  that any party  shall  default in the  performance  of its
obligations hereunder,  and any other party shall bring an action to enforce the
provisions  of this  Agreement,  the party or parties  prevailing in such action
shall be entitled to receive  from the party or parties not  prevailing  in such
action all costs and expenses incurred including a reasonable attorneys fee.

     10. This  Agreement  incorporates  all the  agreements  of the parties with
respect  to  the   matters  set  forth   herein,   and   supercedes   all  prior
representations  and  negotiations.  This  Agreement  may be modified  only by a
writing signed by each of the parties.

     IN WITNESS WHEREOF,  the parties have executed this Agreement upon the date
above written.

IMPERIAL LOAN MANAGEMENT
CORPORATION


By:/s/ Peter Snider

CAMBIO INC.


By:/s/ Ali Al-Dahwi

MEDBROOK HOME HEALTH, INC.


By: /s/ Harvey Wm. Glasser