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<SEC-DOCUMENT>0001010549-03-000666.txt : 20031121
<SEC-HEADER>0001010549-03-000666.hdr.sgml : 20031121
<ACCEPTANCE-DATETIME>20031121150503
ACCESSION NUMBER:		0001010549-03-000666
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20031113
ITEM INFORMATION:		Acquisition or disposition of assets
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20031121

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			MB SOFTWARE CORP
		CENTRAL INDEX KEY:			0000714256
		STANDARD INDUSTRIAL CLASSIFICATION:	COMPUTER PERIPHERAL EQUIPMENT, NEC [3577]
		IRS NUMBER:				592219994
		STATE OF INCORPORATION:			CO
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-11808
		FILM NUMBER:		031017920

	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
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>mb8k111303.txt
<TEXT>

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-K
                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



       Date of Report (Date of earliest event reported): November 14, 2003


                             MB Software Corporation
             (Exact name of registrant as specified in its charter)

          Texas                         0-11808                   59-2219994
- ----------------------------       ----------------          -------------------
(State or other jurisdiction       (Commission File          (IRS Employer
    incorporation)                     Number)               Identification No.)



           2225 E. Randol Mill Road Suite 305, Arlington, Texas 76011
      --------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)



Registrant's telephone number, including area code          817-633-9400
                                                   -----------------------------



<PAGE>

Item 2.  Acquisition or Disposition of Assets.

         Effective November 10, 2003, the Company consummated the acquisition of
MB Holding Corporation,  a Nevada corporation  ("Holding"),  through a merger of
Holding with the Company's wholly owned  subsidiary,  MBH  Acquisition,  Inc., a
Nevada   corporation.    Holding,   through   its   wholly   owned   subsidiary,
EnvoiiHealthcare,  LLC,  has  developed  a system  for  transmitting  electronic
documents in a secure  environment.  This system is targeted  toward meeting the
privacy and data security requirements of the healthcare industry imposed by the
Health Insurance Portability and Accountability Act of 1996.

         The  consideration  paid by the  Company for  Holding  consisted  of an
aggregate of 5,000,000 shares of the Company's common stock, $.001 par value per
share (the "Shares"). The Shares were issued to Messrs. Scott A Haire and Araldo
Cossutta,  the sole  stockholders  of Holding.  Messrs.  Haire and  Cossutta are
directors  of the Company and Mr.  Haire is also the  Company's  Chairman of the
Board,  Chief  Executive  Officer and  President.  The Shares were issued by the
Company   pursuant  to  an  exemption   (Section  4(2))  from  the  registration
requirements  of the  Securities  Act of 1933,  as  amended  and are  restricted
shares.

         The foregoing  description  is not a description of all of the material
terms of the  transaction.  You should read the  documents  that are attached as
exhibits to this report for a more complete understanding of the transaction.

Item 7.  Financial Statements and Exhibits.

         (a)      Financial Statements of Businesses Acquired.

         No  financial  statements  are filed  herewith.  The Company  will file
financial  statements by amendment  hereto not later than 60 days after the date
that this Current Report on Form 8-K must be filed.

         (b)      Pro forma financial information.

         No pro forma financial statements are filed herewith.  The Company will
file pro forma financial  statements by amendment  hereto not later than 60 days
after the date that this Current Report on Form 8-K must be filed.

         (c)      Exhibits.

         The  following  is a list of  exhibits  filed  as part of this  Current
report on Form 8-K:

         2.1      Agreement and Plan of Merger dated as of November 10, 2003, by
                  and between MB Software  Corporation,  MBH Acquisition,  Inc.,
                  and MB Holding Corporation.

         99.1     Press Release dated November 14, 2003




                                       2
<PAGE>

                                   SIGNATURES
                                   ----------



         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
and  Exchange  Act of 1934,  the  Registrant  has duly  caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.



DATE: November 21, 2003
                                              MB Software Corporation

                                               /s/ Scott A. Haire
                                              ----------------------------------
                                              Scott A. Haire, Chairman of the
                                              Board, Chief Executive Officer
                                              And President (Principal Financial
                                              Officer)























                                       3

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.1
<SEQUENCE>3
<FILENAME>mb8kex21111303.txt
<DESCRIPTION>AGREEMENT AND PLAN OF MERGER
<TEXT>

                                                                     Exhibit 2.1

                          AGREEMENT AND PLAN OF MERGER


         This  Agreement and Plan of Merger,  dated as of November 10, 2003 (the
"Effective Date"), is entered into by and among MBH Acquisition,  Inc., a Nevada
corporation  ("MBHAI"),  MB Software  Corporation,  a Texas  corporation and the
parent  corporation  of  MBHAI  ("MBS"),  MB  Holding   Corporation,   a  Nevada
corporation (the "Company"),  and all of the stockholders of the Company,  which
stockholders  are  listed  on  the  signature  page  hereto  under  the  heading
"Stockholders" (each, a "Stockholder", and collectively, the "Stockholders").

                                    RECITALS

         WHEREAS,  the board of  directors  of MBS,  MBHAI and the Company  have
adopted this  Agreement  and Plan of Merger,  providing  for the merger of MBHAI
with and into the Company (the "Merger") under the Nevada Revised  Statutes (the
"NRS") in accordance with the provisions of this Agreement and have  recommended
the Merger to their respective shareholders and members for approval;

         WHEREAS,   the   parties   intend  for  the  Merger  to  qualify  as  a
reorganization  within the  meaning of  Section  368(a) of the Code (as  defined
below).

                                   ARTICLE I
                                   DEFINITIONS

         Certain terms used in this  Agreement  but not otherwise  defined shall
have the meanings ascribed thereto in Exhibit A attached hereto.

                                   ARTICLE II
                                   THE MERGER

         2.1 The Merger.  Subject to the terms and conditions of this Agreement,
at the  Effective  Time,  MBHAI  will be  merged  with and into the  Company  in
accordance with this Agreement, and the separate existence of MBHAI shall cease,
and the  Company  shall  continue  as the  surviving  entity  and  wholly  owned
subsidiary of MBH. The Company as it exists from and after the  Effective  Time,
is sometimes referred to hereinafter as the "Surviving Company."

         2.2 Effect of the Merger.  Upon the  effectiveness  of the Merger,  the
Surviving  Company  shall  possess all the rights,  privileges,  immunities  and
franchises,  as well of a public as of a private  nature,  and be subject to all
the restrictions, disabilities and duties, of each of the Constituent Companies;
and all  property,  real,  personal  and mixed,  and all debts due to any of the
Constituent  Companies on whatever account,  including  subscriptions to shares,
and all other things in action and all and every other interest, of or belonging
to each of the Constituent  Companies,  shall be vested in the Surviving Company
without  further  act or deed and  without any  transfer  or  assignment  having
occurred; and all property, rights,  privileges,  immunities and franchises, and
all and every other interest shall be thereafter as effectually  the property of
the Surviving Company as they were of the Constituent  Companies,  and the title
to any real  estate  vested by deed or  otherwise  in either of the  Constituent


                                       1
<PAGE>

Companies  shall not revert or be in any way  impaired  by reason of the Merger;
but all rights of  creditors  and all liens upon any  property  of either of the
Constituent Companies shall be preserved unimpaired,  and all debts, liabilities
and  duties  of  the  Constituent  Companies  shall  thenceforth  attach  to the
Surviving Company,  and may be enforced against it to the same extent as if said
debts,  liabilities  and duties had been  incurred or  contracted by it; and all
other effects of the Merger specified in the NRS shall result therefrom.

         2.3  Consummation  of the  Merger.  As soon as  practicable  after  the
satisfaction or waiver of the conditions to this  Agreement,  the parties hereto
will cause the Merger to be consummated by filing with the appropriate agency of
the State of Nevada properly executed  Articles of Merger,  substantially in the
form attached as Exhibit B, incorporating, to the extent required by the laws of
the State of Nevada, this Agreement.

         2.4 Articles of Incorporation;  Directors and Officers. The Articles of
Incorporation  of the  Company  from and after the  Effective  Time shall be the
Articles of Incorporation of the Surviving  Company until thereafter  amended in
accordance with the provisions therein and as provided by the NRS. The directors
of the Company  shall be the  directors of the  Surviving  Company,  until their
successors are duly elected and qualified, and the officers of the Company shall
be the officers of the  Surviving  Company  holding such  positions  immediately
prior to the Effective Time until their respective successors are duly appointed
and qualified.

         2.5 Conversion of Securities.  At the Effective  Time, by virtue of the
Merger and without any action on the part of the Company, MBHAI or any holder of
any interest as a member of the Company or MBHAI:

         (a) All shares of Company Common Stock shall automatically be converted
into the right to receive a  proportionate  share of an  aggregate  of 5,000,000
shares of duly authorized,  validly issued, fully paid and non-assessable shares
of MBS Common Stock, without interest (the "Merger Price"),  which proportionate
share is set forth in Exhibit C attached hereto.

         (b) The outstanding shares of MBAI Common Stock shall be converted into
one thousand  (1000)  shares of the issued and  outstanding  common stock of the
Surviving Company.

         2.6  Merger  Payment  Procedure.  As  soon  as  practicable  after  the
Effective  Time, the Surviving  Company will  distribute to holders of record of
Company Common Stock so converted, a certificate  representing the proportionate
share of MBS Common Stock due as a result of the Merger,  as provided in Exhibit
C. In no event shall any holder of Company  Common  Stock be entitled to receive
interest  on account  of any  shares of MBS Common  Stock due as a result of the
Merger.

         2.7 Closing of the Company Books.  At the Effective  Time, the books of
the Company  shall be closed and no transfer of shares of Company  Common  Stock
shall thereafter be made.

