CAMBIO, INC.
                      SERIES A CONVERTIBLE PREFERRED STOCK
                           SUMMARY OF PRINCIPAL TERMS



Issuer:             Cambio, Inc. ("CAMB" or the "Company")

Securities:         Up to  $3,750,000  (37,500  shares) of Series A  Convertible
                    Preferred Stock (the "Preferred Stock"). See Exhibit A.

Price:              $100 per share for the Preferred Stock.

Use of Proceeds:    Debt conversion,  to repay debt, to fund future  development
                    opportunities, and for working capital needs.

Seniority:          The  Preferred  Stock  will  rank  senior  in all  respects,
                    including  payment on  liquidation  and  redemption,  to all
                    other equity securities of the Company.

Rights, Preferences, and 
Privileges of Preferred Stock

1) Conversion:      The holders (collectively,  the "Investor Group") shall have
                    the right to convert  the  Preferred  Stock,  in whole or in
                    part,  at any  time,  into  shares  of  Common  Stock of the
                    Company.

2) Conversion
   Price:           $0.20 per share of Common Stock, subject to adjustment for a
                    Diluting Issuance (as defined below).

3) Dividend
   Provisions:      The  holders of the  Preferred  Stock  shall be  entitled to
                    receive cash  dividends in an amount equal to the equivalent
                    per share dividend declared on the Common Stock, when and as
                    declared  by the  Board of  Directors.  It is not  expected,
                    however,  that the Company will declare any dividends on the
                    Common Stock..

4) Liquidation
   Preference:      In  the  event  of  any  liquidation  or  winding  up of the
                    Company,  the  holders  of  the  Preferred  Stock  shall  be
                    entitled to receive,  prior and in preference to the holders
                    of Common  Stock and any series of preferred  stock  ranking
                    junior to the Preferred  Stock, an amount (the  "Liquidation
                    Amount") equal to the greater of: (i) the original  purchase
                    price  per  share  of  Preferred  Stock  then  held  by such
                    holders,  plus all declared but unpaid  dividends;  (ii) the
                    amount that such holder  would  receive if it had  converted
                    the Preferred Stock to Common Stock prior to the event.

5)  Anti-Dilution
    Provisions:     The Initial Conversion Price of the Preferred Stock shall be
                    subject to  adjustment  on a full ratchet basis for a period
                    of 18 months  beginning  on the closing  date (i.e.,  if the
                    Company  issues  stock at a price  less than the  conversion
                    price,  the  conversion  price will be adjusted  downward to
                    such price),  and thereafter on a weighted average basis, in
                    certain events including: (i) any subdivisions, combinations
                    or reclassifications of the Company's Common Stock; (ii) any
                    payment,  issuance  or  distribution  by the  Company to its
                    stockholders   of  a  stock  dividend.   The   anti-dilution
                    provisions  exclude  shares  subject to stock  options under
                    stock option,  compensation  or similar  benefit  plans.


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6) Early Redemption:At the  option  of the  holders  upon the  occurrences  of a
                    Liquidation  Event the holders shall receive the Liquidation
                    Amount. A "Liquidation  Event" shall include:  (i) a sale of
                    all or  substantially  all of the  operating  assets  of the
                    Company;  (ii) an event that  causes  the  Company to become
                    insolvent; (iii) an event that takes the Company private.

7) Call Privilege:  At any time after the  closing,  the  Company may "Call" the
                    Preferred  Stock if the  Common  Stock has traded at 500% of
                    the Conversion Price, or above, for 30 consecutive days with
                    an average  daily volume in excess of 50,000  shares.  After
                    receiving  a "Call  Notice",  the  holders of the  Preferred
                    Stock shall have 20 days in which to convert their Preferred
                    Stock prior to the Company effecting the Call.

8) Voting Rights:   The holders of  Preferred  Stock shall vote with the holders
                    of Common  Stock and shall have the right to that  number of
                    votes  equal to the number of whole  shares of Common  Stock
                    issuable  upon  conversion  of the  Preferred  Stock  in all
                    matters. See also "Restrictive Covenants" below.

