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                  AGREEMENT TERMS AND CONDITIONS
                                 
                                 
     The contents of this Agreement, dated October 27, 1997,
constitute the terms and conditions governing this AGREEMENT
between ImageMatrix Corporation  ("IMCX") and Treuhand, Inc.
("Treuhand") and Blair William McNea ("McNea").

     WHEREAS IMCX is a publicly held company in the business of
providing software for the health insurance and managed care
industry;

     WHEREAS, Treuhand is in the business of consulting for
publicly held companies seeking to raise money in the private and
public capital markets;

      WHEREAS, McNea is currently Senior Vice President of Business
Development, Chief Financial Officer and Corporate Secretary of
IMCX;

     WHEREAS, IMCX desires to contract for Treuhand to provide its
services for IMCX and McNea IMCX desire for McNea to discontinue
his services as an officer;

     NOW, THEREFORE, it is mutually agreed as follows:


1.   DEFINITIONS:

As used throughout this Agreement, the following shall have the
meanings below, unless otherwise indicated:

     1.1  The term "Agreement" means the terms and conditions contained
          herein, all attached Exhibits hereto, and any other documents made
          a part of this Agreement or incorporated by reference, including
          any written amendments which have been signed by the authorized
          representatives of the parties.
1.2  The term "Confidential Information" means any information as
defined in Article 7 of this Agreement.
1.3  The term "Treuhand" means any and all Treuhand employees,
agents, and subcontractors supplied by Treuhand to perform services
for IMCX.
1.4  The term "IMCX" shall include any successors or assignees of
the original IMCX.
1.5  The term "Financing Instrument" shall include any common
stock, preferred stock, options, warrants, or convertible debt sold
or granted with the intention of creating a cash contribution to
IMCX's balance sheet.  This shall specifically include, but not be
limited to, the exercise of warrants for cash granted to Mueller
Trading Company currently outstanding as of the date of this
agreement and any future warrants granted to Mueller Trading
Company during the term of this agreement.
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1.6  The term "Financing Event" shall include any time that a
Financing Instrument results in the actual infusion of cash to IMCX
including, but not limited to, the exercise for cash of any
warrants held by Mueller Trading Company as of the date of this
agreement.
1.7  The term "Financing Entity" shall include any company,
partnership, fund, individual or other entity which shall invest or
cause money to be invested in IMCX and which Treuhand engaged in
the negotiation of such investment. This shall specifically
include, but not be limited to, Broad Capital Associates and
Mueller Trading Company.
     
2.   TERM
     2.1  This Agreement shall become effective as of  the date first
          written above, and shall remain in full force and effect until:
          a)   January 31, 1999, or;
          b)   The written notice of termination of this Agreement by any
            party which can occur anytime 210 days after the date of this
            agreement.
          c)   Not withstanding the above, Treuhand's rights to fees when it
            has identified a Financing Entity, participated in meaningful
            discussions concerning a Financing Instrument with that Financing
            Entity and the aforementioned leads to a Financing Event within one
            year of the termination of this Agreement by either party, shall
            result in the payment of cash fees and warrants as designated in
            the Price and Payment section of this Agreement.

3.   PLACE OF PERFORMANCE

     8.1  Treuhand shall perform the Responsibilities primarily at
          its office in Boulder, Colorado.

4.   PRICE AND PAYMENT

     4.1  For the  performance of the Responsibilities described in this
          Agreement, and in accordance with the requirements of this
          Agreement, IMCX shall pay to Treuhand the fees in the amounts and
          on the terms set forth below:
4.2  For the sale of any Financing Instrument which results in a
Financing Event, Treuhand shall receive a 4% cash fee on the gross
proceeds of cash from the Financing Event if such Financing Event
occurs on or before February 27, 1998.  If such Financing Event
occurs after February 27, 1998, a fee of 3% on the gross proceeds
shall be paid.
4.3  Treuhand shall also receive warrants to purchase shares in
IMCX equal to 2.5% of the dollars raised at the price at which
money is raised. For example, one million shares sold at $3.00
would equal 75,000 warrants priced at $3.00.
4.4  All out-of-pocket directly associated with the performance of
duties associated with this Agreement including travel,
entertainment, printing, slide production, long distance and
cellular phone calls.
4.5  For the performance of the Responsibilities described in this
Agreement by IMCX, and in accordance with the requirements of this
Agreement, McNea shall resign as Senior Vice President of Business
Development, Chief Financial Officer and 
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Secretary of the Corporation and wave any right or future claim to severance
payments (estimated at approximately $70,000) owed to him pursuant
to his severance agreement with IMCX.
          