         2.8 Reorganization under Section 368(a) of the Code. The parties intend
that the Merger will qualify as a tax-free  reorganization  under Section 368(a)
of the Code and this Agreement are to be interpreted to that effect.  Each party
agrees to render to the other parties reasonable assistance to preserve that tax
treatment,  however, no representation is made by any party hereto as to whether
the transactions contemplated hereby will so qualify.


                                       2
<PAGE>

                                  ARTICLE III
                REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND
                                  STOCKHOLDERS

         The Company and the Stockholders represent and warrant to MBHAI and MBS
that the statements contained in this Article III are true and correct as of the
date hereof and will be true and  correct as of the  Closing  Date as if made on
such date, except as set forth in the Schedules  delivered by the Company to MBS
concurrently  herewith  and  which  are  attached  hereto.  Notwithstanding  any
provision in this Agreement to the contrary, any representation or warranty made
by a Stockholder is made only with respect to the Company and himself or herself
and not with respect any other Stockholder.

         3.1 Organization. The Company is a corporation, duly organized, validly
existing and in good standing under the laws of the State of Nevada. The Company
(a) is qualified or licensed in all  jurisdictions  where such  qualification or
license is required to own and operate its  properties  and conduct its business
in the manner and at the places presently  conducted;  (b) holds all franchises,
grants, licenses,  certificates,  permits, consents and orders, all of which are
valid and in full  force and  effect,  from all  applicable  United  States  and
foreign regulatory  authorities  necessary to own and operate its properties and
to conduct its business in the manner and at the places presently conducted; and
(c) has full power and authority (corporate and other) to own, lease and operate
its  respective  properties and assets and to carry on its business as presently
conducted  and as  proposed to be  conducted,  except,  in each case,  where the
failure to be so  qualified  or  licensed  or to hold such  franchises,  grants,
licenses,  certificates,  permits, consents and orders or to have such power and
authority  would  not,  when  taken  together  with  all  other  such  failures,
reasonably  be expected to have a Material  Adverse  Effect with  respect to the
Company, as the case may be. The Company does not directly or indirectly own any
equity or similar interest in, or any interest  convertible into or exchangeable
or  exercisable  for,  any  equity or  similar  interest  in,  any  corporation,
partnership, joint venture or other business association or entity.

         3.2 Capital Structure.

         (a) As of the  Effective  Date,  the  authorized  capital  stock of the
Company  consists  of 1,000  shares of Company  Common  Stock,  and no shares of
preferred  stock, par value $0.01 per share. As of the Effective Date, (i) 1,000
shares of Company Common Stock and no shares of preferred  stock were issued and
outstanding, (ii) no options or warrants for shares of Company Common Stock were
issued and outstanding; and (iii) no shares of Company Common Stock were held in
the treasury of the Company.  All the outstanding shares of Company Common Stock
are duly authorized, validly issued, fully paid and non-assessable. There are no
bonds,  debentures,  notes  or  other  indebtedness  having  voting  rights  (or
convertible or exchangeable into securities having such rights) ("Company Voting
Debt") of the Company issued and outstanding.  Except as set forth above,  there
are no equity  interests of the Company  authorized,  issued or outstanding  and
there  are  no  existing  (i)  options,   warrants,  calls,  preemptive  rights,
subscriptions   or  other  rights,   convertible  or  exchangeable   securities,
agreements, arrangements or commitments of any character, relating to the issued
or unissued  equity  interests of the Company,  obligating the Company to issue,
transfer or sell or cause to be issued,  transferred or sold any equity interest
or Company  Voting  Debt of, or other  equity  interest  in, the  Company,  (ii)
securities  convertible  into or exchangeable for such equity interests or (iii)


                                       3
<PAGE>

obligations  of the Company or to grant,  extend or enter into any such  option,
warrant,  call,  preemptive  right,  subscription  or other  right,  convertible
security, agreement, arrangement or commitment.

         (b) There are no voting  trusts,  proxies,  shareholders  agreements or
other agreements or  understandings to which the Company is a party with respect
to the voting or  transfer  of the  equity  interests  or  capital  stock of the
Company.  The Company is not a party to any agreement or obligation,  contingent
or otherwise,  to redeem,  repurchase or otherwise  acquire or retire any equity
interests of the Company,  whether as a result of the transactions  contemplated
by this Agreement or otherwise.

         (c) The  Company  has not (i) made or  agreed  to make any split of its
equity  interests  or  dividend,  or issued or permitted to be issued any equity
interests,  or securities  exercisable for or convertible into equity interests,
of the Company, (ii), repurchased,  redeemed or otherwise acquired any equity or
membership interests of the Company, or (iii) declared,  set aside, made or paid
any dividends or other  distributions on the outstanding equity interests of the
Company.

         3.3   Authorization   and  Validity.   Each  of  the  Company  and  the
Stockholders has the appropriate  power and authority and legal right to execute
and  deliver  this  Agreement  and to perform  its  obligations  hereunder.  The
execution and delivery by the Company and the Stockholders of this Agreement and
the  performance  of their  respective  obligations  hereunder  have  been  duly
authorized  by  proper  corporate  and  other  proceedings,  and this  Agreement
constitutes  the legal,  valid and  binding  obligation  of the  Company and the
Stockholders  enforceable  against it and them in  accordance  with their terms,
except as  enforceability  may be limited by  bankruptcy,  insolvency or similar
laws affecting the enforcement of creditors' rights generally.

         3.4 No Conflict; Government Consent. Neither the execution and delivery
by the Company or the  Stockholders of this Agreement,  nor the  consummation of
the  transactions  therein  contemplated,  nor  compliance  with the  provisions
thereof will  violate (a) any law,  rule,  regulation,  order,  writ,  judgment,
injunction,  decree or award binding on the Company or the Stockholders,  or (b)
the Company's  articles of  incorporation  or bylaws,  (c) the provisions of any
indenture,  instrument  or  agreement  to  which  the  Company  is a party or is
subject,  or by which  it,  or its  Property,  is  bound,  or  conflict  with or
constitute  a default  thereunder,  or result in, or  require,  the  creation or
imposition of any Lien in, of or on the Property of the Company  pursuant to the
terms of any  such  indenture,  instrument  or  agreement.  No  order,  consent,
adjudication,  approval,  license,  authorization,  or validation of, or filing,
recording or  registration  with, or exemption by, or other action in respect of
any governmental or public body or authority,  or any subdivision thereof, which
has not been  obtained  by the  Company or the  Stockholders  is  required to be
obtained by the Company or the Stockholders in connection with the execution and
delivery  of this  Agreement,  or the  legality,  validity,  binding  effect  or
enforceability of any of this Agreement. Except as set forth in Schedule 3.4, no
consent, approval or authorization of, or notice to, any other person or entity,
including,  without  limitation,  parties to loans,  contracts,  leases or other
agreements,  is  required  in  connection  with  the  execution,   delivery  and
performance  of  this  Agreement  by  the  Company  or the  Stockholders  or the
consummation by it of the transactions contemplated hereby.




                                       4
<PAGE>

         3.5 Company Financial Statements.

         (a) The Company has delivered to MBS the following financial statements
of the Company:  (i)  unaudited  balance sheet of the Company as of December 31,
2002 and the related  statements of operations,  members'  equity and cash flows
for the year ended  December 31, 2002 and (ii)  unaudited  balance sheets of the
Company as of September 30, 2003 (the "Company's  Latest Balance Sheet") and the
related  statements of operations,  members' equity and cash flows for the three
months then ended.

         (b) Each of the unaudited financial statements of the Company have been
prepared in  accordance  with GAAP,  applied on a  consistent  basis  during the
relevant periods (except as may be disclosed in the notes thereto),  and present
fairly  the  consolidated   financial  position  and  consolidated   results  of
operations and changes in cash flows of the Company as of the  respective  dates
or for the respective  periods  reflected  therein,  except,  in the case of the
unaudited  interim  financial  statements,  for  normal and  recurring  year-end
adjustments that are not material.

         (c) Except as set forth in Schedule 3.5(c) and on the Company's  Latest
Balance  Sheet,  or in  the  notes  thereto,  the  Company  does  not  have  any
liabilities,  debts,  claims or  obligations  of any  nature  (whether  accrued,
absolute, direct or indirect,  contingent or otherwise, whether due or to become
due),  and there is no existing  condition or set of  circumstances  which would
reasonably be expected,  individually  or in the aggregate,  to result in such a
liability.

         3.6 Liabilities and  Obligations.  Except as set forth in Schedule 3.6,
the  Financial  Statements  reflect all  liabilities  of the  Company,  accrued,
contingent or otherwise  (known or unknown and asserted or unasserted),  arising
out of transactions effected or events occurring on or prior to the date hereof.
All reserves shown in the Financial  Statements are appropriate,  reasonable and
sufficient to provide for losses  thereby  contemplated.  Except as set forth in
the Financial Statements,  the Company is not liable upon or with respect to, or
obligated  in any other way to provide  funds in respect of or to  guarantee  or
assume  in  any  manner,  any  debt,  obligation  or  dividend  of  any  person,
corporation, association, partnership, joint venture, trust or other entity.

         3.7 Employee Matters.

         (a) Schedule 3.7(a) contains a complete and accurate list of the names,
titles and cash  compensation,  including without  limitation  wages,  salaries,
bonuses  (discretionary  and  formula)  and other cash  compensation  (the "Cash
Compensation") of all employees of the Company who are currently  compensated at
a rate in excess of  $50,000  per year and who  earned in excess of such  amount
during the  Company's  preceding  fiscal  year.  In  addition,  Schedule  3.7(a)
contains  a complete  and  accurate  description  of (i) all  increases  in Cash
Compensation  of  employees  of the Company  during the current and  immediately
preceding  fiscal years of the Business and (ii) any promised  increases in Cash
Compensation of employees of the Company that have not yet been effected.

