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<SEC-DOCUMENT>0001010549-02-000010.txt : 20020413
<SEC-HEADER>0001010549-02-000010.hdr.sgml : 20020413
ACCESSION NUMBER:		0001010549-02-000010
CONFORMED SUBMISSION TYPE:	DEF 14C
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20020125
FILED AS OF DATE:		20020111

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			MB SOFTWARE CORP
		CENTRAL INDEX KEY:			0000714256
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-HEALTH SERVICES [8000]
		IRS NUMBER:				592219994
		STATE OF INCORPORATION:			CO
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		DEF 14C
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-11808
		FILM NUMBER:		2507794

	BUSINESS ADDRESS:	
		STREET 1:		2225 E RANDOL MILL RD
		STREET 2:		STE 305
		CITY:			ARLINGTON
		STATE:			TX
		ZIP:			76011
		BUSINESS PHONE:		8177928872

	MAIL ADDRESS:	
		STREET 1:		2225 EAST RANDOL MILL RD
		STREET 2:		SUITE 305
		CITY:			ARLINGTON
		STATE:			TX
		ZIP:			76011

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	INAV TRAVEL CORPORATION
		DATE OF NAME CHANGE:	19920703

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	TWISTEE FREEZ CORP
		DATE OF NAME CHANGE:	19840917

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	TWISTEE TREAT CORP
		DATE OF NAME CHANGE:	19910220
</SEC-HEADER>
<DOCUMENT>
<TYPE>DEF 14C
<SEQUENCE>1
<FILENAME>mbdef14c012502.txt
<TEXT>


                            SCHEDULE 14C INFORMATION

 Information Statement Pursuant to Section 14(c) of the Securities Exchange Act
                                    of 1934


Filed by the Registrant [X]
Filed by a Party other than the Registrant [  ]

Check the appropriate box:

[ ]      Preliminary Information Statement

[ ]      Confidential,  for Use of the  Commission  Only (as  permitted  by Rule
         14c-5(d)(2))

[X]      Definitive Information Statement

                             MB Software Corporation
                (Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):

[ ]      No fee required.
[ ]      Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.

         1)       Title  of  each  class  of  securities  to  which  transaction
         applies: Common Stock

         2)       Aggregate number of securities to which  transaction  applies:
         9,000,000

         3)       Per  unit  price  or other  underlying  value  of  transaction
         computed  pursuant to  Exchange  Act Rule 0-11 (Set forth the amount on
         which the  filing  is  calculated  and  state  how it was  determined):
         One-fiftieth of one percent of $1,125,000

         4)       Proposed maximum aggregate value of transaction: $1,125,000

         5)       Total Fee Paid: $225.00

[X]      Fee paid previously with preliminary materials.

[ ]      Check box if any part of the fee is offset as provided by Exchange  Act
Rule  0-11(a)(2)  and identify the filing for which the  offsetting fee was paid
previously.  Identify the previous filing by registration  statement  number, or
the Form or Schedule and the date of its filing.

         1)       Amount Previously Paid:

         2)       Form, Schedule or Registration Statement No.:

         3)       Filing Party:

         4)       Date Filed:



<PAGE>

                             MB SOFTWARE CORPORATION
                       2225 E. RANDOL MILL ROAD, SUITE 305
                           ARLINGTON, TEXAS 76011-6306

                                January 25, 2002



Dear Shareholder:

         Notice is hereby  given that the Annual  Meeting of  Shareholders  (the
"Meeting") of MB Software  Corporation,  a Colorado corporation (the "Company"),
will be held at the offices of the  Company at 2225 E.  Randol Mill Road,  Suite
305,  Arlington,  Texas, on February 11, 2002, at 10:00 a.m.,  local time, or at
such other times and places to which the Meeting may be adjourned.  The attached
Notice of Annual  Meeting and  Information  Statement  fully describe the formal
business to be  transacted  at the Meeting,  which  includes the election of six
members  of  the  Board  of  Directors,  the  approval  of the  Restructure  and
Settlement   Agreement   with  Imagine   Investments,   Inc.  (the   "Settlement
Agreement"),  and the  transactions set forth in the Settlement  Agreement,  the
approval of the  reincorporation of the Company as a Texas corporation under the
name  eAppliance  Innovations,  Inc., and such other matters that shall properly
come before the Meeting or any adjournments  thereof. We have enclosed a copy of
the Company's  Annual Report for the fiscal year ended  December 31, 2000 and of
the Quarterly Report for the fiscal quarter ended September 30, 2001.

         The  Company's  Directors and officers will be present to help host the
Meeting and to respond to any questions that our  shareholders  may have. I hope
that you will be able to attend.

         The Company's Board of Directors believes that a favorable vote on each
of the matters to be  considered  at the Meeting is in the best  interest of the
Company and its shareholders  and unanimously  recommends a vote "FOR" each such
matter.

On behalf of your Board of Directors, thank you for your support.

                                           Sincerely,



                                           /s/ Scott A. Haire
                                           ------------------
                                           Scott A. Haire
                                           Chairman of the Board,
                                           Chief Executive Officer and President


<PAGE>


                             MB SOFTWARE CORPORATION
                       2225 E. RANDOL MILL ROAD, SUITE 305
                           ARLINGTON, TEXAS 76011-6306

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                          TO BE HELD FEBRUARY 11, 2002

         NOTICE IS HEREBY  GIVEN that the Annual  Meeting of  Shareholders  (the
"Meeting") of MB Software  Corporation,  a Colorado corporation (the "Company"),
will be held at the offices of the  Company at 2225 E.  Randol Mill Road,  Suite
305,  Arlington,  Texas, on February 11, 2002, at 10:00 a.m.,  local time, or at
such other times and places to which the Meeting may be adjourned.

         The Meeting is for the following purposes:

         (1)      To elect six members of the Board of Directors for the term of
office stated in the Information Statement.

         (2)      To  consider  and  approve  the   Restructure  and  Settlement
Agreement with Imagine Investments,  Inc. (the "Settlement Agreement"),  and the
transactions set forth in the Settlement Agreement.

         (3) To  consider  and  approve  the  Agreement  Plan of Merger  between
Company and a wholly-owned  subsidiary (the "Merger  Agreement") under which the
Company will be  reincorporated as a Texas corporation under the name eAppliance
Innovations, Inc.

         (4)      To transact any other  business  that may properly come before
the Meeting or any adjournments thereof.

         The close of  business  on  December  13,  2001,  has been fixed as the
record date for  determining  shareholders  entitled to notice of and to vote at
the Meeting or any adjournments  thereof. For a period of at least 10 days prior
to the Meeting, a complete list of shareholders  entitled to vote at the Meeting
will be open to the  examination of any  shareholder  during  ordinary  business
hours at the  offices of the  Company at 2225 E.  Randol  Mill Road,  Suite 305,
Arlington, Texas.

         WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE  REQUESTED NOT TO SEND US
A PROXY.


         Information  concerning  the matters to be acted upon at the Meeting is
set forth in the accompanying Information Statement.


                                              By Order of the Board of Directors


                                              /s/ Lucy J. Singleton
                                              ---------------------
                                              Lucy J. Singleton
                                              Secretary
Arlington, Texas
January 25, 2002

<PAGE>

                             MB SOFTWARE CORPORATION
                       2225 E. RANDOL MILL ROAD, SUITE 305
                           ARLINGTON, TEXAS 76011-6306

                              INFORMATION STATEMENT
                                       FOR
                         ANNUAL MEETING OF SHAREHOLDERS
                          TO BE HELD FEBRUARY 11, 2002

         This  Information  Statement is being first mailed on January 25, 2002,
to  shareholders  of  MB  Software  Corporation,  a  Colorado  corporation  (the
"Company"),  by  the  Board  of  Directors  for  use at the  Annual  Meeting  of
Shareholders  (the "Meeting") to be held at 10:00 a.m.,  local time, on February
11, 2002, at the offices of the Company at 2225 E. Randol Mill Road,  Suite 305,
Arlington,  Texas, or at such other times and places to which the Meeting may be
adjourned (the "Meeting Date").

         The purpose of the Meeting is to consider and act upon (i) the election
of six members of the Board of Directors  for the term of office  stated in this
Information  Statement (the  "Election");  (ii) the  Restructure  and Settlement
Agreement with Imagine Investments,  Inc. (the "Settlement Agreement"),  and the
transactions  set forth in the  Settlement  Agreement  (the  "Sale");  (iii) the
Agreement  and Plan of Merger beween the Company and a  wholly-owned  subsidiary
(the "Merger  Agreement")  under which the Company will be  reincorporated  as a
Texas   corporation   under  the  name   eAppliance   Innovations,   Inc.   (the
"Reincorporation");  and (iv) such other matters as may properly come before the
Meeting or any adjournments  thereof. A representative  from Weaver and Tidwell,
LLP, our independent public accountants, will be present at the Meeting and will
have the  opportunity  to make a statement if they desire to do so and to answer
any appropriate questions from shareholders.

                                   RECORD DATE

         The record date for  determining the  shareholders  entitled to vote at
the Meeting was the close of business on December 13, 2001 (the "Record  Date"),
at which time the Company had issued and outstanding 72,991,971 shares of Common
Stock, par value $.001 per share ("Common Stock") and 340,000 shares of Series A
Cumulative Convertible Participating Preferred Stock, par value $10.00 per share
("Series A Preferred Stock").  The shares of Common Stock and Series A Preferred
Stock constitute the only outstanding  voting securities of the Company entitled
to be voted at the Meeting.

                            SUMMARY TERM SHEET - SALE

         This  summary term sheet  relates to the Sale  discussed in more detail
below under the section  entitled  "Proposal  II -  Restructure  and  Settlement
Agreement."  Neither this  summary nor the  discussion  under  Proposal II below
contains all of the information  that is important to you. You should  carefully
read the entire  Information  Statement  and the  Settlement  Agreement to fully
understand the Sale. The  Settlement  Agreement is attached to this  Information
Statement as Exhibit A. We encourage you to read the Settlement Agreement, as it
is the legal  document that governs the Sale. A more detailed  discussion of the
summary terms set forth below is included in this  Information  Statement  under
Proposal II. (See p. 12 of this Information Statement)

                                       2
<PAGE>


Proposed Acquisition

         Shareholder  Vote.  You are being asked to vote to approve a settlement
transaction  whereby  we will sell to  Imagine  Investments,  Inc.,  a  Delaware
corporation ("Imagine Investments") or its wholly-owned subsidiary.  XHI2, Inc.,
a Delaware  corporation ("XHI, and together with Imagine  Investments,"Imagine")
either (a) our medical clinic  business,  plus 4,500,000 shares of Common Stock,
or at Imagine's  discretion,  (b) no assets and 9,000,000 shares of Common Stock
(See p. 12 of this Information Statement).

         The Acquiror. Imagine Investments is a wholly owned subsidiary of Stone
Investments,  Inc.,  which in turn is a  subsidiary  of Stone  Capital,  Inc., a
corporation with, on a consolidated  basis,  over $3 billion in assets.  Imagine
Investments is a holding company with investments in the healthcare industry and
building materials industry.

         Consideration to the Company.  The consideration  payable by Imagine to
us for the assets and Common Stock (or  alternatively,  just Common  Stock) will
consist of:

         - the surrender of of promissory  notes,  that evidence the  obligation
the Company and Healthcare Innovations, LLC ("HI"), a wholly owned subsidiary of
the Company, to pay to Imagine Investments $800,000 in principal amount plus all
accrued but unpaid interest thereon;

         - the  surrender  of an  obligation  of the  Company  to pay to Imagine
Investments  all  past due  interest  payable  under a  promissory  note  with a
principal amount of $1,400,000;

         - the surrender of 340,000  shares of our Series A Preferred  Stock and
all accrued but unpaid  dividends  and  interest  thereon  previously  issued to
Imagine Investments; and

         - the right to  participate,  through a post  closing  reduction in the
number of shares of our  Common  Stock  issued to  Imagine  in the Sale,  in the
proceeds of a subsequent sale by Imagine of the medical clinics business (See p.
13 of this Information Statement).

Covenants

         Until the  closing  of the  transactions  set  forth in the  Settlement
Agreement are either  consummated or  terminated,  we have agreed to operate our
medical clinics business only in the ordinary course of business.  Additionally,
if the  transactions  are  consummated  we have agreed not to own or operate any
medical  practice or related  facility  for a period of five (5) years after the
closing date (See p. 14 of this Information Statement).

                                       3

<PAGE>


Conditions To Completing the Sale

         The completion of the Sale depends on a number of conditions  listed in
the  Settlement  Agreement  being met,  including the approval of the Settlement
Agreement  and the  Sale  by our  shareholders  (See  p. 14 of this  Information
Statement).

Indemnification and Survival

         We have agreed to indemnify Imagine for damages arising from any breach
of our  representations,  warranties or covenants in the Settlement Agreement or
related  transaction  documents,  and  Imagine  has agreed to  indemnify  us for
damages  arising  from  any  breach  of  their  representations,  warranties  or
covenants in the  Settlement  Agreement or related  transaction  documents.  All
parties' representations and warranties in the Settlement Agreement will survive
the closing for a period of 12 months (See p. 15 of this Information Statement).

Unanimous Board Recommendation

         Our  Board  of  Directors  has  unanimously   approved  the  Settlement
Agreement  and the  Sale  and  recommends  that  our  shareholders  vote FOR the
Settlement Agreement and the Sale.

         We have been advised that shareholders  owning an aggregate of at least
37,703,322  shares of Common  Stock  (constituting  approximately  51.65% of the
issued and  outstanding  shares of Common Stock as of December 13, 2001) and all
shares of Series A Preferred  Stock intend to vote FOR the Settlement  Agreement
and the Sale, thereby assuring the approval of the Settlement  Agreement and the
Sale.

                      SUMMARY TERM SHEET - REINCORPORATION

         This summary  term sheet  relates to the  Reincorporation  discussed in
more detail below under the section entitled  "Proposal III -  Reincorporation."
Neither this summary nor the discussion under Proposal III below contains all of
the information  that is important to you. You should  carefully read the entire
Information  Statement and the Plan of Merger between the Company and eAppliance
Innovations,  Inc.,  a Texas  corporation  and wholly  owned  subsidiary  of the
Company ("eAppliance"),  to fully understand the Reincorporation.  The Agreement
and Plan of Merger is attached to this  Information  Statement  as Exhibit B. We
encourage  you to read the  Agreement  and Plan of  Merger,  as it is the  legal
document that governs the  Reincorporation.  A more  detailed  discussion of the
summary terms set forth below is included in this  Information  Statement  under
Proposal III (See p. 26 of this Information Statement).

Proposed Merger

         Shareholder  Vote.  You are being  asked to vote to approve  the Merger
Agreement whereby we will merge with eAppliance and become a Texas corporation .
Your rights as a shareholder of eAppliance will remain substantially the same as
your  current  rights  as a  holder  of our  Common  Stock  (See  p.  26 of this
Information Statement).

