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<SEC-DOCUMENT>0000930661-01-500412.txt : 20010507
<SEC-HEADER>0000930661-01-500412.hdr.sgml : 20010507
ACCESSION NUMBER:		0000930661-01-500412
CONFORMED SUBMISSION TYPE:	SC 13D
PUBLIC DOCUMENT COUNT:		6
FILED AS OF DATE:		20010504
GROUP MEMBERS:		IMAGINE INVESTMENTS INC
GROUP MEMBERS:		JAMES M. FAIL
GROUP MEMBERS:		JAMES M. FAIL LIVING TRUST
GROUP MEMBERS:		KATHRYN FAIL LUTTRULL
GROUP MEMBERS:		P.S.F. HOLDINGS LIMITED PARTNERSHIP
GROUP MEMBERS:		STONE CAPITAL, INC.
GROUP MEMBERS:		STONE HOLDINGS, INC.
GROUP MEMBERS:		STONE INVESTMENTS, INC.
GROUP MEMBERS:		THE MARITAL TRUST
GROUP MEMBERS:		WINN HOLDINGS, LLC

SUBJECT COMPANY:	

	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:		SC 13D
		SEC ACT:		
		SEC FILE NUMBER:	005-34698
		FILM NUMBER:		1623312

	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 TREAT CORP
		DATE OF NAME CHANGE:	19910220

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

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			IMAGINE INVESTMENTS INC
		CENTRAL INDEX KEY:			0001051043
		STANDARD INDUSTRIAL CLASSIFICATION:	 []
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0930

	FILING VALUES:
		FORM TYPE:		SC 13D

	BUSINESS ADDRESS:	
		STREET 1:		8150 N CENTRAL EXPRESSWAY STE 1901
		CITY:			DALLAS
		STATE:			TX
		ZIP:			75206
		BUSINESS PHONE:		2143651900

	MAIL ADDRESS:	
		STREET 1:		8150 N CENTRAL EXPRESSWAY STE 1901
		CITY:			DALLAS
		STATE:			TX
		ZIP:			75206
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13D
<SEQUENCE>1
<FILENAME>dsc13d.txt
<DESCRIPTION>SCHEDULE 13D
<TEXT>

<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  SCHEDULE 13D
                                 (Rule 13d-101)

            INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
    TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

                            (Amendment No. ____)(1)

                         MB Software Corporation, Inc.
                                (Name of Issuer)


                    Common Stock, par value $.001 per share
                         (Title of Class of Securities)

                                  55 2635 10 4
                                 (CUSIP Number)

                                 Gary M. Goltz
                           Imagine Investments, Inc.
                   8150 North Central Expressway, Suite 1901
                              Dallas, Texas 75206
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
                                Communications)

                                 August 1, 2000
            (Date of Event Which Requires Filing of This Statement)



If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f), or 13d-1(g), check the following
box [_].

Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits.  See Rule 13d-7 for other
parties to whom copies are to be sent.

(1)The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see, the
Notes).
<PAGE>

CUSIP No. 55 2635 10 4
- --------------------------------------------------------------------------------
  1) Names of Reporting Persons
     I.R.S. Identification Nos. of Above Persons (entities only)

     Imagine Investments, Inc.
     75-270944

- --------------------------------------------------------------------------------
  2)  Check the Appropriate Box if a Member of a Group (See Instructions)

    (a)  [_]
    (b)  [_]

- --------------------------------------------------------------------------------
  3)  SEC Use Only

- --------------------------------------------------------------------------------
  4)  Source of Funds (See Instructions)

      OO

- --------------------------------------------------------------------------------
  5)  Check if Disclosure of Legal Proceedings is Required Pursuant to Items
      2(d) or 2(e)
      [_]

- --------------------------------------------------------------------------------
  6)  Citizenship or Place of Organization

      Delaware

- --------------------------------------------------------------------------------

   Number of        (7)  Sole Voting Power        --
    Shares          ---------------------------------------------
 Beneficially       (8)  Shared Voting Power      29,439,416
 Owned by Each      ---------------------------------------------
Reporting Person    (9)  Sole Dispositive Power   --
     With           ---------------------------------------------

                    (10) Shared Dispositive Power 29,439,416
- --------------------------------------------------------------------------------
  11)  Aggregate Amount Beneficially Owned by Each Reporting Person

       29,439,416

- --------------------------------------------------------------------------------
  12)  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
       Instructions)


       [_]

- --------------------------------------------------------------------------------
  13)  Percent of Class Represented by Amount in Row (11)

       30%

- --------------------------------------------------------------------------------
  14)  Type of Reporting Person (See Instructions)

       CO
- --------------------------------------------------------------------------------
<PAGE>

CUSIP No. 55 2635 10 4
- --------------------------------------------------------------------------------
  1)  Names of Reporting Persons
      I.R.S. Identification Nos. of Above Persons (entities only)

      Stone Investments, Inc.
      86-0740106

- --------------------------------------------------------------------------------
  2)  Check the Appropriate Box if a Member of a Group (See Instructions)

     (a)  [_]
     (b)  [_]

- --------------------------------------------------------------------------------
  3)  SEC Use Only

- --------------------------------------------------------------------------------
  4)  Source of Funds (See Instructions)

      OO

- --------------------------------------------------------------------------------
  5)  Check if Disclosure of Legal Proceedings is Required Pursuant to Items
      2(d) or 2(e)
      [_]

- --------------------------------------------------------------------------------
  6)  Citizenship or Place of Organization

      Delaware

- -----------------------------------------------------------

   Number of        (7)  Sole Voting Power        --
    Shares          -------------------------------------------
 Beneficially       (8)  Shared Voting Power      29,439,416
 Owned by Each      -------------------------------------------
Reporting Person    (9)  Sole Dispositive Power   --
     With           -------------------------------------------
                    (10) Shared Dispositive Power 29,439,416
- --------------------------------------------------------------------------------
  11)  Aggregate Amount Beneficially Owned by Each Reporting Person

       29,439,416

- --------------------------------------------------------------------------------
  12)  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
       Instructions)

       [_]

- --------------------------------------------------------------------------------
  13)  Percent of Class Represented by Amount in Row (11)

       30%

- --------------------------------------------------------------------------------
  14)  Type of Reporting Person (See Instructions)

       HC, CO

- --------------------------------------------------------------------------------
<PAGE>

CUSIP No. 55 2635 10 4
- --------------------------------------------------------------------------------
  1)  Names of Reporting Persons
      I.R.S. Identification Nos. of Above Persons (entities only)

      Stone Capital, Inc.
      75-2262907

- --------------------------------------------------------------------------------
  2)  Check the Appropriate Box if a Member of a Group (See Instructions)

    (a)  [_]
    (b)  [_]

- --------------------------------------------------------------------------------
  3)  SEC Use Only

- --------------------------------------------------------------------------------
  4)  Source of Funds (See Instructions)

      OO

- --------------------------------------------------------------------------------
  5)  Check if Disclosure of Legal Proceedings is Required Pursuant to Items
      2(d) or 2(e)
      [_]

- --------------------------------------------------------------------------------
  6)  Citizenship or Place of Organization

      Delaware

- --------------------------------------------------------------------------------

   Number of        (7)  Sole Voting Power        --
    Shares          ----------------------------------------------
 Beneficially       (8)  Shared Voting Power      29,439,416
 Owned by Each      ----------------------------------------------
Reporting Person    (9)  Sole Dispositive Power   --
     With           ----------------------------------------------
                    (10) Shared Dispositive Power 29,439,416
- --------------------------------------------------------------------------------
  11)  Aggregate Amount Beneficially Owned by Each Reporting Person


       29,439,416

- --------------------------------------------------------------------------------

  12)  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
       Instructions)

       [_]

- --------------------------------------------------------------------------------
  13)  Percent of Class Represented by Amount in Row (11)

       30%

- --------------------------------------------------------------------------------
  14)  Type of Reporting Person (See Instructions)

       HC, CO

- --------------------------------------------------------------------------------
<PAGE>

CUSIP No. 55 2635 10 4
- --------------------------------------------------------------------------------
  1)  Names of Reporting Persons
      I.R.S. Identification Nos. of Above Persons (entities only)

      Stone Holdings, Inc.
      75-2681508

- --------------------------------------------------------------------------------
  2)  Check the Appropriate Box if a Member of a Group (See Instructions)

    (a)  [_]
    (b)  [_]

- --------------------------------------------------------------------------------
  3)  SEC Use Only
- --------------------------------------------------------------------------------
  4)  Source of Funds (See Instructions)

      OO
- --------------------------------------------------------------------------------
  5)  Check if Disclosure of Legal Proceedings is Required Pursuant to Items
      2(d) or 2(e)
      [_]

- --------------------------------------------------------------------------------
  6)  Citizenship or Place of Organization

      Delaware

- -------------------------------------------------------------------------------

   Number of        (7)  Sole Voting Power        --
    Shares          -------------------------------------------
 Beneficially       (8)  Shared Voting Power      29,439,416
 Owned by Each      -------------------------------------------
Reporting Person    (9)  Sole Dispositive Power   --
     With           -------------------------------------------
                    (10) Shared Dispositive Power 29,439,416
- --------------------------------------------------------------------------------
  11)  Aggregate Amount Beneficially Owned by Each Reporting Person


       29,439,416

- --------------------------------------------------------------------------------
  12)  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
       Instructions)

       [_]

- --------------------------------------------------------------------------------
  13)  Percent of Class Represented by Amount in Row (11)

       30%

- --------------------------------------------------------------------------------
  14)  Type of Reporting Person (See Instructions)

       HC, CO

- --------------------------------------------------------------------------------
<PAGE>

CUSIP No. 55 2635 10 4
- --------------------------------------------------------------------------------
  1)  Names of Reporting Persons
      I.R.S. Identification Nos. of Above Persons (entities only)

      P.S.F. Holdings Limited Partnership

- --------------------------------------------------------------------------------
  2)  Check the Appropriate Box if a Member of a Group (See Instructions)

    (a)  [_]
    (b)  [_]

- --------------------------------------------------------------------------------
  3)  SEC Use Only

- --------------------------------------------------------------------------------
  4)  Source of Funds (See Instructions)

      OO

- --------------------------------------------------------------------------------
  5)  Check if Disclosure of Legal Proceedings is Required Pursuant to Items
      2(d) or 2(e)
      [_]

- --------------------------------------------------------------------------------
  6)  Citizenship or Place of Organization

      Texas

- --------------------------------------------------------------------------------

   Number of        (7)  Sole Voting Power        --
    Shares          ---------------------------------------------
 Beneficially       (8)  Shared Voting Power      29,439,416
 Owned by Each      ---------------------------------------------
Reporting Person    (9)  Sole Dispositive Power   --
     With           ---------------------------------------------
                    (10) Shared Dispositive Power 29,439,416

- --------------------------------------------------------------------------------
  11)  Aggregate Amount Beneficially Owned by Each Reporting Person


       29,439,416

- --------------------------------------------------------------------------------
  12)  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
       Instructions)

       [_]

- --------------------------------------------------------------------------------
  13)  Percent of Class Represented by Amount in Row (11)

       30%

- --------------------------------------------------------------------------------
  14)  Type of Reporting Person (See Instructions)

       HC, PN

- --------------------------------------------------------------------------------
<PAGE>

CUSIP No. 55 2635 10 4
- --------------------------------------------------------------------------------
  1)  Names of Reporting Persons
      I.R.S. Identification Nos. of Above Persons (entities only)

      The Marital Trust established pursuant to the provisions of Section 3 of
      Article B of the agreement establishing the James M. Fail Living Trust.