9) Registration
   Rights:          The registration  rights granted to holders of the Preferred
                    Stock will rank pari passu with any registration  rights the
                    Company  has  previously  granted  and  senior to any it may
                    grant hereafter with respect to priority in any offering. At
                    any  time  following  the  closing  of the  purchase  of the
                    Preferred  Stock,  the holders  shall be entitled to two (2)
                    demand registrations.  All fees and expenses incident to the
                    Company's  or  the  Investor   Group's   performance  of  or
                    compliance with the Registration  pursuant to this Agreement
                    shall  be  borne by the  Company  whether  or not any of the
                    Registration Statements become effective.

10)  Information
     Rights:        So long as shares of Preferred  Stock are  outstanding,  the
                    holders  shall be  furnished  by the Company  with:  (i) all
                    publicly available  financial and news information  produced
                    by the Company;  (ii) an officer's certificate of compliance
                    with  the  restrictive  covenants  referred  to  below  on a
                    quarterly basis;  (iii) audited yearly  financials within 90
                    days of year end; (iv) quarterly  financials within 45 days;
                    and (v) information that they may reasonably request.

11)  Board of
     Directors:     The Board will  consist of up to 7  members,  a majority  of
                    which will be comprised of persons  other than  employees of
                    the Company and its subsidiaries  ("unaffiliated  members").
                    Until such time as the holders of the Preferred  Stock shall
                    have exercised their right to elect five (5) directors.

12)  Restrictive
     Covenants:     The Company may not, without the consent of the holders of a
                    majority  of the shares of  Preferred  Stock:  (i) issue any
                    class or series of equity or  equity-linked  security senior
                    or pari  passu  to the  Preferred  Stock  as to  payment  of
                    dividends  or payments on  liquidation  or winding up of the
                    Company;  (ii) enter into any agreement  that would restrict
                    the  Company's  right to  perform  under the Stock  Purchase
                    Agreement; (iii) incur debt or encumber its assets above $10
                    million;  (iv)  amend the  charter  or bylaws in any  manner
                    which  would  impair or reduce the  rights of the  Preferred
                    Stock;  (v)  liquidate or dissolve;  (vi) go private;  (vii)
                    redeem or repurchase any  outstanding  stock except pursuant
                    to employee stock option or similar  plans;  or (viii) enter
                    into  any  other  line of  business  other  than a  business
                    substantially  similar or related to the existing  business.
                    These rights will be  transferable  to any  purchaser of the
                    Preferred  Stock;  provided that the purchaser is reasonably
                    acceptable to the Company.


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13)  Preemptive
     Rights:        Holders of Preferred  Stock shall have the right to purchase
                    that  number  of  shares  of  future   offerings  of  equity
                    securities  (or  warrants  or  securities  convertible  into
                    equity  securities)  of the Company that will enable them to
                    maintain  their fully  diluted  percentage  ownership of the
                    Company at the offering  price or the price being aid by the
                    third party, as applicable.  Excluded are all shares issued:
                    (i) to employees,  officers,  or directors pursuant to plans
                    approved by the Board;  (ii) in  connection  with mergers or
                    acquisitions.

14)  Purchase
     Agreement:     The Preferred  Stock shall be purchased  pursuant to a stock
                    purchase agreement (the "Stock Purchase  Agreement") drafted
                    by  counsel  to  the  Investor   Group  and  shall   contain
                    representations, warranties and covenants of the Company and
                    conditions  to closing  customary  for  transaction  of this
                    kind.

15) Professional Fees
    and Expenses:   In the event the transactions contemplated by this letter of
                    intent are consummated, the Company shall pay all legal fees
                    and  disbursements  related to the transaction  contemplated
                    hereby (which shall not exceed $10,000),  such payment to be
                    made at the closing of the transaction.


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                                    EXHIBIT A

The Series A Convertible  Preferred Stock will allow for the following  possible
transactions.


Frederick Adler Note Conversion - $754,790

Euro-America Note Conversion - $302,528

Phifer Note Conversion - $200,000

Western Bank Note - $150,000

Existing Cambio Networks Note Holders - $250,000

Accrued Interest Owed to Cambio Networks Note Holders - $100,000

New Investment - $1,992,682