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<SEC-DOCUMENT>0001010549-08-000044.txt : 20080123
<SEC-HEADER>0001010549-08-000044.hdr.sgml : 20080123
<ACCEPTANCE-DATETIME>20080123093429
ACCESSION NUMBER:		0001010549-08-000044
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		7
CONFORMED PERIOD OF REPORT:	20080111
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Unregistered Sales of Equity Securities
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20080123
DATE AS OF CHANGE:		20080123

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			MB SOFTWARE CORP
		CENTRAL INDEX KEY:			0000714256
		STANDARD INDUSTRIAL CLASSIFICATION:	ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842]
		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:		08543498

	BUSINESS ADDRESS:	
		STREET 1:		777 MAIN STREET
		STREET 2:		SUITE 3100
		CITY:			FORT WORTH
		STATE:			TX
		ZIP:			76102
		BUSINESS PHONE:		8173497020

	MAIL ADDRESS:	
		STREET 1:		777 MAIN STREET
		STREET 2:		SUITE 3100
		CITY:			FORT WORTH
		STATE:			TX
		ZIP:			76102

	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>mbsc8k012208.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): January 11, 2008
                                                         ----------------


                             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.)



              777 Main Street, Suite 3100, Fort Worth, Texas 76102
        --------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)



Registrant's telephone number, including area code            817-820-7080
                                                     -------------------------

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

[_]  Written  communications  pursuant to Rule 425 under the  Securities Act (17
     CFR 230.425)

[_]  Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

[_]  Pre-commencement   communications  pursuant  to  Rule  14d-2(b)  under  the
     Exchange Act (17 CFR 240.14d-2(b))

[_]  Pre-commencement   communications  pursuant  to  Rule  13e-4(c)  under  the
     Exchange Act (17 CFR 240.13e-4(c))


<PAGE>


Item 1.01 Entry into a Material Definitive Agreement

     Effective  January  11,  2008,  pursuant  to the  terms of a Note  Purchase
Agreement,  MB Software Corporation (the "Company") issued and sold to T Squared
Investments LLC (the "Investor") a convertible  promissory note in the principal
amount of  $700,000  (the  "Note").  The  Company  also  issued  and sold to the
Investor 86,207 shares of its common stock,  par value $0.001 per share ("Common
Stock"),  and warrants to purchase an  aggregate  of 1,500,000  shares of Common
Stock ("Warrants"),  at a cash purchase price of $50,000,  pursuant to the terms
of a Common Stock Purchase Agreement.

     The Note bears  interest at the rate of eight  percent  per annum,  payable
monthly.  The Note  initially  converts into  1,206,897  shares,  subject to the
adjustments to the conversion price described below;  provided that the Investor
shall not be entitled to convert the Note into shares of Common Stock that would
result in beneficial  ownership by the Investor and its  affiliates of more than
4.9% of the then outstanding  number of shares of Common Stock on such date. The
conversion  price of the Note shall  automatically  be adjusted if the Company's
pre-tax earnings fall below certain thresholds.  Specifically,  if the Company's
pre-tax earnings are between $0.093 and $0.046 per share as reported for the six
months ended June 30, 2008, the conversion  price of the Note shall be decreased
proportionally by 0% if the pre-tax earnings are $0.093 per share or greater and
by 50% if the  pre-tax  earnings  are  $0.046  per share.  In  addition,  if the
Company's  pre-tax  earnings are between $0.204 and $0.102 per share as reported
for the year ended December 31, 2008, the conversion  price of the Note shall be
decreased  proportionally  by 0% if the pre-tax earnings are $0.204 per share or
greater and by 50% if the pre-tax  earnings  are $0.102 per share.  In no event,
however,  shall the  aforementioned  conversion price adjustments be made if the
price of the  Common  Stock  has  not,  during  the  three  months  prior to the
aforementioned measurement dates, been below $3.00 per share for any consecutive
20 day period.  The  conversion  price of the Note shall also be adjusted if the
Company  subsequently  issues equity at a price per share below the then current
conversion price of the Note.

     The  Warrants are  exercisable  at any time and expire on January 11, 2013.
The Warrants are  exercisable  at $1.00 per share with respect to 500,000 shares
of Common Stock,  and $1.25 per share with respect to 1,000,000 shares of Common
Stock.  The  exercise  price  automatically  adjusts  if the  Company's  pre-tax
earnings fall below certain thresholds,  on the same basis as adjustments to the
conversion  price of the Note  described  above.  The  Warrants  also contain an
automatic  exercise  feature that is triggered  if the volume  weighted  average
market price of the Common Stock is equal to or greater than $3.00 per share for
a period  of 20  consecutive  days and if  there  is an  effective  registration
statement for the shares underlying the Warrants.

     The Common Stock Purchase Agreement contains  restrictions on the Company's
ability to issue  additional  debt and preferred stock and provides the Investor
with a right of first  refusal  with  respect to any  subsequent  funding of the
Company.  The Common Stock Purchase  Agreement also restricts the ability of the
Company's  officers and directors to sell shares of Common Stock for a period of
three years.



                                       2
<PAGE>

     In connection  with the  transactions  described  above,  HEB LLC, a Nevada
limited liability company and majority shareholder of the Company, issued to the
Investor  options to purchase an aggregate of 1,200,000  shares of the Company's
Common Stock  ("Options").  These  Options may be exercised at any time prior to
the  expiration  of the date that is the  later of (a) 36 months  from the grant
date,  or (b) 24  months  from the  effectiveness  of a  registration  statement
covering the resale of the shares  underlying the option.  The exercise price of
the Options is (1) $300,000  with respect to 300,000  shares;  (2) $450,000 with
respect to 300,000 shares;  (3) $600,000 with respect to 300,000 shares; and (4)
$750,000 with respect to 300,000 shares.

     We have agreed to file a registration  statement covering the resale of all
shares of Common Stock sold,  to be issued upon  conversion of the Notes and the
exercise of the Warrants and Options.

     The descriptions of the aforementioned  transactions are qualified in their
entirety by reference to copies of the applicable  agreements  filed as exhibits
to this Form 8-K and incorporated herein by this reference.

Item 3.02 Unregistered Sales of Equity Securities.