- --------------------------------------------------------------------------------
  2)  Check the Appropriate Box if a Member of a Group (See Instructions)

    (a)  [_]
    (b)  [_]

- --------------------------------------------------------------------------------
  3)  SEC Use Only

- --------------------------------------------------------------------------------
  4)  Source of Funds (See Instructions)

      OO

- --------------------------------------------------------------------------------
  5)  Check if Disclosure of Legal Proceedings is Required Pursuant to Items
      2(d) or 2(e)
      [_]

- --------------------------------------------------------------------------------
  6)  Citizenship or Place of Organization

      Alaska

- -------------------------------------------------------------------------------

   Number of        (7)  Sole Voting Power        --
    Shares          -------------------------------------------
 Beneficially       (8)  Shared Voting Power      29,439,416
 Owned by Each      -------------------------------------------
Reporting Person    (9)  Sole Dispositive Power   --
     With           -------------------------------------------
                    (10) Shared Dispositive Power 29,439,416
- --------------------------------------------------------------------------------
  11)  Aggregate Amount Beneficially Owned by Each Reporting Person


       29,439,416

- --------------------------------------------------------------------------------
  12)  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
       Instructions)

       [_]

- --------------------------------------------------------------------------------
  13)  Percent of Class Represented by Amount in Row (11)

       30%

- --------------------------------------------------------------------------------
  14)  Type of Reporting Person (See Instructions)

       OO

- --------------------------------------------------------------------------------
<PAGE>

CUSIP No. 55 2635 10 4
- --------------------------------------------------------------------------------
  1)  Names of Reporting Persons
      I.R.S. Identification Nos. of Above Persons (entities only)

      James M. Fail Living Trust

- --------------------------------------------------------------------------------
  2)  Check the Appropriate Box if a Member of a Group (See Instructions)

    (a)  [_]
    (b)  [_]

- --------------------------------------------------------------------------------
  3)  SEC Use Only

- --------------------------------------------------------------------------------
  4)  Source of Funds (See Instructions)

      OO

- --------------------------------------------------------------------------------
  5)  Check if Disclosure of Legal Proceedings is Required Pursuant to Items
      2(d) or 2(e)
      [_]

- --------------------------------------------------------------------------------
  6)  Citizenship or Place of Organization

      Alaska

- -------------------------------------------------------------------------------

   Number of        (7)  Sole Voting Power        --
    Shares          -------------------------------------------
 Beneficially       (8)  Shared Voting Power      29,439,416
 Owned by Each      -------------------------------------------
Reporting Person    (9)  Sole Dispositive Power   --
     With           -------------------------------------------
                    (10) Shared Dispositive Power 29,439,416
- --------------------------------------------------------------------------------
  11)  Aggregate Amount Beneficially Owned by Each Reporting Person


       29,439,416

- --------------------------------------------------------------------------------
  12)  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
       Instructions)

       [_]

- --------------------------------------------------------------------------------
  13)  Percent of Class Represented by Amount in Row (11)

       30%

- --------------------------------------------------------------------------------
  14)  Type of Reporting Person (See Instructions)

       OO

- --------------------------------------------------------------------------------
<PAGE>

CUSIP No. 55 2635 10 4
- --------------------------------------------------------------------------------
  1)  Names of Reporting Persons
      I.R.S. Identification Nos. of Above Persons (entities only)

      James M. Fail
- --------------------------------------------------------------------------------
  2)  Check the Appropriate Box if a Member of a Group (See Instructions)

    (a)  [_]
    (b)  [_]

- --------------------------------------------------------------------------------
  3)  SEC Use Only

- --------------------------------------------------------------------------------
  4)  Source of Funds (See Instructions)

      OO

- --------------------------------------------------------------------------------
  5)  Check if Disclosure of Legal Proceedings is Required Pursuant to Items
      2(d) or 2(e)
      [_]

- --------------------------------------------------------------------------------
  6)  Citizenship or Place of Organization

      United States

- -------------------------------------------------------------------------------

   Number of        (7)  Sole Voting Power        --
    Shares          -------------------------------------------
 Beneficially       (8)  Shared Voting Power      29,439,416
 Owned by Each      -------------------------------------------
Reporting Person    (9)  Sole Dispositive Power   --
     With           -------------------------------------------
                    (10) Shared Dispositive Power 29,439,416
- --------------------------------------------------------------------------------
  11)  Aggregate Amount Beneficially Owned by Each Reporting Person


       29,439,416

- --------------------------------------------------------------------------------
  12)  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
       Instructions)

       [_]

- --------------------------------------------------------------------------------
  13)  Percent of Class Represented by Amount in Row (11)

       30%

- --------------------------------------------------------------------------------
  14)  Type of Reporting Person (See Instructions)

       IN

- --------------------------------------------------------------------------------
<PAGE>

CUSIP No. 55 2635 10 4
- --------------------------------------------------------------------------------
  1)  Names of Reporting Persons
      I.R.S. Identification Nos. of Above Persons (entities only)

      Winn Holdings, LLC
      75-2891040
- --------------------------------------------------------------------------------
  2)  Check the Appropriate Box if a Member of a Group (See Instructions)

    (a)  [_]
    (b)  [_]

- --------------------------------------------------------------------------------
  3)  SEC Use Only

- --------------------------------------------------------------------------------
  4)  Source of Funds (See Instructions)

      OO

- --------------------------------------------------------------------------------
  5)  Check if Disclosure of Legal Proceedings is Required Pursuant to Items
      2(d) or 2(e)
      [_]

- --------------------------------------------------------------------------------
  6)  Citizenship or Place of Organization

      Texas

- -------------------------------------------------------------------------------

   Number of        (7)  Sole Voting Power        --
    Shares          -------------------------------------------
 Beneficially       (8)  Shared Voting Power      29,439,416
 Owned by Each      -------------------------------------------
Reporting Person    (9)  Sole Dispositive Power   --
     With           -------------------------------------------
                    (10) Shared Dispositive Power 29,439,416
- --------------------------------------------------------------------------------
  11)  Aggregate Amount Beneficially Owned by Each Reporting Person


       29,439,416

- --------------------------------------------------------------------------------
  12)  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
       Instructions)

       [_]

- --------------------------------------------------------------------------------
  13)  Percent of Class Represented by Amount in Row (11)

       30%

- --------------------------------------------------------------------------------
  14)  Type of Reporting Person (See Instructions)

       HC, OO

- --------------------------------------------------------------------------------
<PAGE>

CUSIP No. 55 2635 10 4
- --------------------------------------------------------------------------------
  1)  Names of Reporting Persons
      I.R.S. Identification Nos. of Above Persons (entities only)

      Kathryn Fail Luttrull

- --------------------------------------------------------------------------------
  2)  Check the Appropriate Box if a Member of a Group (See Instructions)

    (a)  [_]
    (b)  [_]

- --------------------------------------------------------------------------------
  3)  SEC Use Only

- --------------------------------------------------------------------------------
  4)  Source of Funds (See Instructions)

      OO

- --------------------------------------------------------------------------------
  5)  Check if Disclosure of Legal Proceedings is Required Pursuant to Items
      2(d) or 2(e)
      [_]

- --------------------------------------------------------------------------------
  6)  Citizenship or Place of Organization

      United States

- -------------------------------------------------------------------------------

   Number of        (7)  Sole Voting Power        --
    Shares          -------------------------------------------
 Beneficially       (8)  Shared Voting Power      29,439,416
 Owned by Each      -------------------------------------------
Reporting Person    (9)  Sole Dispositive Power   --
     With           -------------------------------------------
                    (10) Shared Dispositive Power 29,439,416
- --------------------------------------------------------------------------------
  11)  Aggregate Amount Beneficially Owned by Each Reporting Person


       29,439,416

- --------------------------------------------------------------------------------
  12)  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
       Instructions)

       [_]

- --------------------------------------------------------------------------------
  13)  Percent of Class Represented by Amount in Row (11)

       30%

- --------------------------------------------------------------------------------
  14)  Type of Reporting Person (See Instructions)

       IN

- --------------------------------------------------------------------------------
<PAGE>

                                  SCHEDULE 13D
Item 1.  Security and Issuer.

   This statement relates to 29,439,416 shares of the common stock, par value
$.001 per share (the "Common Shares"), of MB Software Corporation, a Colorado
corporation (the "Corporation"), which has its principal executive offices
located at 2225 E. Randol Mill Road, Suite 305, Arlington, Texas,  76011.

Item 2.  Identity and Background.

     (a)      This statement is filed by (i) Imagine Investments, Inc., a
Delaware corporation ("Imagine Investments"), (ii) Stone Investments, Inc., a
Delaware corporation ("Stone Investments"), (iii) Stone Capital, Inc., a
Delaware corporation ("Stone Capital"), (iv) Stone Holdings, Inc., a Delaware
corporation ("Stone Holdings"), (v) P.S.F. Holdings Limited Partnership, a Texas
limited partnership ("P.S.F."), (vi) the Marital Trust established pursuant to
the provisions of Section 3 of Article B of the agreement establishing the James
M. Fail Living Trust (the "Marital Trust"), (vii) James M. Fail Living Trust
(the "Living Trust"), (viii) James M. Fail, (ix) Winn Holdings, LLC, a Texas
limited liability company ("Winn Holdings"), and (x) Kathryn Fail Luttrull
(collectively, the "Reporting Persons").