                                        4

<PAGE>
         The  Acquiror.  eAppliance  was formed on December 14, 2001 as a wholly
owned   subsidiary  of  the  Company   specifically   for  the  purpose  of  the
Reincorporation.

         Consideration  our  Shareholders.  Holders  of our  Common  Stock  will
receive one share of common stock of  eAppliance  for each share of Common Stock
they hold at the time of the Reincorporation.  Any options to purchase shares of
Common Stock that are outstanding  immediately prior to the Reincorporation will
be converted in to options to purchase shares of eAppliance  common stock at the
time of the Reincorporation (See p.26 of this Information Statement).

         Management of eAppliance after the Reincorporation. All of our officers
and directors will become officers and directors of eAppliance after the Merger.

Conditions To Completing the Merger

         The  completion of the Merger  depends on obtaining the approval of the
Merger Agreement by our shareholders (See p. 26 of this Information Statement).

Unanimous Board Recommendation

         The Board of Directors has  unanimously  approved the Merger  Agreement
and recommends that our shareholders vote FOR the Merger Agreement.

         We have been advised that shareholders  owning an aggregate of at least
37,703,322  shares of Common  Stock  (constituting  approximately  51.65% of the
issued and  outstanding  shares of Common Stock as of December 13, 2001) and all
shares of Series A  Preferred  Stock  intend to vote FOR the  Merger  Agreement,
thereby assuring the approval of the Merger Agreement.

                                TABLE OF CONTENTS

INFORMATION STATEMENT FOR ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD February 11, 2002...................................2
RECORD DATE.................................................................2
SUMMARY TERM SHEET - SALE...................................................2
         Proposed Acquisition...............................................3
         Covenants..........................................................3
         Conditions to Completing the Sale..................................4
         Indemnification and Survival.......................................4
         Unanimous Board Recommendation.....................................4
SUMMARY TERM SHEET - REINCORPORATION........................................4
         Proposed Merger....................................................4
         Conditions to Completing the Merger................................5
         Unanimous Board Recommendation.....................................5
TABLE OF CONTENTS...........................................................5
QUORUM AND VOTING...........................................................7
DISSENTER'S RIGHTS..........................................................7
PROPOSAL I - ELECTION OF DIRECTORS..........................................7

                                       5

<PAGE>

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS...........................9
PRINCIPAL SHAREHOLDERS AND MANAGEMENT OWNERSHIP.............................9
SUMMARY COMPENSATION TABLE.................................................11
OPTION GRANTS IN 2001......................................................11
OPTION EXERCISED DURING FISCAL 2001 AND
         FISCAL YEAR END OPTION VALUES.....................................11
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE....................12
PROPOSAL II - RESTRUCTURE AND SETTLEMENT AGREEMENT.........................12
         Reasons for the Sale..............................................12
         Restructure and Settlement........................................12
         Effective Time of the Settlement Agreement........................13
         Representations and Warranties....................................13
         Covenants.........................................................14
         Conditions Precedent..............................................14
         Indemnification and Survival......................................15
         Contact Information...............................................15
         The Business of Imagine...........................................15
         The Business of the Company.......................................15
         History of the Settlement Agreement...............................16
         Regulatory Approvals..............................................16
         Accounting Treatment of the Sale..................................17
         Dissenter's Rights................................................17
         Preferred Stock...................................................17
         Common Stock......................................................19
         Unanimous Board Recommendation....................................19
MB SOFTWARE CORPORATION AND SUBSIDIARIES UNAUDITED
         PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS.......................19
         Alternative A.....................................................20
         Alternative B.....................................................23
PROPOSAL III -- REINCORPORATION............................................26
         Effective Time of the Reincorporation.............................26
         Representations and Warranties....................................26
         Covenants.........................................................26
         Conditions Precedent..............................................26
         Contact Information...............................................27
         The Business of eAppliance........................................27
         Regulatory Approvals..............................................27
         Accounting Treatment of the Reincorporation.......................27
         Dissenter's Rights................................................27
         eAppliance Common Stock...........................................27
         Comparison of Ownership of Our Common Stock and
                  eAppliance Common Stock..................................27
         Unanimous Board Recommendation....................................36
SHAREHOLDER PROPOSALS......................................................36
OTHER BUSINESS.............................................................37
MISCELLANEOUS..............................................................37

                                       6

<PAGE>
                                QUORUM AND VOTING

         In an election of  directors,  that number of  candidates  equaling the
number of  directors  to be elected  having the highest  number of votes cast in
favor of their  election,  are elected to the Board of  Directors of the Company
(the "Board of Directors"),  provided a quorum is present.  Votes may be cast or
withheld  with  respect  to the  Proposal  to elect six  members of the Board of
Directors for terms expiring at the Company's  Annual Meeting of Shareholders in
2003.  Votes  that are  withheld  will be counted  toward a quorum,  but will be
excluded entirely from the tabulation for such Proposal and, therefore, will not
affect the outcome of the vote on such Proposal.

         Approval of the and  Settlement  Agreement  and the Sale  requires  the
affirmative  vote of a majority of all votes  entitled to vote on such Proposal.
Abstentions will be counted toward a quorum,  but will counted as a vote against
such Proposal.

         Approval of the Merger requires the  affirmative  vote of a majority of
all votes entitled to vote on such Proposal.  Abstentions will be counted toward
a quorum, but will counted as a vote against such Proposal.

         Record holders of shares of our Common Stock may cast one vote for each
director  nominated  for office and one vote for each  other  Proposal  for each
share held of record at the close of  business  on  December  13,  2001.  Record
holders of our Series A  Preferred  Stock may cast an  aggregate  of  31,457,142
votes for each of  Proposals  II and III and vote both  together  with shares of
Common  Stock and  separately  as a class with respect to those  Proposals.  The
holders of Series A Preferred  Stock have waived their special right to vote for
Directors  of the  Company  during the  Meeting  and have no voting  rights with
respect to Proposal IV.

         WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE  REQUESTED NOT TO SEND US
A PROXY. WE HAVE BEEN ADVISED THAT SHAREHOLDERS  OWNING AN AGGREGATE OF AT LEAST
37,703,322  SHARES OF COMMON  STOCK  (CONSTITUTING  APPROXIMATELY  51.65% OF THE
ISSUED AND OUTSTANDING  SHARES OF COMMON STOCK OF THE COMPANY AS OF DECEMBER 13,
2001) AND ALL SHARES OF SERIES A PREFERRED  STOCK INTEND TO VOTE IN FAVOR OF ALL
MATTERS TO BE ACTED UPON AT THE  MEETING  FOR WHICH THEY ARE  ENTITLED  TO VOTE,
THEREBY ASSURING THEIR ADOPTION.

                               DISSENTER'S RIGHTS

         Under  Colorado law, our  shareholders  are not entitled to dissenter's
rights with respect to the Proposals set forth in this Information  Statement or
to demand  appraisal  of their  shares as a result of the approval of any of the
Proposals.

                       PROPOSAL I - ELECTION OF DIRECTORS

         The  current  Board of  Directors  has fixed the  number of  authorized
directors at six. Thus, there are six directors to be elected for terms expiring

                                       7

<PAGE>

at the  Company's  Annual  Meeting  of  Shareholders  in  2003  or  until  their
successors have been elected and qualified. It is intended that the names of the
persons  indicated in the following table will be placed in nomination.  Each of
the nominees has indicated his  willingness to serve as a member of the Board of
Directors if elected;  however,  if any nominee becomes unavailable for election
to the Board of Directors for any reason not presently known or contemplated,  a
substitute may be nominated and elected.

The nominees,  each of whom have served as a Director of the Company since 1995,
are as follows:

         Name                      Age    Position
         --------------------      ---    ------------------
         Scott A. Haire            36     Chairman of the Board, Chief Executive
                                          Officer and President
         Gilbert A. Valdez         58     Chief Operating Officer and Director
         Araldo A. Cossutta        76     Director
         Steven W. Evans           48     Director
         Robert E. Gross           54     Director
         Thomas J. Kirchhofer      58     Director

         Scott A. Haire is Chairman of the Board,  Chief  Executive  Officer and
President of the Company. Prior to founding MedBanc Data Corporation,  he was an
employee of the Company from November 1993 to June 1994.  Previously,  Mr. Haire
was president of Preferred Payment Systems, a company specializing in electronic
claims and insurance system related projects.

         Gilbert A.  Valdez is Chief  Operating  Officer of the Company and past
President and CEO of four major  financial  and  healthcare  corporations.  Most
recently, he served as CEO of Hospital Billing and Collection Services,  Inc., a
$550 million  healthcare  receivables  financing  entity  located in Wilmington,
Delaware;  Datix  Corporation,   an  Atlanta-based  corporate  divestiture  from
Harris-Lanier; Medaphis Corporation, an interstate, multi-dimensional healthcare
service  agency based in Atlanta;  and NEIC, a national  consortium  of 40 major
insurance   companies   formed  for  development  of  electronic  claim  billing
standards.  Mr. Valdez has 30 years of senior healthcare  receivables  financing
experience.

         Araldo  A.  Cossutta  is  President  of  Cossutta  and  Associates,  an
architectural  firm based in New York City,  with major projects  throughout the
world.  Previously,  he was a partner with I.M. Pei & Partners and is a graduate
of the Harvard  Graduate School of Design and the Ecole des Beaux Arts in Paris.
Mr. Cossutta was a significant shareholder in Personal Computer Card Corporation
("PC3") and was chairman of PC3 at the time of its acquisition by the Company in
November  1993.  He is also was a large  shareholder  and  director  of Computer
Integration Corporation of Boca Raton, Florida from 1993 to 2000.

         Steven W. Evans is a Certified Public Accountant and President of Evans
Phillips  & Co.,  PSC,  an  accounting  firm  which  he  established  in 1976 in
Barbourville and Middlesboro, Kentucky. He is also a founder and active in PTRL,
which  operates  contract  research  laboratories  located  in  Kentucky,  North
Carolina,  California  and  Germany.  He is also a  founder  and  active  in the
management of  environmental,  financial and hotel  corporations in Kentucky and
Tennessee.

                                       8


         Robert E. Gross is  President  of R. E. Gross &  Associates,  providing
consulting  and  systems  projects  for clients in the  multi-location  service,
banking and  healthcare  industries.  From 1987 to 1990, he was vice president -
technical  operations for Medaphis Physicians Service Corp.,  Atlanta,  Georgia.
Prior to that, he held executive positions with Chi-Chi's, Inc., Royal Crown and
TigerAir. He also spent 13 years as an engineer with IBM.

         Thomas J.  Kirchhofer  is  president  of  Synergy  Wellness  Centers of
Georgia, Inc. He is past president of the Georgia Chiropractic Association.

         The Company has been advised that  shareholders  owning an aggregate of
at least 37,703,322 shares of Common Stock (constituting approximately 51.65% of
the issued and outstanding  shares of Common Stock of the Company as of December
13,  2001)  intend  to vote in favor of the  election  as  directors  of the six
nominees  listed  above,  thereby  assuring  their  election  to  the  Board  of
Directors.

                MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

         The business of the Company is managed under the direction of the Board
of Directors.  The Board of Directors  meets on a regularly  scheduled  basis to
review  significant  developments  affecting  the  Company and to act on matters
requiring  Board approval.  It also holds special  meetings or acts by unanimous
written consent when an important matter requires Board action between scheduled
meetings.  The Board of Directors  met two times and acted by unanimous  consent
two times  during  2001.  During  2001,  each  member of the Board of  Directors
participated in 100% of all Board and applicable  committee meetings held during
the period for which he was a director.

         The Company does not have any written employment agreements or standard
compensation arrangements for its directors.

         The  Board  of  Directors  does  not  have an  audit,  compensation  or
nominating committee. The functions customarily attributable to those committees
are performed by the Board of Directors as a whole.


                 PRINCIPAL SHAREHOLDERS AND MANAGEMENT OWNERSHIP

         The  following  table sets forth  information  as of December 13, 2001,
regarding the beneficial  ownership of capital stock of the Company by: (i) each
person known by the Company to beneficially  own more than 5% of the outstanding
shares of Common  Stock;  (ii) each  director  of the  Company  and person to be
elected as a director; (iii) the Company's Chief Executive Officer; and (iv) all
the Company's  directors and executive  officers as a group.  No other executive
officer's total annual salary and bonus exceeded  $100,000,  based on salary and
bonus earned during 2001,  therefore no other executive  officer is individually
included in this table.  This table does not include shares of Common Stock that
may be purchased pursuant to options that are not exercisable within 60 days of

                                       9

<PAGE>
<TABLE>
<CAPTION>


December  13,  2001.  All  persons  named in the  table  have  sole  voting  and
investment  power with  respect to all  shares of capital  stock  owned by them,
unless otherwise noted.

 Title of         Name and Address of                Amount and Nature of     Percent of
  Class           Beneficial Owner (1)                 Beneficial Owner         Class
 --------         --------------------               --------------------     ----------
<S>               <C>                                <C>                      <C>

                 Chief Executive Officer

Common           Scott A. Haire                           30,012,297(2)          27.13%

                 Directors

Common           Araldo A. Cossutta                        5,000,000(3)           4.52%

Common           Steven W. Evans                           1,700,000(4)           1.54%

Common           Thomas J. Kirchhofer                        150,000(5)              *

Common           Robert E. Gross                             200,000(6)              *

Common           Gilbert A. Valdez                           600,000(7)              *

Common           All Directors and Executive
                 Officers as a Group  (seven in number)   37,662,297             34.05%

                 Other 5% Shareholders
Common           Robert Shaw                              13,300,000(8)          12.02%

Common           Imagine Investments, Inc.                31,457,142(9)          28.44%
</TABLE>

* Less than 1%.