     See Item 1.01

Item 9.01 Financial Statements and Exhibits

(d)      Exhibits

Exhibit Number    Description

         10.1       Common  Stock  Purchase  Agreement,  dated as of January 11,
                    2008, by and between MB Software  Corporation  and T Squared
                    Investments LLC.

         10.2       Note  Purchase  Agreement,  dated as of January 11, 2008, by
                    and   between  MB   Software   Corporation   and  T  Squared
                    Investments LLC.

         10.3       Common Stock  Purchase  Warrant "A," dated as of January 11,
                    2008.

         10.4       Common Stock  Purchase  Warrant "B," dated as of January 11,
                    2008.

         10.5       Registration   Rights   Agreement   Common  Stock   Purchase
                    Agreement,  dated as of January 11, 2008,  by and between MB
                    Software Corporation and T Squared Investments LLC.



                                       3
<PAGE>


         10.6       Option Purchase Agreement,  dated as of January 11, 2008, by
                    and between HEB LLC and T Squared Investments LLC.


                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                                        MB Software Corporation
Date:  January 21, 2008
                                          /s/Scott A. Haire
                                        --------------------------------------
                                        Scott A. Haire, Chairman of the Board,
                                        Chief Executive Officer
                                        And President
                                        (Principal Financial Officer)


























                                       4
<PAGE>


                                INDEX TO EXHIBITS



Exhibit Number    Description

         10.1       Common  Stock  Purchase  Agreement,  dated as of January 11,
                    2008, by and between MB Software  Corporation  and T Squared
                    Investments LLC.

         10.2       Note  Purchase  Agreement,  dated as of January 11, 2008, by
                    and   between  MB   Software   Corporation   and  T  Squared
                    Investments LLC.

         10.3       Common Stock  Purchase  Warrant "A," dated as of January 11,
                    2008.

         10.4       Common Stock  Purchase  Warrant "B," dated as of January 11,
                    2008.

         10.5       Registration   Rights   Agreement   Common  Stock   Purchase
                    Agreement,  dated as of January 11, 2008,  by and between MB
                    Software Corporation and T Squared Investments LLC.












                                       5
<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>mbsc8kex101012208.txt
<TEXT>

                                                                    EXHIBIT 10.1










                         COMMON STOCK PURCHASE AGREEMENT

                                     BETWEEN

                             MB SOFTWARE CORPORATION

                                       AND

                            T SQUARED INVESTMENTS LLC


                                      DATED

                               January 11th, 2008





















                     COMMON STOCK PURCHASE AGREEMENT BETWEEN
              MB SOFTWARE CORPORATION AND T SQUARED INVESTMENTS LLC
                                  PAGE 1 OF 30


<PAGE>


                         COMMON STOCK PURCHASE AGREEMENT
                         -------------------------------

     This COMMON STOCK PURCHASE  AGREEMENT (the "Agreement") is made and entered
into as of the 11 th day of January,  2008 (the  "Effective  Date"),  between MB
Software Corporation, a corporation organized and existing under the laws of the
State of Texas  ("MBSB"  or the  "Company")  and T Squared  Investments  LLC,  a
Delaware limited liability company, ("T Squared Investments" or "Investor").


                             PRELIMINARY STATEMENT:
                             ----------------------


     WHEREAS,  the Investor wishes to purchase from the Company,  upon the terms
and subject to the conditions of this Agreement, Eighty Six Thousand Two Hundred
and Seven (86,207)  shares of common stock of the Company for the Purchase Price
set forth in Section 1.3.12 hereof.  In addition,  the Company will issue to the
Investor two Common Stock Purchase  Warrants (the  "Warrants") to purchase up to
an additional  One Million Five Hundred  Thousand  (1,500,000)  shares of common
stock of the Company at exercise prices as stated in the Warrants; and

     WHEREAS,  the parties intend to  memorialize  the purchase and sale of such
Common Stock and the Warrants.

     NOW,  THEREFORE,  in  consideration  of the mutual  covenants  and premises
contained herein, and for other good and valuable consideration, the receipt and
adequacy of which are hereby  conclusively  acknowledged,  the  parties  hereto,
intending to be legally bound, agree as follows:
























                     COMMON STOCK PURCHASE AGREEMENT BETWEEN
              MB SOFTWARE CORPORATION AND T SQUARED INVESTMENTS LLC
                                  PAGE 2 OF 30


<PAGE>

                                    ARTICLE I

             INCORPORATION BY REFERENCE, SUPERSEDER AND DEFINITIONS
             ------------------------------------------------------

1.1  Incorporation  by Reference.  The  foregoing  recitals and the Exhibits and
Schedules attached hereto and referred to herein, are hereby  acknowledged to be
true and accurate, and are incorporated herein by this reference.

1.2 Superseder.  This Agreement,  to the extent that it is inconsistent with any
other instrument or understanding among the parties governing the affairs of the
Company,  shall supersede such instrument or understanding to the fullest extent
permitted  by law.  A copy of this  Agreement  shall be  filed at the  Company's
principal office.

1.3  Certain  Definitions.   For  purposes  of  this  Agreement,  the  following
capitalized terms shall have the following  meanings (all capitalized terms used
in this Agreement that are not defined in this Article 1 shall have the meanings
set forth elsewhere in this Agreement):

     1.3.1 "1933 Act" means the Securities Act of 1933, as amended.


     1.3.2 "1934 Act" means the Securities Exchange Act of 1934, as amended.


     1.3.3 "Affiliate" means a Person or Persons directly or indirectly, through
one or more intermediaries,  controlling,  controlled by or under common control
with the Person(s) in question.  The term  "control," as used in the immediately
preceding sentence,  means, with respect to a Person that is a corporation,  the
right to the exercise,  directly or  indirectly,  of more than 50 percent of the
voting rights  attributable  to the shares of such controlled  corporation  and,
with respect to a Person that is not a corporation, the possession,  directly or
indirectly,  of the power to direct or cause the direction of the  management or
policies of such controlled Person.

     1.3.4 "Articles" means the Certificate of Incorporation of the Company,  as
the same may be amended from time to time.

     1.3.5 "Closing" shall mean the Closing of the transactions  contemplated by
this Agreement on the Closing Date.

     1.3.6 [Reserved]

     1.3.7 "Common Stock" means shares of common stock of the Company, par value
$0.001 per share.