         (b)  Schedule  3.7(b)  contains a  complete  and  accurate  list of all
compensation  plans,   arrangements  or  practices  (the  "Compensation  Plans")
sponsored  by the Company or to which the Company  contributes  on behalf of its


                                       5
<PAGE>

employees,  other than  Employee  Benefit Plans listed in Schedule  3.7(a).  The
Compensation Plans include without  limitation plans,  arrangements or practices
that provide for  severance  pay,  deferred  compensation,  incentive,  bonus or
performance awards, and stock ownership or stock options.

         (c)  Schedule  3.7(c)  contains a  complete  and  accurate  list of all
employment  agreements (the  "Employment  Agreements") to which the Company is a
party with respect to its employees or is otherwise obligated.

         (d)  Schedule  3.7(d)  contains a  complete  and  accurate  list of all
employee  manuals,  policies,  procedures and work-related  rules (the "Employee
Policies and Procedures") that apply to employees of the Company.

         (e) The  Company:  (i) has been  and is in  compliance  with all  laws,
rules,   regulations  and  ordinances   respecting   employment  and  employment
practices,  terms and conditions of employment and wages and hours;  and (ii) is
not liable for any arrears of wages or penalties  for failure to comply with any
of the  foregoing.  The Company has not engaged in any unfair labor  practice or
discriminated on the basis of race, color,  religion,  sex, national origin, age
or handicap in its employment conditions or practices.  There are no: (i) unfair
labor practice charges or complaints or racial, color, religious,  sex, national
origin,  age  or  handicap  discrimination  charges  or  complaints  pending  or
threatened against the Company before any federal,  state or local court, board,
department,  commission  or agency nor does any basis  therefor  exist;  or (ii)
existing or threatened  labor strikes,  disputes,  grievances,  controversies or
other labor troubles affecting the Company, nor does any basis therefor exist.

         (f) The Company has never been a party to any agreement with any union,
labor  organization or collective  bargaining  unit. No employees of the Company
are represented by any union, labor organization or collective  bargaining unit.
To the best  knowledge  of the  Company,  the  employees  of the Company have no
intention  to and  have  not  threatened  to  organize  or join a  union,  labor
organization or collective bargaining unit.

         (g) All employees of the Company are citizens of, or are  authorized to
be employed in, the United States.

         3.8 Employee Benefit Plans.

         (a)  Schedule  3.8(a)  contains a  complete  and  accurate  list of all
employee  benefit plans (the "Employee  Benefit  Plans")  (within the meaning of
Section 3(3) of the Employee  Retirement Income Security Act of 1974, as amended
("ERISA"))  sponsored by the Company or to which the Company  contributes or may
be obligated to contribute  on behalf of its employees and all Employee  Benefit
Plans  previously  sponsored  or  contributed  to on behalf of the  Company's or
Shareholder's  employees within the three years preceding the date hereof.  Each
Employee  Benefit Plan has been  administered  and maintained in compliance with
all laws,  rules and  regulations.  No Employee  Benefit Plan is  currently  the
subject  of  an  audit,  investigation,  enforcement  action  or  other  similar
proceeding conducted by any state or federal agency. No prohibited  transactions
(within the meaning of Section 4975 of the Code) have  occurred  with respect to
any Employee  Benefit  Plan. No  threatened  or pending  claims,  suits or other
proceedings  exist with respect to any  Employee  Benefit Plan other than normal
benefit claims filed by participants or beneficiaries.


                                       6
<PAGE>

         (b) The Company has received a favorable determination letter or ruling
from the Internal  Revenue Service for each Employee Benefit Plan intended to be
qualified  within the meaning of Section  401(a) of the Code  and/or  tax-exempt
within the meaning of Section 501(a) of the Code. No  proceedings  exist or have
been  threatened  that  could  result in the  revocation  of any such  favorable
determination  letter or ruling. No accumulated  funding  deficiency (within the
meaning of Section 412 of the Code),  whether  waived or  unwaived,  exists with
respect to any Employee  Benefit  Plan or any plan  sponsored by any member of a
controlled  group  (within the meaning of Section  412(n)(6)(B)  of the Code) in
which the  Company  is a member (a  "Controlled  Group").  With  respect to each
Employee Benefit Plan subject to Title IV of ERISA, the assets of each such plan
are at least equal in value to the present value of accrued benefits  determined
on an ongoing basis as of the date hereof. With respect to each Employee Benefit
Plan  described in Section  501(c)(9) of the Code,  the assets of each such plan
are at least equal in value to the present  value of accrued  benefits as of the
date  hereof.  Neither the Company or any member of a  Controlled  Group has any
liability to pay excise  taxes with  respect to any Employee  Benefit Plan under
applicable  provisions of the Code or ERISA.  Neither the Company nor any member
of a  Controlled  Group  is or  ever  has  been  obligated  to  contribute  to a
multiemployer plan within the meaning of Section 3(37) of ERISA.

         (c) No facts or circumstances exist that would result in the imposition
of liability against Purchaser by the Pension Benefit Guaranty  Corporation as a
result of any act or  omission  by the  Company  or any  member of a  Controlled
Group.  No  reportable  event  (within the meaning of Section 4043 of ERISA) for
which the notice  requirement  has not been waived has occurred  with respect to
any Employee  Benefit Plan subject to the requirements of Title IV of ERISA. the
Company has no  obligation  or  commitment  to provide  medical,  dental or life
insurance benefits to or on behalf of any of its employees who may retire or any
of its former employees who have retired from employment with the Company

         (d) Schedule 3.8(d) contains a complete and accurate list of all claims
made (without identifying specific individuals) under any medical or dental care
plan  or  commitment   offered  by  the  Company  to  its  employees   involving
hospitalization,  medical or dental care claims  that have  exceeded  $5,000 per
year for an  individual  during  the  Company's  current  fiscal  year or any of
Shareholder three fiscal years preceding the date hereof.

         3.9 Title;  Leased  Assets.  A  description  of all  interests  in real
property owned by the Company  (collectively,  the "Real Property") is set forth
in  Schedule  3.9(a).  Except as set forth in Schedule  3.9(a),  the Company has
good, valid and marketable  title to all the Real Property.  Except as set forth
in Schedule  3.9(b),  the Company has good,  valid and  marketable  title to all
tangible  and  intangible  personal  property  owned  by it  (collectively,  the
Personal Property"). A list of all leases of real and personal property to which
the  Company is a party,  either as lessor or lessee,  are set forth in Schedule
3.9(c).  All such  leases are valid and  enforceable  in  accordance  with their
respective terms except as may be limited by applicable  bankruptcy,  insolvency
or similar laws affecting  creditors'  rights  generally or the  availability of
equitable  remedies.  Except for those assets acquired since September 30, 2003,
all  tangible and  intangible  assets used in the conduct of the business of the
Company  are  reflected  in the  Financial  Statements  in a  manner  that is in
conformity with generally accepted accounting principles applied on a consistent
basis with prior  periods.  the Company  owns,  leases or otherwise  possesses a
right to use all assets  used in the  conduct of the  business  of the  Company,
which will not be impaired by the consummation of the transactions  contemplated
hereby.


                                       7
<PAGE>

         3.10 Commitments.

         (a) Except as set forth in Schedule  3.10,  the Company has not entered
into, nor are the Membership  Interests,  or the assets of the Company bound by,
whether or not in writing, any (i) partnership or joint venture agreement;  (ii)
deed of  trust  or other  security  agreement;  (iii)  guaranty  or  suretyship,
indemnification or contribution  agreement or performance bond; (iv) employment,
consulting or compensation  agreement or arrangement,  including the election or
retention  in  office  of any  director  or  officer;  (v)  labor or  collective
bargaining agreement;  (vi) debt instrument,  loan agreement or other obligation
relating  to  indebtedness  for  borrowed  money or money  lent or to be lent to
another;  (vii) deed or other document  evidencing an interest in or contract to
purchase  or sell real  property;  (viii)  agreement  with  dealers  or sales or
commission  agents,  public  relations or advertising  agencies,  accountants or
attorneys;  (ix) lease of real or personal property,  whether as lessor, lessee,
sublessor or sublessee;  (x) agreement  between the Company and any affiliate of
the Company;  (xi) agreement  relating to any material  matter or transaction in
which an  interest  is held by a person or entity  that is an  affiliate  of the
Company;  (xii)  any  agreement  for  the  acquisition  of  services,  supplies,
equipment  or other  personal  property and  involving  more than $25,000 in the
aggregate;  (xiii) powers of attorney; (xiv) contracts containing noncompetition
covenants;  (xv) any other  agreement  or  commitment  not made in the  ordinary
course of business or that is material to the business or financial condition of
the Company.

         All of the foregoing are  hereinafter  collectively  referred to as the
"Commitments."  There are no  existing  defaults,  events of  default or events,
occurrences,  acts or omissions that, with the giving of notice or lapse of time
or both,  would constitute  defaults by the Company,  and no penalties have been
incurred nor are amendments pending, with respect to the Commitments,  except as
described in Schedule 3.10. The Commitments are in full force and effect and are
valid and  enforceable  obligations  of the parties  thereto in accordance  with
their  respective  terms, and no defenses,  off-sets or counterclaims  have been
asserted or, to the best knowledge of the Company and Shareholders,  may be made
by any party  thereto,  nor has the Company  waived any rights  thereunder.  The
Company has not received notice of any default with respect to any Commitment.