(1)      Unless otherwise noted, the address for each person or entity listed is
         2225 E. Randol Mill Road, Suite 305, Arlington, Texas, 76011.
(2)      Includes  3,300,000  shares subject to stock options that are presently
         exercisable.
(3)      Includes  100,000 and 1,900,000  shares  subject to stock options and a
         warrant, respectively, that are presently exercisable.
(4)      Includes   200,000   shares  subject  to  options  that  are  presently
         exercisable.
(5)      Consists of shares subject to options that are presently exercisable.
(6)      Consists of shares subject to options that are presently exercisable.
(7)      Includes   300,000   shares  subject  to  options  that  are  presently
         exercisable.
(8)      Mr. Shaw has sole voting and dispositive  power with respect to 150,612
         shares  and  shares  voting  and  dispositive  power  with  respect  to
         13,149,388  shares.  Mr. Shaw is presently  principally  occupied as an
         executive  officer and director of  Consolidated  National  Corporation
         ("CNC"), a privately held company organized under the laws of the State
         of Florida.  CNC has sole voting and dispositive  power with respect to
         2,149,388  shares.   The  principal  business  of  CNC  is  investment,
         management and consulting. Mr. Shaw is an affiliate of RMS Investments,
         Ltd., a limited  partnership  organized  under the laws of the State of
         Florida ("RMS"). RMS has sole voting and dispositive power with respect
         to 11,000,000 shares. The principal business of R-M-S Investments, Ltd.
         is  investment  holdings.  Mr. Shaw is also a director and President of

                                       10

<PAGE>
<TABLE>
<CAPTION>

         Imagine.  Each of Mr. Shaw, CNC and RMS have their  principal  business
         and principal  office address at 504 Clubside Circle,  Venice,  Florida
         34293
(9)      Consists  of  340,000  Shares of  Series A  Preferred  Stock  currently
         convertible  into  31,457,142  shares of Common  Stock.  The  principal
         business  and  principal  office  address at for  Imagine is 8150 North
         Central Expressway, Suite 1901, Dallas, Texas 75026.

                           SUMMARY COMPENSATION TABLE

         The   following   table  sets  forth  certain   information   regarding
compensation  paid during each of the  Company's  last three fiscal years to the
Company's  Chief  Executive  Officer  and  its  other  most  highly  compensated
executive officers, based on salary and bonus earned during 1999, 2000 and 2001.
No other executive  officer's  total annual salary and bonus exceeded  $100,000,
based on salary and bonus earned during 2001.

                                                                                            LONG-TERM
                                       ANNUAL COMPENSATION                             COMPENSATION AWARDS
     NAME AND                          -------------------                             -------------------
PRINCIPAL POSITION                                           OTHER ANNUAL                    SECURITIES     ALL OTHER
                                 FISCAL   SALARY    BONUS     COMPENSATION     RESTRICTED    UNDERLYING    COMPENSATION
                                  YEAR      ($)      ($)          ($)            STOCK       OPTIONS (#)   ------------
                                --------    ---      ---          ---            -----       -----------        ($)
<S>                             <C>         <C>      <C>          <C>            <C>         <C>           <C>

Scott A Haire                    2001     120,000
 Chairman of the Board, Chief    2000     120,000
 Executive Officer and           1999     140,500
President
</TABLE>


         The Company does not have any written employment agreements or standard
compensation arrangements for its officers.

                              OPTION GRANTS IN 2001

         The Company did not grant any  options to our Chief  Executive  Officer
during 2001.

                       OPTION EXERCISES DURING FISCAL 2001
                        AND FISCAL YEAR END OPTION VALUES

         The following table provides  information  related to options exercised
by our Chief  Executive  Officer  during fiscal 2001 and the number and value of
options held at fiscal year end. The Company does not have any outstanding stock
appreciation rights.

                                       11

<PAGE>
<TABLE>
<CAPTION>


                                       Aggregate Option Values at December 31, 2001
- -------------------------------------------------------------------------------------------------------------
                 Shares                    Number of Securities Underlying           Value of Unexercised
                 Acquired        Value    Unexercised Options/SARs at FY-End     In-the-Money Options/SARs at
                 on Exercise    Realized                   (#)                             FY-End ($)(1)
- -------------------------------------------------------------------------------------------------------------
<S>             <C>             <C>       <C>                                    <C>

Name                  (#)       ($)       Exercisable           Unexercisable    Exercisable   Unexercisable
Scott A. Haire        -0-       N/A        3,300,000                 -0-           330,000          -0-
</TABLE>

(1)      These  values  assume a valuation  of $0.04 per share at  December  13,
         2001, the average of the high and low price for the Common Stock on the
         Nasdaq-OTC  Bulletin Board on that date.  Value is calculated  based on
         the  difference  between the option price and $0.04  multiplied  by the
         number of shares of Common Stock underlying the options.

             SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         Section 16(a) of the Exchange Act requires the Company's  directors and
officers,  and  persons  who own  more  than  10% of a  registered  class of the
Company's equity securities, to file initial reports of ownership and reports of
changes in ownership with the Securities  and Exchange  Commission  (the "SEC").
Directors,  officers and greater than 10% beneficial  owners are required by SEC
regulation  to furnish the Company  with copies of all Section  16(a) forms they
file.

         Based  solely on its review of the copies of such forms  received by it
with respect to 2001, or written representations from certain reporting persons,
the Company believes that all filing  requirements  applicable to its directors,
officers and greater than 10% beneficial owners have been complied with.

               PROPOSAL II - RESTRUCTURE AND SETTLEMENT AGREEMENT

Reasons for the Sale

         On August 5, 1997, the Company and Imagine  Investments  announced that
they had  formed  HI for the  purpose  of  acquiring  and  operating  healthcare
businesses.  In connection with the formation of HI, Imagine  Investments loaned
the Company $500,000  pursuant to a promissory note dated August 1, 1997,bearing
interest at a rate of 10%, for use with the Company's medical software business.
The loan was due on August 1, 2000 and remains  unpaid.  The Company pledged all
of the stock of HI as security for the loan. Imagine Investments also loaned the
HI $300,000 pursuant to a promissory note dated January 15, 1998, at an interest
rate of prime plus 1%. The  maturity  date of that note was  October 1, 1998 and
was extended by agreement  of the parties.  However,  this note is now past due.
Imagine  Investments  also  advanced  $1,400,000  to the  Company  pursuant to a
promissory  note dated April 1, 1998,  bearing  interest  at a rate of 10%.  The
principal  balance  of the  $1,400,000  promissory  note,  but not  the  accrued
interest  thereon,  and all of Imagine  Investment's  interest  in HI were later
converted into 340,000 shares of the Company's Series A Preferred Stock.

         The  Company  is in default on the three  promissory  notes  payable to
Imagine Investments,  has not paid any dividends on the Series A Preferred Stock
and is in default with respect to the  mandatory  redemption  provisions  of the
Series A Preferred  Stock.  The Company and Imagine  Investments  have agreed to
settle all  defaults  under the  promissory  notes and Series A Preferred  Stock
under the terms of the Settlement Agreement.

                                       12

<PAGE>


Restructure and Settlement

         Effective   November  5,  2001,  the  Company,   HI,  XHI  and  Imagine
Investments  entered into the  Settlement  Agreement  pursuant to which  Imagine
Investments  has  agreed to  surrender  to the  Company  all  promissory  notes,
including any interest due thereon,  and all shares of Series A Preferred Stock,
including any dividend and interest due thereon.

         In exchange  for the  surrender of the  promissory  notes and shares of
Series A Preferred Stock, we have agreed to sell to Imagine all of our ownership
interest in N.F.P.M., L.L.C., an Arkansas limited liability company ("NFPM") and
wholly owned  subsidiary  of HI,  which holds and  operates our Florida  medical
clinics  business,  plus  4,500,000  shares of Common Stock.  Alternatively,  at
Imagine's sole  discretion,  we will sell to Imagine  9,000,000 shares of Common
Stock  but  not  any  of  our  assets.  The  Florida  medical  clinics  business
constitutes substantially all of our revenue producing business at this time.

         In the event Imagine  elects to acquire our interest in NFPM and within
180 days of the  consummation  of the Sale,  Imagine sells NFPM,  Imagine may be
obligated  to return a certain  portion  of the shares of Common  Stock  Imagine
received in the Sale. If the net sales proceeds for the sale by Imagine are less
than  $4,320,001,  Imagine  will not be obligated to return any shares of Common
Stock to the Company.  If, however the net sales proceeds are between $4,320,001
and  $5,400,000,  Imagine  will be  obligated  to return to the Company  between
200,000  and  2,000,000  shares  of  Common  Stock.  In the  event the net sales
proceeds are greater than $5,400,000, Imagine will be obligated to return to the
Company  2,000,000  shares of Common  Stock and the  Company  will  share,  on a
fifty/fifty basis, in any of the net proceeds in excess of $5,400,000.

         The Settlement  Agreement is subject to approval by our shareholders at
the Meeting.  The following is a summary of certain  material  provisions of the
Settlement  Agreement,  and is  qualified  in its  entirety  by the terms of the
Settlement Agreement, a copy of which is attached as Exhibit A.

Effective Time of the Settlement Agreement

         The  closing  of  the  transactions   contemplated  by  the  Settlement
Agreement  will take  place as soon as  practicable,  but no later than ten days
after  Imagine  Investments  and XHI have  received  notice that the  Settlement
Agreement  and Sale have been  approved at the  Meeting,  and the Company  gives
notice that certain other closing  conditions will be satisfied at closing.  See
the Settlement  Agreement for a description  of the conditions  that the parties
must satisfy prior to the closing.

Representations and Warranties

         With  respect to the Sale,  we have made  certain  representations  and
warranties relating to, among other things:

         - corporate existence;

         - corporate power and authority to execute the Settlement Agreement;

         -  validity  of the  shares  of  Common  Stock to be  issued  under the
Settlement Agreement and ownership interests of NFPM;

                                       13

<PAGE>


         - absence of certain other  ownership or voting  interests or rights in
NFPM; and

         - absence of governmental consents and approvals.

         With respect to the Sale, Imagine Investments and XHI have made certain
representations and warranties relating to, among other things:

         - corporate existence;

         - corporate  power and authority to execute the  Settlement  Agreement;
and

         - absence of necessary governmental consents and approvals.

         In  addition to the  representations  and  warranties  set forth in the
Settlement  Agreement,  we also may  agree  to  additional  representations  and
warranties that are typical for a transaction of the type contemplated under the
Settlement  Agreement;  but in no  event  will  the  breach  of  any  additional
representations  or  warranties  give  Imagine  Investments  or XHI the right to
terminate the Settlement Agreement.

Covenants

         With respect to the Sale, we have made  covenants,  among other things,
to the following:

         - not to  compete  against  Imagine  in the  owning or  operation  of a
medical practice and related facilities for a period of five (5) years;

         - to use all  reasonable  efforts to obtain all  required  consents  to
assignments; and

         - to hold a meeting of shareholders,  file this Information  Statement,
and use commercially  reasonable  efforts to obtain approval and adoption of the
Settlement Agreement and the Sale.

Conditions Precedent

         Our  obligations  and  Imagine's   obligations   under  the  Settlement
Agreement are subject, among other things, to the following:

         - the  approval  of  the  Settlement  Agreement  and  the  Sale  by the
shareholders of the Company;

         - our operation of NFPM only in the ordinary course of business;

         - the solvency of the Company and HI;

         - absence of any legal judgment, order, injunction or decree that would
prevent,  make illegal or otherwise interfere with the consummation of the Sale;
and

                                       14

<PAGE>

         - the accuracy of certain of our representations and warranties.

         Indemnification and Survival

         We have agreed to indemnify Imagine for damages arising from any breach
of our  representations,  warranties or covenants in the Settlement Agreement or
related  transaction  documents,  and  Imagine  has agreed to  indemnify  us for
damages  arising  from  any  breach  of  their  representations,  warranties  or
covenants in the Settlement  Agreement or related  transaction  documents.  Both
parties' representations and warranties in the Settlement Agreement will survive
the closing for a period of 12 months.

Contact Information

         Our  principal  executive  offices  are  located at 2225 E. Randol Mill
Road, Suite 305 Arlington, Texas 76011-6306, (817) 633-9400. Imagine's principal
executive  offices are  located at 8150 North  Central  Expressway,  Suite 1901,
Dallas, Texas 75206, (214) 365-1905.

The Business of Imagine

         Imagine  is a  holding  company  with  investments  in  the  healthcare
industry and building materials industry.

The Business of the Company

         The focus of the  Company is to provide  practice  and cash  management
services to physicians,  dentists, chiropractors and medical billing centers and
managing healthcare  facilities.  The Company's Florida operations are conducted
by NFPM.

         The Company now owns a total of two  clinics,  all of which are located
in Florida.  Florida  law permits  corporations  to own medical  clinics  unlike
several  other  states in which a  corporation  cannot own a clinic that employs
medical doctors.  Therefore, the Company has focused on the Florida market where
the Company has traditionally been successful.

         We intend to focus the Company's future operations on payment solutions
products  and  services  and  intend  to offer a  comprehensive  line  solutions
including credit and debit cards,  business to business  purchasing  cards, gift
cards,  electronic benefit transfer cards,  check guarantee,  check verification
and recovery, terminal management and funds transfer services. We currently have
the  exclusive  distribution  rights to SwipeNet  3200,  the  Company's  payment
hardware  platform  and have been  certified on the Global  Payments  network to
handle all credit card transactions.

         We believe that our hardware  platform  provides more advantages to our
potential  customers than other currently offered payment hardware  platforms in
that our platform incorporates touch screen technology,  internet and electronic
capability,  voicemail  and e-mail in one platform.  We also have  established a
manufacturing  relationship with Sanyo Corporation  allowing for mass production

                                       15

<PAGE>

of our platform.  Although we believe that the payment processing  industry will
be a growth  industry  and that our  payment  hardware  platform  is superior to
currently  available  products,  there can be no assurance  that the market will
continue  to grow or that our  products  and  services  will be  accepted in the
market place.  In addition,  there are  competitors in the  marketplace who have
greater  financial  and other  resources  than those of the  Company,  and these
competitors  may be able to  develop,  market  and  deliver  products  that  are
superior to our current products.

History of the Settlement Agreement

         On August  17,  2001,  Mr.  Haire and Rick  Smotherman,  an  authorized
representative  of Imagine  Investments  had an initial  telephone  conversation
regarding the past due  promissory  notes . At this time,  Mr. Haire offered Mr.
Smotherman proposed terms of a possible settlement.

         On August  21,  2001,  Mr.  Haire and Mr.  Smotherman  had a  follow-up
telephone  conversation in which Mr. Smotherman  offered  Imagine's  Investments
preliminary approval of the settlement transaction.

         On September 20, 2001, Mr. Haire had a telephone  conversation with Mr.
Smotherman to discuss approval of the proposed deal and a due diligence issues.

         On September 25, 2001 through  November 5, 2001, the parties,  together
with Richard  Dahlson and Robert J.  Johnston of Jackson  Walker  L.L.P.,  legal
counsel for the Company,  and Sally  Schreiber and Jon Henderson of Munsch Hardt
Kopf & Harr,  P.C.,  legal  counsel for Imagine,  negotiated  a  definitive  and
Settlement Agreement and related documents.

         Effective  as of  November  5, 2001,  the  definitive  Restructure  and
Settlement Agreement was executed by the parties.

Regulatory Approvals

         At any time before or after the  completion of the Sale,  the Antitrust
Division of the Justice  Department,  the Federal  Trade  Commission  or another
third party could seek to enjoin or rescind the Sale on  antitrust  grounds.  In
addition,  at any time  before or after the  completion  of the Sale,  any state
could  take  action  under  state  antitrust  laws  that it deems  necessary  or
desirable in the public interest.  We believe that the Sale will not violate any
antitrust  laws,  that no  federal  or  state  regulatory  requirements  must be
complied with and that no federal or state regulatory  approval must be obtained
in connection with the Sale. However, we cannot assure you that there will be no
challenge to the Sale on antitrust grounds, or if such a challenge is made, what
the result will be.