              Imagine Investments is a wholly-owned subsidiary of Stone
Investments. Stone Investments is a wholly-owned subsidiary of Stone Capital.
Stone Capital is a wholly-owned subsidiary of Stone Holdings. Each of the
Marital Trust, Living Trust and P.S.F. owns approximately 50%, 20% and 30%,
respectively, of the common stock of Stone Holdings. Additionally, the Marital
Trust and the Living Trust own, in the aggregate, approximately 22.6% of the
preferred stock of Stone Holdings. Mr. Fail is a trustee of each of the Marital
Trust and the Living Trust and has sole voting and dispositive power with
respect to each of such trusts. Winn Holdings has a 1% general partnership
interest in and is the general partner of P.S.F. Kathryn Fail Luttrull is the
sole member and manager of Winn Holdings.

     (b)      The business address of each of the Reporting Persons is c/o Stone
Investments, Inc., 8150 North Central Expressway, Suite 1901, Dallas, Texas
75206.

     (c)      The principal business of Imagine Investments, Stone Investments,
Stone Capital, Stone Holdings, P.S.F, and Winn Holdings is investments,
including investing in securities of other entities. The principal business of
each of the Marital Trust and Living Trust is to implement and effectuate the
investment activities of Mr. Fail and his family, including investing in
securities of other entities. The present principal occupation of James M. Fail
is Chairman of the Board and Chief Executive Officer of Stone Holdings and
serving in other principal positions in certain other of the Reporting Persons
as more fully described on Schedule 1 attached hereto and incorporated herein by
reference. The present principal occupation of Kathryn Fail Luttrull is manager
and sole member of Winn Holdings and serving in other principal positions in
certain other of the Reporting Persons as more fully described on Schedule 1
attached hereto and incorporated herein by reference.

     (d)      During the last five years, none of the Reporting Persons or the
Covered Persons (as hereinafter defined) has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).

     (e)      During the last five years, none of the Reporting Persons or the
Covered Persons has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, Federal or
State securities laws or finding any violation with respect to such laws.

     (f)      The place of organization for each of Imagine Investments, Stone
Investments, Stone Capital, and Stone Holdings is Delaware. The place of
organization of each of P.S.F. and Winn Holdings is Texas.  The place of
organization of each of the Marital Trust and the Living Trust is Alaska.  The
place of citizenship of James M. Fail and Kathryn Fail Luttrull is the United
States of America. Unless otherwise indicated on Schedule I annexed hereto and
incorporated herein by reference, the place of citizenship of each of the
Covered Persons is the United States of America.
<PAGE>

         For additional information required by Instruction C to Schedule 13D
with respect to the general partners, controlling persons, executive officers
and directors of the foregoing Reporting Persons, to the extent applicable
(collectively, "Covered Persons"), please see Schedule I annexed hereto and
incorporated herein by reference.

Item 3.  Source and Amount of Funds or Other Consideration.

         Pursuant to the provisions of that certain promissory note executed by
the Corporation in favor of Imagine Investments dated April 1, 1998 (the
"Note"), the Corporation issued, on November 12, 1998, 200,000 shares of its
Series A Senior Cumulative Convertible Participating Preferred Stock (the
"Series A Preferred Stock") in exchange for Imagine Investments transferring all
of its membership interests (the "Membership Interests") in Healthcare
Innovations, LLC, an Arkansas limited liability company, to MB Holding
Corporation, a wholly-owned subsidiary of the Corporation. Additionally, the
Corporation concurrently issued 140,000 shares of its Series A Preferred Stock
to Imagine Investments as payment of principal of the Note. The working capital
of Imagine Investments and its parent, Stone Investments, was used in making the
initial purchase of the Membership Interests.

Item 4.  Purpose of Transaction.

         The Reporting Persons currently hold the Series A Preferred Stock
convertible into the Common Shares reported on hereunder for investment
purposes.  None of the Reporting Persons or the Covered Persons currently has
any plans or proposals that relate or would result in any of the actions set
forth in parts (a) through (j) of Item 4.

Item 5.  Interest in Securities of the Issuer.

         (a)  Imagine Investments is the record owner of 340,000 shares of the
Series A Preferred Stock of the Corporation, which shares are convertible into
30% of the Common Stock of the Corporation issued and outstanding at the time of
the conversion (approximately 29,439,416 shares of Common Stock as of the date
of event requiring the filing of this Schedule 13D), subject to certain
adjustments, upon the occurrence of a "Triggering Event" as described in the
Certificate of Designations designating the Series A Preferred Stock as filed
with the Colorado Secretary of State. A Triggering Event as described in such
document is, among other things, any one of the following: (i) the sale of all
of substantially all of the assets of the Corporation, (ii) a change in control
of the Corporation, (iii) the voluntary of involuntary dissolution of the
Corporation, or (iv) October 1, 2000. As a result of the relationships described
above, each of the Reporting Persons may be deemed to be the beneficial owner of
all of the shares of Series A Preferred Stock convertible into the Common Shares
owned of record by Imagine Investments.

         (b)  As a result of the relationships described above, each of the
Reporting Persons shares or may be deemed to share the power to vote and dispose
of all of the shares of Series A Preferred Stock convertible into the Common
Shares held of record by Imagine Investments.

         (c)  None

         (d)  None

         (e)  Not applicable

Item 6.  Contracts, Arrangements, Understanding or Relationships With Respect to
Securities of the Issuer.

         Pursuant to a Registration Rights Agreement dated November 12, 1998,
with the Corporation, Imagine Investments has piggyback and demand registration
rights in connection with its holdings. Pursuant to a Letter Agreement dated
November 12, 1998, between Imagine Investments and Scott Haire, a holder of
shares of Common Stock of the Corporation, Mr. Haire provided certain tag-along
rights to Imagine Investments should he sell his stock in the Corporation.
<PAGE>

Item 7.  Material to be Filed as Exhibits:

         1.  Letter Agreement dated November 12, 1998, between the Corporation
             and Imagine Investments.
         2.  Registration Rights Agreement dated November 12, 1998, between the
             Corporation and Imagine Investments.
         3.  Letter Agreement dated November 12, 1998, between Scott Haire and
             Imagine Investments.
         4.  Promissory Note dated April 1, 1998, executed by the Corporation in
             favor of Imagine Investments.
         5.   Renewal, Extension and Revision Agreement dated December 1, 2000,
              between Imagine Investments and the Corporation.
<PAGE>

                                   SIGNATURE

  After reasonable inquiry, and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

                                    IMAGINE INVESTMENTS, INC.
                                    a Delaware corporation

                                        /s/ Harry T. Carneal
                                    By:______________________________
                                            Harry T. Carneal
                                    Name:____________________________
                                            Executive Vice President
                                    Title:_____________________________


                                    STONE INVESTMENTS, INC.
                                    a Delaware corporation

                                        /s/ Harry T. Carneal
                                    By:______________________________
                                            Harry T. Carneal
                                    Name:____________________________
                                            Executive Vice President
                                    Title:_____________________________

                                    STONE CAPITAL, INC.
                                    a Delaware corporation

                                        /s/ Harry T. Carneal
                                    By:______________________________
                                            Harry T. Carneal
                                    Name:____________________________
                                            Executive Vice President
                                    Title:_____________________________

                                    STONE HOLDINGS, INC.
                                    a Delaware corporation

                                        /s/ Harry T. Carneal
                                    By:______________________________
                                            Harry T. Carneal
                                    Name:____________________________
                                            Executive Vice President
                                    Title:_____________________________

                                    P.S.F. HOLDINGS LIMITED PARTNERSHIP
                                    a Texas limited partnership

                                    By:  Winn Holdings, LLC
                                         a Texas limited liability company

                                        /s/ Kathryn Fail Luttrull
                                    By:______________________________
                                            Kathryn Fail Luttrull
                                    Its:    Sole Member

                                    THE MARITAL TRUST

                                        /s/ James M. Fail
                                    By:______________________________
                                            James M. Fail
                                    Its:    Trustee
<PAGE>

                                    THE JAMES M. FAIL LIVING TRUST

                                        /s/ James M. Fail
                                    By:______________________________
                                          James M. Fail
                                    Its:  Trustee

                                        /s/ James M. Fail
                                    _________________________________
                                    James M. Fail

                                    WINN HOLDINGS, LLC
                                    a Texas limited liability company


                                        /s/ Kathryn Fail Luttrull
                                    By:______________________________
                                          Kathryn Fail Luttrull
                                    Its:  Sole Member


                                    Kathryn Fail Luttrull
                                    _________________________________
                                    Kathryn Fail Luttrull
<PAGE>

                                   SCHEDULE I

IMAGINE INVESTMENTS, INC.

     The following is a list of all executive officers and directors of Imagine
Investments, Inc., the present principal occupation of each of which (unless
otherwise indicated) is serving in the capacities hereinafter set forth and in
other capacities set forth on this Schedule 1, as applicable. Unless otherwise
indicated, each officer's and director's business address is c/o Stone
Investments, Inc., 8150 North Central Expressway, Suite 1901, Dallas, Texas
75206.  Unless otherwise indicated, the name, principal business and address of
any corporation or other organization in which such present principal occupation
or employment of the following persons is conducted is c/o Stone Investments,
Inc., 8150 North Central Expressway, Suite 1901, Dallas, Texas 75206.

     Robert T. Shaw               President and Director
     Harry T. Carneal             Executive Vice President and Director
     R. Brad Oates(1)             Director
     Gary M. Goltz                Vice President and Secretary
     Charles Greiner(2)           Vice President
     Patricia W. Gliessner        Vice President and Assistant Secretary
     B. Kent Hill                 Vice President and Treasurer
     Gordon Lewaren               Assistant Treasurer
     Dianne Richardson            Assistant Secretary


STONE INVESTMENTS, INC.

     The following is a list of all executive officers and directors of Stone
Investments, Inc., the present principal occupation of each of which (unless
otherwise indicated) is serving in the capacities hereinafter set forth and in
other capacities set forth on this Schedule 1, as applicable. Unless otherwise
indicated, each officer's and director's business address is c/o Stone
Investments, Inc., 8150 North Central Expressway, Suite 1901, Dallas, Texas
75206.  Unless otherwise indicated, the name, principal business and address of
any corporation or other organization in which such present principal occupation
or employment of the following persons is conducted is c/o Stone Investments,
Inc., 8150 North Central Expressway, Suite 1901, Dallas, Texas 75206.