         (b)  Except  as  contemplated  hereby,  neither  the  Company  nor  the
Stockholders  has received notice of any plan or intention of any other party to
any Commitment to exercise any right to cancel or terminate any Commitment,  and
neither the Company nor the  Stockholders  knows of any fact that would  justify
the exercise of such a right. Neither the Company nor the Stockholders currently
contemplates,  or has reason to  believe  any other  person or entity  currently
contemplates,  any  amendment or change to any  Commitment.  Except as listed in
Schedule 3.10, none of the customers or suppliers of the Company has refused, or
communicated  that it  will or may  refuse,  to  purchase  or  supply  goods  or
services,  as the  case  may  be,  or  has  communicated  that  it  will  or may
substantially  reduce  the  amounts of goods or  services  that it is willing to
purchase from, or sell to, the Company.

         3.11 Adverse Agreements. the Company is not a party to any agreement or
instrument  or subject  to any  charter or other  corporate  restriction  or any
judgment,  order, writ,  injunction,  decree, rule or regulation that materially
and  adversely  affects,  or so far as the Company or the  Stockholders  can now
foresee,  may in the future  materially  and  adversely  affect,  the  condition
(financial or otherwise), operations, assets, liabilities, business or prospects
of the Company.



                                       8
<PAGE>

         3.12 Insurance. A list of all insurance policies of the Company are set
forth in Schedule 3.12. All of such policies are valid and enforceable policies,
issued by  insurers of  recognized  responsibility  in amounts and against  such
risks and losses as is customary in the industry of the insured.  Such insurance
shall be outstanding and duly in force without  interruption up to and including
the Closing Date.

         3.13 Patents, Trade-marks, Service Marks and Copyrights.

         (a) The  Company  owns all  patents,  trade-marks,  service  marks  and
copyrights,  if any,  necessary to conduct its business,  or possesses  adequate
licenses or other rights, if any, therefor,  without conflict with the rights of
others.  Set forth in  Schedule  3.13 is a true and correct  description  of the
following (the "Proprietary Rights"): (i) all trade-marks,  trade-names, service
marks and other trade designations,  including common law rights,  registrations
and  applications  therefor,  and  all  patents,   copyrights  and  applications
currently  owned,  in whole or in  part,  by the  Company  with  respect  to the
business of the Company,  and all  licenses,  royalties,  assignments  and other
similar  agreements  relating to the  foregoing  to which the Company is a party
(including  expiration date if applicable);  and (ii) all agreements relating to
technology,  know-how or processes that the Company is licensed or authorized to
use by others, or which it licenses or authorizes others to use.

         (b) The Company has the sole and exclusive right to use the Proprietary
Rights without  infringing or violating the rights of any third parties.  Use of
the Proprietary  Rights does not require the consent of any other person and the
Proprietary  Rights are freely  transferable.  No claim has been asserted by any
person to the ownership of or right to use any Proprietary  Right or challenging
or  questioning  the  validity  or  effectiveness  of any  license or  agreement
constituting a part of any  Proprietary  Right,  and neither the Company nor any
Shareholder knows of any valid basis for any such claim. Each of the Proprietary
Rights is valid and subsisting,  has not been cancelled,  abandoned or otherwise
terminated and, if applicable, has been duly issued or filed.

         (c) The Company and the  Stockholders  have no  knowledge  of any claim
that,  or inquiry as to  whether,  any  product,  activity or  operation  of the
Company infringes upon or involves,  or has resulted in the infringement of, any
proprietary  right of any other  person,  corporation  or other  entity;  and no
proceedings have been  instituted,  are pending or are threatened that challenge
the rights of the Company with respect thereto.

         3.14 Trade  Secrets and  Customer  Lists.  The Company has the right to
use,  free and  clear of any  claims or  rights  of  others  all trade  secrets,
customer  lists and  proprietary  information  required for the marketing of all
merchandise and services  formerly or presently sold or marketed by the Company.
The  Company  is  not  using  or in any  way  making  use  of  any  confidential
information or trade secrets of any third party,  including  without  limitation
any past or present employee of the Company.

         3.15 Material Adverse Change.  Since September 30, 2003, there has been
no change in the  business,  property,  condition  (financial  or  otherwise) or
results of operations of the Company which could  reasonably be expected to have
a Material Adverse Effect with respect to the Company.

         3.16 Taxes. The Company has filed all United States federal tax returns
and all other tax returns which are required to be filed and have paid all taxes
due  pursuant  to said  returns or pursuant  to any  assessment  received by the


                                       9
<PAGE>

Company,  except such taxes, if any, as are being contested in good faith and as
to which  adequate  reserves  have been provided on the Company  Latest  Balance
Sheet and as to which no Lien exists. No tax liens have been filed and no claims
are being  asserted  with respect to any such taxes.  The charges,  accruals and
reserves  on  the  books  of the  Company  in  respect  of any  taxes  or  other
governmental  charges are adequate.  The Company is taxable as a "C" corporation
for federal income tax purposes.

         3.17  Litigation  and Contingent  Obligations.  There is no litigation,
arbitration,  governmental  investigation,  proceeding or inquiry pending or, to
best  knowledge of any of its  officers,  threatened  against or  affecting  the
Company. The Company has no contingent obligations not provided for or disclosed
in the Company Latest Balance Sheet.

         3.18  Material   Agreements.   Schedule  3.18  lists  all   agreements,
contracts,  leases,  licenses  and other  instruments  to which the Company is a
party.

         3.19 Compliance With Laws. The Company has complied with all applicable
statutes, rules, regulations, orders and restrictions of any domestic or foreign
government or any instrumentality or agency thereof having jurisdiction over the
conduct of their  respective  businesses  or the  ownership of their  respective
Property  except for any failure to comply with any of the foregoing which could
not reasonably be expected to have a Material Adverse Effect with respect to the
Company.

         3.20 Information Furnished to the Company and Stockholders. The Company
and each of the Stockholders  have been provided with, and is familiar with, the
financial and other  information  regarding the business and  operations of MBS,
including,  but not limited to, the MBS SEC  Documents  that the Company and the
Stockholders  deem  necessary  for  evaluating  the  merits  and  risks  of  the
transactions  contemplated  by  this  Agreement.  Each of the  Stockholders  are
knowledgeable  and experienced in financial and business  matters and is capable
of  evaluating  the merits and risks of the  transactions  contemplated  by this
Agreement.

         3.21 Investment Purposes. The Stockholders are acquiring the MBS Common
Stock for investment  purposes and not with a view toward resale or distribution
thereof, and has no present intention of selling, granting any participation in,
or otherwise distributing the MBS Common Stock.

         3.22 Restricted Securities. The Stockholders understand that the shares
of MBS Common  Stock will be issued by MBS  pursuant  to an  exemption  from the
registration  requirements  of the  Securities  Act,  and are  characterized  as
"restricted  securities"  under the  Securities  Act and may be  resold  without
registration  under  the  Securities  Act  only  in  limited  circumstances.  In
connection  with the foregoing,  each of the  Stockholders is familiar with Rule
144 and  understand  the resale  limitations  imposed  thereby on the MBS Common
Stock.

         3.23  Broker's  or  Finder's  Commissions.  No  broker's or finder's or
placement  fee or  commission  will be payable to any broker or agent engaged by
the Company or any of its officers, directors or agents or the Stockholders with
respect to the transactions contemplated by this Agreement.




                                       10
<PAGE>

                                   ARTICLE IV
                  REPRESENTATIONS AND WARRANTIES MBS AND MBHAI


         MBS and MBHAI represent and warrant to the Company and the Stockholders
that the  statements  contained in the Article IV are true and correct as of the
date hereof and will be true and  correct as of the  Closing  Date as if made on
such date, except as set forth in the Schedules  delivered by MBS to the Company
concurrently herewith.

         4.1  Organization.  MBS  is  a  corporation,  duly  organized,  validly
existing and in good standing  under the laws of the State of Texas.  MBHAI is a
corporation,  duly  organized,  validly  existing and in good standing under the
laws of the State of Nevada.  Each of MBHAI and MBS (a) is qualified or licensed
in all jurisdictions  where such qualification or license is required to own and
operate its  properties and conduct its business in the manner and at the places
presently conducted; (b) holds all franchises,  grants, licenses,  certificates,
permits,  consents  and  orders,  all of which are  valid and in full  force and
effect,  from all applicable  United States and foreign  regulatory  authorities
necessary to own and operate its  properties  and to conduct its business in the
manner  and at the  places  presently  conducted;  and (b) has  full  power  and
authority  (corporate  and  other) to own,  lease  and  operate  its  respective
properties and assets and to carry on its business as presently conducted and as
proposed  to be  conducted,  except,  in each case,  where the  failure to be so
qualified   or  licensed  or  to  hold  such   franchises,   grants,   licenses,
certificates,  permits,  consents and orders or to have such power and authority
would not,  when taken  together  with all other such  failures,  reasonably  be
expected to have a Material  Adverse Effect with respect to MBHAI or MBS, as the
case may be.  Except for MBS'  ownership  of the equity  interest in MBHAI or as
otherwise as contemplated  herein,  neither MBHAI nor MBS directly or indirectly
own any equity or  similar  interest  in, or any  interest  convertible  into or
exchangeable  or  exercisable  for,  any  equity or  similar  interest  in,  any
corporation, partnership, joint venture or other business association or entity.