Accounting Treatment of the Sale

         The Settlement Agreement  contemplates the surrender of stock and debt.
The  acquisition  by Imagine of our  interest  in NFPM and our Common  Stock or,
alternatively,  just our Common Stock,  will be accounted for under the purchase
method of accounting.

                                       16

<PAGE>

Dissenter's Rights

         Under  Colorado law, our  shareholders  are not entitled to dissenter's
rights with respect to the Sale.

Preferred Stock

         Under  the  Company's  Articles  of  Incorporation,  we  are  currently
authorized  to issue one million  shares of preferred  stock,  par value $10 per
share.  Of the one million  shares of preferred  stock,  we have issued  340,000
shares  of  Series A  Preferred  Stock.  We have no  current  plans to issue any
additional  shares of our  preferred  stock,  and the Series A  Preferred  Stock
prohibits  the  issuance  of any  class of stock  that is senior or equal to the
Series A Preferred Stock with respect to dividend rights,  redemption  rights or
liquidation  preference  without the consent of the holders of a majority of the
outstanding Series A Preferred Stock.

         Subject  to that  limitation,  the Board of  Directors  has  authority,
without further  shareholder  action,  to issue shares of our Preferred Stock in
one or more series and may designate the dividend rate,  voting rights and other
rights, preferences and restrictions of each series. It is not possible to state
the actual effect of the issuance of additional shares of Preferred Stock (other
than the Series A Preferred Stock,  which is described below) upon the rights of
holders of our Common Stock until our Board of Directors determines the specific
rights of the holders of such  Preferred  Stock.  However,  such  effects  might
include, among other things, restricting dividends on our Common Stock, diluting
the voting power of our Common Stock,  impairing the  liquidation  rights of the
holders of our Common  Stock and  delaying or  preventing a change in control of
the Company without further action by the shareholders.

         Set forth  below is a summary  of the  material  terms of the  Series A
Preferred  Stock. The summary is not intended to be complete and is qualified in
its entirety by our Articles of Incorporation, as amended, which contains all of
the terms of the Series A Preferred Stock.

         The Series A Preferred  Stock is senior to all other  shares of capital
stock of the  Company  with  respect  to payment of  dividends,  redemption  and
(except as described below)  liquidation  preference.  Cumulative  dividends are
payable  on the  Series A  Preferred  Stock at a rate of $1 per  share per year.
Dividends are payable  quarterly on the last day of March,  June,  September and
December of each year. Upon a liquidation of the Company,  holders of the Series
A Preferred  Stock are  entitled to receive the sum of (a) $100 per share,  plus
accrued  and  unpaid  dividends,  plus (b)  after $20  million  has been paid to
holders of our Common Stock of the Company in the aggregate,  an amount equal to
the amount  paid  under (a)  above,  plus (c) a  percentage  of all  liquidation
proceeds  remaining  after  the  foregoing  payments  equal  to  the  conversion
percentage  of the Series A Preferred  Stock as if the Series A Preferred  Stock
had been converted upon a liquidation of the Company.

         The Series A Preferred  Stock is redeemable at the option of the holder
at a redemption price of $10 per share plus accrued but unpaid dividends. If the
Company, for any reason, is unable to redeem the Series A Preferred Stock at the
time of a proposed redemption,  the holders of the Series A Preferred Stock will

                                       17

<PAGE>

have the right to elect a majority  of the Board of  Directors  of the  Company.
Holders of Series A Preferred Stock will not have any other voting rights except
(a) to the extent  provided by law,  (b) the right to vote with the Common Stock
with respect to corporate  actions that give rise to the right of the holders of
Series A Preferred Stock to convert their shares into Common Stock, as described
below,  and (c) the  right  to  approve  certain  corporate  actions,  including
amendment of the  Articles of  Incorporation,  incurrence  of  indebtedness  for
borrowed  money and/or capital  leases in excess of $500,000,  and  transactions
between  the  Company  and  officers,  directors  and holders of over 10% of the
outstanding Common Stock.

         The Series A Preferred  Stock is convertible  into shares of our Common
Stock that equal 30% of the Common Stock outstanding after such conversion.

Common Stock

         Under  the  Company's  Articles  of  Incorporation,  we  are  currently
authorized  to issue  150,000,000  shares  of Common  Stock par value  $.001 per
share. As of December 13, 2001 there were 72,991,971  shares of our Common Stock
issued and outstanding  and 408,029 shares were held in our treasury.  Shares of
our Common Stock are traded on the Nasdaq-OTC Bulletin Board.  Holders of Common
Stock may cast for each share  held,  one vote for as many  persons as there are
directors  to be  elected,  and one vote for any other  matter.  Holders  of our
Common  Stock  do not have any  preemptive  rights  to  acquire  any  additional
securities issued by the Company, nor do they have cumulative voting rights.

         The Company may consider  from time to time mergers,  acquisitions  and
other  transactions that may involve the issuance of additional shares of Common
Stock (any one or more of which may be under  consideration or acted upon at any
time).  Other than as contemplated by the Settlement  Agreement,  the Company is
not currently a party to any agreements  with respect to any such  transactions,
nor does it have any agreements,  commitments or understandings  with respect to
such transactions or that would involve the issuance of additional shares of our
Common  Stock,  other than  currently  outstanding  shares of Series A Preferred
Stock and options and warrants to purchase Common Stock.

         Depending upon the  consideration per share received by the Company for
any  subsequent  issuance of Common Stock,  such issuance  could have a dilutive
effect on those shareholders who paid a higher consideration per share for their
stock.  Also, future issuances will increase the number of outstanding shares of
Common Stock,  thereby  decreasing the percentage  ownership in the Company (for
voting,  distributions and all other purposes) represented by existing shares of
Common Stock. The  availability for issuance of the additional  shares of Common
Stock and any issuance  thereof,  or both, may be viewed as having the effect of
discouraging  an  unsolicited  attempt  by  another  person or entity to acquire
control of the Company. Although the Board of Directors has no present intention
of doing so, the Company's  authorized but unissued Common Stock could be issued
in one or more  transactions  that  would make a takeover  of the  Company  more
difficult or costly,  and therefore less likely. The Company is not aware of any
person or entity who is seeking to acquire control of the Company.

                                       18

<PAGE>

Unanimous Board Recommendation

         Our Board of Directors  believes that the approval of the  transactions
contemplated  by  the  Settlement  Agreement,  including  the  Sale,  are in the
Company's  best   interests  and  the  best   interests  of  our   shareholders.
Accordingly,  our Board of Directors  has  unanimously  approved the  Settlement
Agreement and the Sale, and recommends that the Company's  shareholders  for FOR
Proposal II to approve the Settlement Agreement and the Sale.

         The Company has been advised that  shareholders  owning an aggregate of
at least 37,703,322 shares of Common Stock (constituting approximately 51.65% of
the issued and outstanding  shares of Common Stock of the Company as of December
13, 2001) and all shares of Series A Preferred  Stock intend to For Proposal II,
thereby assuring the approval of the Settlement Agreement and the Sale.

   MB SOFTWARE CORPORATION AND SUBSIDIARIES UNAUDITED PRO FORMA CONSOLIDATED
                              FINANCIAL STATEMENTS

         The following unaudited pro forma consolidated financial information is
based on the  historical  consolidated  financial  statements  of the Company as
adjusted to give effect to the Sale as detailed in the Settlement Agreement. The
unaudited  pro forma  consolidated  balance sheet as of September 30, 2001 gives
effect to the Sale as if it had occurred on that date.  The  unaudited pro forma
adjustments are based upon available information and certain assumptions that we
believe  are  reasonable  under  the  circumstances.  The  unaudited  pro  forma
consolidated  financial  statements do not purport to represent what our results
of operations or financial  condition  would  actually have been had the Sale in
fact  occurred  on such date,  nor do they  purport to  project  our  results of
operations or financial condition for any future period or date. The information
set forth below should be read together with the other information  contained in
the Company's 2000 Form 10-KSB and the Company's  March 31, 2001,  June 30, 2001
and September 30, 2001 Form 10-QSBs.  The  information  is presented for the two
alternative transactions under the Settlement Agreement.  Alternative A presents
the unaudited pro forma financial  information  assuming the sale of our medical
clinics business plus 4,500,000  shares of Common Stock.  Alternative B presents
the  unaudited  pro  forma  financial  information  assuming  the  sale  only of
9,000,000 shares of Common Stock.


                                       19

<PAGE>
<TABLE>
<CAPTION>

Alternative A

                  CONSOLIDATED PROFORMA OPTION A BALANCE SHEETS
                                   (Unaudited)




                                                                  Historical       Proforma Adjustments          Proforma
                                                                September 30,    ---------------------------    September 30,
                                                                     2001           Debit           Credit           2001
                                                                 -----------     -----------     -----------     -----------
<S>                                                              <C>             <C>             <C>             <C>
                  ASSETS

CURRENT ASSETS
    Cash                                                         $      --
    Medical receivables                                              582,014                        (544,832)         37,182
    Other receivable                                                  33,423                            --            33,423
    Inventory                                                        140,000                            --           140,000
    Prepaid expenses                                                   8,377                          (4,132)          4,245
                                                                 -----------                                     -----------

         Total current assets                                        763,814                                         214,850
                                                                  -----------                                    -----------

PROPERTY AND EQUIPMENT, NET                                           77,786                         (70,574)          7,212
                                                                 -----------                                     -----------

OTHER ASSETS
    Note receivable - shareholder                                    350,000                            --           350,000
    Employee advance                                                  90,000                            --            90,000
    License rights and other intangibles                             504,000                            --           504,000
                                                                 -----------                     -----------     -----------

                                                                 $ 1,785,600                        (619,538)    $ 1,166,062
                                                                 ===========                                     ===========

             LIABILITIES AND
          SHAREHOLDERS' DEFICIT

CURRENT LIABILITIES
    Cash overdraft                                                    22,276                           7,606          29,882
    Notes payable                                                  2,194,520        (800,000)                      1,394,520
    Current maturities of capital leases                                --                              --
    Amounts payable                                                  602,846        (105,795)                        497,051
    Accrued liabilities                                              487,686        (416,857)                         70,829
                                                                 -----------                                     -----------
         Total current liabilities                                 3,307,328                                       1,992,282
                                                                 -----------                                     -----------

SHAREHOLDERS' DEFICIT
    Series A senior cumulative convertible participating
       preferred stock; $10par value; 340,000 shares
       issued and outstanding in 2001;dividends in
       arrears 2001 $895,644                                      3,400,000       (3,400,000)
    Undesignated preferred stock;
       $10 par value; 660,000 shares
       authorized; none issued                                          --
    Common stock .001 par value;
       150,000,000 shares authorized;
       73,400,000 shares issued in 2001                               73,400                           4,500          77,900
    Additional paid-in capital                                     1,840,082                       4,330,100       6,170,182
    Accumulated deficit                                           (6,823,171)       (239,092)                     (7,062,263)
    Deferred license and consulting costs, net                          --                              --
    Treasury stock, at cost; 408,029 shares                          (12,039)                                        (12,039)
                                                                 -----------                                     -----------

         Total shareholders' deficit                              (1,521,728)                                       (826,220)
                                                                 -----------       -----------                   -----------

TOTAL LIABILITIES AND
    SHAREHOLDERS' DEFICIT                                        $ 1,785,600        (619,538)                  $ 1,166,062
                                                                 ===========                                     ===========
</TABLE>

                                       20

<PAGE>
<TABLE>
<CAPTION>

             CONSOLIDATED PROFORMA OPTION A STATEMENT OF OPERATIONS
                                NINE MONTHS ENDED
                                   (Unaudited)



                                                   Historical                                       Proforma
                                                 September 30,         Proforma Adjustments       September 30,
                                                                   -----------------------------
                                                      2001            Debit          Credit           2001
                                                -----------------  -------------  --------------  --------------
<S>                                             <C>                <C>            <C>             <C>
REVENUES
    Medical income                               $  1,461,386      $  1,461,386                   $       --
    Sale of ScreenPhone                                44,358                                           44,358
                                                 ------------                                     ------------

         Total revenues                             1,505,744                                           44,358

COST OF REVENUES
    Cost of medical services                          805,713                         (805,713)           --
                                                 ------------                                     ------------

         Total cost of revenues                       805,713                                             --
                                                 ------------                                     ------------

GROSS PROFIT                                          700,031                                           44,358

OPERATING EXPENSES
    Selling, general & administrative               1,044,428                         (314,970)        729,458
    Depreciation and amortization                      43,950                          (41,850)          2,100
                                                                                  ------------    ------------

         Total operating expenses                   1,088,378                                          731,558
                                                 ------------                                     ------------

LOSS FROM OPERATIONS                                 (388,347)                                        (687,200)

OTHER INCOME (EXPENSE)
    Impairment loss                                  (232,466)                                        (232,466)
    Interest income and other                          14,101                                           14,101
    Interest expense                                 (177,246)                          59,760        (117,486)
    Franchise tax                                         (50)                                             (50)
                                                 ------------                                     ------------

         Total other income (expense)                (395,661)                                        (335,901)
                                                 ------------      ------------                   ------------

 NET LOSS                                        ($   784,008)         (239,092)                  ($ 1,023,101)
                                                 ============                                     ============


Net Loss                                         ($   784,008)                                    ($ 1,023,101)

Plus: Cumulative preferred stock dividends           (255,000)                                            --
                                                 ------------                                     ------------

         Loss available to common shareholders   ($ 1,039,008)                                    ($ 1,023,101)
                                                 ============                                     ============

BASIC AND DILUTED
    EARNINGS (L0SS) PER SHARE

       Continuing Operations                     ($      0.01)                                    ($      0.01)

       Weighted average


         common shares outstanding                 70,400,000                                       65,900,000
</TABLE>

                                       21

<PAGE>
<TABLE>
<CAPTION>

             CONSOLIDATED PRO FORMA OPTION A STATEMENT OF OPERATIONS
                                   YEAR ENDED




                                                   Historical          Proforma Adjustments           Proforma
                                                  December 31,    -----------------------------     December 31,
                                                      2000            Debit           Credit             2000
                                                 ------------     ------------     ------------     ------------
                                                  (Audited)                 (Unaudited)             (Unaudited)
<S>                                              <C>              <C>              <C>               <C>

REVENUES
    Medical income                               $  2,290,179     $  2,290,110                      $         69
    Other                                              14,552           10,032                             4,520
                                                 ------------

         Total revenues                             2,304,731                                              4,589

COST OF REVENUES
    Cost of medical services                        1,512,986                        (1,499,250)          13,736
                                                 ------------                                       ------------

         Total cost of revenues                     1,512,986                                             13,736
                                                 ------------                                       ------------

GROSS PROFIT                                          791,745                                             (9,147)

OPERATING EXPENSES
    Selling, general & administrative               1,747,728                          (932,392)         815,336
    Depreciation and amortization                      57,995                           (55,783)           2,212
                                                 ------------                                       ------------

         Total operating expenses                   1,805,723                                            817,548
                                                 ------------                                       ------------

LOSS FROM OPERATIONS                               (1,013,978)                                          (826,695)

OTHER INCOME (EXPENSE)
    Interest income and other                          44,357                                             44,357
    Interest expense                                 (131,998)                           89,922          (42,076)
                                                 ------------                                       ------------

         Total other income (expense)                 (87,641)                                             2,281
                                                 ------------     ------------                      ------------

 NET LOSS                                        ($ 1,101,619)        277,205                       ($   824,414)
                                                 ============                                       ============


Net Loss                                         ($ 1,101,619)                                      ($   824,414)

Plus: Cumulative preferred stock dividends           (340,000)                                              --
                                                 ------------                                       ------------

         Loss available to common shareholders   ($ 1,441,619)                                      ($   824,414)
                                                 ============                                       ============

BASIC AND DILUTED EARNINGS (L0SS) PER SHARE

    Continuing Operations                        ($      0.02)                                     ($      0.01)

    Weighted-average common shares outstanding     69,275,833                                        65,900,000
</TABLE>


NOTE     1.  Proforma  adjustments  made to remove net assets of NFPM,  LLC, and
         issuance of 4,500,000  shares of common stock for  cancellation of debt
         and perferred  stock as of the September 30, 2001 balance sheet and the
         effect on the income  statements  for the nine month  period then ended
         and  the  twelve  month  period  ended  December  31,  2000,  as if the
         transaction  had occurred at the beginning of those  periods.  Proforma
         adjustments pursuant to Alternative A in the Restructure and Settlement
         Agreement.