<TABLE>
<S>                               <C>
    James M. Fail                 Chairman of the Board, Chief Executive Officer and Director
    Harry T. Carneal              President, Treasurer and Director
    R. Bryce Fowler               Director
    Joseph M. Sumanck             Director
    R. Brad Oates(1)              Executive Vice President and Director
    Jay Bryan                     Vice President
    B. Kent Hill                  Vice President
    Patricia L. Robinson          Vice President
    Kevin Robertson               Vice President
    Michael Shannon               Vice President
    Gary E. Clayton(3)            Vice President
    Ross Mandel                   Vice President
    Kevin Fox (4)                 Vice President
    Gary M. Goltz                 Vice President, General Counsel and Secretary
    Gordon Lewaren                Assistant Treasurer
    Mark S. Powell                Assistant Secretary
    Kathryn Fail Luttrull         Assistant Secretary
</TABLE>
STONE CAPITAL, INC.

     The following is a list of all executive officers and directors of Stone
Capital, the present principal occupation of each of which (unless otherwise
indicated) is serving in the capacities hereinafter set forth and in other
capacities set forth on this Schedule 1, as applicable. Unless otherwise
indicated, each officer's and director's business address is c/o
<PAGE>

Stone Investments, Inc., 8150 North Central Expressway, Suite 1901, Dallas,
Texas 75206. Unless otherwise indicated, the name, principal business and
address of any corporation or other organization in which such present principal
occupation or employment of the following persons is conducted is c/o Stone
Investments, Inc., an investment company, 8150 North Central Expressway, Suite
1901, Dallas, Texas 75206.

<TABLE>
<S>                               <C>
     James M. Fail                Chairman of the Board and Director
     Harry T. Carneal             Chief Executive Officer,  President, Treasurer, Secretary and Director
     Gary M. Goltz                Vice President, General Counsel and Assistant Secretary
     Victoria L. Garrett(5)       Assistant Vice President, Assistant Secretary and Assistant Treasurer
     Gordon Lewaren               Assistant Treasurer
     Kathryn Fail Luttrull        Director
</TABLE>

STONE HOLDINGS, INC.

     The following is a list of all executive officers and directors of Stone
Holdings, the present principal occupation of each of which (unless otherwise
indicated) is serving in the capacities hereinafter set forth and in other
capacities set forth on this Schedule 1, as applicable. Unless otherwise
indicated, each officer's and director's business address is c/o Stone
Investments, Inc., 8150 North Central Expressway, Suite 1901, Dallas, Texas
75206.  Unless otherwise indicated, the name, principal business and address of
any corporation or other organization in which such present principal occupation
or employment of the following persons is conducted is c/o Stone Investments,
Inc., an investment company, 8150 North Central Expressway, Suite 1901, Dallas,
Texas 75206.
<TABLE>
<S>                               <C>
     James M. Fail                Chairman of the Board, Chief Executive Officer and Director
     Harry T. Carneal             President, Treasurer, Secretary and Director
     R. Brad Oates(1)             Executive Vice President
     Jay Bryan                    Vice President
     Gary M. Goltz                Executive Vice President, General Counsel and Assistant Secretary
     Kathryn Fail Luttrull        Vice President
     Gordon Lewaren               Assistant Treasurer
     Mark S. Powell               Assistant Secretary
     Tom Dwyer                    Vice President of Strategy and Special Counsel
</TABLE>
P.S.F. HOLDINGS LIMITED PARTNERSHIP

     The General Partner of P.S.F. Holdings Limited Partnership is Winn
Holdings, LLC, a Texas limited liability company.  For information pertaining to
Winn Holdings, LLC, please see the cover pages and Items 2-6 contained in this
Schedule 13D of which this Schedule 1 is a part.

THE MARITAL TRUST

     James M. Fail is a trustee of the Marital Trust. For information pertaining
to Mr. Fail, please see the cover pages and Items 2-6 contained in this Schedule
13D of which this Schedule 1 is a part.

THE JAMES M. FAIL LIVING TRUST

     James M. Fail is a trustee of the James M. Fail Living Trust. For
information pertaining to Mr. Fail, please see the cover pages and Items 2-6
contained in this Schedule 13D of which this Schedule 1 is a part.

WINN HOLDINGS, LLC

     Kathryn Fail Luttrull is the sole member and manager of Winn Holdings, LLC.
For information pertaining to Ms. Luttrull, please see the cover pages and Items
2-6 contained in this Schedule 13D of which this Schedule 1 is a part.

(1)  Mr. Oates' present principal occupation/employer is Senior Strategic
Advisor of Lexis-Nexis Risk Solutions Group, the address of which is 9443
Springboro Pike, Miamisburg, Ohio 45342.
<PAGE>

(2)  Mr. Greiner's present principal employer is Azair, Inc., the address of
which is 4540 Glenn Curtiss Drive, Dallas, Texas  75248.

(3)  Gary Clayton's present principal occupation is Chief Executive Officer of
Privacy Council, Inc., the address of which is 1300 Arapaho, Richardson, Texas
75081

(4)  Kevin Fox's present principal occupation is Chief Operating Officer of
Riskwise, LLC, the address of which is 1010 St. Germaine, Suite 300, St. Cloud,
Minnesota 56301.

(5)  Ms. Garrett's present principal employer is Delaware Trust Capital
Management Company, the address of which is 300 Delaware Avenue, 9th Floor,
Wilmington, DE 19801.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1
<SEQUENCE>2
<FILENAME>dex1.txt
<DESCRIPTION>LETTER AGREEMENT
<TEXT>

<PAGE>

                                                                       EXHIBIT 1

                           MB Software Corporation
                      2225 E. Randol Mill Road, Suite 305
                            Arlington, Texas 76011



                               November 12, 1998


Imagine Investments, Inc.
8150 N. Central Expressway, Suite 1901
Dallas, Texas 75206

     Re:  Healthcare Innovations, LLC, an Arkansas limited liability company
          ("HI")

Ladies and Gentlemen:

     This letter will evidence our agreement, as contemplated by that certain
promissory note executed by MB Software Corporation, a Colorado corporation
("MB"), as maker, in favor of Imagine Investments, Inc., a Delaware corporation
("Imagine") and dated as of April 1, 1998 (the "Note"), whereby MB will issue
200,000 shares of its Series A Senior Cumulative Convertible Participating
Preferred Stock in the form agreed by Imagine (the "Series A Preferred Stock")
in exchange for Imagine transferring all of its membership interests in HI,
consisting of 49,000 Class A Units and 151,000 Class B Units (as such terms are
defined in the Operating Agreement of HI dated as of August 1, 1997 (the
"Operating Agreement")) to MB Holding Corporation, a wholly owned subsidiary of
MB ("Holding"). In addition, MB will concurrently issue 140,000 shares of
Series A Preferred Stock to Imagine as payment of principal pursuant to
paragraph 1(b) of the Note. The Series A Preferred Stock to be issued to Imagine
shall be duly authorized, validly issued, fully paid, and nonassessable. The
membership interests in HI shall be transferred to Holding free and clear of all
liens and other encumbrances other than those set forth in the Operating
Agreement or arising under securities laws.

     In addition, the parties agree that the maturity date of the Note shall be
extended from October 1, 1998 until the earlier of (a) the date of MB's annual
meeting of shareholders, as listed in its definitive information statement filed
with respect to the meeting with the Securities and Exchange Commission, or (b)
November 30, 1998.

     Holding hereby consents to the transfer of the Class A Units and the Class
B Units being conveyed herein and elects that it will become a Substitute Member
(as such term is defined in the Operating Agreement) upon the transfer.

     Each of MB and Holding, on the one side, and Imagine, on the other,
represents to the other that it is acquiring the securities to be conveyed to it
hereunder solely for its own account, for investment purposes only, and such
securities are not being acquired with a view to, or for resale in




<PAGE>

Imagine Investments, Inc.
November 12, 1998
Page 2



connections with, any distribution, subdivision or fractionalization thereof,
and that such person has no present plans to enter into any contract,
undertaking, agreement or arrangement with respect to any such resale.

     Each of MB, Holdings and HI hereby release Imagine from any and all
obligations that it may have as a result of being a member of HI, and each of
MB, Holdings and HI hereby agree to indemnify Imagine for any liability that
Imagine may have to third parties (other than liability for income taxes on
Imagine's share of HI's income) resulting from Imagine's status as a member of
HI.

     By execution of this letter, the undersigned parties hereby signify their
agreement with the terms set forth above.


                                                MB SOFTWARE CORPORATION

                                                By:  /s/ SCOTT A. HAIRE
                                                   -----------------------------
                                                Its:  President
                                                    ----------------------------


                                                MB HOLDING CORPORATION

                                                By:  /s/ SCOTT A. HAIRE
                                                   -----------------------------
                                                Its:  President
                                                    ----------------------------

                                                HEALTHCARE INNOVATIONS, LLC


                                                By:  /s/ SCOTT A. HAIRE
                                                   -----------------------------
                                                Its:  President
                                                    ----------------------------
<PAGE>

Imagine Investments, Inc.
November 12, 1998
Page 3



Agreed and accepted effective as of
the 12th day of November, 1998

IMAGINE INVESTMENTS, INC.


By:  /s/ HARRY T. CARNEAL
   ---------------------------------
Its:  Authorized Agent
    --------------------------------


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2
<SEQUENCE>3
<FILENAME>dex2.txt
<DESCRIPTION>REGISTRATION RIGHTS AGREEMENT
<TEXT>

<PAGE>

                                                                       EXHIBIT 2

                         REGISTRATION RIGHTS AGREEMENT

                                                               November 12, 1998

Imagine Investments, Inc.
P.O. Box 729081-229
Dallas, Texas 75372

                          Re: MB Software Corporation

Ladies and Gentlemen:

     The undersigned, MB Software Corporation, a Colorado corporation (the
"Company"), hereby grants to Imagine Investments, Inc., a Delaware corporation
(the "Investor"), registration rights with respect to securities of the Company
(or any successor) that the Investor may acquire upon conversion of Series A
Senior Cumulative Convertible Participating Preferred Stock owned by the
Investor and any other securities of the Company (or any successor) into which
such acquired securities may be converted or for which they may be exchanged or
that may be issued in respect thereof (the "Investor Shares").

