<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>5
<FILENAME>mbss1ex101041008.txt
<DESCRIPTION>STOCK PURCHASE AGREEMENT
<TEXT>

                                                                    Exhibit 10.1


                            STOCK PURCHASE AGREEMENT





     This Stock  Purchase  Agreement  (this  "Agreement")  is entered into as of
December 28, 2007, by and between MB Software  Corporation,  a Texas corporation
(the "Company") and Keystone Equity Partners ("Keystone").

                                   BACKGROUND:

     A. Keystone has or has acquired  approximately  $1,500,000  of  obligations
(the  "Debt")owed  by the Company to HEB,  L.L.C.,  a Nevada  limited  liability
company, and its affiliates.

     C.  Keystone  desires  to  exchange  the Debt  for  490.196  shares  of the
Company's Series A Convertible  Preferred Stock, $10.00 par value per share (the
"Series A Preferred Stock").

                                   AGREEMENTS

         In  consideration  of the  forgoing  and the  promises  and  agreements
contained herein, the parties hereby agree as follows:

          (a) Purchase and Sale of the Shares.  Keystone agrees to purchase from
the Company,  and the Company  agrees to sell and transfer to Keystone,  490.196
shares  (the  "Shares")  of  Series  A  Preferred  Stock  in  exchange  for  the
cancellation  of the Debt.  The closing of the  purchase  and sale of the Shares
shall be consummated on or before January 1, 2008.

     2. Keystone's  Representations.  Keystone hereby  represents,  warrants and
acknowledges and agrees with Keystone as follows:

          (a) Keystone  represents  and warrants to the Company that Keystone is
acquiring the Shares for its own account and for the purpose of  investment  and
not with a view to any  distribution  or resale and that in taking  unregistered
securities,  it must continue to bear the economic risk of its investment for an
indefinite  period of time  because of the fact that such  Shares  have not been
registered under the Act (defined below), or any state securities acts.

          (b) Keystone has received all  information  it considers  necessary or
advisable to make a decision  concerning the purchase of the Shares, and has had
an opportunity to review all documents relating to the Company that the Keystone
deems necessary in its decision to purchase the Shares.

          (c)  Keystone or  Keystone's  representative,  as the case may be, has
such  knowledge and experience in financial,  tax and business  matters so as to


<PAGE>

enable it to utilize the information  made available to Keystone to evaluate the
merits  and  risks  of an  investment  in the  Shares  and to make  an  informed
investment decision with respect thereto.

          (d)  Keystone  recognizes  that  investment  in  the  Shares  involves
substantial risks,  including loss of the entire amount of such investment,  has
taken full  cognizance of and understands all of the risks related to a purchase
of the Shares. Keystone further recognizes that no Federal or state agencies has
made any finding or  determination  as to the fairness of this investment or any
recommendations or endorsement of the Shares.

     3. Restrictions on Common Stock.

          (a)  Keystone  acknowledges  that the Shares have not been  registered
under the  Securities  Act of 1933,  as amended (the "Act"),  or any  applicable
state or other securities laws ("State Acts"). Keystone understands further that
in the absence of an effective  registration  statement,  the Shares can only be
sold pursuant to some exemption from registration,  such as Rule 144 of the Act.
Keystone  will not sell,  assign,  transfer or  otherwise  dispose of the Shares
unless  they  are  registered  under  the Act and any  applicable  State  Act or
pursuant to available exemptions from such registration.

          (b)  Keystone  acknowledges  that each  certificate  representing  the
Shares shall contain a legend substantially in the following form:

         THESE  SECURITIES HAVE NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF
         1933 (THE  "SECURITIES  ACT") OR UNDER APPLICABLE STATE SECURITIES LAWS
         AND MAY NOT BE  SOLD,  TRANSFERRED  OR  OTHERWISE  DISPOSED  OF  UNLESS
         REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES
         LAWS OR  PURSUANT  TO  AVAILABLE  EXEMPTIONS  FROM  SUCH  REGISTRATION,
         PROVIDED THAT THE HOLDER  DELIVERS TO THE COMPANY AN OPINION OF COUNSEL
         SATISFACTORY  TO  THE  COMPANY  CONFIRMING  THE  AVAILABILITY  OF  SUCH
         EXEMPTION.

     4. Understandings. The parties further acknowledge and agree as follows:

          (a) The Company  acknowledges  that the trading price of the Shares on
the OTCBB may rise as a result of  currently  planned  actions or  announcements
taken or made by the Company  subsequent  to the  execution  of this  Agreement.
Notwithstanding  the  foregoing,  in no event will the Company have any right to
terminate this Agreement, rescind the Company's obligation to sell the Shares to
Keystone hereunder,  or otherwise make any claim against Keystone as a result or
consequence of such rise in share price.