     1.3.8 "Exempt Issuance" means the issuance of (a) shares of Common Stock or
options to  employees,  officers,  or directors  of the Company  pursuant to any
stock or option plan duly adopted by a majority of the  non-employee  members of
the  Board of  Directors  of the  Company  or a  majority  of the  members  of a
committee of non-employee directors established for


                     COMMON STOCK PURCHASE AGREEMENT BETWEEN
              MB SOFTWARE CORPORATION AND T SQUARED INVESTMENTS LLC
                                  PAGE 3 OF 30


<PAGE>

such  purpose,  (b)  securities  upon  the  exercise  of or  conversion  of  any
securities  currently  issued  and  outstanding  or  issued  hereunder,  and (c)
securities issued pursuant to acquisitions or strategic  transactions,  provided
any such  issuance  shall only be to a Person  which is,  itself or through  its
subsidiaries,  an operating company in a business  synergistic with the business
of the  Company and in which the  Company  receives  benefits in addition to the
investment of funds, but shall not include a transaction in which the Company is
issuing securities  primarily for the purpose of raising capital or to an entity
whose primary business is investing in securities.

     1.3.9  "Material  Adverse  Effect"  shall  mean any  adverse  effect on the
business,  operations,  properties or financial condition of the Company that is
material and adverse to the Company and its subsidiaries  and affiliates,  taken
as a whole and/or any condition,  circumstance, or situation that would prohibit
or otherwise materially interfere with the ability of the Company to perform any
of its material  obligations  under this  Agreement or the  Registration  Rights
Agreement or to perform its obligations under any other material agreement.

     1.3.10 "Texas Act" means the Texas Business Corporation Act, as amended.

     1.3.11 "Person" means an individual,  partnership,  firm, limited liability
company,  trust,  joint venture,  association,  corporation,  or any other legal
entity.

     1.3.12 "Purchase Price" means the Fifty Thousand  ($50,000) Dollars paid by
the Investor to the Company for the Common Stock and the Warrants.

     1.3.13  "Registration  Rights Agreement" shall mean the registration rights
agreement between the Investor and the Company attached hereto as Exhibit A.

     1.3.14 "Registration Statement" shall mean the registration statement under
the 1933 Act to be filed with the  Securities  and Exchange  Commission  for the
registration  of the  Shares  pursuant  to  the  Registration  Rights  Agreement
attached hereto as Exhibit A.

     1.3.15 "SEC" means the Securities and Exchange Commission.

     1.3.16 "SEC Documents"  shall mean the Company's latest Form 10-K or 10-KSB
as of the time in question,  all Forms 10-Q or 10-QSB and 8-K filed  thereafter,
and the Proxy  Statement  for its latest  fiscal year as of the time in question
until such time as the  Company  no longer has an  obligation  to  maintain  the
effectiveness  of a  Registration  Statement  as set  forth in the  Registration
Rights Agreement.

     1.3.17 "Shares" shall mean, collectively, the shares of Common Stock of the
Company and those shares of Common Stock  issuable to the Investor upon exercise
of the Warrants.

     1.3.18  "Subsequent  Financing" shall mean any offer and sale of any equity
security or debt that is initially convertible into shares of Common Stock.




                     COMMON STOCK PURCHASE AGREEMENT BETWEEN
              MB SOFTWARE CORPORATION AND T SQUARED INVESTMENTS LLC
                                  PAGE 4 OF 30


<PAGE>


     1.3.19 "Transaction Documents" shall mean this Agreement, all Schedules and
Exhibits  attached hereto and all other documents and instruments to be executed
and  delivered  by  the  parties  in  order  to  consummate   the   transactions
contemplated  hereby,  including,  but not  limited to the  documents  listed in
Sections 3.2 and 3.3 hereof.

     1.3.20 "Warrants" shall mean the Common Stock Purchase Warrants in the form
attached hereto Exhibit B.


































                     COMMON STOCK PURCHASE AGREEMENT BETWEEN
              MB SOFTWARE CORPORATION AND T SQUARED INVESTMENTS LLC
                                  PAGE 5 OF 30


<PAGE>


                                   ARTICLE II

             SALE AND PURCHASE OF COMPANY COMMON STOCK AND WARRANTS
                                 PURCHASE PRICE

2.1  Sale of Common Stock and Issuance of Warrants.

     (a) Upon the terms and subject to the conditions  set forth herein,  and in
accordance with  applicable  law, the Company hereby sells to the Investor,  and
the Investor hereby  purchases from the Company,  on the Closing Date Eighty Six
Thousand Two Hundred and Seven (86,207)  shares of Common Stock and the Warrants
for the price (the "Purchase Price") of Fifty Thousand  ($50,000)  Dollars.  The
Purchase  Price shall be paid by the  Investor  to the Company on the  Effective
Date by a wire transfer or check of the Purchase Price.  The Company shall cause
the Common Stock and the  Warrants to be issued to the Investor  upon receipt of
the wire by the Company.  The Company shall  register the shares of Common Stock
and the shares underlying the Warrants pursuant to the terms and conditions of a
Registration Rights Agreement attached hereto as Exhibit A.

     (b) Upon execution and delivery of this Agreement and the Company's receipt
of the Purchase  Price,  the Company  shall issue to the Investor the Warrant to
purchase an aggregate of One Million Five Hundred Thousand (1,500,000) shares of
Common Stock at exercise  prices as stated in the Warrants,  all pursuant to the
terms and  conditions  of the form of  Warrants  attached  hereto as  Exhibit B;
provided,  however,  that the  Investor  shall not be entitled  to exercise  the
Warrants  and receive  shares of Common  Stock that would  result in  beneficial
ownership  by the  Investor  and its  affiliates  of more  than 4.9% of the then
outstanding  number of shares of Common Stock on such date.  For the purposes of
the immediately preceding sentence,  beneficial ownership shall be determined in
accordance  with  Section  13(d) of the  Securities  Exchange  Act of  1934,  as
amended, and Regulation 13d-3 thereunder.

2.2 Purchase Price. The Purchase Price shall be delivered by the Investor in the
form of a check or wire  transfer  made payable to the Company in United  States
Dollars from the Investor to the Company on the Closing Date.