         4.2 Capital Structure.

         (a) As of the  Effective  Date,  the  authorized  capital  stock of MBS
consists of  20,000,000  shares of MBS Common  Stock,  and  5,000,000  shares of
preferred  stock,  par value  $0.01 per share.  As of the  Effective  Date,  (i)
822,810 shares of MBS Common Stock and no shares of preferred  stock were issued
and outstanding,  (ii) options for 42,500 shares of MBS Common Stock were issued
and  outstanding;  and  (iii) no  shares of MBS  Common  Stock  were held in the
treasury of the Company. All the outstanding shares of MBS Common Stock are duly
authorized,  validly issued, fully paid and non-assessable.  As of the Effective
Date,  MBS is the sole  stockholder  of MBHAI.  There are no bonds,  debentures,
notes or other indebtedness having voting rights (or convertible or exchangeable
into securities  having such rights)  ("Voting Debt") of MBS or MBHAI issued and
outstanding.  Except as set forth above, there are no equity interests of MBS or
MBHAI  authorized,  issued or outstanding and there are no existing (i) options,
warrants, calls, preemptive rights,  subscriptions or other rights,  convertible
or  exchangeable  securities,  agreements,  arrangements  or  commitments of any
character,  relating to the issued or unissued equity interests of MBS or MBHAI,
obligating  MBS or  MBHAI to  issue,  transfer  or sell or  cause to be  issued,
transferred  or sold any  equity  interest  or Voting  Debt of, or other  equity
interest in, MBS or MBHAI, (ii) securities  convertible into or exchangeable for
such equity interests or (iii)  obligations of MBS or MBHAI to grant,  extend or


                                       11
<PAGE>

enter into any such option,  warrant,  call,  preemptive right,  subscription or
other right, convertible security, agreement, arrangement or commitment. MBS has
not granted to any Person any rights to have any securities registered under the
Securities Act.

         (b) There are no voting  trusts,  proxies,  shareholders  agreements or
other agreements or  understandings  to which MBS is a party with respect to the
voting or transfer of the equity interests or capital stock of MBS. MBS is not a
party to any  agreement  or  obligation,  contingent  or  otherwise,  to redeem,
repurchase or otherwise  acquire or retire any equity  interests of MBS, whether
as a result of the transactions contemplated by this Agreement or otherwise.

         (c) MBS has not (i)  made or  agreed  to make any  split of its  equity
interests or dividend, or issued or permitted to be issued any equity interests,
or securities  exercisable  for or convertible  into equity  interests,  of MBS,
(ii),  repurchased,  redeemed or  otherwise  acquired  any equity or  membership
interests of MBS, or (iii)  declared,  set aside,  made or paid any dividends or
other distributions on the outstanding equity interests of MBS.

         4.3  Authorization  and  Validity.  Each  of  MBHAI  and  MBS  has  the
appropriate  power and  authority  and legal right to execute  and deliver  this
Agreement and to perform its obligations  hereunder.  The execution and delivery
by MBHAI  and MBS of this  Agreement  and the  performance  of their  respective
obligations  hereunder have been duly  authorized by proper  corporate and other
proceedings,  and this  Agreement  constitutes  the  legal,  valid  and  binding
obligation of MBHAI and MBS  enforceable  against it and them in accordance with
their terms,  except as enforceability may be limited by bankruptcy,  insolvency
or similar laws affecting the enforcement of creditors' rights generally.

         4.4 No Conflict; Government Consent. Neither the execution and delivery
by MBHAI and MBS of this Agreement,  nor the  consummation  of the  transactions
therein  contemplated,  nor compliance with the provisions  thereof will violate
(a) any law, rule,  regulation,  order, writ,  judgment,  injunction,  decree or
award binding on MBHAI or MBS, or (b) MBS' or MBHAI's  articles of incorporation
or bylaws, (c) the provisions of any indenture, instrument or agreement to which
either MBHAI or MBS is a party or is subject,  or by which it, or its  Property,
is bound, or conflict with or constitute a default thereunder,  or result in, or
require,  the  creation or  imposition  of any Lien in, of or on the Property of
MBHAI  or MBS  pursuant  to the  terms  of any  such  indenture,  instrument  or
agreement. No order, consent, adjudication, approval, license, authorization, or
validation of, or filing,  recording or  registration  with, or exemption by, or
other action in respect of any governmental or public body or authority,  or any
subdivision  thereof,  which  has not been  obtained  by  MBHAI,  MBS or the MBS
Shareholder  is required to be obtained by MBHAI or MBS in  connection  with the
execution and delivery of this  Agreement,  or the legality,  validity,  binding
effect  or  enforceability  of any of this  Agreement.  Except  as set  forth in
Schedule 4.4, no consent,  approval or authorization of, or notice to, any other
person or entity,  including,  without limitation,  parties to loans, contracts,
leases or other  agreements,  is  required  in  connection  with the  execution,
delivery and  performance of this Agreement by MBHAI or MBS or the  consummation
by it of the transactions contemplated hereby.

         4.5 MBS Financial Statements.

         (a)  MBS  has  filed  all  forms,   reports,   statements,   schedules,
registration  statements and other  documents  required to be filed with the SEC
since January 1, 2000 (the "MBS SEC  Documents"),  each of which complied in all
material  respects with the applicable  requirements  of the Securities Act, and


                                       12
<PAGE>

the rules and regulations  promulgated  thereunder,  or the Exchange Act and the
rules and regulations promulgated  thereunder,  each as in effect on the date so
filed.  No  Subsidiary of MBS is required to file any form,  report,  statement,
schedule,  registration  statement  or other  document  with the SEC. No MBS SEC
Document,  when filed (or,  if amended or  superseded  by a filing  prior to the
Closing  Date, on the date of such filing)  contained any untrue  statement of a
material fact or omitted to state a material fact required to be stated  therein
or  necessary  in  order  to  make  the  statements  therein,  in  light  of the
circumstances under which they were made, not misleading.

         (b) Each of the audited and unaudited consolidated financial statements
of MBS (including  any related notes thereto)  included in the MBS SEC Documents
have been prepared in accordance with GAAP, applied on a consistent basis during
the relevant  periods  (except as may be disclosed  in the notes  thereto),  and
present fairly the consolidated  financial position and consolidated  results of
operations  and  changes  in cash  flows of MBS and its  Subsidiaries  as of the
respective dates or for the respective periods reflected therein, except, in the
case of the unaudited  interim  financial  statements,  for normal and recurring
year-end adjustments that are not material.

         (c) Except as set forth in Schedule  4.5(c) and on the balance sheet of
MBS as of March 31,  2003  included  in the MBS SEC  Documents  (the "MBS Latest
Balance  Sheet"),  or in the notes thereto,  MBS does not have any  liabilities,
debts, claims or obligations of any nature (whether accrued, absolute, direct or
indirect,  contingent or otherwise,  whether due or to become due), and there is
no  existing  condition  or set  of  circumstances  which  would  reasonably  be
expected, individually or in the aggregate, to result in such a liability.

         (d) MBHAI is a newly  formed  entity,  formed  for the  purpose  of the
Merger, and has no assets or liabilities of any kind whatsoever.

         4.6 Material  Adverse  Change.  Since June 30, 2003,  there has been no
change in the business,  property, condition (financial or otherwise) or results
of  operations  of MBS which  could  reasonably  be  expected to have a Material
Adverse Effect with respect to MBS.

         4.7 Taxes.  MBS has filed all United States federal tax returns and all
other tax  returns  which are  required  to be filed and have paid all taxes due
pursuant to said returns or pursuant to any assessment  received by MBS,  except
such  taxes,  if any,  as are  being  contested  in good  faith  and as to which
adequate  reserves have been provided on the MBS Latest  Balance Sheet and as to
which no Lien  exists.  No tax  liens  have been  filed and no claims  are being
asserted with respect to any such taxes.  The charges,  accruals and reserves on
the books of MBS in  respect  of any  taxes or other  governmental  charges  are
adequate. MBS is taxable as a "C" corporation for federal income tax purposes.

         4.8  Litigation  and  Contingent  Obligations.  There is no litigation,
arbitration,  governmental  investigation,  proceeding or inquiry pending or, to
best knowledge of any of its officers,  threatened against or affecting MBS. MBS
has no  contingent  obligations  not provided for or disclosed in the MBS Latest
Balance Sheet.



                                       13
<PAGE>

         4.9 Material Agreements. Schedule 4.9 lists all agreements,  contracts,
leases, licenses and other instruments to which MBS is a party.

         4.10  Compliance  With  Laws.  MBS has  complied  with  all  applicable
statutes, rules, regulations, orders and restrictions of any domestic or foreign
government or any instrumentality or agency thereof having jurisdiction over the
conduct of their  respective  businesses  or the  ownership of their  respective
Property  except for any failure to comply with any of the foregoing which could
not  reasonably  be expected to have a Material  Adverse  Effect with respect to
MBS.

         4.11 Operations. MBHAI has ever had any operations.

         4.12 Issuance of MBS Common Stock. The shares of MBS Common Stock to be
delivered to the  Stockholders  hereunder have been duly and validly  authorized
and when  issued in  accordance  with this  Agreement,  will be duly and validly
issued,  fully paid and nonassessable and will not have been issued in violation
of any statutory  preemptive  rights,  or any other  preemptive  right,  co-sale
right, right of first refusal or other similar right.

         4.13  Broker's  or  Finder's  Commissions.  No  broker's or finder's or
placement  fee or  commission  will be payable to any broker or agent engaged by
MBHAI,  MBS or any of its officers,  directors or agents or the MBS  Shareholder
with respect to the transactions contemplated by this Agreement.