          (b) No person or entity acting on behalf,  or under the authority,  of
the Company is or will be entitled to any  broker's,  finder's or similar fee or
commission in connection with this Agreement.



                                       2
<PAGE>

          (c) The sale of the Shares  pursuant to this  Agreement is intended to
be exempt from  registration  under the securities laws of certain U.S.  States.
There can be no assurance  that  Keystone will be able to sell or dispose of the
Shares. It is understood that in order not to jeopardize the exempt status under
Section  4(2) of the Act,  any  transferee  may,  at a minimum,  be  required to
fulfill certain investor suitability requirements.

          (d) THE SHARES HAVE NOT BEEN  REGISTERED  UNDER THE  SECURITIES ACT OR
THE  SECURITIES  LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE ON
EXEMPTIONS  FROM THE  REGISTRATION  REQUIREMENTS  OF THE SECURITIES ACT AND SUCH
LAWS.  THE SHARES HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE  SECURITIES AND
EXCHANGE  COMMISSION,  ANY  STATE  SECURITIES  COMMISSION  OR  OTHER  REGULATORY
AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE
MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

THESE SHARES ARE SUBJECT TO RESTRICTIONS ON  TRANSFERABILITY  AND RESALE AND MAY
NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED  UNDER THE SECURITIES  ACT, AND
APPLICABLE  STATE  SECURITIES  LAWS,   PURSUANT  TO  REGISTRATION  OR  EXEMPTION
THEREFROM.  INVESTORS  SHOULD  BE AWARE  THAT THEY MAY BE  REQUIRED  TO BEAR THE
FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

THE SHARES HAVE NOT BEEN REGISTERED  UNDER  APPLICABLE  SECURITIES LAWS OF TEXAS
AND  THEREFORE  CANNOT BE RESOLD OR  TRANSFERRED  UNLESS  THEY ARE  SUBSEQUENTLY
REGISTERED OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE.

     5. Miscellaneous.

          (a) Except as set forth elsewhere  herein,  any notice or demand to be
given or served in connection  herewith shall be deemed to be sufficiently given
or served for all purposes by being sent as registered or certified mail, return
receipt requested,  postage prepaid, in the case of the Company, addressed to it
at the address set forth below:

         If to Keystone:            Keystone Equity Partners
                                    5125 Stephanie Drive
                                    Fort Worth, Texas 76117

         If to the Company:         MB Software Corporation
                                    777 Main Street, Suite 3100
                                    Fort Worth, Texas 76102



                                       3
<PAGE>


Either party may change its address for notices under this  Agreement by written
notice  to the  other  party of such new  address,  delivered  pursuant  to this
Section 5(a).

          (b) This  Agreement  shall be enforced,  governed and construed in all
respects in accordance with the laws of the State of Texas, and shall be binding
upon the Company, the Company's heirs, estate, legal representatives, successors
and assigns and shall inure to the benefit of the Company and its successors and
assigns.  If any provision of this Agreement is invalid or  unenforceable  under
any  applicable  statute  or rule of law,  then such  provision  shall be deemed
inoperative to the extent that it may conflict  therewith and shall be deemed to
be modified to conform with such statute or rule of law.  Any  provision  hereof
that may prove  invalid  or  unenforceable  under any law shall not  affect  the
validity or enforceability of any other provision hereof.

          (c) In any action,  proceeding or counterclaim  brought to enforce any
of the provisions of this Agreement or to recover damages, costs and expenses in
connection  with any breach of the  Agreement,  the  prevailing  party  shall be
entitled  to be  reimbursed  by the  opposing  party  for all of the  prevailing
party's  attorneys' fees,  costs and other  out-of-pocket  expenses  incurred in
connection with such action, proceeding or counterclaim.

          (d) This Agreement  constitutes the entire agreement among the parties
hereto with respect to the subject  matter  hereof.  There are no  restrictions,
promises,  warranties or undertakings,  other than those set forth herein.  This
Agreement  supersedes all prior agreements and understandings  among the parties
hereto with respect to the subject matter hereof.

     The Parties  hereto have executed this Asset  Purchase  Agreement as of the
date first above written.

KEYSTONE EQUITY PARTNERS                    MB SOFTWARE CORPORATION





By: /s/ Thomas B. Blanton                   By: /s/ Scott Haire
    ---------------------                       ---------------
Name: Thomas B. Blanton                     Name: Scott Haire, President
Title: President





</TEXT>
</DOCUMENT>