                     COMMON STOCK PURCHASE AGREEMENT BETWEEN
              MB SOFTWARE CORPORATION AND T SQUARED INVESTMENTS LLC
                                  PAGE 6 OF 30


<PAGE>


                                   ARTICLE III

                     CLOSING DATE AND DELIVERIES AT CLOSING

3.1 Closing. The closing of the transactions contemplated by this Agreement (the
"Closing"),  shall  occur  upon  complete  execution  of this  Agreement  by the
parties.

 3.2 Deliveries by the Company. In addition to and without limiting any other
provision of this Agreement, on or prior to the Effective Date, the Company
shall deliver, or cause to be delivered the following:

     (a)  An executed Agreement with all exhibits and schedules attached hereto;
     (b)  At or  prior  to  Closing,  an  executed  Warrant  in the  name of the
          Investor in the form attached hereto as Exhibit B;
     (c)  The executed Registration Rights Agreement;
     (d)  Evidence of approval of the Board of  Directors  of the Company of the
          Transaction Documents and the transactions contemplated hereby;
     (e)  Certificates  of Existence  or  Authority to Transact  Business of the
          Company issued by each of the Secretaries of State for Texas;
     (f)  An opinion  from the  Company's  counsel  concerning  the  Transaction
          Documents  and  the  transactions  contemplated  hereby  in  form  and
          substance reasonably acceptable to Investor;
     (g)  Stock Certificate in the name of Investor evidencing the Common Stock.
     (h)  Certifications in form and substance acceptable to the Company and the
          Investor  from  any  and  all  brokers  or  agents   involved  in  the
          transactions  contemplated  hereby as to the amount of  commission  or
          compensation  payable  to such  broker  or agent  as a  result  of the
          consummation  of the  transactions  contemplated  hereby  and from the
          Company or Investor,  as  appropriate,  to the effect that  reasonable
          reserves for any other commissions or compensation that may be claimed
          by any broker or agent have been set aside;
     (i)  Copies of all current executive employment agreements;
     (j)  All past and present  financing  documentation or other  documentation
          where stock could potentially be issued or issued as payment;
     (k)  All past and present litigation  documents and historical  financials;
          and
     (1)  Such other documents or certificates as shall be reasonably  requested
          by Investor or its counsel.

3.3  Deliveries  by  Investor.  In addition to and  without  limiting  any other
provision  of this  Agreement,  the Investor  agrees to deliver,  or cause to be
delivered, the following:

     (a)  The Purchase Price, paid in accordance with Section 2.2;
     (b)  The  executed  Agreement  with all  Exhibits  and  Schedules  attached
          hereto;
     (c)  The executed Registration Rights Agreement; and


                     COMMON STOCK PURCHASE AGREEMENT BETWEEN
              MB SOFTWARE CORPORATION AND T SQUARED INVESTMENTS LLC
                                  PAGE 7 OF 30


<PAGE>


     (d)  Such other documents or certificates as shall be reasonably  requested
          by the Company or its counsel.

In the event any document  provided to the other party in Paragraphs 3.2 and 3.3
herein are provided by facsimile,  the party shall forward an original  document
to the other party within seven (7) business days.

3.4 Further Assurances.  The Company and the Investor shall, upon request, on or
after the Closing Date,  cooperate  with each other  (specifically,  the Company
shall  cooperate with the Investor,  and the Investor  shall  cooperate with the
Company) by furnishing any additional information,  executing and delivering any
additional  documents and/or other instruments and doing any and all such things
as may be  reasonably  required by the parties or their counsel to consummate or
otherwise implement the transactions contemplated by this Agreement.

3.5 Waiver.  The  Investor may waive any of the  requirements  of Section 3.2 of
this  Agreement,  and  the  Company  at  its  discretion  may  waive  any of the
provisions of Section 3.3 of this Agreement.
































                     COMMON STOCK PURCHASE AGREEMENT BETWEEN
              MB SOFTWARE CORPORATION AND T SQUARED INVESTMENTS LLC
                                  PAGE 8 OF 30


<PAGE>


                                   ARTICLE IV

                        REPRESENTATIONS AND WARRANTIES OF
                                     COMPANY

     The Company  represents  and warrants to the Investor as of the date hereof
and as of Closing  (which  warranties  and  representations  shall  survive  the
Closing  regardless  of  what  examinations,   inspections,   audits  and  other
investigations  the Investor has heretofore  made or may  hereinafter  make with
respect to such warranties and representations) as follows:

4.1 Organization and Qualification. The Company is a corporation duly organized,
validly  existing and in good standing under the laws of the State of Texas, and
has the requisite  corporate  power and authority to own,  lease and operate its
properties and to carry on its business as it is now being conducted and is duly
qualified  to do business in any other  jurisdiction  by virtue of the nature of
the  businesses  conducted by it or the ownership or leasing of its  properties,
except where the failure to be so qualified  will not, when taken  together with
all other  such  failures,  have a  Material  Adverse  Effect  on the  business,
operations,  properties,  assets, financial condition or results of operation of
the Company and its subsidiaries taken as a whole.

4.2 Articles of  Incorporation  and By-Laws.  The complete and correct copies of
the  Company's  Articles and By-Laws,  as amended or restated to date which have
been  filed with the  Securities  and  Exchange  Commission  are a complete  and
correct  copy of such  document  as in effect on the date  hereof  and as of the
Closing Date.

4.3 Capitalization.

     4.3.1 The  authorized and  outstanding  capital stock of the Company is set
forth in The Company's Annual Report on Form I0-KSB, filed on December 3rd, 2007
with the  Securities  and Exchange  Commission and updated on all subsequent SEC
Documents. All shares of capital stock have been duly authorized and are validly
issued, and are fully paid and no assessable, and free of preemptive rights.

     4.3.2 Except  pursuant to this  Agreement  and as set forth in Schedule 4.3
hereto, and as set forth in the Company's SEC Documents,  filed with the SEC, as
of the date hereof and as of the  Closing  Date,  there are not now  outstanding
options,  warrants,  rights  to  subscribe  for,  calls  or  commitments  of any
character  whatsoever  relating to, or securities or rights  convertible into or
exchangeable  for,  shares  of any class of  capital  stock of the  Company,  or
agreements,  understandings  or arrangements to which the Company is a party, or
by which the  Company  is or may be  bound,  to issue  additional  shares of its
capital stock or options,  warrants,  scrip or rights to subscribe for, calls or
commitment  of any  character  whatsoever  relating to, or  securities or rights
convertible  into or  exchangeable  for,  any shares of any class of its capital
stock.  The Company  agrees to inform the Investors in writing of any additional
warrants granted prior to the Closing Date.