                                       22


<PAGE>
<TABLE>
<CAPTION>


Alternative B


                  CONSOLIDATED PROFORMA OPTION B BALANCE SHEETS
                                   (Unaudited)



                                                           Historical         Proforma Adjustments          Proforma
                                                          September 30,    ---------------------------    September 30,
                                                               2001           Debit          Credit            2001
                                                           -----------     -----------     -----------     -----------
<S>                                                        <C>             <C>             <C>             <C>
                   ASSETS

CURRENT ASSETS
    Cash                                                   $      --
    Medical receivables                                        582,014                                         582,014
    Other receivable                                            33,423                                          33,423
    Inventory                                                  140,000                                         140,000
    Prepaid expenses                                             8,377                                           8,377
                                                           -----------

         Total current assets                                  763,814                                         763,814
                                                           -----------                                     -----------

PROPERTY AND EQUIPMENT, NET                                     77,786                                          77,786
                                                           -----------                                     -----------

OTHER ASSETS
    Note receivable - shareholder                              350,000                                        350,000
    Employee advance                                            90,000                                         90,000
    License rights and other intangibles                       504,000                                        504,000
                                                           -----------                     -----------     -----------

                                                           $ 1,785,600                            --       $ 1,785,600
                                                           ===========                                     ===========

               LIABILITIES AND
            SHAREHOLDERS' DEFICIT

CURRENT LIABILITIES
    Cash overdraft                                              22,276                                          22,276
    Notes payable                                            2,194,520        (800,000)                      1,394,520
    Current maturities of capital leases                          --                                              --
    Amounts payable                                            602,846                                         602,846
    Accrued liabilities                                        487,686        (385,826)                        101,860
                                                           -----------                                      -----------

         Total current liabilities                           3,307,328                                        2,121,502
                                                           -----------                                      -----------

SHAREHOLDERS' DEFICIT
    Series A senior cumulative convertible participating
       preferred stock; $10 par value; 340,000 shares
       issued and outstanding in 2001;
       dividends in arrears 2001 $895,644                    3,400,000      (3,400,000)                            --
    Undesignated preferred stock;
       $10 par value; 660,000 shares
       authorized; none issued                                    --
    Common stock .001 par value;
       150,000,000 shares authorized;
       73,400,000 shares issued in 2001                         73,400                           9,000          82,400
    Additional paid-in capital                               1,840,082                       4,517,066       6,357,148
    Accumulated deficit                                     (6,823,171)                         59,760      (6,763,411)
    Deferred license and consulting costs, net                    --                              --
    Treasury stock, at cost; 408,029 shares                    (12,039)                                        (12,039)
                                                           -----------                                     -----------

         Total shareholders' deficit                        (1,521,728)                                       (335,902)
                                                           -----------     -----------                     -----------

TOTAL LIABILITIES AND
    SHAREHOLDERS' DEFICIT                                  $ 1,785,600            --                       $ 1,785,600
                                                           ===========                                     ===========
</TABLE>

                                       23

<PAGE>
<TABLE>
<CAPTION>

             CONSOLIDATED PROFORMA OPTION B STATEMENT OF OPERATIONS
                                NINE MONTHS ENDED
                                   (Unaudited)




                                                   Historical        Proforma Adjustments          Proforma
                                                 September 30,   ----------------------------    September 30,
                                                      2001           Debit          Credit            2001
                                                 ------------    ------------    ------------    ------------
<S>                                              <C>             <C>             <C>             <C>
REVENUES
    Medical income                               $  1,461,386                                    $  1,461,386
    Sale of ScreenPhone                                44,358                                          44,358
                                                 ------------                                    ------------

         Total revenues                             1,505,744                                       1,505,744

COST OF REVENUES
    Cost of medical services                          805,713                                         805,713
                                                 ------------                                    ------------

         Total cost of revenues                       805,713                                         805,713
                                                 ------------                                    ------------

GROSS PROFIT                                          700,031                                         700,031

OPERATING EXPENSES
    Selling, general & administrative               1,044,428                                       1,044,428
    Depreciation and amortization                      43,950                                          43,950
                                                 ------------                                    ------------

         Total operating expenses                   1,088,378                                       1,088,378
                                                 ------------                                    ------------
LOSS FROM OPERATIONS                                 (388,347)                                       (388,347)

OTHER INCOME (EXPENSE)
    Impairment loss                                  (232,466)                                       (232,466)
    Interest income and other                          14,101                                          14,101
    Interest expense                                 (177,246)                         59,760        (117,486)
    Franchise tax                                         (50)                                            (50)
                                                 ------------                                    ------------

         Total other income (expense)                (395,661)                                       (335,901)
                                                 ------------                    ------------    ------------

 NET LOSS                                        ($   784,008)                         59,760    ($   724,248)
                                                 ============                                    ============


Net Loss                                         ($   784,008)                                   ($   724,248)

Plus: Cumulative preferred stock dividends           (255,000)                                           --
                                                 ------------                                    ------------

         Loss available to common shareholders   ($ 1,039,008)                                   ($   724,248)
                                                 ============                                    ============

BASIC AND DILUTED
    EARNINGS (L0SS) PER SHARE

       Continuing Operations                     ($      0.01)                                   ($      0.01)

       Weighted average
         common shares outstanding                 70,400,000                                      61,400,000
</TABLE>

                                       24

<PAGE>
<TABLE>
<CAPTION>

             CONSOLIDATED PRO FORMA OPTION B STATEMENT OF OPERATIONS
                                   YEAR ENDED


                                                   Historical          Proforma Adjustments       Proforma
                                                 December 31,    ----------------------------    December 31,
                                                      2000           Debit          Credit            2000
                                                 ------------    ------------    ------------    ------------
<S>                                              <C>             <C>             <C>             <C>
                                                   (Audited)             (Unaudited)              (Unaudited)
REVENUES
    Medical income                               $  2,290,179                                    $  2,290,179
    Other                                              14,552                                          14,552
                                                 ------------

         Total revenues                             2,304,731                                       2,304,731

COST OF REVENUES
    Cost of medical services                        1,512,986                                       1,512,986
                                                 ------------                                    ------------

         Total cost of revenues                     1,512,986                                       1,512,986
                                                 ------------                                    ------------

GROSS PROFIT                                          791,745                                         791,745

OPERATING EXPENSES
    Selling, general & administrative               1,747,728                                       1,747,728
    Depreciation and amortization                      57,995                                          57,995
                                                 ------------                                    ------------

         Total operating expenses                   1,805,723                                       1,805,723
                                                 ------------                                    ------------

LOSS FROM OPERATIONS                               (1,013,978)                                     (1,013,978)

OTHER INCOME (EXPENSE)
    Interest income and other                          44,357                                          44,357
    Interest expense                                 (131,998)                         89,619         (42,379)
                                                 ------------                                    ------------

         Total other income (expense)                 (87,641)                                          1,978
                                                 ------------                    ------------    ------------
 NET LOSS                                        ($ 1,101,619)                         89,619    ($ 1,012,000)
                                                 ============                                    ============


Net Loss                                         ($ 1,101,619)                                   ($ 1,012,000)

Plus: Cumulative preferred stock dividends           (340,000)                                           --
                                                 ------------                                    ------------

         Loss available to common shareholders   ($ 1,441,619)                                   ($ 1,012,000)
                                                  ============                                   ============

BASIC AND DILUTED EARNINGS (L0SS) PER SHARE

    Continuing Operations                        ($      0.02)                                   ($      0.02)

    Weighted-average common shares outstanding     69,275,833                                      60,275,833
</TABLE>


NOTE     1. Proforma  adjustments made to record issuance of 9,000,000 shares of
         common stock for  cancellation  of debt and  perferred  stock as of the
         September  30,  2000  balance  sheet  and  the  effect  on  the  income
         statements  for the nine month  period then ended and the twelve  month
         period ended December 31, 2000, as if the  transaction  had occurred at
         the  beginning  of those  periods.  Proforma  adjustments  pursuant  to
         Alternative B in the Restructure and Settlement Agreement.

                                       25


<PAGE>
                         PROPOSAL III - REINCORPORATION

         The Company  proposes to  reincorporate in the State of Texas under the
name  eAppliance  Innovations,  Inc.  The  Reincorporation  is  proposed  to  be
accomplished  through a merger of the Company with a newly  formed  wholly-owned
subsidiary  (the "Merger").  At the effective time of the Merger,  each share of
our Common Stock will be converted  into one share of  eAppliance  common stock.
Any  options  to  purchase  shares  of our  Common  Stock  that are  outstanding
immediately  prior to the Merger  will be  converted  in to options to  purchase
shares of eAppliance common stock at the time of the Merger. All of our officers
and directors will become officers and directors of eAppliance after the Merger.

         The Merger is subject to approval by our  shareholders  at the Meeting.
The following is a summary of certain  material  provisions of the Agreement and
Plan of Merger  which  governs the terms of the Merger,  and is qualified in its
entirety by the terms of the  Agreement  and Plan of Merger,  a copy of which is
attached as Exhibit B.

Effective Time of the Agreement

         The closing of the transactions contemplated by the Plan of Merger will
take place as soon as  practicable,  but no later than ten days after the Merger
has been approved at the Meeting.  See the Plan of Merger for a  description  of
the conditions that the parties must satisfy prior to the closing.

Representations and Warranties

         We have made no  representations  or warranties in connection  with the
Merger.

Covenants

         We have made no covenants in connection with the Merger.


                                       26

<PAGE>


Conditions Precedent

         Our obligations and eAppliance's  obligations  under the Plan of Merger
are subject, among other things, to the following:

         - the approval of the Sale by the shareholders of the Company;

         -  obtaining  all  governmental   approvals  necessary  to  permit  the
         consummation of the Merger; and

         - absence of any legal judgment, order, injunction or decree that would
         prevent,  make illegal or otherwise  interfere with the consummation of
         the Merger.

Contact Information

         Both the Company's and  eAppliance's  principal  executive  offices are
located at 2225 E.  Randol Mill Road,  Suite 305  Arlington,  Texas  76011-6306,
(817) 633-9400.

The Business of eAppliance

         eAppliance is a new corporation, formed by the Company for the specific
purpose of conducting  the Merger.  As such,  eAppliance  has no prior  business
history.

Regulatory Approvals

         At  any  time  before  or  after  the  completion  of the  Merger,  the
Securities  and  Exchange  Commission  could  seek to enjoin  the Merger or seek
penalties  or fines from the Company on grounds that the  securities  of the new
company were issued to our shareholders in violation of federal securities laws.
In addition, at any time before or after the completion of the Merger, any state
could  take  action  under  state  securities  laws that it deems  necessary  or
desirable in the public  interest.  We believe that the issuance of stock in the
new  company  will not  violate any  securities  laws,  that no federal or state
regulatory  requirements  must be  complied  with and that no  federal  or state
regulatory approval must be obtained in connection with the Merger.  However, we
cannot  assure you that there  will be no  challenge  to the Merger or if such a
challenge is made, what the result will be.

Accounting Treatment of the Reincorporation

         The Merger  contemplates only a reincorporation of the Company in a new
jurisdiction.  As a  result,  merger  is not  deemed  to be an  acquisition  for
accounting purposes.

Dissenter's Rights

         Under  Colorado law, our  shareholders  are not entitled to dissenter's
rights with respect to the Merger.


                                       27
<PAGE>

eAppliance Common Stock

         Under eAppliance's Articles of Incorporation,  eAppliance is authorized
to issue  151,000,000  shares of Common  Stock par value  $.001 per  share,  and
1,000,000  shares of Preferred Stock, par value $10.00 per share. As of December
13,  2001  there  were 1000  shares of  eAppliance's  common  stock  issued  and
outstanding  and held by us. Shares of eAppliance  will continue to trade on the
Nasdaq OTC-Bulletin Board.  Holders of eAppliance common stock may cast one vote
for each of the directors  nominated in the election of directors for each share
held, and one vote for any other matter.  Holders of eAppliance  common stock do
not have any preemptive  rights to acquire any additional  securities  issued by
the  Company,   nor  do  they  have  cumulative  voting  rights.  There  are  no
restrictions under eAppliance's Articles of Incorporation or Bylaws with respect
to dividends.

Comparison of Ownership of Our Common Stock and eAppliance Common Stock

         At the  effective  time of the  Merger,  our  shareholders  will become
shareholders  of eAppliance.  Accordingly,  after the merger,  the rights of our
shareholders   will  cease  to  be  governed  by  Colorado  law   applicable  to
corporations and our Articles of  Incorporation  and bylaws and will be governed
by  Texas  law  applicable  to  corporations   and   eAppliance's   Articles  of
Incorporation  and bylaws.  The  following  summarizes  some of the  differences
between the current  rights of our  shareholders  and those of  shareholders  of
eAppliance following the merger.