 5.  TREUHAND RESPONSIBILITY

     5.1  Treuhand shall be responsible to IMCX for all acts related to:

     a)   Finding, negotiating and closing on transactions requested by
          IMCX to raise capital.
     b)   Working with IMCX corporate counsel to facilitate legal
          documentation, SEC documentation and NASDAQ notification and
          compliance on other related transaction documentation.

6.   IMCX RESPONSIBILITY


                       6.1   IMCX warrants and agrees to:

     a)   Provide Treuhand and potential investors with information
          necessary to reach an investment decision.
     b)   Provide for legal and accounting assistance through IMCX's
          lawyers and accountants in order to facilitate above closings of
          Financing Events.
     c)   Make Treuhand its exclusive agent and negotiator for raising
          capital and similar services (excluding negotiating mergers,
          acquisitions or other combinations) for the life of this agreement
          or upon termination of said agreement.

7.   CONFIDENTIAL INFORMATION

     7.1  In order that Treuhand may perform this Agreement, either
          party may disclose confidential and proprietary information
          pertaining to either party's past, present and future activities,
          including, without limitation, research, development, or business
          plans, operations or systems; past financial performance and
          anticipated financial performance in the future; it is further
          recognized that Treuhand will assist in developing material and
          information which either party will wish to hold and to be held by
          Treuhand as confidential and proprietary information of either
          party (collectively, "Confidential Information").  Accordingly,
          Treuhand acknowledges that Confidential Information constitutes
          valuable trade secrets of either party and agrees to use such
          Confidential Information only in performance of this Agreement;
          7.2  Neither party shall have an obligation with respect
          to any portion of Confidential Information which (a) was
          known to it prior to receipt, directly or indirectly, of
          such portion from the other party, (b) is lawfully
          obtained by either party from a third party under no
          obligation of confidentiality, direct or indirect, or (c)
          is or becomes known or available without any act or
          failure to act by either party.  Neither party shall
          disclose any portion of the Confidential Information to
          any person except those of its employees having a need to
          know such portion in order to accomplish the sole purpose
          stated above.
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          7.3  The parties will use the same care and discretion to
          avoid disclosure of Confidential Information as they use
          with respect to their own similar information that the
          parties do not wish to disclose.
          7.4  Either party may disclose Confidential Information
          to: (i) its employees, agents, subcontractors who have a
          need to know, or its affiliates, and employees, agents,
          subcontractors or its affiliates who have a need to know
          and are on the project team; and (ii) any other party
          with the nondisclosing party's prior consent.
          7.5  Each party to which Treuhand discloses information
          shall be bound by a Non-Disclosure Agreement intended to
          keep all information regarding IMCX confidential.
          7.6  Each party may disclose Confidential Information to
          the extent required by law. However, each party must give
          the other party prompt notice.
          7.7  This Section shall survive the termination of this
          Agreement.

8.   INDEMNIFICATION AND HOLD HARMLESS

     8.1  Either party agrees to defend, indemnify, and hold the
          other party harmless and its officers, employees, and
          agents from and against any and all claims, actions,
          suits, or proceedings of any kind brought against said
          parties for or on account of any matter arising from any
          intentional torts or the negligent performance of the
          services performed by either party and/or their officers,
          employees, or agents under this Agreement.

9.   COMPLAINTS and ARBITRATION

     9.1  Resolution of Complaints:
          Any dispute or question involving the application,
          interpretation or performance of this Agreement, shall be
          settled, if possible, by amicable and informal
          negotiations, allowing such opportunity as may be
          appropriate under the circumstances for fact-finding and
          mediation.  However, if any such complaint cannot be
          resolved in this fashion, said complaint shall be
          submitted to binding arbitration, following the procedure
          set forth in Section 9.2 hereof.