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     4.3.3 The Company on the Closing Date (i) will have full right,  power, and
authority  to sell,  assign,  transfer,  and  deliver,  by reason of record  and
beneficial  ownership,  to the  Investor,  the  Common  Stock  sold to  Investor
pursuant  to this  Agreement,  free and  clear of all  liens,  charges,  claims,
options,  pledges,  restrictions,  and  encumbrances  whatsoever;  and (ii) upon
exercise of the Warrants, the Investor will acquire good and marketable title to
such Shares, free and clear of all liens,  charges,  claims,  options,  pledges,
restrictions,  and encumbrances whatsoever, except as otherwise provided in this
Agreement as to the  limitation  on the voting  rights of such Shares in certain
circumstances.

4.4 Authority.  The Company has all requisite  corporate  power and authority to
execute and deliver this  Agreement,  the Common  Stock,  and the  Warrants,  to
perform  its  obligations   hereunder  and  thereunder  and  to  consummate  the
transactions contemplated hereby and thereby. The execution and delivery of this
Agreement by the Company and the consummation of the  transactions  contemplated
hereby have been duly authorized by all necessary  corporate action and no other
corporate  proceedings on the part of the Company is necessary to authorize this
Agreement  or to  consummate  the  transactions  contemplated  hereby  except as
disclosed in this Agreement. This Agreement has been duly executed and delivered
by the Company and  constitutes the legal,  valid and binding  obligation of the
Company, enforceable against the Company in accordance with its terms.

4.5 No Conflict;  Required  Filings and Consents.  The execution and delivery of
this  Agreement by the Company does not, and the  performance  by the Company of
their  respective  obligations  hereunder will not: (i) conflict with or violate
the Articles or By-Laws of the Company;  (ii) conflict  with,  breach or violate
any federal, state, foreign or local law, statute,  ordinance, rule, regulation,
order,  judgment  or decree  (collectively,  "Laws") in effect as of the date of
this Agreement and applicable to the Company;  or (iii) result in any breach of,
constitute  a default  (or an event  that  with  notice or lapse of time or both
would  become  a  default)  under,  give  to  any  other  entity  any  right  of
termination,  amendment, acceleration or cancellation of, require payment under,
or result in the creation of a lien or  encumbrance  on any of the properties or
assets  of the  Company  pursuant  to,  any  note,  bond,  mortgage,  indenture,
contract,  agreement,  lease, license,  permit, franchise or other instrument or
obligation  to which  the  Company  is a party or by the  Company  or any of its
properties or assets is bound. Excluding from the foregoing are such violations,
conflicts, breaches, defaults, terminations,  accelerations, creations of liens,
or incumbency that would not, in the aggregate, have a Material Adverse Effect.














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4.6 Report and Financial Statements. The Company's Annual Report on Form 10-KSB,
filed  on  December  3rd,  2007  with the SEC  contains  the  audited  financial
statements  of the Company for year end  December  31st,  2006.  The Company has
previously  provided to the Investor  the audited  financial  statements  of the
Company for the three months ended  September 30th, 2007 and for the nine months
ended September 30th, 2007 (collectively,  the "Financial Statements").  Each of
the balance  sheets  contained in or  incorporated  by  reference  into any such
Financial Statements  (including the related notes and schedules thereto) fairly
presented the financial position of the Company, as of its date, and each of the
statements  of income  and  changes  in  stockholders'  equity and cash flows or
equivalent  statements in such Financial Statements (including any related notes
and schedules  thereto) fairly  presents,  changes in  stockholders'  equity and
changes in cash flows,  as the case may be, of the  Company,  for the periods to
which they  relate,  in each case in  accordance  with United  States  generally
accepted   accounting   principles  ("U.S.   GAAP"),  as  applied  by  the  SEC,
consistently applied during the periods involved,  except in each case as may be
noted  therein,  subject to normal  year-end  audit  adjustments  in the case of
unaudited  statements.  The books and records of the Company have been,  and are
being,  maintained in all material respects in accordance with U.S. GAAP and any
other  applicable  legal and  accounting  requirements  and reflect  only actual
transaction.

4.7 Compliance with Applicable  Laws. The Company is not in violation of, or, to
the knowledge of the Company is under  investigation with respect to or has been
given notice or has been charged with the violation of any Law of a governmental
agency, except for violations which individually or in the aggregate do not have
a Material Adverse Effect.

4.8  Brokers.  Except  as set  forth on  Schedule  4.8,  no  broker,  finder  or
investment  banker  is  entitled  to any  brokerage,  finder's  or other  fee or
Commission in connection  with the  transactions  contemplated by this Agreement
based upon arrangements made by or on behalf of the Company.

4.9 SEC Documents.  The Company acknowledges that the Company is a publicly held
company and has made  available to the  Investor  after demand true and complete
copies of any requested SEC  Documents.  The Company has  registered  its Common
Stock  pursuant to Section  12(d) or 15(d) of the 1934 Act, and the Common Stock
is quoted and traded on the OTC Bulletin  Board of the National  Association  of
Securities  Dealers,  Inc.  The Company has  received no notice,  either oral or
written,  with respect to the continued quotation or trading of the Common Stock
on the OTC Bulletin Board. [Note: This is already included under Section 4.14]As
of their respective  dates, the SEC Documents  complied in all material respects
with the  requirements  of the 1934 Act,  and rules and  regulations  of the SEC
promulgated  thereunder  and  the  SEC  Documents  did not  contain  any  untrue
statement  of a material  fact or omit 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.







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4.10 Litigation. To the knowledge of the Company, no litigation, claim, or other
proceeding  before  any  court  or  governmental  agency  is  pending  or to the
knowledge of the Company,  threatened  against the Company,  the  prosecution or
outcome of which may have a Material Adverse Effect.

