AGREEMENT


     This Agreement made this 2nd day of February, 1999, by and among HARVEY WM.
GLASSER  ("Glasser"),   CAMBIO,   INC.,  a  Delaware   corporation   ("Cambio"),
EURO-AMERICA-II,  L.P.,  2001  PARTNERS,  L.P. and  FREDERICK R. ADLER  (jointly
"Security Holders").
 
                                 R E C I T A L S

     A.  Glasser  is the owner of 39,392  shares of the Class A common  stock of
Cambio and 1,159,500 shares of the Class B common stock of Cambio.

     B.  Security  Holders  are the  owners of  1,176,475  shares of the Class A
common stock of Cambio.

     C.  Security  Holders are willing to purchase and Cambio is willing to sell
additional shares of its Class A common stock as herein provided.

     D. Cambio proposes to enter into an agreement with Imperial Loan Management
Corporation  whereby  Imperial Loan  Management  Corporation  will take title to
certain  subsidiaries of Cambio and use its best efforts to collect their assets
and pay certain  obligations of Cambio to Imperial Loan  Management  Corporation
(the "Imperial Agreement").

     E.  Glasser is willing to  exchange  his Class B common  shares for Class A
common shares of Cambio, and to resign as the chairman of the Board of Directors
and Chief  Executive  Officer of Cambio upon the terms and  conditions set forth
herein.

     NOW, THEREFORE, the parties agree as follows:

     1.  The  parties  agree  that  Cambio  shall  execute  and  carry  out  its
obligations under the Imperial Agreement.

     2. Cambio agrees to sell and issue, and Security Holders agree to purchase,
a minimum of Two Million One Hundred Twenty Five Thousand (2,125,000) shares and
a maximum of Three Million  (3,000,000) shares of Class A common stock of Cambio
for a purchase  price of $.20 per share  payable in cash.  The proceeds from the
sale of the  shares  shall be used  exclusively  to pay  obligations  of  Cambio
arising out of the operation of the business  including current accounts payable
and future  obligations.  No portion  of the  proceeds  shall be used to pay any
obligations of Cambio to Security Holders or Glasser.

     3. Upon the sale of the stock and receipt of the  purchase  price,  Glasser
agrees to resign as  Chairman  of the  Board of  Directors  and Chief  Executive
Officer.

     4. Upon the sale of the stock and receipt of the purchase  price,  and upon
the  execution  of the  Imperial  Agreement  and  delivery  of the shares of the
subsidiaries  to Imperial Loan Management  Corporation  pursuant to the Imperial
Agreement,  Glasser  agrees to  convert  his  Class B common  shares to an equal
number of Class A common shares of Cambio.

     5. Security Holders agree that for a period of not less than two years from
the issuance of the new Class A Common  shares,  they shall vote their shares to
elect Glasser as a director of Cambio.

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

                                                       EURO-AMERICA-II, L.P. AND
                                                       2001 PARTNERS, L.P.
/s/ Harvey Wm. Glasser 
HARVEY WM. GLASSER
                                                      By: /s/ Frederick R. Adler

CAMBIO, INC.


By: /s/ Ali Al-Dahwi                                   /s/  Frederick R. Adler
                                                       Fredeick R. Adler