Management

Our Common Stock

         Under the Colorado Business Corporation Act ("CBCA"),  the business and
affairs of a Colorado  corporation  are managed by or under the direction of its
board of  directors.  In an election  of  directors,  that number of  candidates
equaling  the number of directors  to be elected,  having the highest  number of
votes cast in favor of their  election,  are elected to the board of  directors.
Our Articles of Incorporation  provide for a board consisting of not less than 3
nor more than 8 members.  Our bylaws also provide that any vacancies,  including
those  caused by an  increase  in the  number of  directors,  may be filled by a
majority of the remaining directors then in office. In addition, under the CBCA,
vacancies may be filled by our shareholders.  Any director may be removed,  with
or without consent,  by the shareholders if the number of votes cast in favor of
removal exceeds the number of votes cast against removal.

         Each  share of Common  Stock  entitles  its  holder to cast one vote on
matters as to which voting is permitted or required by Colorado  law,  including
the election of directors, amendments to our articles of incorporation,  mergers
and other  extraordinary  transactions.  Under our  Articles  of  Incorporation,
shareholders  are not  entitled  to  cumulate  their  votes for the  election of
directors.

         Unless a greater  vote is required by Colorado  law,  under our bylaws,
matters  requiring the vote of the common stock are approved by the  affirmative
vote of a majority of shares  represented  and  entitled to vote at a meeting of
shareholders at which a quorum is present.

         Our Articles of  Incorporation  permit the issuance of preferred stock.
Issuances of preferred stock that have the right to elect a designated  director
or directors could  adversely  affect the ability of the holders of common stock
to elect a majority of our Board of Directors.

eAppliance Common Stock

         Under the Texas  Business  Corporation  Act ("TBCA"),  the business and
affairs of a Texas  corporation  are  managed by or under the  direction  of its
board of directors,  whose members are generally  elected by a plurality vote of
shareholders  at  which  a  quorum  is  present.   The  eAppliance  Articles  of
Incorporation  provide for a board consisting of not less than 3 nor more than 8
members.  The  eAppliance  bylaws provide that all  vacancies,  including  those
caused by an increase in the number of directors, may be filled by a majority of
the directors  remaining in office.  Any director or the entire eAppliance board
may be removed,  with or without cause,  by the vote of a majority of the shares
of common stock entitled to vote at an election of directors.

         Each share of eAppliance  common stock  entitles its holder to cast one
vote on  matters  as to which  voting is  permitted  or  required  by Texas law,
including the election of directors and amendments to the eAppliance articles of
incorporation,  mergers and other extraordinary  transactions.  Shareholders are
not entitled to cumulate their votes for the election of directors.


                                       28
<PAGE>

         Although  Texas law  generally  requires  the  affirmative  vote of the
holders of at least two-thirds of the outstanding  shares to approve mergers and
other  extraordinary  transactions,  eAppliance's  has elected to only require a
majority of the shares voting in favor of a matter at a meeting of  shareholders
at  which  a  quorum  is  present  to  approve  matters  requiring  the  vote of
shareholders.

         The  eAppliance  articles  of  incorporation  permit  the  issuance  of
"Preferred  Stock."  Issuances of classes or series of preferred stock that have
the right to elect a designated director or directors could adversely affect the
ability of the  holders of common  stock to elect a majority  of the  eAppliance
board of directors.

Voting Rights

Our Common Stock

         As permitted  under the CBCA, our bylaws  provide that the  affirmative
vote of the shares  represented and entitled to vote upon an action are required
to approve the action,  including certain mergers.  Approval by the shareholders
of the surviving corporation on a plan of merger is not required if:

         (a) The articles of incorporation of the surviving corporation will not
differ,  except  for  certain  immaterial  amendments,   from  its  articles  of
incorporation before the merger;

         (b) Each  shareholder  of the surviving  corporation  whose shares were
outstanding  immediately  before the merger will hold the same number of shares,
with identical  designations,  preferences,  limitations,  and relative  rights,
immediately after the merger;

         (c) The  number  of voting  shares  outstanding  immediately  after the
merger,  plus the  number of voting  shares  issuable  as a result of the merger
either by the conversion of securities  issued  pursuant to the merger or by the
exercise of rights and warrants issued  pursuant to the merger,  will not exceed
by more than twenty  percent the total number of voting  shares of the surviving
corporation outstanding immediately before the merger; and

         (d) The number of participating  shares  outstanding  immediately after
the merger, plus the number of participating  shares issuable as a result of the
merger either by the conversion of securities  issued  pursuant to the merger or
by the exercise of rights and warrants issued  pursuant to the merger,  will not
exceed by more than twenty  percent  the total  number of  participating  shares
outstanding immediately before the merger.

EAppliance Common Stock

         As  permitted  by the  TBCA,  eAppliance's  Articles  of  Incorporation
require  affirmative vote of the holders of a majority of the outstanding shares
to approve some mergers.  The approval of shareholders is not required,  however
if:

         (a)      (i) the  corporation is the sole surviving  corporation in the
         merger;


                                       29
<PAGE>

                  (ii) the articles of incorporation of the corporation will not
         differ from its articles of incorporation before the merger;

                  (iii) each  shareholder of the  corporation  whose shares were
         outstanding  immediately  before the effective  date of the merger will
         hold  the  same  number  of  shares,   with   identical   designations,
         preferences,  limitations,  and relative rights,  immediately after the
         effective date of the merger;

                  (iv)  the  voting  power  of  the  number  of  voting   shares
         outstanding  immediately after the merger, plus the voting power of the
         number of voting shares  issuable as a result of the merger  (either by
         the  conversion  of  securities  issued  pursuant  to the merger or the
         exercise  of rights  to  purchase  securities  issued  pursuant  to the
         merger),  will not exceed by more than 20 percent  the voting  power of
         the  total  number  of voting  shares  of the  corporation  outstanding
         immediately before the merger; and

                  (v) the number of participating shares outstanding immediately
         after the merger, plus the number of participating shares issuable as a
         result of the merger  (either by the  conversion of  securities  issued
         pursuant to the merger or the exercise of rights to purchase securities
         issued pursuant to the merger), will not exceed by more than 20 percent
         the total number of participating shares of the corporation outstanding
         immediately before the merger.

         (b)          (i) the merger is a merger of the corporation with or into
         a direct or indirect  wholly owned  subsidiary of the  corporation  and
         after  the  merger  the  corporation  or its  successor  is a direct or
         indirect wholly owned subsidiary of a holding company;

                  (ii) the  corporation  and the direct or indirect wholly owned
         subsidiary of the corporation are the only parties to the merger;

                  (iii)  each  share  or a  fraction  of a share of stock of the
         corporation  outstanding  immediately prior to the effectiveness of the
         merger is  converted in the merger into a share or fraction of share of
         capital  stock of the  holding  company  having the same  designations,
         preferences,  limitations,  and relative  rights as a share of stock of
         the corporation being converted in the merger;

                  (iv) the holding  company  and the  corporation  are  domestic
         corporations;

                  (v) the  articles of  incorporation  and bylaws of the holding
         company immediately  following the effective time of the merger contain
         provisions identical to the articles of incorporation and bylaws of the
         corporation  immediately  prior  to the  effective  time of the  merger
         (other  than  provisions,   if  any,   regarding  the  incorporator  or
         incorporators, the corporate name, the registered office and agent, the
         initial board of directors,  and the initial  subscribers of shares and
         such  provisions  contained in any amendment to the certificate as were
         necessary   to  effect  a  change,   exchange,   reclassification,   or
         cancellation of shares, if such change, exchange, reclassification,  or
         cancellation has become effective);


                                       30
<PAGE>

                  (vi) the articles of incorporation and bylaws of the surviving
         corporation  immediately  following  the  effective  time of the merger
         contain  provisions  identical  to the  articles of  incorporation  and
         bylaws of the  corporation  immediately  prior to the effective time of
         the merger (other than provisions,  if any,  regarding the incorporator
         or incorporators,  the corporate name, the registered office and agent,
         the initial board of directors,  and the initial  subscribers of shares
         and such  provisions  contained in any amendment to the  certificate as
         were  necessary  to effect a  change,  exchange,  reclassification,  or
         cancellation of shares, if such change, exchange, reclassification,  or
         cancellation has become effective); provided, however, that:

                           (A) the articles of  incorporation  of the  surviving
                  corporation  shall be  amended  in the  merger  to  contain  a
                  provision   requiring  that  any  act  or  transaction  by  or
                  involving  a  surviving  corporation  that  requires  for  its
                  approval  under  this  Act or the  corporation's  articles  of
                  incorporation  the approval of  shareholders  of the surviving
                  corporation  shall,  by specific  reference  to this  section,
                  require  the  approval  of the  shareholders  of  the  holding
                  company  (or any  successor  by merger) by the same vote as is
                  required by this Act and the articles of  incorporation of the
                  surviving corporation; and

                           (B) the articles of  incorporation  of the  surviving
                  corporation may be amended in the merger to change the classes
                  and  series  of  shares  and the  number  of  shares  that the
                  surviving corporation is authorized to issue;

                  (vii)  the  directors  of the  corporation  become  or  remain
         directors of the holding  company on the effective  time of the merger;
         and

                  (viii) the  shareholders of the corporation will not recognize
         gain  or  loss  for  United  States  federal  income  tax  purposes  as
         determined by the board of directors of the corporation.

Business Combinations

Our Common Stock

         The CBCA  does not  specifically  address  business  combinations  with
interested shareholders.

EAppliance Common Stock

         The TBCA  contains  provisions  that  restrict,  for a period  of three
years,  business combinations with interested  shareholders,  however eAppliance
has elected not to be covered by these statutes,  but it could do so at any time
by amending the eAppliance Articles of Incorporation, with shareholder approval.


                                       31
<PAGE>

Amendments

Our Common Stock

         An  amendment to our  Articles of  Incorporation  will be approved if a
majority of the shares represented and entitled to vote on the amendment approve
the amendment.

         Under the CBCA, the directors may, with certain  exceptions,  amend the
bylaws at any time to add,  change,  or delete a  provision,  unless  the bylaws
provide  otherwise.  In  addition,  our  shareholders  may amend the bylaws even
though the bylaws may also be amended by the board of directors.

EAppliance Common Stock

         Under the eAppliance Articles of Incorporation,  a majority vote of the
outstanding  shares of each voting  group  entitled to vote is required to amend
the articles of incorporation.

         Under the eAppliance bylaws, the board of directors may amend, adopt or
repeal the bylaws;  however, the shareholders have the right to amend, repeal or
adopt these same bylaws. Furthermore, shareholders may restrict the right of the
board of directors to amend, alter or repeal a particular bylaw.

Dividends and Distributions

Our Common Stock

         Pursuant to Colorado  law,  distributions  may be made to  shareholders
unless (a) the Company  would not be able to pay its debts as they become due in
the usual course of business, or (b) our total assets would be less than the sum
of its total  liabilities  plus any amount owed, if it would be dissolved at the
time of distribution, to shareholders with preferential rights superior to those
receiving the distribution.

EAppliance Common Stock

         Under  the  TBCA  and its  articles,  eAppliance  is  permitted  to pay
dividends or make other  distributions  with respect to its stock unless,  after
giving effect to the dividend or other distribution, either eAppliance would not
be able to pay its debts as they become due in the usual course of business,  or
eAppliance's  total assets  would be less than the sum of its total  liabilities
plus eAppliance's stated capital.


                                       32
<PAGE>

Indemnification

Our Common Stock

         The CBCA  permits  that we may  indemnify  a  person  made a party to a
proceeding because the person is or was a director,  officer or employee against
liability incurred in the proceeding if that person:

         (a)      conducted himself in good faith;

         (b)  reasonably  believed  (i) in the case of conduct  in his  official
capacity with the corporation,  that his conduct was in the  corporation's  best
interests;  and (ii) in all  other  cases,  that his  conduct  was at least  not
opposed to the corporation's best interests; and

         (c) in the case of any criminal proceeding,  had no reasonable cause to
believe his conduct was unlawful.

         The  conduct  of a  director  or officer  with  respect to an  employee
benefit  plan  for a  purpose  the  director  reasonably  believed  to be in the
interests of the  participants in or  beneficiaries  of the plan is deemed to be
good faith conduct if such conduct was at least not opposed to the corporation's
best interest.  The conduct of a director or officer with respect to an employee
benefit plan for a purpose that the director did not reasonably believe to be in
the  interests  of the  participants  in or  beneficiaries  of the plan shall be
deemed not to be good faith conduct.

         Under  the  CBCA,  a  corporation  may  not  indemnify  a  director  in
connection  with (a) a proceeding by or in the right of the corporation in which
the director was adjudged liable to the corporation; or (b) any other proceeding
charging that the director derived an improper personal benefit,  whether or not
involving action in an official  capacity,  in which proceeding the director was
adjudged  liable  on the  basis  that he or she  derived  an  improper  personal
benefit.

         Any  indemnification  provided  by a  corporation  under  the  CBCA  in
connection with a proceeding by or in the right of the corporation is limited to
reasonable expenses incurred in connection with the proceeding.

         The CBCA also provides mandatory  indemnification  for a person who was
wholly successful,  on the merits or otherwise, in the defense of any proceeding
to which the person was a party because the person is or was a director, officer
or employee  against  reasonable  expenses  incurred by him or her in connection
with the proceeding.

EAppliance Common Stock

         The TBCA permits,  and the eAppliance  bylaws provide,  that eAppliance
may  indemnify  any  director or officer of  eAppliance  for any  liability  and
expense  that  may  be  incurred  in  connection  with  or  resulting  from  any
threatened,   pending  or   completed   civil,   criminal,   administrative   or
investigative  action,  suit or  proceeding  in which he may become  involved by
reason  of his  being or  having  been a  director  or  officer  of  eAppliance;
provided, that the person:

         (a)      conducted himself in good faith;


                                       33
<PAGE>

         (b)  reasonably  believed  (i) in the case of conduct  in his  official
capacity  as a director or officer of the  corporation,  that his conduct was in
the corporation's best interests;  and (ii) in all other cases, that his conduct
was at least not opposed to the corporation's best interests; and

         (c) in the case of any criminal proceeding,  had no reasonable cause to
believe his conduct was unlawful.

         Under the TBCA, directors may not be indemnified in connection with and
proceeding  in which (a) the person is found  liable on the basis that  personal
benefit was improperly received by him, whether or not the benefit resulted from
an action taken in the person's  official  capacity;  or (b) the person is found
liable to the corporation.

         The TBCA also  provides  mandatory  indemnification  for an director or
officer who was wholly successful, on the merits or otherwise, in the defense of
any  proceeding  to which the person was a party  because the person is or was a
director  or  officer  against  reasonable  expenses  incurred  by him or her in
connection with the proceeding.