4.11  Exemption  from  Registration.  Subject to the accuracy of the  Investor's
representations  in Article V, except as required  pursuant to the  Registration
Rights  Agreement,  the sale of the Common  Stock and Warrants by the Company to
the Investor will not require  registration  under the 1933 Act, but may require
registration  under New York state securities law if applicable to the Investor.
Upon  exercise  of the  Warrants  in  accordance  with their  terms,  the Shares
underlying  the  Warrants  will be duly and  validly  issued,  fully  paid,  and
non-assessable.  The  Company is issuing  the Common  Stock and the  Warrants in
accordance with and in reliance upon the exemption from securities  registration
afforded,  inter alia, by Rule 506 under  Regulation D as promulgated by the SEC
under the 1933 Act, and/or Section 4(2) of the 1933 Act; provided, however, that
certain filings and  registrations  may be required under state securities "blue
sky" laws depending upon the residency of the Investor.

4.12 No  General  Solicitation  or  Advertising  in Regard to this  Transaction.
Neither the  Company nor any of its  Affiliates  nor,  to the  knowledge  of the
Company,  any Person  acting on its or their  behalf (i) has  conducted  or will
conduct  any  general  solicitation  (as  that  term is used in Rule  502(c)  of
Regulation  D as  promulgated  by  the  SEC  under  the  1933  Act)  or  general
advertising  with respect to the sale of the Common  Stock or Warrants,  or (ii)
made any  offers or sales of any  security  or  solicited  any offers to buy any
security under any circumstances  that would require  registration of the Common
Stock or Warrants, under the 1933 Act, except as required herein.

4.13 No Material  Adverse Effect.  Except as set forth in Schedule 4.13 attached
hereto,  no event or  circumstance  resulting in a Material  Adverse  Effect has
occurred or exists with respect to the Company. No material supplier or customer
has given notice, oral or written, that it intends to cease or reduce the volume
of  its  business  with  the  Company  from  historical   levels.  No  event  or
circumstance  has  occurred  or  exists  with  respect  to  the  Company  or its
businesses,  properties,  prospects,  operations or financial  condition,  that,
under any applicable  law, rule or  regulation,  requires  public  disclosure or
announcement  prior to the date  hereof by the Company but which has not been so
publicly announced or disclosed in writing to the Investor.

4.14  Material  Non-Public  Information.  The Company has not  disclosed  to the
Investors  any material  non-public  information  that (i) if  disclosed,  would
reasonably  be  expected  to have a  material  effect on the price of the Common
Stock or (ii) according to applicable law, rule or regulation,  should have been
disclosed  publicly  by the  Company  prior to the date hereof but which has not
been so disclosed.







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<PAGE>


4.15 Internal  Controls And Procedures.  The Company maintains books and records
and internal accounting controls which provide reasonable assurance that (i) all
transactions  to which the Company or any  subsidiary is a party or by which its
properties  are bound are executed  with  management's  authorization;  (ii) the
recorded  accounting  of the  Company's  consolidated  assets is  compared  with
existing assets at regular intervals; (iii) access to the Company's consolidated
assets is permitted only in accordance with management's authorization; and (iv)
all  transactions  to which the Company or any subsidiary is a party or by which
its properties are bound are recorded as necessary to permit  preparation of the
financial  statements of the Company in accordance with U.S.  generally accepted
accounting principles.

4.16 Full Disclosure.  No representation or warranty made by the Company in this
Agreement  and no  certificate  or document  furnished or to be furnished to the
Investor  pursuant  to this  Agreement  contains  or  will  contain  any  untrue
statement  of a material  fact,  or omits or will omit to state a material  fact
necessary to make the statements contained herein or therein not misleading.


































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<PAGE>


                                    ARTICLE V

               REPRESENTATIONS AND WARRANTIES OF THE INVESTOR

The Investor represents and warrants to the Company that:

5.1  Organization  and  Standing  of the  Investor.  The  Investor  is a limited
liability  company duly formed,  validly existing and in good standing under the
laws of the State of Delaware.  The state in which any offer to purchase  shares
hereunder  was made or  accepted  by such  Investor  is the state  shown as such
Investor's  address.  The  Investor  was not formed for the purpose of investing
solely in the Common Stock, the Warrants or the shares of Common Stock which are
the subject of this Agreement.

5.2  Authorization and Power. The Investor has the requisite power and authority
to enter into and perform this  Agreement and to purchase the  securities  being
sold to it hereunder. The execution,  delivery and performance of this Agreement
by the  Investor  and  the  consummation  by the  Investor  of the  transactions
contemplated  hereby  have been duly  authorized  by all  necessary  partnership
action where appropriate.  This Agreement and the Registration  Rights Agreement
have been duly  executed and  delivered by the Investor and at the Closing shall
constitute valid and binding obligations of the Investor enforceable against the
Investor in accordance with their terms,  except as such  enforceability  may be
limited  by  applicable  bankruptcy,  insolvency,  reorganization,   moratorium,
liquidation,  conservatorship,  receivership  or similar  laws  relating  to, or
affecting  generally the  enforcement of,  creditors'  rights and remedies or by
other equitable principles of general application.

5.3 No Conflicts. The execution,  delivery and performance of this Agreement and
the  consummation  by the Investor of the  transactions  contemplated  hereby or
relating hereto do not and will not (i) result in a violation of such Investor's
charter  documents  or  bylaws  where  appropriate  or (ii)  conflict  with,  or
constitute  a default  (or an event  which with  notice or lapse of time or both
would  become a default)  under,  or give to others  any rights of  termination,
amendment,   acceleration  or  cancellation  of  any  agreement,   indenture  or
instrument  to which the  Investor is a party,  or result in a violation  of any
law,  rule,  or  regulation,  or any order,  judgment  or decree of any court or
governmental  agency  applicable to the Investor or its  properties  (except for
such  conflicts,  defaults and violations as would not,  individually  or in the
aggregate, have a Material Adverse Effect on such Investor). The Investor is not
required to obtain any consent, authorization or order of, or make any filing or
registration with, any court or governmental  agency in order for it to execute,
deliver or perform any of such Investor's obligations under this Agreement or to
purchase the  securities  from the Company in accordance  with the terms hereof;
provided  that for purposes of the  representation  made in this  sentence,  the
Investor  is  assuming   and  relying   upon  the   accuracy  of  the   relevant
representations and agreements of the Company herein.