                                   ARTICLE V
                                     CLOSING

         5.1 Closing.  The closing of the transactions  contemplated  under this
Agreement  (the  "Closing")  shall take place at the  offices of Jackson  Walker
L.L.P., 2435 N. Central Expressway,  Suite 600,  Richardson,  Texas, 75080 on or
before  November  30,  2003,  or such  other date as  mutually  agreed to by the
parties (the "Closing Date")

         5.2  MBHAI  and MBS  Conditions.  The  obligation  of MBHAI  and MBS to
consummate the transactions  contemplated under this Agreement is subject to the
satisfaction, prior to or at the Closing, of the following conditions:

         (a) Representations and Warranties.  The representations and warranties
of the Company and the  Stockholders  contained in Article III shall be true and
correct in all  material  respects  and the  covenants  and  agreements  of such
parties set forth in Article VI shall have been  complied  with at and as of the
Closing Date as though then made,  except to the extent of changes caused by the
transactions expressly contemplated herein.

         (b) Consents.  The Company and the Stockholders shall have received all
approvals  and  consents  required  under  its  loan  agreements,   leases,  and
indentures,  shareholders  agreements  or  other  debt  documents  or  contracts
necessary to consummate the transactions  contemplated herein, including without
limitation, those set forth on Schedule 3.4.

         (c)  Acquisition  of  EnvoiiHealthcare,  L.L.C.  The Company shall have
completed  the  acquisition  of  EnvoiiHealthcare,   L.L.C.,  a  Nevada  limited
liability company.



                                       14
<PAGE>

         (d) No  Injunctions.  There  shall be no  effective  injunction,  writ,
preliminary  restraining  order or any order of any nature  issued by a court of
competent jurisdiction prohibiting or imposing any condition on the consummation
of any of the transactions contemplated hereby.

         5.3 The Company and the Stockholders Conditions.  The obligation of the
Company and the Stockholders to consummate the transactions  contemplated  under
this Agreement is subject to the  satisfaction,  prior to or at the Closing,  of
the following conditions:

         (a) Representations and Warranties.  The representations and warranties
of MBHAI and MBS contained in Article IV hereof shall be true and correct in all
material  respects and the covenants and agreements of such parties set forth in
Article VI shall have been complied with at and as of the Closing Date as though
then made, except to the extent of changes caused by the transactions  expressly
contemplated herein.

         (b)  Consents.  The MBHAI and MBS shall have received all approvals and
consents   required  under  their  respective  loan  agreements,   leases,   and
indentures,  shareholders  agreements  or  other  debt  documents  or  contracts
necessary to consummate the transactions  contemplated  herein including without
limitation, those set forth on Schedule 4.4.

         (c) No  Injunctions.  There  shall be no  effective  injunction,  writ,
preliminary  restraining  order or any order of any nature  issued by a court of
competent jurisdiction prohibiting or imposing any condition on the consummation
of any of the transactions contemplated hereby.

         5.4 Closing Deliverables.

         (a) At the  Closing,  the Company  will have  delivered or caused to be
delivered to MBS all of the following in form and substance satisfactory to MBS:

                  (i)      a  certificate  of  the  secretary  of  the  Company,
                           certifying (A) that a true, correct and complete copy
                           of the  articles of  incorporation  of the Company is
                           attached,  and (B) that a true,  correct and complete
                           copy of the bylaws of the Company is attached;

                  (ii)     copies  of  the  resolutions   unanimously  and  duly
                           adopted  by  the   Company's   board  of   directors,
                           authorizing  the execution,  delivery and performance
                           by  the   Company   of   this   Agreement,   and  the
                           consummation   of  all  of  the  other   transactions
                           hereunder and thereunder, certified as of the Closing
                           Date by the secretary of the Company;

                  (iii)    a  certificate  dated as of the Closing  Date from an
                           officer  of  the   Company   and  from  each  of  the
                           Stockholders stating that the conditions specified in
                           Section  5.2 have been fully  satisfied  or waived by
                           the Company and the Stockholders, as applicable; and

                  (iv)     a certificate of good standing and existence form the
                           Secretary  of State  of the  State  of  Nevada,  of a
                           recent date, with respect to the Company.



                                       15
<PAGE>

                  (b)      At the Closing,  MBS will have delivered or caused to
                           be delivered to the Company and the Stockholders each
                           of the following in form and  substance  satisfactory
                           to the Company and the Stockholders:

                  (i)      copies  of  the  resolutions   unanimously  and  duly
                           adopted  by the  boards  of  directors  of MBS and of
                           MBHAI,   respectively,   authorizing  the  execution,
                           delivery  and  performance  by MBS and  MBHAI of this
                           Agreement,  and the  consummation of all of the other
                           transactions  hereunder and thereunder,  certified as
                           of the  Closing  Date  by the  secretary  of MBS  and
                           MBHAI, as applicable;

                  (ii)     a  certificate  dated as of the Closing  Date from an
                           officer  of each of MBHAI  and MBS  stating  that the
                           conditions  specified  in section 5.3 have been fully
                           satisfied or waived by MBHAI and MBS, as applicable;

                  (iii)    certificates  representing  an aggregate of 5,000,000
                           shares   of  MBS   Common   Stock,   issued   to  the
                           Stockholders in accordance with Section 2.5(a) above;
                           and

                  (iv)     a certificate of existence and good standing from the
                           Secretaries  of State  of the  States  of  Texas  and
                           Nevada,  each of a recent  date,  with respect to MBS
                           and MBHAI, as applicable.

                                   ARTICLE VI
                              PRE-CLOSING COVENANTS

         6.1 Covenants of MBS and MBHAI.  After the Effective Date and until the
earlier of (a) the Closing Date or (b) the  expiration  or  termination  of this
Agreement, unless the Company shall otherwise consent in writing:

         (a) Conduct of Business. MBS will carry on and conduct there respective
businesses in substantially the same manner as it is presently  conducted and do
all things  necessary  to remain duly  organized,  validly  existing and in good
standing  in  its  jurisdiction  of  organization  and  maintain  all  requisite
authority to conduct its business in each  jurisdiction in which its business is
conducted. MBHAI will not conduct any business of any kind whatsoever.

         (b)  Compliance  with Laws.  Each of MBS and MBHAI will comply with all
laws, rules,  regulations,  orders, writs,  judgments,  injunctions,  decrees or
awards to which it may be subject.

         6.2 Covenants of the Company.  After the  Effective  Date and until the
earlier of (a) the Closing Date, or (b) the  expiration or  termination  of this
Agreement, unless MBS shall otherwise consent in writing;

         (a)  Conduct of  Business.  the  Company  will carry on and conduct its
business in  substantially  the same manner as it is presently  conducted and do
all things necessary to remain duly incorporated or organized,  validly existing
and in good standing in its  jurisdiction of  incorporation  or organization an


                                       16
<PAGE>

maintain all requisite authority to conduct its business in each jurisdiction in
which  its  business  is  conducted.  Without  limiting  the  generality  of the
foregoing,  the Company will not: (i) declare,  pay or set aside for payment any
dividend or other distribution payable in cash, stock,  property or otherwise in
respect of its equity  ownership;  or directly or indirectly  redeem,  purchase,
repurchase  (except as  required to  consummate  the  transactions  contemplated
herein) or otherwise  acquire any the Company  Common Stock or any securities or
obligations  convertible  into or exchangeable for any of its the Company Common
Stock,  as the case may be;  (ii)(A)  incur or assume any debt or issue any debt
securities,  except under its existing  lines of credit,  but not  exceeding the
current credit limit under such lines of credit, (B) assume, guarantee,  endorse
or otherwise  become liable or responsible  (whether  directly,  contingently or
otherwise)  for the  obligations  of any  other  person,  (C) make any  loans or
advances to any person, other than with respect to extensions of credit to their
respective  customers in the ordinary  course of business  consistent  with past
practice,  or (D) mortgage or pledge any of its assets,  tangible or intangible,
or create any material Lien thereupon; (iii) enter into any lines of business or
otherwise commence operation of any business;  or (iv) take any action or agree,
in  writing or  otherwise,  to take any of the  foregoing  actions or any action
which would make any  representation or warranty in Article IV hereof materially
untrue or incorrect.

         (b) Compliance with Laws. The Company will comply with all laws, rules,
regulations,  orders, writs, judgments,  injunctions, decrees or awards to which
it may be subject.

         (c) Merger. Except as contemplated by this Agreement,  the Company will
not merge or consolidate with or into any other Person.

         (d) Dilution of  Ownership.  The Company will not consent to or approve
of the  issuance  of (i)  any  additional  stock,  securities  or  other  equity
securities or interests,  (ii) any  instrument  convertible  voluntarily  by the
Company or automatically  upon the occurrence or  non-occurrence of any event or
condition into, or exchangeable for, any such stock, securities or interests, or
(iii) any warrants,  options, contracts or other commitments entitling any third
party to purchase or otherwise acquire any such stock, securities or interests.

         6.3 Access.  From the  Effective  Date until the  Closing  Date (or the
termination of this  Agreement),  each party shall afford to the other party and
such other party's  representatives  reasonable  access,  upon reasonable notice
during  normal  business  hours,  to  all  its  properties,   books,  contracts,
commitments,  personnel  and  records and shall  furnish  promptly to such other
party all information  concerning its business,  properties and personnel as may
reasonably  be  requested.  All such  information  as may be  furnished by or on
behalf  of a party  to  another  party  or such  other  party's  representatives
pursuant to this Section 6.3 shall be and remain confidential.  No investigation
pursuant to this Section 6.3 shall affect any representation or warranty in this
Agreement of any party hereto or any condition to the obligations of the parties
hereto.