Inspection Rights

Our Common Stock

         Under the CBCA, a shareholder  is entitled to inspect and copy,  during
regular  business  hours  at  the  corporation's  principal  office,  any of the
following  records of the corporation if the  shareholder  gives the corporation
written  demand  at least  five  business  days  before  the  date on which  the
shareholder  wishes  to  inspect  and copy such  records:  (a) the  articles  of
incorporation;  (b)  bylaws;  (c)  minutes of all  shareholders'  meetings,  and
records  of all action  taken by  shareholders  without a meeting,  for the past
three  years;  (d) all  written  communications  within the past three  years to
shareholders  as a group or to the holders of any class or series of shares as a
group; (e) a list of the names and business  addresses of its current  directors
and officers;  (f) A copy of its most recent  periodic  report  delivered to the
Colorado  Secretary  of  State;  and  (g) all  annual  and  published  financial
statements prepared for periods ending during the last three years.

         In addition,  but subject to certain procedural  requirements described
below,  a shareholder is entitled to inspect and copy,  during regular  business
hours  at a  reasonable  location  specified  by  the  corporation,  any  of the
following   records  of  the  corporation  if  the  shareholder  and  gives  the
corporation  written demand at least five business days before the date on which
the  shareholder  wishes to inspect and copy (a)  excerpts  from  minutes of any
meeting of the board of  directors  or from  records of any action  taken by the
board of directors without a meeting, minutes of any meeting of the shareholders
or records of any action taken by the shareholders  without a meeting,  excerpts
of records of any action of a committee of the board of  directors  while acting
in place of the board of directors on behalf of the corporation,  and waivers of
notices of any  meeting of the  shareholders  or the board of  directors  or any
committee of the board of directors;  (b) accounting records of the corporation;
and (c) the record of shareholders  required to be kept by the corporation under
the CBCA. A shareholder  may inspect and copy the above  described  records only
if:


                                       34
<PAGE>

         (a) the  shareholder  has been a shareholder  for at least three months
immediately  preceding the demand to inspect or copy or is a  shareholder  of at
least five  percent of all of the  outstanding  shares of any class of shares of
the corporation as of the date the demand is made;

         (b) the demand is made in good faith and for a proper purpose;

         (c) the shareholder describes with reasonable particularity the purpose
and the records the shareholder desires to inspect; and

         (d) the records are directly connected with the described purpose.

EAppliance Common Stock

         The TBCA  provides  that any person who has been a  shareholder  for at
least six months immediately  preceding his demand, or is the holder of at least
five per cent of all the outstanding  shares of a corporation  may, upon written
demand,  examine,  in person  or by agent,  accountant,  or  attorney,  and make
extracts  of its books and  records  of  account,  minutes,  and share  transfer
records;  provided the shareholder makes a written demand describing the purpose
of the review,  the demand is for a proper purpose,  and the records are related
to its purpose.

Voting Procedures

Our Common Stock

         Special  Meetings.  The CBCA permit special meetings of shareholders to
be called by the president, the board of directors,  upon the written demand for
the meeting,  stating the purpose or purposes for which it is to be held, by the
holders of not less than  on-tenth  of all shares  entitled to vote on the issue
proposed to be considered at the meeting, or by legal counsel to the Company.

         Action Without Meeting. The CBCA allows the shareholders to act without
a meeting by written  consent upon the signing of a consent by all  shareholders
entitled to vote thereon setting forth the action to be taken.

EAppliance Common Stock

         Special Meetings. As permitted by the TBCA,  eAppliance's bylaws permit
special  meetings of shareholders to be called by the chairman of the board, the
president,  the board of directors or upon the written request of the holders of
at least ten percent  (10%) of all the shares  entitled to vote at the  proposed
special meeting.

         Action  Without a Meeting.  The TBCA  permits  shareholders  of a Texas
corporation  to act without a meeting only by unanimous  written  consent of all
shareholders  entitled to vote on the action,  unless otherwise  provided by the
articles of incorporation.  EAppliance's  Articles of Incorporation  provide for
action by written  consent of the  shareholders  by less than unanimous  written
consent.


                                       35
<PAGE>

Dissenters' or Appraisal Rights

Our Common Stock

         The CBCA provides,  subject to the exception below, that a shareholder,
whether or not  entitled to vote,  is entitled to dissent and obtain  payment of
the fair value of the shareholder's  shares in the event of any of the following
corporate actions:

         (a)  Consummation  of a plan of merger to which  the  corporation  is a
party if:

                  (i)  approval  by the  shareholders  of  that  corporation  is
         required  under the CBCA or by the  articles of  incorporation  for the
         merger; or

                  (ii) The  corporation is a subsidiary  that is merged with its
         parent corporation;

         (b)  Consummation  of a plan of share exchange to which the corporation
is a party as the corporation whose shares will be acquired;

         (c) Consummation of a sale,  lease,  exchange,  or other disposition of
all, or  substantially  all,  of the  property  of the  corporation  for which a
shareholder vote is required under section the CBCA; and

         (d) Consummation of a sale,  lease,  exchange,  or other disposition of
all, or  substantially  all,  of the  property  of an entity  controlled  by the
corporation if the  shareholders of the  corporation  were entitled to vote upon
the consent of the corporation to the disposition pursuant to the CBCA.

         A  shareholder  is not entitled to dissent and obtain  payment,  of the
fair  value of the  shares of any class or series of shares  which  either  were
listed  on  a  national   securities   exchange  registered  under  the  federal
"Securities  Exchange Act of 1934", as amended, or on the national market system
of the national association of securities dealers automated quotation system, or
were held of record by more than two thousand  shareholders,  at the time of the
action.

EAppliance Common Stock

         The TBCA provides,  subject to the exception below,  that  shareholders
who comply with procedural requirements of the TBCA are entitled to dissent with
respect  to the  shareholder's  shares  upon any (a) plan of  merger  for  which
shareholder  approval is required and the shareholder holds shares of a class or
series that was  entitled  to vote  thereon as a class or  otherwise;  (b) sale,
lease, exchange or other disposition (not including any pledge,  mortgage,  deed
of trust  or trust  indenture  unless  otherwise  provided  in the  articles  of
incorporation)  of all, or substantially  all, the property and assets,  with or
without good will, of a corporation if special authorization of the shareholders
is  required  and the  shareholders  hold  shares of a class or series  that was
entitled to vote thereon as a class or otherwise;  (c) plan of exchange in which
the shares of the corporation of the class or series held by the shareholder are
to be acquired.  eAppliance's Articles of Incorporation do not currently provide
for  dissenters'  rights in any situation other than those  enumerated  above. A
shareholder of a Texas corporation does not, however,  have the right to dissent
from any plan of merger in which there is a single  surviving or new domestic or
foreign corporation, or from any plan of exchange, if:


                                       36
<PAGE>

         (a) the shares held by the  shareholder  are part of a class or series,
shares of which are on the  record  date  fixed to  determine  the  shareholders
entitled  to vote on the plan of  merger  or plan of  exchange  are  listed on a
national securities exchange, listed on the Nasdaq Stock Market or designated as
a national  market security on an interdealer  quotation  system by the National
Association  of  Securities  Dealers,  Inc.,  or held of record by not less than
2,000 holders;

         (b) the  shareholder is not required by the terms of the plan of merger
or plan of exchange  to accept for the  shareholder's  shares any  consideration
that is different than the consideration  (other than cash in lieu of fractional
shares  that the  shareholder  would  otherwise  be  entitled  to receive) to be
provided  to any other  holder  of shares of the same  class or series of shares
held by such shareholder; and

         (c) the  shareholder is not required by the terms of the plan of merger
or the plan of exchange to accept for the shareholder's shares any consideration
other than:

                  (i)  shares  of  a  domestic  or  foreign   corporation  that,
         immediately after the effective time of the merger or exchange, will be
         part of a class or series, shares of which are:

                           (A) listed,  or authorized  for listing upon official
                  notice of issuance, on a national securities exchange;

                           (B)  approved  for  quotation  as a  national  market
                  security on an  interdealer  quotation  system by the National
                  Association of Securities Dealers,  Inc., or successor entity;
                  or

                           (C) held of record by not less than 2,000 holders;

                  (ii) cash in lieu of fractional  shares otherwise  entitled to
         be received; or

                  (iii) any  combination of the  securities and cash  previously
         described.

Liquidation/Dissolution

Our Common Stock

         Under the CBCA a dissolution may be initiated by the board of directors
and  approved by the holders of a majority of all the votes  entitled to be cast
on the Proposal.


                                       37
<PAGE>

EAppliance Common Stock

         Under  the  TBCA  and  eAppliance's   Articles  of   Incorporation,   a
dissolution  may be initiated by the  directors and approved by the holders of a
majority of the outstanding voting shares of the corporation.

Derivative Actions

Our Common Stock

         Under the CBCA, no action may be brought by a shareholder  in the right
of a domestic  corporation,  and no action may be  commenced  in  Colorado  by a
shareholder  in the right of a foreign  corporation,  unless the plaintiff was a
shareholder  of the  corporation  at the time of the  transaction  of which  the
plaintiff  complains  or the  plaintiff  is a person  upon whom shares or voting
trust certificates thereafter devolved by operation of law from a person who was
a shareholder at such time.

         In any action  pending,  instituted,  or maintained in the right of any
domestic or foreign  corporation by a shareholder holding less than five percent
of the  outstanding  shares of any class,  unless the shares  held have a market
value in excess of twenty-five  thousand dollars, the corporation in whose right
the action is  commenced  is entitled,  at any time before  final  judgment,  to
require the  plaintiff to give  security for the costs and  reasonable  expenses
which may be directly  attributable to and incurred by it in the defense of such
action or may be incurred by other  parties  named as defendant for which it may
become  legally  liable,  but not  including  fees of  attorneys.  The amount of
security  required  may from  time to time be  increased  or  decreased,  in the
discretion  of the court,  upon showing  that the  security  provided has or may
become  inadequate  or is  excessive.  If the court  finds  that the  action was
commenced  without  reasonable cause, the corporation shall have recourse to the
security in such amount as the court shall  determine  upon the  termination  of
such action.

EAppliance Common Stock

         The  TBCA  does  not  specifically   address   derivative   actions  by
shareholders.

Transferability

Our Common Stock

         Shares of our Common Stock are freely  transferable,  except for shares
issued to our "affiliates"  and shares deemed to be restricted  securities under
state and federal securities laws. Shares of our Common Stock currently trade on
the Nasdaq OTC-Bulletin Board under the symbol "MBSC."

EAppliance Common Stock

         Shares of eAppliance common stock will be freely  transferable,  except
for  shares  issued  to  "affiliates"  of  eAppliance  and  shares  deemed to be
restricted  securities under state and federal  securities laws. Upon completion
of the Merger  eAppliance  common  stock  will trade on the Nasdaq  OTC-Bulletin
Board under the symbol "MBSC."


                                       38
<PAGE>


Fiduciary Duties

Our Common Stock

         Under  Colorado  law,  directors  are charged with the duty to exercise
their powers in good faith and with a view to the interests of the corporation.

EAppliance Common Stock

         Under Texas law, the  directors of eAppliance  owe fiduciary  duties of
good faith,  loyalty and fair dealing to its  shareholders  in its management of
eAppliance's affairs.

Unanimous Board Recommendation

         Our Board of Directors  believes that the approval of the  transactions
contemplated by the Plan of Merger,  including the Merger,  are in the Company's
best  interests and the best  interests of our  shareholders.  Accordingly,  our
Board of Directors has unanimously  approved the Plan of Merger,  and recommends
that our shareholders for Proposal III to approve the Reincorporation.


                                       39
<PAGE>



         The Company has been advised that  shareholders  owning an aggregate of
at least 37,703,322 shares of Common Stock (constituting approximately 51.65% of
the issued and outstanding  shares of Common Stock of the Company as of December
13, 2001) and all shares of Series A Preferred  Stock intend to vote in favor of
Proposal III, thereby assuring that the approval of the Reincorporation.

                              STOCKHOLDER PROPOSALS

         Shareholders   may  submit   Proposals  on  matters   appropriate   for
shareholder  action at subsequent annual meetings of the Company consistent with
Rule  14a-8  promulgated  under  the  Exchange  Act.  For such  Proposals  to be
considered  for inclusion in the Proxy  Statement and Proxy relating to the 2003
Annual Meeting of  Shareholders,  such Proposals must be received by the Company
not later than . Such Proposals  should be directed to MB Software  Corporation,
2225 E. Randol Mill Road, Suite 305, Arlington,  Texas,  76011-6306,  Attention:
Secretary.

                                 OTHER BUSINESS

         The Company  does not intend to bring any  business  before the Meeting
other than those  described  herein  and at this date the  Company  has not been
informed of any matters that may be presented at the Meeting by others.

                                  MISCELLANEOUS

         All costs incurred in the mailing of this Information Statement will be
borne by the Company.  The Company may make  arrangements  with brokerage houses
and other custodians, nominees and fiduciaries for the forwarding of information
materials to the  beneficial  owners of shares of Common Stock held of record by
such persons,  and the Company may  reimburse  such  brokerage  houses and other
custodians,  nominees and fiduciaries for their out-of-pocket  expenses incurred
in connection therewith.

     The Annual Report to Shareholders  of the Company and th Quarterly  Report,
including  financial  statements for the fiscal year ended December 31, 2000 and
the  fiscal  quarter  ended  September  30,  2001,  accompany  this  Information
Statement.  The Annual Report and the Quarterly Report are not to be deemed part
of this Information Statement.

                                             By Order of the Board of Directors



                                             Lucy J. Singleton
                                             Secretary
Arlington, Texas
January 25, 2002



                                       40



<PAGE>




                      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


                                                                          Page 1
<PAGE>


         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".

                                                                          Page 2

<PAGE>


         (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

                                                                          Page 3

<PAGE>


                  (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:

                                                                          Page 4

<PAGE>


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

                  (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.

                                                                          Page 5

<PAGE>

         (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.

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.

                                                                          Page 6

<PAGE>

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.

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.

                                                                          Page 7

<PAGE>

                  (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:

                                                  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.

                                                                          Page 8

<PAGE>

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
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.

                                                                          Page 9

<PAGE>

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.

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.

                                                                         Page 10

<PAGE>

                                  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

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.

                                                                         Page 11

<PAGE>

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.

         (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.

                                                                         Page 12

<PAGE>

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.

         (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.

                                                                         Page 13

<PAGE>

         (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.

         (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.

                                                                         Page 14

<PAGE>

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.

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.

                                                                         Page 15

<PAGE>

         (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:

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.

                                                                         Page 16

<PAGE>

                  (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.

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.

                                                                         Page 17

<PAGE>

                                  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.

         (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.

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<PAGE>

         (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.

         (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.

                                                                         Page 19

<PAGE>

         (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.

                                                                         Page 20

<PAGE>

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:

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.

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<PAGE>


         (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.

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.

                                                                         Page 22

<PAGE>

         (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.