5.4 Financial  Risks.  The Investor  acknowledges  that such Investor is able to
bear the financial risks  associated with an investment in the securities  being
purchased by the Investor


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<PAGE>


from the Company  and that it has been given full access to such  records of the
Company  and  the  subsidiaries  and to the  officers  of the  Company  and  the
subsidiaries  as it has deemed  necessary  or  appropriate  to  conduct  its due
diligence  investigation.  The Investor is capable of  evaluating  the risks and
merits of an investment in the securities  being  purchased by the Investor from
the  Company  by virtue of its  experience  as an  investor  and its  knowledge,
experience,  and  sophistication  in  financial  and  business  matters  and the
Investor  is  capable  of  bearing  the  entire  loss of its  investment  in the
securities being purchased by the Investor from the Company.

5.5 Accredited  Investor.  The Investor is (i) an "accredited  investor" as that
term is defined in Rule 501 of  Regulation D  promulgated  under the 1933 Act by
reason of Rule 501(a)(3) and (6), (ii) experienced in making  investments of the
kind  described in this  Agreement  and the related  documents,  (iii) able,  by
reason of the business and  financial  experience of its officers (if an entity)
and professional advisors (who are not affiliated with or compensated in any way
by the Company or any of its affiliates or selling  agents),  to protect its own
interests in connection with the transactions  described in this Agreement,  and
the related documents, and (iv) able to afford the entire loss of its investment
in the securities being purchased by the Investor from the Company.

5.6  Brokers.  Except  as set  forth in  Schedule  4.8,  no  broker,  finder  or
investment  banker  is  entitled  to any  brokerage,  finder's  or other  fee or
Commission in connection  with the  transactions  contemplated by this Agreement
based upon arrangements made by or on behalf of the Investor.

5.7 Knowledge of Company.  The Investor and such  Investor's  advisors,  if any,
have been, upon request,  furnished with all materials relating to the business,
finances and  operations of the Company and materials  relating to the offer and
sale of the  securities  being  purchased by the Investor from the Company.  The
Investor  and  such  Investor's  advisors,   if  any,  have  been  afforded  the
opportunity  to ask  questions  of the Company and have  received  complete  and
satisfactory answers to any such inquiries.

5.8 Risk Factors.  The Investor  understands that such Investor's  investment in
the securities  being purchased by the Investor from the Company involves a high
degree of risk. The Investor  understands that no United States federal or state
agency or any other government or governmental  agency has passed on or made any
recommendation  or endorsement of the securities being purchased by the Investor
from the Company.  The Investor  warrants that such Investor is able to bear the
complete loss of such Investor's investment in the securities being purchased by
the Investor from the Company.

5.9 Full Disclosure.  No representation or warranty made by the Investor in this
Agreement  and no  certificate  or document  furnished or to be furnished to the
Company pursuant to this Agreement contains or will contain any untrue statement
of a material  fact, or omits or will omit to state a material fact necessary to
make the statements  contained  herein or therein not misleading.  Except as set
forth or referred to in this Agreement,  Investor does not have any agreement or
understanding  with  any  person  relating  to  acquiring,  holding,  voting  or
disposing of any equity securities of the Company.


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<PAGE>
                                   ARTICLE VI

                            COVENANTS OF THE COMPANY

6.1  Registration  Rights.  The  Company  shall  cause the  Registration  Rights
Agreement to remain in full force and effect  according to the provisions of the
Registration  Rights  Agreement  and the Company  shall  comply in all  material
respects with the terms thereof.

6.2 Reservation of Common Stock. As of the date hereof, the Company has reserved
and the Company shall continue to reserve and keep available at all times,  free
of  preemptive  rights,  shares of Common  Stock for the purpose of enabling the
Company  to issue  the  shares of Common  Stock and the  shares of Common  Stock
underlying the Warrants.

6.3  Compliance  with Laws.  The Company hereby agrees to comply in all respects
with the Company's reporting, filing and other obligations under the Laws.

6.4 Exchange Act  Registration.  The Company (a) will continue its obligation to
report  to the SEC  under  Section E 12(d) of the 1934 Act and will use its best
efforts to comply in all  respects  with its  reporting  and filing  obligations
under the 1934 Act, and will not take any action or file any  document  (whether
or not  permitted  by the 1934 Act or the  rules  thereunder)  to  terminate  or
suspend any such  registration  or to  terminate  or suspend its  reporting  and
filing  obligations  under the 1934 until the Investors  have disposed of all of
their Shares.

6.5 Corporate Existence; Conflicting Agreements. The Company will take all steps
necessary to preserve and continue the corporate  existence of the Company.  The
Company shall not enter into any agreement,  the terms of which  agreement would
restrict  or impair the right or ability  of the  Company to perform  any of its
obligations  under this  Agreement  or any of the other  agreements  attached as
exhibits hereto.




















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<PAGE>

                                   ARTICLE VII

                            COVENANTS OF THE INVESTOR

7.1  Compliance  with Law. The  Investor's  trading  activities  with respect to
shares of the Company's  Common Stock will be in compliance  with all applicable
state  and  federal  securities  laws,  rules  and  regulations  and  rules  and
regulations of any public market on which the Company's Common Stock is listed.

7.2 Transfer Restrictions. The Investor's acknowledge that (1) the Common Stock,
Warrants  and shares  underlying  Warrants  have not been  registered  under the
provisions of the 1933 Act, and may not be transferred  unless (A)  subsequently
registered thereunder or (B) the Investor shall have delivered to the Company an
opinion of counsel,  reasonably satisfactory in form, scope and substance to the
Company,  to the effect that the Common  Stock,  Warrants and shares  underlying
Warrants to be sold or  transferred  may be sold or  transferred  pursuant to an
exemption from such registration; and (2) any sale of the Common Stock, Warrants
and shares  underlying  the  Warrants  made in reliance on Rule 144  promulgated
under  the 1933 Act may be made only in  accordance  with the terms of said Rule
and further, if said Rule is not applicable, any resale of such securities under
circumstances in which the seller,  or the person through whom the sale is made,
may be deemed to be an  underwriter,  as that term is used in the 1933 Act,  may
require compliance with some other exemption under the 1933 Act or the rules and
regulations of the SEC thereunder.