         6.4 Notification of Certain Matters.  Each of the Company,  MBHAI, MBS,
and the  Stockholders  shall  promptly  advise the other  parties  orally and in
writing of (a) any  representation  or  warranty  made by it  contained  in this
Agreement that is qualified as to materiality  becoming  untrue or inaccurate in
any  respect or any such  representation  or warranty  that is not so  qualified
becoming  untrue or inaccurate in any material  respect or (b) the failure by it
to comply with or satisfy in any  material  respect any  covenant,  condition or


                                       17
<PAGE>

agreement to be complied with or satisfied by it under this Agreement or (c) any
event or change or impending  occurrence  of any event or change of which it has
knowledge  and which  has  resulted,  or which,  insofar  as can  reasonably  be
foreseen,  is likely to result,  in any of the  conditions  to the  transactions
contemplated  hereby  set  forth in  Article V not  being  satisfied;  provided,
however, that no such notification shall affect the representations, warranties,
covenants or agreements of the parties or the  conditions to the  obligations of
the parties under this Agreement.

                                  ARTICLE VII
                 LIMITATION ON TRANSFER OF HOLDINGS COMMON STOCK

         7.1  Restriction  on  Transfer.  The shares of MBS  Common  Stock to be
issued  to the  Stockholders  in the  Merger  will not be  registered  under the
Securities Act on the Closing Date and may not be transferred, sold or otherwise
disposed of by any  Stockholder,  except  pursuant to an effective  registration
statement  under the Securities Act or in accordance  with an exemption from the
registration requirements of the Securities Act.

         7.2 Restrictive  Legend.  Each certificate  representing  shares of MBS
Common Stock issued by MBS to the  Stockholders  in accordance  with Section 2.5
shall bear the following legend:

         THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE HAVE NOT BEEN
         REGISTERED  UNDER THE  SECURITIES  ACT OF 1933 (THE "ACT") AND
         ARE  "RESTRICTED  SECURITIES"  AS THAT TERM IS DEFINED IN RULE
         144  UNDER  THE  ACT,  AND MAY  NOT BE  SOLD,  TRANSFERRED  OR
         OTHERWISE  DISPOSED  OF BY THE HOLDER  EXCEPT  PURSUANT  TO AN
         EFFECTIVE  REGISTRATION  STATEMENT  FILED  UNDER  THE ACT,  AS
         AMENDED, AND IN COMPLIANCE WITH APPLICABLE  SECURITIES LAWS OF
         ANY  STATE  WITH  RESPECT  THERETO  OR IN  ACCORDANCE  WITH AN
         OPINION OF COUNSEL IN FORM AND SUBSTANCE  SATISFACTORY  TO THE
         ISSUER THAT AN EXEMPTION FROM SUCH  REGISTRATION  IS AVAILABLE
         AND ALSO MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF
         BY  THE  HOLDER   WITHOUT   COMPLIANCE   WITH  THE  APPLICABLE
         SECURITIES AND EXCHANGE COMMISSION RULES AND REGULATIONS.

         7.3 Removal of Restrictive Legend. MBS agrees to remove such legend (or
any relevant  portion  thereof),  by prompt delivery of substitute  certificates
upon the request of the holder if at such time such legend (or portion  thereof)
is no longer  required  for purposes  of, or  applicable  pursuant to, the prior
provisions of this Article VIII.

                                  ARTICLE VIII
                          INDEMNIFICATION; TERMINATION

         8.1  Indemnification  by the  Stockholders.  Each  of the  Stockholders
hereby agrees to defend,  indemnify  and hold MBS and its  officers,  directors,
shareholders,    employees,    successors,   heirs,   assigns,   attorneys   and
representatives  harmless  against  all  losses,  claims,  damages,   penalties,
judgments, liabilities and expenses (including, without limitation, all expenses


                                       18
<PAGE>

of litigation or  preparation  therefor  whether or not MBS is a party  thereto)
which  MBS may pay or  incur  arising  out of or  relating  to a  breach  of any
representation,  warranty or covenant of the Company or the  Stockholders  under
this Agreement.  Notwithstanding  the foregoing,  a Stockholder's  obligation to
indemnify  MBS shall  only  apply to the  extent  (a) that the  Company  or such
Stockholder breached his representations, warranties or covenants (and not those
of any other Stockholder) and (b) of such Stockholder's Gross Proceeds.

         8.2  Indemnification  by MBS. MBS agrees to defend,  indemnify and hold
the Company and the  Stockholders,  and their  respective  officers,  directors,
shareholders,   members,   employees,   successors,   assigns,   attorneys   and
representatives  harmless  against  all  losses,  claims,  damages,   penalties,
judgments, liabilities and expenses (including, without limitation, all expenses
of  litigation  or  preparation  therefor  whether  or not  the  Company  or the
Stockholder is a party thereto) which the Company or the Stockholders may pay or
incur arising out of or relating to a breach of any representation,  warranty or
covenant of MBS under this Agreement.

         8.3 Survival of Representations and Warranties. The representations and
warranties  made by parties in this Agreement and in any certificate or schedule
furnished  hereunder  shall survive the  Effective  Time for a period of one (1)
year  thereafter.  None of the covenants or agreements in this  Agreement  shall
survive the Effective Time, except for those covenants and agreements  contained
herein or therein  that by their terms apply or are to be  performed in whole or
in part after the Effective Time,  including without  limitation,  the covenants
and agreements contained in Section 8.1 and 8.2 above.

         8.4 Termination. This Agreement may be terminated, and the transactions
contemplated hereby abandoned, prior to the Closing as follows:

         (a) by mutual written consent of all the parties;

         (b) by MBS or MBHAI in the event any of the  conditions  in Section 5.2
have not been satisfied on or before November 30, 2003 through no fault of MBHAI
or MBS; or

         (c) by the  Company in the event any of the  conditions  in Section 5.3
have not been satisfied on or before November 30, 2003,  through no fault of the
Company or any of the Stockholders;

         8.5 Effect of Termination.  If this Agreement is terminated pursuant to
Sections 8.4 all rights and obligations of the parties hereunder shall terminate
without liability of any party to any other party.

                                   ARTICLE IX
                               GENERAL PROVISIONS

         9.1 Headings. Section headings in this Agreement are for convenience of
reference only, and shall not govern the interpretation of any of the provisions
of this Agreement.

         9.2  Expenses.  Each of the  parties  shall  bear  their  own  expenses
(including  reasonable  attorneys'  fees and time charges of attorneys)  paid or


                                       19
<PAGE>

incurred  by  such  party  in  connection  with  the  preparation,  negotiation,
execution, delivery, review, amendment, modification, and administration of this
Agreement and the Merger.

         9.3 Entire  Agreement;  Assignment.  This  Agreement  and the  attached
Exhibits and Schedules  embodies the entire  agreement and  understanding  among
MBHAI,  MBS, the Company and the Stockholders and supersede all prior agreements
and  understandings  among such parties  relating to the subject matter thereof.
This  Agreement  may not be assigned  without the prior  written  consent of the
other parties.

         9.4 Benefits of this  Agreement.  This Agreement shall not be construed
so as to confer any right or benefit  upon any Person  other than the parties to
this Agreement and their respective successors and assigns.

         9.5 Amendment.  No amendment or modification to this Agreement shall be
effective, unless in writing and signed by all the parties.

         9.6  Severability.  Any provision in this  Agreement that is held to be
inoperative,  unenforceable,  or invalid in any  jurisdiction  shall, as to that
jurisdiction,  be inoperative,  unenforceable,  or invalid without affecting the
remaining provisions in that jurisdiction or the operation,  enforceability,  or
validity  of that  provision  in any  other  jurisdiction,  and to this  end the
provisions of this Agreement are declared to be severable.

         9.7 Notices.  All notices,  requests  and other  communications  to any
party  hereunder  shall  be  in  writing  (including  electronic   transmission,
facsimile  transmission or similar  writing) and shall be given to such party at
(a) its address or facsimile  number set forth on the signature  pages hereof or
(b) such other address or facsimile number as such party may hereafter  specify.
Each such notice, request or other communication shall be effective (i) if given
by facsimile transmission, when transmitted to the facsimile number specified in
this Section and confirmation of receipt is received,  (ii) if given by mail, 72
hours after such communication is deposited in the mail, certified or registered
with first class postage prepaid,  addressed as aforesaid,  or (iii) if given by
any other means,  when  delivered  (or, in the case of electronic  transmission,
received) at the address specified in this Section.

         9.8 Choice Of Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH
THE INTERNAL LAWS OF THE STATE OF NEVADA,  WITHOUT  REGARD TO ITS CHOICE OF LAWS
PROVISIONS.

         9.9 Venue.  THE  EXCLUSIVE  JURISDICTION  FOR ANY CLAIM OR  CONTROVERSY
ARISING OUT OF OR RELATING TO THIS  AGREEMENT  SHALL BE IN THE STATE AND FEDERAL
COURTS LOCATED IN DALLAS COUNTY,  TEXAS AND EACH PARTY HERETO IRREVOCABLY WAIVES
ANY  OBJECTION  IT MAY NOW OR  HEREAFTER  HAVE AS TO THE VENUE OF ANY SUCH SUIT,
ACTION  OR  PROCEEDING  BROUGHT  IN  SUCH A  COURT  OR  THAT  SUCH  COURT  IS AN
INCONVENIENT FORUM.

         9.10  Counterparts;  Facsimile.  This  Agreement may be executed in any
number  of  counterparts,  all of which  taken  together  shall  constitute  one
agreement,  and any of the parties  hereto may execute this Agreement by signing
any such counterpart.  This Agreement may be executed and delivered by facsimile
copy.



                                       20
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.

                                       MBH ACQUISITION, INC.