     This will confirm the agreement among the Company and the Investor as
follows:

     1.   Registration.
          ------------

          1.1    Piggyback Rights.
                 ----------------

          (a)    If the Company proposes to register or qualify any of its
securities under the Securities Act of 1933, as amended (the "Securities Act")
or any other applicable federal or state law or regulation of governmental
authority (other than with respect to offerings to employees or in connection
with a reorganization or acquisition), it will at such time give written notice
to the Investor of the Company's intention to do so and, upon the written
request of the Investor given within 20 days after receipt of any such notice
(which request shall specify the number and type of Investor Shares intended to
be sold or disposed of and describe the nature of any proposed sale or other
disposition thereof), the Company will use its best efforts to cause such
Investor Shares so specified to be simultaneously registered or qualified under
such laws or regulations, to the extent requisite to permit the sale or other
disposition thereof (in accordance with the method described by the Investor
provided such method is in accordance with law). Following the filing of a
registration statement under this Section 1.1, the Company may withdraw such
registration statement at any time

<PAGE>

prior to the effective date thereof if the Company deems such withdrawal in the
best interests of the Company.  The Company will keep effective and maintain any
registration or qualification specified in this subsection (a) for such period
(not exceeding nine months) as may be reasonably necessary to effect such sale
or other disposition by the Investor.

          (b)    If the registration of which the Company gives notice is for a
registered public offering involving an underwriting, the Company shall so
advise the Investor as a part of the written notice given pursuant to this
Section 1.1. In such event, the right of the Investor to register its Investor
Shares pursuant to this Section 1.1 shall be conditioned upon Investor's
participation in such underwriting and the inclusion of such Investor Shares in
the underwriting to the extent provided herein. The Investor shall enter into an
underwriting agreement in customary form with the underwriter or underwriters
selected for the underwriting by the Company. Notwithstanding any other
provision of this Section 1.1, if the underwriter determines that marketing
factors require a limitation on the number of Investor Shares and any other
shares to be sold by others holding similar registration rights to be
underwritten, the underwriter may (subject to the allocation priority set forth
below) limit the number of Investor Shares and any other shares to be sold by
others holding similar registration rights to be included in the registration
and underwriting. The Company shall so advise the Investor and the number of
shares of securities that are entitled to be included in the registration and
underwriting shall be allocated in the following manner. The securities of the
Company held by officers and directors of the Company shall be excluded from
such registration and underwriting to the extent required by such limitation,
and, if a limitation on the number of Investor Shares is still required, the
number of Investor Shares that may be included in the registration and
underwriting shall be reduced in proportion, as nearly as practicable, to the
respective amounts of Investor Shares and other shares of common stock that
others holding similar registration rights had requested to be included in such
registration at the time of filing the registration statement. If the Investor
disapproves of the terms of any such underwriting, it may elect to withdraw
therefrom by written notice to the Company and the underwriter. Any Investor
Shares or other securities excluded or withdrawn from such underwriting shall be
withdrawn from such registration.

          1.2    Demand Rights.
                 -------------

          (a)    Upon a written request from the Investor the Company will, as
soon as practicable, use its best efforts to effect all required registrations
or qualifications of its common stock under the Securities Act or any other
applicable federal or state law or regulation of governmental authority as may
be required in order to permit the Investor to sell or otherwise dispose of all
or any part of its Investor Shares in the manner and in the jurisdictions
described in such request or requests. The Company shall be required to effect
one demand registration pursuant to this Section 1.2.

          (b)    The Company will keep effective and maintain such registration
or other qualification for such period (not exceeding nine months) as may be
reasonably necessary to effect such sale or other disposition.

          (c)    If the Investor intends to distribute the Investor Shares
covered by its request by means of an underwriting, it shall so advise the
Company as a part of its request made pursuant to this Section 1.2.

<PAGE>

          (d)    If officers or directors of the Company holding other
securities of the Company or any third party holding registration rights with
respect to the Company's common stock shall request inclusion of such securities
in any registration pursuant to this Section 1.2, the Investor shall offer to
include the securities of such officers and directors in the underwriting and
may condition such offer on their acceptance of the further applicable
provisions of this Section 1.2.  The Company shall (together with the Investor,
and officers, directors and stockholders proposing to distribute their
securities through such underwriting) enter into an underwriting agreement in
customary form with the representative of the underwriter or underwriters
selected for such underwriting by the Investor and reasonably acceptable to the
Company.  Notwithstanding any other provision of this Section 1.2, if the
representative advises the Investor in writing that marketing factors require a
limitation on the number of shares to be underwritten, the securities of the
Company held by officers or directors and other stockholders of the Company
shall be excluded from such registration to the extent so required by such
limitation.  No shares of common stock or any other securities excluded from the
underwriting by reason of the underwriter's marketing limitation shall be
included in such registration.  If any officer, director or shareholder who has
requested inclusion in such registration as provided above disapproves of the
terms of the underwriting, such person may elect to withdraw therefrom by
written notice to the Company, the underwriter and the Investor.  The securities
so withdrawn shall also be withdrawn from registration.  If the underwriter has
not limited the number of shares of common stock or other securities to be
underwritten, the Company may include its securities for its own account in such
registration if the underwriter so agrees and if the number of shares of common
stock and other securities that would otherwise have been included in such
registration and underwriting will not thereby be limited.

          1.3    Expenses. All "Registration Expenses" (as hereafter defined)
                 --------
incurred in connection with any registration, qualification or compliance
pursuant to Section 1.1 and in connection with each registration pursuant to
Section 1.2 shall be borne by the Company, and all "Selling Expenses" (as
hereafter defined) shall be borne by the Investor. For purposes of this Section
1.3, "Registration Expenses" shall mean all expenses incurred by the Company in
compliance with Sections 1.1 and 1.2 hereof, including, without limitation, all
registration and filing fees required by the SEC, state securities agencies,
NASD, stock exchanges and others, printing expenses, fees and disbursements of
counsel to the Company, blue sky fees and expenses, reasonable fees and
disbursements of one counsel for the Investor and the expense of any special
audits incident to or required by any such registration and fees and expenses of
the underwriter customarily required to be paid by issuers of securities.
"Selling Expenses" shall mean all underwriting discounts and selling commissions
applicable to the sale of the securities of the Investor and all fees and
disbursements of counsel for the Investor, except fees and disbursements of
counsel included under "Registration Expenses."

          1.4    Special Circumstances.  In the event registration or
                 ---------------------
qualification of any shares of common stock is requested pursuant to Section 1.2
hereof and (i) the Company is engaged in good faith negotiations and/or has
entered into an agreement with respect to an acquisition of a material nature by
or of the Company, and (ii) in the reasonable judgment of both the Company and
its counsel, such registration or qualification of any shares of Investor Shares
would be inappropriate at such time, then the Company may delay registration or
qualification of any Investor Shares pursuant to Section 1.2 under the earliest
of the following: (xx) the termination of good faith negotiations with respect
to any acquisition of a material nature by or of the Company, (yy) the

<PAGE>

consummation or abandonment of any agreement with respect to an acquisition of a
material nature by or of the Company; or (zz) nine months from the date that
registration or qualification of any Investor Shares is requested pursuant to
Section 1.2; provided, however, that the obligation to register or qualify any
Investor Shares pursuant to Section 1.2 shall be an obligation of any person or
entity that merges or consolidates with or acquires the Company or otherwise
becomes a successor to the Company.

          In the event the request pursuant to Section 1.2 has been made and the
Company fails, for any reason whatsoever (except for delays caused by the
Investor or the underwriters and except as otherwise provided in this Section
1.4), to make the initial filings necessary to effect registration or
qualification of the Investor Shares under the Securities Act or any other
applicable federal or state law within 90 days of the date that the request has
been made, then the Company shall be deemed to be in breach of Section 1.2.

          1.5    Prospectus and other Copies.  Whenever the Company is required
                 ---------------------------
by the provisions of Section 1.1 or 1.2 to use its best efforts to effect a
registration or qualification of any Investor Shares, the Company will furnish
to each holder whose Investor Shares are the subject of such registration or
qualification such number of copies of any prospectus (including any preliminary
or summary prospectus) or other like document as such holder may reasonably
request in order to effect the sale of the securities to be sold by such holder.
The Company will also deliver to the Investor and its underwriter, if any, at
least one signed copy of each registration statement filed pursuant to Section
1.1 or 1.2 in which any Investor Shares are included and of each amendment and
post-effective amendment thereto.

          1.6    Opinion of Counsel.  At the time any registration statement
                 ------------------
filed in accordance with the provisions of Section 1.1 or 1.2 above becomes
effective, and at the effective date of any post-effective amendment thereto,
the Company will, at its own expense, furnish to the Investor an opinion of the
Company's counsel to the effect that:

          (a)    The registration statement and the prospectus contained
therein, and each amendment or supplement thereto, as of their respective
effective of issue dates, comply as to form in all material respects with the
requirements of the Securities Act and the rules and regulations promulgated
thereunder; and

          (b)    To the knowledge of such counsel (after due inquiry), neither
the registration statement nor the prospectus contained therein, or any
amendment or supplement thereto, as of their respective effective or issue
dates, contains any untrue statement of any material fact or omits to state any
material fact necessary to make the statements therein not misleading (except
that no opinion need be expressed with respect to any financial statements,
notes thereto or other financial data or other expert material contained
therein).

          If for any reason the Company's counsel is unable to give such
opinion, the Company shall so notify the Investor and shall use its best efforts
to remove expeditiously all impediments to the rendering of such opinion.

<PAGE>

          1.7    Notifications.  The Company shall promptly notify the Investor
                 -------------
of the occurrence of any event as a result of which any prospectus included in
such registration statement includes any misstatement of a material fact or
omits to state any material fact required to be stated therein or necessary to
make the statements therein not misleading in light of the circumstances then
existing.  Thereupon, the Company shall promptly prepare and file with the
Securities and Exchange Commission such amendments and supplements to such
registration statement and the prospectus used in connection therewith so as to
correct such misstatement of a material fact or to include such omitted fact so
as to keep such registration statement effective.

          1.8.   Information to be Furnished.  The Company's obligations under
                 ---------------------------
Sections 1.1 and 1.2 with respect to the Investor are expressly conditioned upon
the Investor furnishing to the Company in writing such information concerning
the Investor and the terms of the Investor's proposed offering as the Company
shall reasonably request for inclusion in the registration statement.  The
Company agrees to include in any registration or qualification effected under
Section 1.1 or 1.2 such information relating to the sale of Investor Shares
covered by such registration or qualification as the Investor and/or its
underwriter, if any, request be included therein.  In addition, in connection
with any such registration statement, the Company and the Investor agree, if
requested by the other or by the representative of the underwriters, to enter
into an agreement or agreements containing such terms and conditions as are
customary in the securities industry for such agreements among underwriters,
companies of comparable size, and selling shareholders with respect to offerings
of a comparable size and nature.

          1.9    Listing.  Upon the request of the Investor, the Company will
                 -------
cause all Investor Shares that are registered or qualified pursuant to Section
1.1 or 1.2 to be listed on each securities exchange on which securities of the
same class are then listed.