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.

                                                                         Page 23

<PAGE>

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.

                                   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:

                                                                         Page 24

<PAGE>

         (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

         (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.

                                                                         Page 25

<PAGE>

         (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.

         (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.

                                                                         Page 26

<PAGE>

                                  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.

                  (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.

                                                                         Page 27

<PAGE>

                                    (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.

         (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.

                                                                         Page 28


                                       42
<PAGE>

                  (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.

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:

                                                                         Page 29


                                       43
<PAGE>

                  (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:

                           (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.

                                                                         Page 30

<PAGE>


                  (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.

                  (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

                                                                         Page 31
<PAGE>


                           (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.

                                  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:


                                                                         Page 32
<PAGE>


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.

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.


                                                                         Page 33
<PAGE>


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.

         (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


                                                                         Page 34
<PAGE>

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 35

<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
                                      Name:
                                           -------------------------------------
                                      Its:
                                          --------------------------------------


                                      MBS SUB:
                                      --------

                                      HEALTHCARE INNOVATIONS, LLC


                                      By:
                                         ---------------------------------------
                                      Name:
                                           -------------------------------------
                                      Its:
                                          --------------------------------------


                                      Imagine:
                                      --------

                                      IMAGINE INVESTMENTS, INC.


                                      By:
                                         ---------------------------------------
                                      Name:
                                           -------------------------------------
                                      Its:
                                          --------------------------------------


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

                                      XHI2, INC.


                                      By:
                                         ---------------------------------------
                                      Name:
                                           -------------------------------------
                                      Its:
                                          --------------------------------------




                                                                         Page 36
<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>
                                  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 Internal 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,    or   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.

<PAGE>

"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.

"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.

<PAGE>

"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.

"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

  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>


         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>
                            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>


         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>

                                    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



<PAGE>


                          AGREEMENT AND PLAN OF MERGER


                                      among



                             MB SOFTWARE CORPORATION



                                       and


                          EAPPLIANCE INNOVATIONS, INC.










                             Dated December 13, 2001




<PAGE>

                          AGREEMENT AND PLAN OF MERGER


         Agreement and Plan of Merger,  dated as of December 13, 2001 is entered
into by and between MB Software Corporation,  a Colorado corporation ("Parent"),
and  eAppliance  Innovations,   Inc.,  a  Texas  corporation  and  wholly  owned
subsidiary of Parent ("Merger Sub"). Certain terms used herein but not otherwise
defined shall have the meanings ascribed thereto in Exhibit A attached hereto.

         WHEREAS,  the  respective  Boards of Directors of Parent and Merger Sub
have  determined  that  it is  advisable  and in the  best  interests  of  their
respective  shareholders to consummate the merger of Parent with and into Merger
Sub (the  "Merger"),  upon the terms and  subject  to the  conditions  set forth
herein; and

         WHEREAS,  the  respective  Boards of Directors of Parent and Merger Sub
have  approved  the  transactions  contemplated  by this  Agreement,  subject to
approval of such  transactions  by the  shareholders of Parent and the terms and
conditions set forth herein.

         NOW,  THEREFORE,  in  consideration of the foregoing and the respective
representations,  warranties,  covenants and agreements set forth herein and for
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

                                    ARTICLE I
                                   THE MERGER

         Section 1.1 The Merger. Upon the terms and subject to the conditions of
this Agreement, and in accordance with the applicable provisions of the TBCA and
the CBCA, at the Effective Time, Parent shall be merged with and into the Merger
Sub. As a result of the Merger, the separate corporate existence of Parent shall
cease and Merger Sub shall  continue as the surviving  corporation of the Merger
(the "Surviving Corporation").

         Section 1.2 Effective Time. Subject to the terms and conditions of this
Agreement,  the  parties  hereto  shall  cause the Merger to be  consummated  by
filing, as soon as practicable after the Closing (as hereinafter defined),  this
Agreement or articles of merger (the "Articles of Merger") with the  Secretaries
of State of the States of Texas and  Colorado,  in such form as required by, and
executed in accordance  with the relevant  provisions of, the TBCA and the CBCA.
The date and time of acceptance of the filing of the Articles of Merger with the
Secretary  of State of the State of Texas (or such later time as shall be agreed
to in writing by the parties  hereto and  specified  in the  Articles of Merger)
will be the "Effective Time." The Closing shall take place at 10:00 a.m. (Dallas
time) on the Business Day immediately after the date on which all the conditions
to  Closing  set forth in Article II hereto  shall have been  satisfied,  at the
offices of Jackson Walker, 901 Main Street,  Suite 6000, Dallas, Texas 75202, or
such other time, date and place as the parties shall agree.


                                       1
<PAGE>


         Section 1.3 Effects of the Merger. Subject to Sections 1.4 and 1.5, the
Merger  shall have the effects  set forth in the  applicable  provisions  of the
TBCA. Without limiting the generality of the foregoing,  and subject thereto, at
the Effective Time all the property, rights, privileges,  immunities, powers and
franchises of Parent and Merger Sub shall vest in the Surviving Corporation, and
all debts,  liabilities  and  duties of Parent  and Merger Sub shall  become the
debts, liabilities and duties of the Surviving Corporation.

         Section 1.4 Articles of Incorporation; Bylaws.
                     ---------------------------------

                  (a) At the  Effective  Time and without any further  action on
         the part of Parent or Merger  Sub,  the  Articles of  Incorporation  of
         Merger Sub as in effect  immediately  prior to the  Effective  Time, as
         amended or provided in the Articles of Merger, shall be the Articles of
         Incorporation of the Surviving  Corporation until thereafter amended as
         provided therein and under the TBCA.

                  (b) At the  Effective  Time and without any further  action on
         the part of Parent or Merger Sub, the bylaws of Merger Sub shall be the
         bylaws of the Surviving  Corporation  and  thereafter may be amended or
         repealed in accordance with their terms or the terms of the articles of
         incorporation of the Surviving Corporation and as provided by law.

         Section 1.5 Directors and Officers.
                     ----------------------

                  (a) At the Effective Time, the directors of Parent shall serve
         as directors of the Surviving  Corporation until their successors shall
         have been duly  elected  or  appointed  and  qualified  or until  their
         earlier death,  resignation or removal in accordance with the Surviving
         Corporation's Articles of Incorporation and Bylaws.

                  (b) At the Effective  Time, the officers of Parent shall serve
         as officers of the Surviving Corporation, in the capacities
         set forth opposite their names,  until their successors shall have been
         duly elected or appointed and  qualified or until their earlier  death,
         resignation or removal in accordance  with the Surviving  Corporation's
         Articles of Incorporation and Bylaws.

         Section 1.6 Effect on Capital Stock.  At the Effective  Time, by virtue
of the  Merger  and  without  any action on the part of Parent of Merger Sub any
holder of any shares of capital stock of Parent:

                  (a)      Each share of Parent Common Stock that is held in the
treasury of Parent or of any of its  subsidiaries  shall be canceled and retired
and no capital stock of the Surviving Corporation,  or other consideration shall
be paid or delivered in exchange therefore.

                  (b) Each  remaining  outstanding  share of Parent Common Stock
shall be converted into the right to receive one share of Surviving  Corporation
Common Stock (the "Merger Consideration").

                  (c)  Each  share  of  Merger  Sub  Common   Stock  issued  and
outstanding  immediately  prior to the Effective Date shall be shall be canceled
and retired.


                                       2
<PAGE>

         Section  1.7  Stock  Options.  All  stock  options  outstanding  at the
Effective Time under Parent Stock Options shall be converted in accordance  with
this Agreement and the terms of the Parent Stock Options into options to receive
shares of the  Surviving  Corporation  upon the same terms and  conditions as in
existence immediately prior to the Effective Time.

         Section 1.8 Further  Assurances.  At and after the Effective  Time, the
officers and  directors  of the  Surviving  Corporation  will be  authorized  to
execute  and  deliver,  in the name and on behalf of Parent or Merger  Sub,  any
deeds, bills of sale,  assignments or assurances and to take and do, in the name
and on behalf of Parent or Merger  Sub,  any other  actions  and things to vest,
perfect or confirm of record or otherwise in the Surviving  Corporation  any and
all right, title and interest in, to and under any of the rights,  properties or
assets  acquired or to be acquired by the Surviving  Corporation as a result of,
or in connection with, the Merger.

         Section 1.9 Certain Adjustments. If, between the date of this Agreement
and the Effective Time, the outstanding shares of Parent Common Stock shall have
been  changed into a different  number of shares or different  class of stock by
reason  of  any  reclassification,   recapitalization,  stock  split,  split-up,
combination or exchange of shares,  or a stock  dividend or dividend  payable in
any other securities shall be declared with a record date within such period, or
any  similar  event  shall  have  occurred,  the Merger  Consideration  shall be
appropriately  adjusted to provide the holders of Parent  Common  Stock the same
economic effect,  voting rights and other terms and designations as contemplated
by this Agreement prior to any such event.

                                   ARTICLE II
                                   CONDITIONS

         Section  2.1  Conditions  to  the   Obligations  of  Each  Party.   The
obligations of Parent and Merger Sub to consummate the Merger are subject to the
satisfaction  (or, if  permissible,  waiver by the party for whose  benefit such
conditions exist) of the following conditions:

                  (a) No  Injunctions or  Restraints.  No temporary  restraining
         order, preliminary or permanent injunction or other order issued by any
         court  of  competent  jurisdiction  or  other  Governmental  Entity  of
         competent   jurisdiction   or  other  legal  restraint  or  prohibition
         preventing or making illegal the consummation of the Merger shall be in
         effect;  provided,  however,  that the  parties  hereto  shall  use all
         commercially  reasonable  efforts to have any such  injunction,  order,
         restraint or prohibition vacated.

                  (b)  Governmental  and  Regulatory  Approvals.  All regulatory
         approvals  and other  actions or approvals by any  Governmental  Entity
         required  to permit  the  consummation  of the  Merger  shall have been
         obtained and such approvals shall be in full force and effect.

                  (c)  Shareholder  Approval.  The  shareholders of Parent shall
         have approved the Merger in accordance with the CBCA.

                                   ARTICLE III
                                   TERMINATION

         Section 3.1  Termination.  This  Agreement  may be  terminated  and the
Merger  contemplated  herein may be abandoned at any time prior to the Effective
Time,  whether  before or after  Parent  Shareholder  Approval  shall  have been
received.


                                       3
<PAGE>


                  (a) by the mutual written consent of Parent and Merger Sub; or

                  (b) by either Parent or Merger Sub if any Governmental  Entity
         shall have issued an order,  decree or ruling or taken any other action
         permanently   restraining,   enjoining  or  otherwise  prohibiting  the
         transactions  contemplated by this Agreement,  and such order,  decree,
         ruling or other action shall have become final and nonappealable.

                                   ARTICLE IV
                                  MISCELLANEOUS

         Section 4.1 Amendment and Modification. Subject to applicable law, this
Agreement may be amended,  modified and  supplemented in any and all respects by
written  agreement  of the parties  hereto,  pursuant  to action  taken by their
respective  Boards of Directors,  at any time prior to the  Effective  Time with
respect to any of the terms contained herein.

         Section  4.2  Entire  Agreement;  No  Third-Party  Beneficiaries.  This
Agreement and the Confidentiality  Agreements (including the exhibits hereto and
the  documents  and  the  instruments  referred  to  herein  and  therein):  (a)
constitute  the  entire   agreement  and  supersede  all  prior  agreements  and
understandings,  both  written and oral,  among the parties  with respect to the
subject matter hereof,  and (b) are not intended to confer upon any person other
than the parties hereto any rights or remedies hereunder.

         Section  4.3  Severability.  If any  term or  other  provision  of this
Agreement is invalid, illegal or incapable of being enforced by any rule of law,
or public policy,  all other  conditions and provisions of this Agreement  shall
nevertheless  remain in full force and effect 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 or other
provision is invalid, illegal or incapable of being enforced, 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 a mutually  acceptable
manner in order that the transactions  contemplated hereby may be consummated as
originally contemplated to the fullest extent possible.

         Section  4.4  Governing  Law.  This  Agreement  shall be  governed  and
construed in accordance with the laws of the State of Texas.

         Section 4.5  Assignment.  Neither this Agreement nor any of the rights,
interests  or  obligations  hereunder  shall be  assigned  by any of the parties
hereto  (whether by operation  of law or  otherwise)  without the prior  written
consent of the other parties.  Subject to the preceding sentence, this Agreement
will be binding upon,  inure to the benefit of and be enforceable by the parties
and their respective successors and assigns.

         Section 4.6 Headings. The article and section headings contained in
this Agreement are solely for the purpose of reference, are not part of the
agreement of the parties and shall not affect in any way the meaning or
interpretation of this Agreement. References to Articles or Sections, unless
otherwise specified, are to Articles and Sections of this Agreement.

         IN WITNESS  WHEREOF,  Parent and Merger Sub caused this Agreement to be
signed by their  respective  officers  thereunto duly  authorized as of the date
first written above.


                                       4

<PAGE>


                                       MB SOFTWARE CORPORATION



                                       By:  /S/ Scott A. Haire
                                              Name Scott A. Haire
                                              Title: Chief Executive Officer and
                                                      President


                                       EAPPLIANCE INNOVATIONS, INC..



                                       By:  /S/ Scott A. Haire
                                              Name Scott A. Haire
                                              Title: Chief Executive Officer and
                                                      President



                                       5
<PAGE>

                                    EXHIBIT A

                                   Definitions


         "Business Day" means any day other than a Saturday, a Sunday, or a bank
holiday in the State of Delaware.

         "CBCA" shall mean the Colorado Business Corporation Act.

         "Closing" shall mean the closing of the Merger.

         "Closing Date" shall mean the date of Closing.

         "Effective Time" shall have the meaning set forth in Section 1.2.

         "Governmental  Entity" shall mean any United  States or foreign  court,
arbitral tribunal,  administrative agency or commission or other governmental or
other regulatory authority, body, commission or agency.

         "Parent Common Stock" shall mean the common stock, par value $0.001 per
share, of MB Software Corporation.

         "Parent Shareholder  Approval" shall mean approval of the Merger by the
shareholders of Parent in accordance with the CBCA.

         "Parent Stock Option"  shall mean each  outstanding  option to purchase
shares of the Parent  Common  Stock  issued  pursuant to any of  Parent's  stock
option plans.

         "Merger  Consideration"  shall  have the  meaning  set forth in Section
1.6(a)

         "Merger Sub Common Stock" shall mean the common stock,  par value $.001
per share, of Merger Sub.

         "Surviving  Corporation"  shall have the  meaning  set forth in Section
1.1.

         "Surviving  Common  Stock"  shall mean Merger Sub Common Stock from and
after th Effective Date.

         "TBCA" shall mean the Texas Business Corporation Act.




                                       A-1


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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