                                       By:______________________________________
                                       Name:  Scott A. Haire
                                       Title: President
                                       Address: 2225 Randol Mill Road, Suite 305
                                                Arlington, Texas 76001
                                       Fax:  ___________________________________




                                       MB SOFTWARE CORPORATION


                                       By:______________________________________
                                       Name:  Scott A. Haire
                                       Title: President
                                       Address: 2225 Randol Mill Road, Suite 305
                                                Arlington, Texas 76001
                                       Fax:  ___________________________________



                                       MB HOLDING CORPORATION


                                       By:______________________________________
                                       Name:  Scott A. Haire
                                       Title: President
                                       Address: 2225 Randol Mill Road, Suite 305
                                                Arlington, Texas 76001
                                       Fax:  ___________________________________






                                       21
<PAGE>

                                       STOCKHOLDERS:


                                       _________________________________________
                                       Scott A. Haire
                                       Address:_________________________________

                                       Fax:_____________________________________





                                       _________________________________________
                                       Araldo Cossutta
                                       Address:_________________________________

                                       Fax:_____________________________________






























                                       22
<PAGE>

                                    EXHIBIT A
                                    ---------

                                   DEFINITIONS



         As used in this Agreement:

         "Agreement" means this agreement,  as it may be amended or modified and
in effect from time to time.

         "Cash Compensation" is defined in Section 3.7(a).

         "Closing" is defined in Section 5.1.

         "Closing Date" is defined in Section 5.1.

         "Code" means the Internal Revenue Code of 1986, as amended, reformed or
otherwise modified from time to time.

         "Commitments" is defined in Section 3.10.

         "Company" is defined in the preamble to this Agreement.

         "Company Voting Debt" is defined in Section 3.2.

         "Company's Latest Balance Sheet" is defined in Section 3.5.

         "Compensation Plans" is defined in Section 3.7(b).

         "Constituent Companies" means the Company and MBHAI.

         "Effective Date" is defined in the preamble to this Agreement.

         "Effective  Time"  means the time at which the  Articles  of Merger are
filed with the Secretary of State of the State of Nevada, in accordance with the
NRS.

         "Employee Benefit Plan" is defined in Section 3.8(a).

         "Employee Policies and Procedures" is defined in Section 3.7(d).

         "Employment Agreement" is defined in Section 3.7(c).

         "Exchange  Act"  means the  Securities  and  Exchange  Act of 1934,  as
amended from time to time, and any rule and regulation issued thereunder.

         "Exhibit"  refers  to an  exhibit  to this  Agreement,  unless  another
document is specifically referenced.



                                      A-1

<PAGE>

         "GAAP" means generally accepted accounting principles as in effect from
time to time, applied in a consistent manner.

         "MBHAI" is defined in the preamble to this Agreement.

         "MBS" is defined in the preamble to this Agreement.

         "MBS  Common  Stock"  means  shares of MBS' common  stock,  $0.0001 par
value.

         "MBS Latest Balance Sheet" is defined in Section 4.5(c).

         "MBS SEC Documents" is defined in Section 4.5(a).

         "Lien"  means  any  lien  (statutory  or  other),   mortgage,   pledge,
hypothecation,  assignment,  deposit  arrangement,  encumbrance  or  preference,
priority or other security agreement or preferential  arrangement of any kind or
nature whatsoever  (including,  without limitation,  the interest of a vendor or
lessor under any conditional  sale,  capitalized  lease or other title retention
agreement).

         "Material  Adverse Effect" means,  with respect to a Person, a material
adverse  effect  on  (i)  the  business,   Property,   condition  (financial  or
otherwise),  or results of operations  of the Person taken as a whole,  (ii) the
ability of the Person to perform its obligations under this Agreement,  or (iii)
the validity or  enforceability  of this  Agreement or the rights or remedies of
hereunder.

         "Company  Common Stock" means the Interests of the  Stockholders in the
Company (with  "Interests"  being as defined in the  Regulations of the Company,
dated as of November 11, 2002, as amended).

         "Merger" is defined in the Recitals to this Agreement.

         "NRS" is defined in the Recitals to the Agreement.

         "Person" means any natural person,  corporation,  firm,  joint venture,
partnership, limited liability company, association,  enterprise, trust or other
entity or  organization,  or any  government  or  political  subdivision  or any
agency, department or instrumentality thereof.

         "Personal Property" is defined in Section 3.9.

         "Property"  of a  Person  means  any and all  property,  whether  real,
personal, tangible, intangible, or mixed, of such Person, or other assets owned,
leased or operated by such Person.

         "Property Rights" is defined in Section 3.13.

         "Real Property" is defined in Section 3.9.

         "SEC" means the Securities and Exchange Commission.

         "Securities Act" means the Securities Act of 1933, as amended from time
to time, and any rule and regulation issued thereunder.


                                      A-2
<PAGE>

         "Subsidiary" of a Person means (a) any corporation more than 50% of the
outstanding  securities  having ordinary voting power of which shall at the time
be owned or controlled, directly or indirectly, by such Person or by one or more
of its  Subsidiaries or by such Person and one or more of its  Subsidiaries,  or
(b) any partnership,  limited liability company,  association,  joint venture or
similar business  organization  more than 50% of the ownership  interests having
ordinary voting power of which shall at the time be so owned or controlled.

         "Substantial  Portion"  means,  with  respect  to the  Property  of the
Company,  Property which (a) represents more than 10% of the consolidated assets
of the Company as would be shown in the consolidated financial statements of the
Company as at the beginning of the twelve-month  period ending with the month in
which such determination is made, or (b) is responsible for more than 10% of the
consolidated  net sales or of the  consolidated  net  income of the  Company  as
reflected in the financial statements referred to in clause (a) above.

         "Surviving Company" is defined in Section 2.1.

         "Taxes"  means any and all  present or future  taxes,  duties,  levies,
imposts, deductions,  charges or withholdings,  and any and all liabilities with
respect to the foregoing, but excluding Excluded Taxes.

         "Voting Debt" is defined in Section 4.2.



























                                      A-3

<PAGE>

                                    EXHIBIT B
                                    ---------

                               ARTICLES OF MERGER

                             [See attached document]





























                                       B-1

<PAGE>

                                    EXHIBIT C
                                    ---------

                                 Exchange ratio





                          Shares of MB Holding
     Name                     Corporation             Shares of MBS Common Stock
     ----                     -----------             --------------------------

Scott A. Haire                    661                         3,305,000

Araldo Cossutta                   339                         1,695,000

                                  1000                        5,000,000
                                ========                    =============




























                                      C-1
<PAGE>

                                    SCHEDULES
                                    ---------





































                                      S-1

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>4
<FILENAME>mb8kex991111303.txt
<DESCRIPTION>PRESS RELEASE DATED NOVEMBER 13, 2003
<TEXT>

NEWS BULLETIN                                    RE:    MB Software Corporation
                                                        2225 E. Randol Mill Road
                                                        Suite 305
                                                        Arlington, Texas 76011
From:  MB Software Corporation
- --------------------------------------------------------------------------------
For Further Information:

AT THE COMPANY
Scott A. Haire                                             Lucy J. Singleton
Chief Executive Officer                                    Shareholder Relations
(817) 633-9400                                             (817) 633-9400

- --------------------------------------------------------------------------------
FOR IMMEDIATE RELEASE
- ---------------------
November 14, 2003
MB Software Corporation Announces Acquisition of MB Holding Corporation

ARLINGTON,  Texas-- (BUSINESS WIRE)--November 14, 2003 - MB Software Corporation
(OTC PK:  MBSB),  announced  today  that the  Company  has  acquired  MB Holding
Corporation through a merger transaction.

MB Holding Corporation,  through its wholly owned subsidiary, Envoii Healthcare,
LLC, has developed a system for  transmitting  electronic  documents in a secure
environment.  This  system is  targeted  toward the  privacy  and data  security
requirements  of  the  healthcare  industry  imposed  by  the  Health  Insurance
Portability and Accountability Act of 1996 (HIPPA).

Envoii  Healthcare's  initial  application  has  been  developed  for use in the
pharmacy field. This application utilizes a front-end platform designed around a
proprietary  operating  platform that enables  private  information  between the
end-user and the patient to be transferred  in a secure and encrypted  envelope,
only viewable to the parties for whom it was  originally  intended.  The Company
believes  that the  opportunity  for this type  application  extends  beyond the
initial  pharmacy  offering  and it will seek to develop  or partner  with other
companies  to bring this type  secure  data  transmission  to other areas of the
healthcare industry.

HIPPA requires the Department of Health and Human Services to establish national
standards for electronic  healthcare  transactions and national  identifiers for
providers,  health  plans and  employers.  It also  addresses  the  security and
privacy of health data. Adopting these standards will improve the efficiency and
effectiveness  of the nation's  healthcare  system by encouraging the widespread
use of electronic data interchange in healthcare.  Additional  information about
HIPPA can be found at www.cms.hhs.gov/hippa/hippa2/default.asp.

<PAGE>

About MB Software Corporation:
MB Software  Corporation (OTC PK:MBSB) is headquartered in Arlington,  Texas and
has most recently offered transaction based processing to merchants. The Company
is  currently   preparing  to  pursue  product  and  service   offerings  within
healthcare.

This document may contain  forward-looking  statements  concerning the Company's
operations,  current and future performance and financial condition. These items
involve  risks and  uncertainties  such as product  demand,  market and customer
acceptance, the effect of economic conditions, competition, pricing, the ability
to consummate  and  integrate  acquisitions,  and other risks and  uncertainties
detailed in the Company's SEC filings.  The Company undertakes not obligation to
revise any of these  statements  to  reflect  the  future  circumstances  or the
occurrence of unanticipated events.

Scott A. Haire, 817/633-9400
or Shareholder Relations:
Lucy J. Singleton, 817/633-9400





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