          1.10   Cooperation.  The Company agrees to cooperate with the Investor
                 -----------
and its underwriter, if any, in their efforts to register, qualify, and sell
Investor Shares as contemplated by this Agreement.  The Company shall take such
further actions and execute such further agreements as may be reasonably
requested by the Investor and/or its underwriter, if any, that are necessary or
desirable to effect the purposes of this Agreement.

          1.11   Representations and Covenants.  The Company hereby represents
                 -----------------------------
to the Investor that it has not granted any registration rights with respect to
any of its securities to any person as of the date of this Agreement and hereby
covenants that it will not grant any registration rights to any person that are
more favorable than the rights granted herein.

     2.   Notices.  All notices, requests, demands, payments and other
          -------
communications under this Agreement shall be in writing and shall be duly given
if delivered personally to the person to whom it is authorized to be given, or
it is sent by mail, telegraph, overnight courier service, or transmission by
telecopy or similar service at such person's address set forth below, or at such
other address as such person may from time to time specify by written notice
pursuant to this Section 2. Any such notice shall be deemed to be given as of
the date so delivered, if delivered personally, or upon confirmation of the
telecopy, or as of the date the same was deposited in the United States mail, or
delivered to an overnight courier service, in each case with all applicable
charges prepaid, addressed as set forth below.


<PAGE>

          If to the Company:  MB Software Corporation
                              2226 E. Randol Mill Road, Suite 305
                              Arlington, TX 76011

          If to Investor:     at the address of the Investor set forth at the
                              beginning of this Agreement, attention: Gary
                              Goltz.

          with a copy to:     Sally A. Schreiber
                              Munsch Hardt Kopf Harr & Dinan, P.C.
                              1445 Ross Avenue
                              4000 Fountain Place
                              Dallas, Texas 75202

     3.   Miscellaneous.
          -------------

          3.1    Binding; Inurement.  This Agreement shall be binding upon and
                 ------------------
shall inure to the benefit of the Company, its successors and assigns, and to
the Investor and its successors and assigns.

          3.2    Entire Agreement.  This Agreement, along with the Investor
                 ----------------
Shares, constitutes the entire agreement between the Company and the Investor
relating to the subject matter hereof; there are no terms other than those
contained herein and therein and this Agreement may not be modified or amended
except in a writing signed by the parties hereto.

          3.3    Governing Law. This Agreement shall be governed by and
                 -------------
construed in accordance with the laws of the State of Texas, without giving
effect to principles of conflicts of law.

          3.4    Counterparts.  This Agreement may be executed in counterparts
                 ------------
and by each party hereto on separate counterparts, each of which shall be deemed
an original, but which together shall constitute one and the same agreement.

          3.5    Specific Performance.  The Company hereby agrees and
                 --------------------
acknowledges that the remedy at law for any breach by it of the provisions of
this Agreement will be inadequate and that the Investor shall be entitled to
equitable remedies, including specific performance and injunctive relief,
therefor.

          3.6    Attorneys' Fees.  If any action is brought to enforce or
                 ---------------
interpret the terms of this Agreement (including through arbitration), the
prevailing party shall be entitled to reasonable legal fees, costs, and
necessary disbursements in addition to any other relief to which such party may
be entitled.

<PAGE>

          If the foregoing correctly sets forth your understanding of our
agreement, please sign the enclosed copy of this letter in the place indicated
and return it to us.

                                             Very truly yours,

                                             MB SOFTWARE CORPORATION



                                             By:  /s/  SCOTT A. HAIRE
                                                  ------------------------------

                                             Its: President
                                                  ------------------------------



CONFIRMED AND AGREED:

IMAGINE INVESTMENTS, INC.



By:  /s/ Harry T. Carneal
     ------------------------------

Its:  Authorized Agent
      ------------------------------
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>4
<FILENAME>dex3.txt
<DESCRIPTION>LETTER AGREEMENT DATED 11/12/98
<TEXT>

<PAGE>

                                                                       EXHIBIT 3


                                Scott A. Haire
                      2225 E. Randol Mill Road, Suite 305
                            Arlington, Texas 76011



                               November 12, 1998


Imagine Investments, Inc.
P.O. Box 729081-229
Dallas, Texas 75372


Ladies and Gentlemen:

     As partial consideration for your agreeing to enter into certain
transactions with MB Software Corporation, a Colorado corporation of which I am
a shareholder, director and officer (the "Company"), I hereby agree with you
that, for so long as you own either shares of Series A Preferred Stock (as
defined below) or shares of the Company's Common Stock, par value $0.001 per
share, in the event I propose to sell, in a single transaction or series of
transactions, in excess of 100,000 shares of the Company's Common Stock (or any
other securities of the Company (or another entity) into which the Common Stock
is changed, reclassified, split, combined or converted or for which it is
exchanged by amendment to the Company's Articles of Incorporation or by
consolidation, merger or otherwise, and any securities paid as a dividend
thereon, with appropriate adjustment to be made to such number and/or type of
securities giving rise to the right set forth in this Agreement to give effect
to each such change, reclassification, split, combination, conversion, exchange
or dividend) owned by me, I will, not less than 30 days prior to the date of
such sale, give you written notice of the material terms of the proposed sale.
Thereafter, you will have the right to include any or all shares of the
Company's capital stock owned by you, regardless of whether such shares are
shares of Common Stock or shares of Series A Senior Cumulative Convertible
Participating Preferred Stock (the "Series A Preferred Stock"), in the sale to
the third party on the same terms as the proposed sale; provided, however,
that the number of shares sold by you does not exceed your pro rata share (based
on our relative share ownership) of the Common Stock being sold in such
transaction. Such right must be exercised within ten days following receipt of
written notice of the proposed sale. Notice will be given by hand delivery to
the address set forth above, unless you specify another address for notice in
writing. For purposes of this Agreement, each share of Series A Preferred Stock
will be deemed to be the equivalent of the number of shares of Common Stock into
which it is convertible.







<PAGE>

Imagine Investments, Inc.
November 12, 1998
Page 2



     This Agreement is binding upon me and my heirs and representatives and
enforceable by you and your successors and assigns.


                                        Very truly yours,


                                        /s/ SCOTT A. HAIRE
                                        Scott A. Haire


Agreed and Accepted as of
the date set forth above

Imagine Investments, Inc.

By:  /s/ HARRY T. CARNEAL
   -----------------------
Its:  Authorized Agent
    ----------------------
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>5
<FILENAME>dex4.txt
<DESCRIPTION>PROMISSORY NOTE
<TEXT>

<PAGE>

                                                                       EXHIBIT 4


                                PROMISSORY NOTE

$1,400,000.00                                                      April 1, 1998


     FOR VALUE RECEIVED, the undersigned, MB SOFTWARE CORPORATION, a Colorado
corporation, ("Maker"), promises to pay to IMAGINE INVESTMENTS, INC., a Delaware
corporation ("Payee"), the principal sum of ONE MILLION FOUR HUNDRED THOUSAND
AND NO/100 DOLLARS ($1,400,000.00), or if less, all such sums as may have been
advanced and be outstanding hereunder, together with interest accrued thereon
(calculated on the basis of a 365-day year) at a rate of 10% per annum from the
date hereof until this Promissory Note (the "Note") is paid in full. Interest on
this Note shall only accrue on and after the date of any advancement hereunder.

     1.   Payment. Unless otherwise provided herein the Maker shall on or before
          -------
October 1, 1998, shall repay this Note by: (a) paying cash equal to the
principal and all accrued and outstanding interest on this Note; or, (b) if
Maker has issued 200,000 shares of preferred stock as herein defined in
connection with its acquisition of Payee's membership interest in Healthcare
Innovations, LLC, and if no event of default exists, issuing 140,000 duly
authorized, fully paid, and nonassessable shares of Preferred Stock plus paying
cash equal to all accrued and outstanding interest due on the Note. Any payment
shall be made to Payee at Imagine Investments, 8150 N. Central Expressway, Ste.
1901, Dallas, Texas 75206. All past due payments on this Note shall bear
interest at the Maximum Rate, as hereafter defined.

     2.   Prepayment. Maker may at its sole option prepay all of this Note
          ----------
before maturity without penalty or premium.

     3.   Senior Debt. The obligation of Maker hereunder shall for all purposes
          -----------
be considered senior indebtedness of Maker. All contractual obligations or
indebtedness of Maker any subsidiary thereof shall be subordinate to the
obligation of Maker hereunder. Without the written consent of Payee, in its sole
discretion, no payments may be made, directly or indirectly, by Maker or any of
its subsidiaries on any loans or indebtedness of Maker or its subsidiaries to
Maker's officers, directors or shareholders (other than payee or his successors
and assigns) or their respective affiliates while any portion of the principal
balance and/or accrued interest on this Note is outstanding.

     4.   Events of Default and Remedies. At the option of Payee, the entire
          ------------------------------
principal balance of, together with all accrued and unpaid interest on, this
Note shall at once become due and payable, without further notice or demand,
upon the occurrence at any time of any of the following events of default
("Events of Default").

          (i)   Failure of Maker to make any payment of accumulated interest and
principal on this Note as and when the same becomes due and payable in
accordance with the terms hereof;

          (ii)  Breach of any of the representations or covenants of Payee in
the Loan Agreement or Stock Pledge Agreement;

          (iii) Failure of Maker to perform any covenant, agreement, or
condition contained herein, and such failure continues for a period of ten (10)
days after the receipt by Maker of written notice from Payee of the occurrence
of such failure; or


                                       1
<PAGE>

          (iv)  Maker shall (a) become insolvent, (b) voluntarily seek, consent
to, acquiesce in the benefit or benefits of any Debtor Relief Law (as
hereinafter defined) or (c) become party to (or be made the subject of) any
proceeding provided by any Debtor Relief Law, other than as a creditor or
claimant, that could suspend or otherwise adversely affect the rights of Payee
granted hereunder (unless in the event such proceeding is involuntary, the
petition instituting the same is dismissed within 90 days of the filing of the
same). As used herein, the term "Debtor Relief Law" means the Bankruptcy Code of
the United States of America and all other applicable liquidation,
conservatorship, bankruptcy, moratorium, rearrangement, receivership,
insolvency, reorganization or similar debtor relief laws from time to time in
effect affecting the rights of creditors generally.

     In the event any one or more of the Events of Default specified above shall
have occurred, the holder of this Note may proceed to protect and enforce its
rights either by suit in equity and/or by action at law, or by other appropriate
proceedings, whether for the specific performance of any covenant or agreement
contained in this Note, or to enforce any other legal and equitable right of the
holder of this Note.