     9.2  Arbitration Procedures
          (a)  Either party shall initiate the arbitration process by giving
            to the other written notice, which shall clearly describe the
            underlying complaint as to which arbitration is requested.
          (b)  The question(s) or dispute(s) shall be referred to arbitration
            before a panel composed of one arbitrator designated by Treuhand,
            one arbitrator designated by IMCX and a third arbitrator chosen by
            the two thus designated.  In the event that the agreement ads to
            the third arbitrator cannot be reached within fourteen (14) days
            from the date that arbitration was requested, the third arbitrator
            shall be drawn by lot by a representative of Treuhand from two
            candidates, one nominated by IMCX and one by Treuhand,
            respectively.
          (c)  The panel of arbitrators shall determine the question(s) or
            dispute(s) referred to them as expeditiously as possible in
            accordance with the procedures of the American Arbitration
            Association for the handling of such matters, except as such
            procedures may conflict with applicable state laws,  It is
            understood and agreed that, as to the substantive issues submitted
            to arbitration, the panel of arbitrators is not bound by any rules,
            principles or interpretations of law in their 
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            resolution.  In all cases, the decision of the panel of 
            arbitrators shall be final and binding upon the parties, 
            and judgment on the award of the arbitration panel may be 
            entered in any court of competent jurisdiction.  
            The costs of the arbitration will be borne by the
            party or parties against whom any decision is rendered.

10.  HEADINGS

     10.1 Headings used in this agreement are for convenience of
          reference only and shall not be construed as altering the
          meaning of an Article or this Agreement.


11.  APPLICABLE LAW

     11.1 This Agreement shall be interpreted, construed and
          governed by the laws of the State of Colorado, without
          regard to conflict of law provisions.

12.  SURVIVAL

     12.1 All obligations, which by their nature survive the expiration,
          cancellation or termination of this Agreement, shall remain in
          effect after its expiration, termination or cancellation.

13.  SEVERABILITY

     13.1 If any provision of this Agreement is held to be illegal,
          invalid or unenforceable, the remaining terms shall not
          be affected.  The Agreement shall be interpreted as if
          the illegal, invalid or unenforceable provision had not
          been included in it, and the invalid or unenforceable
          provision shall be replaced by a mutually acceptable
          provision which, being valid and enforceable, comes
          closest to the intention of the Parties underlying the
          invalid or unenforceable provision.


14.  NOTICES

     14.1 Under this Agreement, if one party is required to give
          notice to the other, such notice shall be deemed given
          five (5) days after being deposited in the U.S. Mail,
          First Class Postage Pre-Paid and addressed as follows (or
          as subsequently noticed to the other party): Treuhand,
          c/o Blair William McNea, President, 1020 Poplar Avenue,
          Boulder, Colorado 80304.  IMCX, Dennis Hefter, President
          and COO, 400 South Colorado, Blvd, Suite 500, Denver,
          Colorado 80222.


15.  ASSIGNMENTS

     15.1 Rights to this contract may not be assigned by Treuhand
          to any third party with the written consent of the IMCX,
          except to a person which currently (as of October 27,
          1997) controls in excess of 51% of Treuhand common stock.
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     15.2 In the event that the IMCX is acquired by, merged with,
          or sells substantially all of its assets to another
          person or entity (a "Successor Entity"), IMCX shall have
          the right to assign and convey all of its rights and
          obligations under this agreement to the Successor Entity,
          provided Treuhand is given written notice.

16.  SIGNING AUTHORITY

     16.1 The undersigned represent and warrant that they have the
          legal capacity and authority to enter into this
          Agreement.
17.  GENERAL AGREEMENT

     17.1 This Agreement constitutes the entire understanding of the
          Parties, and supersedes all prior or contemporaneous written and
          oral agreements, with respect to the subject matter.  This
          Agreement may not be modified or amended except in writing signed
          by both Parties.  Any person not a Party to this Agreement shall
          not have any interest or be deemed a third-party beneficiary to
          this Agreement.  Both parties acknowledge that they will be engaged
          in lengthy and protracted efforts to position IMCX for a private
          placement or public offering of its shares.  Such activities
          require the clearance of regulatory approval.  Such clearance is
          often contingent upon the proper structure of agreements.  Should
          corporate counsel designate that changes to the above agreement
          should be made to meet such requirements, both parties agree to
          make such changes, and to do so in a way which does not have a
          materially negative impact on either party, based on the terms and
          conditions of this Agreement.
     
ImageMatrix Corporation                 Treuhand Inc.

By:  /s/ Gerald E. Henderson       By: /s/ Blair W. McNea
    ------------------------          --------------------
      Signature                        Signature

   Gerald E. Henderson             Blair W. McNea
-------------------------          ------------------------
        Name                            Name

Chief Executive Officer            President
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 Title                              Title

October 31, 1997                   October 31, 1997
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Date Signed                        Date Signed