     5.   Stock. The term "Preferred Stock" means Class A Senior Cumulative
          -----
Convertible Participating Preferred Stock, par value $10 per share, of Maker
which Preferred Stock has the following terms:

Priority:                Senior to all other capital stock of Maker as to
- --------                 payment of dividends, redemption, and (except as
                         described under the caption "Liquidation Preference")
                         liquidation preference

Dividends:               Cumulative dividends at the rate of $1.00 per annum,
- ---------                payable quarterly.

Voting Rights:           Generally non-voting except as required by law, as
- -------------            described under the captions "Consequences of Failure
                         to Redeem" and "Certain Restrictions on Maker"

Redemption Rights:       Redeemable at option of holder at any time after April
- -----------------        1, 2000, if not converted into common stock by April 1,
                         2000.

Redemption Price:        $10 per share plus accrued and unpaid dividends.
- ----------------

Consequences
- ------------
of Failure to Redeem:    Holders of Preferred Stock have right to elect majority
- --------------------     of the board of directors of Maker

Liquidation
- -----------
Preference:              The sum of (a) $10 per share plus accrued and unpaid
- ----------               dividends plus (b) after $20 million has been paid to
                         holders of common stock, an amount equal to the amount
                         paid under clause (a) plus (c) 30% of all liquidation
                         proceeds remaining after the foregoing payments

Conversion:              At the time a Triggering Event occurs, the 340,000
- ----------               shares of Preferred Stock will be convertible, at the
                         option of the holder, into the Conversion Percentage of
                         the common stock outstanding after such conversion (on
                         a fully-diluted basis)


                                       2
<PAGE>

Triggering Events:       The first to occur of (a) the sale of all or
- -----------------        substantially all of the assets of Maker (the "Sale
                         Triggering Event"), (b) a Change in Control of Maker
                         (as defined below) (the "Change in Control Triggering
                         Event"), (c) the voluntary or involuntary dissolution
                         of Maker (the "Dissolution Triggering Event"), or (d)
                         April 1, 2000 (the "Year 2000 Triggering Event")

Conversion
- ----------
Percentage:              The "Conversion Percentage" will be (a) 30% in the
- ----------               case of the Year 2000 Triggering Event and (b) 30%, as
                         it may be adjusted pursuant to the following
                         calculations, in the event of any other Triggering
                         Event:

                         First, determine the Future Maker Value (as defined
                         below) at the time of the Triggering Event

                         Second, subtract the Redemption Price, as defined
                         above, at the date of the Triggering Event from $6
                         Million, which is the "Current Preferred Value" (the
                         result being called the "Excess Preferred Value")

                         Third, if the Excess Preferred Value is zero or less,
                         the Conversion Percentage is 30% and no further
                         calculations are necessary; if the Excess Preferred
                         Value is positive, divide the Excess Preferred Value by
                         the Future Maker Value (the result being called the
                         "Conversion Adjustment")

                         Fourth, subtract the Conversion Adjustment from 30% and
                         the result is the Conversion Percentage

                         The following hypothetical is included for illustrative
                         purposes:

                         Assumptions: Future Maker Value = $100 million

                         Redemption Price at date of Triggering Event = $4
                         million
                         Current Preferred Value = $6 million
                         Excess Preferred Value = $2 million (Current Preferred
                         Value - Redemption Price)
                         Conversion Adjustment = 2% ($2 million/$100 million)
                         Conversion Percentage = 28% (30% - 2%)

Future Maker Value:      "Future Maker Value" is, with respect to (a) a Sale
- ------------------       Triggering Event, all amounts received or to be
                         received by Maker as a result of such transaction
                         (including the amount of obligations of Maker as a
                         result of such transaction (including the amount of
                         obligations of Maker assumed by the purchaser) plus, to
                         the extent not transferred in such transaction,the fair
                         value of all remaining assets of Maker plus all amounts
                         to be received from the purchaser or its affiliates by
                         officers, directors, and shareholders of Maker or their
                         affiliates pursuant to agreements entered into in
                         connection with or in anticipation of such sale,
                         regardless of whether characterized as being for
                         services, non-competition covenants, or otherwise, to
                         the extent the consideration therefor exceeds the fair
                         value thereof; (b) a Change in Control Triggering
                         Event, the sum of (i) the product of the highest per
                         share consideration received by a holder of Common
                         Stock in such transaction multiplied by the number of
                         shares (on a fully-diluted


                                       3


<PAGE>

                         basis) of Common Stock outstanding at the date of such
                         Triggering Event plus (ii) all amounts to be received
                         from the purchaser or its affiliates by officers,
                         directors, and shareholders of Maker or their
                         affiliates pursuant to agreements entered into in
                         connection with or in anticipation of such sale,
                         regardless of whether characterized as being for
                         services, non-competition covenants, or otherwise, to
                         the extent the consideration therefor exceeds the fair
                         value thereof, and (c) a Dissolution Triggering Event,
                         all amounts available for distribution to shareholders
                         after paying all bona fide debts and obligations of
                         Maker, including amounts payable to the holders of
                         Preferred Stock

Certain Restrictions
- --------------------
on Maker:                Maker does not have authority to (a) issue any capital
- --------                 stock that is pari passu with or senior to the
                         Preferred Stock with respect to dividends, redemption,
                         or (except as described under the caption "Liquidation
                         Preference") liquidation preference, (b) fail to have
                         reserved sufficient shares to permit full conversion of
                         the Preferred Stock, (c) issue any capital stock that
                         would cause there to be insufficient shares to permit
                         full conversion of the Preferred Stock

Change in Control:       Each of the following events is a "Change in Control":
- -----------------        (a) a merger or consolidation of Maker with any other
                         entity as a result of which the holders of Common Stock
                         do not own (on a fully-diluted basis) a majority of the
                         outstanding capital stock or other equity interests of
                         the surviving entity; (b) any event or series of events
                         that causes any person or entity, together with its
                         affiliates and associates, to be the beneficial owner
                         of a majority of the outstanding securities of Maker
                         that have the right to vote generally in the election
                         of directors of Maker (for purposes of this definition,
                         "voting securities") or that results in any person or
                         entity that currently owns a majority of the
                         outstanding voting securities of Maker increasing its
                         ownership percentage by 5% or more; provided, however,
                         that neither the issuance of Preferred Stock nor the
                         issuance of common stock upon conversion of Preferred
                         Stock shall be an issuance or transfer of voting
                         securities or securities convertible into voting
                         securities for purposes of this clause the issuance or
                         transfer by Maker (in one transaction or a series of
                         transactions) of; (c) any reclassification of
                         securities of Maker or any recapitalization of Maker
                         that, in either case, has the effect of increasing the
                         percentage of the outstanding voting securities of
                         Maker that is beneficially owned by any shareholder of
                         Maker by 5% or more; or (d) any acquisition (pursuant
                         to a tender offer or otherwise) of securities of Maker
                         that results in any person or entity, together with its
                         affiliates and associates, being the beneficial owner
                         of a majority of the then outstanding voting securities
                         of Maker or that results in any person or entity that
                         currently owns a majority of the outstanding voting
                         securities of Maker increasing the percentage of
                         outstanding voting securities of Maker by 5% or more.
                         The term "beneficial owner" means, with respect to any
                         security, a person or entity who has an economic
                         interest in such security, has the right to acquire
                         such security (including by virtue of owning
                         convertible securities, options, or warrants, whether
                         such right is immediately exercisable or subject to
                         certain conditions,


                                       4
<PAGE>

                         including the lapse of time), has the right to vote or
                         direct the voting of such security, or has the right to
                         dispose or direct the disposition of such security; the
                         term "outstanding" includes securities that, pursuant
                         to the foregoing definition, are deemed beneficially
                         owned, regardless of whether actually issued and
                         outstanding; and the terms "associate" and "affiliate"
                         have the meaning given them in regulations promulgated
                         by the Securities and Exchange Commission under the
                         Securities Act of 1934, as amended

Certain Notices:         Maker will give holders of Preferred Stock advance
- ---------------          written notice of any Sale Triggering Event or Change
                         in Control Triggering Event, any record date relating
                         to any such Triggering Event, any or event that could
                         give rise to either such Triggering Event in order to
                         permit the holders to convert their shares of Preferred
                         Stock prior to the occurrence of such Triggering Event
                         if they so desire

     6.   Waiver. Except as expressly provided herein, Maker, and each surety,
          ------
endorser, guarantor and other party ever liable for the payment of any sum of
money payable on this Note, jointly and severally, waive demand, presentment,
protest, notice of nonpayment, notice of intention to accelerate, notice of
protest and any and all lack of due diligence or delay in collection or the
filing of such hereon which may occur.

     7.   Cumulative Right. No delay on the part of the holder of this Note in
          ----------------
the exercise of any power or right under this Note shall operate as a waiver
thereof, nor shall a single or partial exercise of any other power or right.
Enforcement by the holder of this Note of any security for the payment hereof
shall not constitute any election by it of remedies so as to preclude the
exercise of any other remedy available to it.

     8.   Notices. Any notice or demand given hereunder by the holder hereof
          -------
shall be deemed to have been given and received (i) when actually received by
Maker, if delivered in person or by facsimile transmission, or (ii) if mailed,
on the earlier of the date actually received or (whether ever received or not)
three Business Days (as hereinafter defined) after a letter containing such
notice, certified or registered, with postage prepaid, addressed to Maker, is
deposited in the United States mail. The address of Maker is 2225 E. Randol Mill
Road, Ste. 305, Arlington, Texas 76011, or such other address as Maker shall
advise the holder hereof by certified or registered letter by this same
procedure. "Business Day" means every day which is not a Saturday or legal
holiday in Arlington, Texas.


     9.   Successors and Assigns. This Note and all covenants, promises and
          ----------------------
agreements contained herein shall be binding upon and inure to the benefit of
the respective legal representatives, personal representative, devisees, heirs,
successors and assigns of Payee and Maker.


     10.  GOVERNING LAW. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN
          -------------
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. IN CASE ANY ONE OR MORE OF THE
PROVISIONS CONTAINED IN THIS NOTE SHALL FOR ANY REASON BE HELD TO BE INVALID,
ILLEGAL OR UNENFORCEABLE IN ANY RESPECT, SUCH INVALIDITY, ILLEGALITY OR
UNENFORCEABILITY SHALL NOT AFFECT ANY OTHER PROVISION HEREOF.


                                       5
<PAGE>

     11.  Attorneys' Fees and Costs. In the event an Event of Default shall
          -------------------------
occur, and in the event that thereafter this Note is placed in the hands of any
attorney for collection, or in the event this Note is collected in whole or in
part through legal proceedings of any nature, then and in any such case, Maker
promises to pay all costs of collection, including, but not limited to,
reasonable attorneys' fees incurred by the holder hereof on account of such
collection, whether or not suit is filed.

     12.  Headings. The headings of the sections of this Note are inserted for
          --------
convenience only and shall not be deemed to constitute a part hereof.

     13.  Maximum Rate. The term "Maximum Rate" as used herein means the higher
          ------------
of the maximum interest rate allowed by applicable United States, Texas law or
any applicable law, as amended from time to time, in effect on the date for
which a determination of interest accrued hereunder is made. The determination
of the maximum rate permitted by applicable Texas law shall be made pursuant to
the indicated rate ceiling as defined in Tex. Rev. Civ. Stat. Ann. art.
5069-1.04 or any successor statute.

     14.  Limitation on Agreements. All agreements between the Maker and the
          ------------------------
Payee, whether now existing or hereafter arising and whether written or oral,
are hereby expressly limited so that in no contingency or event, whether by
reason of acceleration of the maturity of this Note or otherwise, shall the
amount paid, or agreed to be paid to the Payee for the use, forbearance, or
detention of the money to be loaned under this Note or otherwise or for the
payment or performance of any covenant or obligation contained herein or any
other document evidencing, securing or pertaining to this loan, exceed the
Maximum Rate. If from any circumstances whatsoever fulfillment of any provision
hereof or any of such other agreements shall cause the amount paid to exceed the
Maximum Rate, then ipso facto, the amount to be paid to the Payee shall be
                   ----------
reduced to the Maximum Rate, and if from any such circumstances the Payee shall
ever receive interest or anything which might be deemed interest under
applicable law which exceeds the Maximum Rate, such amount which would be
excessive interest shall be applied to the reduction of the principal of this
Note and not to the payment of interest, or if such excessive interest exceeds
the unpaid balance of the principal of this Note such excess shall be refunded
to the Maker. All sums paid or agreed to be paid to the Payee for the use,
forbearance or detention of the indebtedness of the Maker to the Payee shall, to
the extent permitted by applicable law, (i) be amortized, prorated, allocated
and spread throughout the full term of such indebtedness until payment in full
so that the actual rate of interest on account of such indebtedness does not
exceed the Maximum Rate throughout the term thereof, (ii) be characterized as a
fee, expense or other charge other than interest, and/or (iii) exclude any
voluntary prepayments and the effects thereof. The terms and provisions of this
paragraph shall control and supersede every other provision of all agreements
between the Payee and the Maker.

     EXECUTED as of the day and year first above written.


                                        MB SOFTWARE CORPORATION


                                        By: /s/ SCOTT HAIRE
                                           ------------------------------
                                           Scott Haire, President


                                       6
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>6
<FILENAME>dex5.txt
<DESCRIPTION>RENEWAL, EXTENSION & REVISION
<TEXT>

<PAGE>

                                                                       EXHIBIT 5

                   Renewal, Extension and Revision Agreement

     This Renewal, Extension and Revision Agreement ("Revision Agreement") is
made and entered into effective the 1st day of December, 2000 by and among
Imagine Investments, Inc., a Delaware corporation ("Lender"), MB Software
Corporation, a Colorado corporation ("Borrower").

     Whereas, Lender loaned Borrower $1,400,000.00 pursuant to the terms of that
certain promissory note dated April 1, 1998, in the original principal amount of
$1,400,000.00 bearing interest and being due and payable on or before October 1,
1998 (the "Note").

     Whereas, pursuant to the terms of the Notes the Borrower had the option,
and on November 12, 1998, did repay the outstanding principal on the Note by
issuing Lender, 140,000 Class A Senior Cumulative Convertible Participating
Preferred Stock, par value $10.00 per share, of Borrower, however, Borrower did
not pay cash equal to all accrued and outstanding interest due on the Note as
required by the terms of the Note.

     Whereas, Borrower has requested that the Note be renewed, extended and
revised in accordance with the terms hereby.

     Now Therefore, Borrower and Lender hereby agree that the Note is renewed,
extended and revised as follows:

1.   Amendment
     ---------
     Maturity date amended to: On demand or if no prior demand then July 1,
     2001.
     Repayment terms amended to: Borrower's next payment of accrued interest is
     due on April 1, 2001 and on July 1, 2001 at which time all outstanding
     principal, accrued interest, attorneys' fees and all other monies owed and
     remaining unpaid on the Note shall be due and payable in full.

2.   Reaffirmation
     -------------
     A.   Note. Borrower ratifies, reaffirms and confirms the Note and all of
          ----
          the terms and provisions of same to and for the benefit of Lender
          including Borrower's obligation and promise to pay principal, interest
          and all other obligations contracted for and due and owing or to be
          due and owing under the Note.

          Borrower acknowledges and consents to each and every one of the terms
          and provisions of the Note, as amended hereby and agrees that
          Borrower's rights and obligations under the Note are not released,
          impaired, diminished, reduced or adversely affected in any respects.

          Borrower agrees that the Note is in full force and effect and
          represents, warrants and acknowledges that there are no claims or
          offsets against, or defenses or counterclaims to, the obligations or
          any other obligations of Borrower created or evidenced by the Note.







<PAGE>


     B.   Amounts Due. Borrower and Lender agree that the following
          -----------
          amounts are due and owing pursuant to the Note:
          1.   Accrued interest and late charges as of December 1, 2001,
               $69,693.15.
          2.   Attorneys' fees and expenses as of December 12, 2000, $400.00.

     C.   Revision Only
          -------------
          This revision agreement is a revision only, and not a novation. It is
          not the intent of either Borrower or Lender that this Revision
          Agreement operate as a novation or release of the original debt.
          Except as amended hereby, all terms, covenants and conditions of the
          Note, the Agreement, and of any deed of trust, security agreement, or
          other document of lien or encumbrance, together with any prior
          amendments thereto, shall remain in full force and effect.

3.   Miscellaneous
     -------------

     A.   Notices.
          -------
          All notices, requests, demands or other communications to or upon the
          respective parties hereto shall be in writing and shall be deemed to
          have been given or made when deposited in the mail, postage prepaid,
          certified mail, return receipt requested, and addressed to the
          respective parties as set forth below:

          Lender:                            Borrower:

          Stone Capital, Inc.                MB Software
          Attn: Gary Goltz, Esq.             Attn: Scott Haire
          8150 North Central Expressway      2225 E. Randol Mill Road
          Suite 1901                         Suite 305
          Dallas, Texas 75206                Arlington, Texas 76011

     B.   Binding Agreement; Assigns; Parties Bound
          -----------------------------------------
          This Revision Agreement has been duly executed and delivered by all
          parties and constitutes a legal, valid and binding obligation of the
          parties, their successors, and or assigns.

     C.   Amendment
          ---------
          This Revision Agreement may not be amended except in a written
          instrument specifically referring to this Revision Agreement and
          signed by the Parties hereto.

     D.   No Further Agreements
          ---------------------
          In accordance with Section 26.02(a)(2) of the Texas Business and
Commerce Code, as amended, Borrower hereby acknowledges, with respect to the
note this Revision Agreement and all other written agreements constituting the
loan document (the "Loan Documents") that:
<PAGE>


          1.   THE RIGHTS AND OBLIGATIONS OF BORROWER AND LENDER SHALL BE
               DETERMINED SOLELY FROM THE WRITTEN LOAN DOCUMENTS AND ANY PRIOR
               ORAL AGREEMENTS BETWEEN LENDER AND BORROWER ARE SUPERSEDED BY AND
               MERGED INTO THE LOAN DOCUMENTS.

          2.   THE LOAN DOCUMENTS MAY NOT BE VARIED BY ANY ORAL AGREEMENTS OR
               DISCUSSIONS THAT OCCUR BEFORE, CONTEMPORANEOUSLY WITH, OR
               SUBSEQUENT TO THE EXECUTION OF SUCH LOAN DOCUMENTS.

          3.   THE WRITTEN LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENTS BETWEEN
               THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
               CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
               THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

     E.   Applicable Law
          --------------
          This Revision Agreement shall be governed by and construed in
          accordance with the laws of the State of Texas and IS PERFORMABLE IN
          DALLAS COUNTY, TEXAS AND venue of any legal action filed shall be in
          Dallas County, Texas.

     F.   Counterparts
          ------------
          This Revision Agreement may be executed in multiple counterparts, each
          of which shall be deemed an original, but all of which shall
          constitute one and the same instrument.

     G.   Authority
          ---------
          That each person executing this Revision Agreement on behalf of each
          party represents and warrants that they have full right and authority
          to enter into this Revision Agreement and each person signing on
          behalf of a corporation or company, is authorized to do so. If
          requested Borrower shall furnish to Lender upon execution of this
          Revision Agreement, a Certificate of authority certifying that the
          person signing on behalf of Borrower has authority to do so. The
          execution of this Revision Agreement constitutes a legal and binding
          obligation of the parties, their successors and permitted assigns.

     IN WITNESS WHEREOF, the undersigned have hereunto set their names by their
respective representatives.





<PAGE>


Lender:                                 Attest:
Imagine Investments, Inc.
A Delaware corporation


By:  /s/ GARY M. GOLTZ                    /s/ TAMMY ZAMORA
   ---------------------------------    ----------------------------------
     Its: Vice President


Borrower:
MB Software Corporation                 Attest:
a Colorado corporation


By:  /s/ SCOTT A. HAIRE                   /s/ LUCY J. SINGLETON
   ---------------------------------    ----------------------------------
     Its: President                          Secretary


STATE OF     Texas
          -----------
COUNTY OF   Tarrant
          -----------


     This instrument was acknowledged before me on this 3rd day of January 2001,
by Scott A. Haire, President of MB Software Corporation, a Colorado corporation
on behalf of said corporation.

                                          /s/ LUCY J. SINGLETON
                                        ----------------------------------
                                          Notary Public in and for the
                                          State of Texas
                                          Name printed: Lucy J. Singleton
My Commission Expires:

[NOTARY STAMP]


STATE OF     Texas
          -----------
COUNTY OF   Dallas
          -----------

     This instrument was acknowledged before me on this 10th day of January
2001, by Gary M. Goltz, Vice President of Imagine Investments, Inc., a Delaware
corporation on behalf of said corporation.

                                          /s/ DIANE K. SADLER
                                        ----------------------------------
                                          Notary Public in and for the
                                          State of Texas
                                          Name printed: Diane K. Sadler
My Commission Expires:

[NOTARY STAMP]

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