7.3 Restrictive  Legend.  The Investor  acknowledges  and agrees that the Common
Stock, the Warrants and the Shares underlying the Warrants, and, until such time
as the Common  Stock and Shares  underlying  and Warrants  have been  registered
under  the  1933  Act and  sold in  accordance  with an  effective  Registration
Statement,  certificates and other  instruments  representing any of the Shares,
shall bear a  restrictive  legend in  substantially  the  following  form (and a
stop-transfer order may be placed against transfer of any such securities):


          "THE  SECURITIES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN
     REGISTERED   UNDER  THE  SECURITIES  ACT  OF  1933,  AS  AMENDED  (THE
     "SECURITIES  ACT"),  OR ANY STATE  SECURITIES  LAWS AND  NEITHER  SUCH
     SHARES  NOR  ANY  INTEREST  THEREIN  MAY BE  OFFERED,  SOLD,  PLEDGED,
     ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION  STATEMENT
     WITH RESPECT  THERETO IS EFFECTIVE  UNDER THE  SECURITIES  ACT AND ANY
     APPLICABLE  STATE  SECURITIES  LAWS,  OR (2) IN  ACCORDANCE  WITH  THE
     PROVISIONS  OF  REGULATIONS,  OR (3)  PURSUANT  TO AN  EXEMPTION  FROM
     REGISTRATION UNDER THE SECURITIES ACT."














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<PAGE>
                                   ARTICLE XI

                               GENERAL PROVISIONS

11.1 Transaction Costs. Except as otherwise provided herein, each of the parties
shall pay all of his or its  costs and  expenses  (including  attorney  fees and
other legal costs and expenses and accountants'  fees and other accounting costs
and expenses) incurred by that party in connection with this Agreement.

11.2  Indemnification.  The Investor  agrees to  indemnify,  defend and hold the
Company  (following  the Closing Date) and its officers and  directors  harmless
against and in respect of any and all claims, demands,  losses, costs, expenses,
obligations,   liabilities  or  damages,   including  interest,   penalties  and
reasonable attorney's fees, that it shall incur or suffer, which arise out of or
result  from any breach of this  Agreement  by such  Investor or failure by such
Investor to perform with respect to any of its  representations,  warranties  or
covenants  contained  in this  Agreement  or in any exhibit or other  instrument
furnished  or to be  furnished  under  this  Agreement.  The  Company  agrees to
indemnify,  defend and hold the Investor  harmless against and in respect of any
and all claims, demands,  losses, costs, expenses,  obligations,  liabilities or
damages,  including interest,  penalties and reasonable attorney's fees, that it
shall incur or suffer,  which arise out of,  result from or relate to any breach
of this  Agreement  or failure by the Company to perform  with respect to any of
its  representations,  warranties or covenants contained in this Agreement or in
any  exhibit  or  other  instrument  furnished  or to be  furnished  under  this
Agreement. In no event shall the Company or the Investors be entitled to recover
consequential or punitive  damages  resulting from a breach or violation of this
Agreement nor shall any party have any liability hereunder in the event of gross
negligence or willful  misconduct of the  indemnified  party.  In the event of a
breach of this  Agreement  by the  Company,  the  Investor  shall be entitled to
pursue a remedy of  specific  performance  upon  tender into the Court an amount
equal to the Purchase Price hereunder. The indemnification by the Investor shall
be limited to $10,000.00.

11.3  Headings.  The table of contents and headings  contained in this Agreement
are for  reference  purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

11.4 Entire  Agreement.  This Agreement  (together with the Schedule,  Exhibits,
Warrants and documents  referred to herein)  constitute the entire  agreement of
the parties and supersede all prior  agreements and  undertakings,  both written
and oral,  between  the  parties,  or any of them,  with  respect to the subject
matter hereof.

11.5 Notices. All notices and other communications hereunder shall be in writing
and shall be deemed to have  been  given (i) on the date they are  delivered  if
delivered  in  person;  (ii) on the date  initially  received  if  delivered  by
facsimile  transmission  followed by registered or certified mail  confirmation;
(iii) on the date  delivered by an  overnight  courier  service;  or (iv) on the
third

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<PAGE>


business day after it is mailed by registered or certified mail,  return receipt
requested with postage and other fees prepaid as follows:

                          If to the Company:

                          MB Software Corporation
                          777 Main Street, Suite 3100
                          Fort Worth, Texas 76102
                          Attention: Scott A. Haire


                          With a copy to:

                          Colbert Johnston LLP
                          6021 Morriss Road, Suite 101
                          Flower Mound, Texas 75028
                          Facsimile No.: 972-724-1922
                          Attn: Robert J. Johnston, Esq.


                          If to the Investor:

                          T Squared Investments LLC
                          c/o T Squared Capital LLC
                          1325 Sixth Avenue, Floor 28
                          New York, New York 10019
                          Attn: Thomas M. Sauve


11.6 Severability.  If any term or other provision of this Agreement is invalid,
illegal or incapable of being enforced by any rule of law or public policy,  all
other conditions and provisions of this Agreement shall  nevertheless  remain in
full  force  and  effect  so long as the  economic  or  legal  substance  of the
transactions  contemplated  hereby  is not  affected  in any  manner  materially
adverse  to any  party.  Upon  such  determination  that any such  term or other
provision is invalid, illegal or incapable of being enforced, the parties hereto
shall  negotiate  in good  faith to modify  this  Agreement  so as to effect the
original intent of the parties as closely as possible in an acceptable manner to
the end that the  transactions  contemplated  hereby are fulfilled to the extent
possible.

11.7 Binding  Effect.  AU the terms and provisions of this Agreement  whether so
expressed  or not,  shall be  binding  upon,  inure to the  benefit  of,  and be
enforceable by the parties and their respective administrators, executors, legal
representatives, heirs, successors and assignees.




                     COMMON STOCK PURCHASE AGREEMENT BETWEEN
              MB SOFTWARE CORPORATION AND T SQUARED INVESTMENTS LLC
                                  PAGE 19 OF 30


<PAGE>


11.8  Preparation  of  Agreement.  This  Agreement  shall not be construed  more
strongly against any party regardless of who is responsible for its preparation.
The parties  acknowledge  each  contributed  and is equally  responsible for its
preparation.

11.9  Governing  Law.  This  Agreement  shall be governed  by, and  construed in
accordance  with,  the laws of the State of New York,  without  giving effect to
applicable principles of conflicts of law.

11.10  Jurisdiction.  This  Agreement  shall  be  exclusively  governed  by  and
construed in accordance with the laws of the State of New York. If any action is
brought among the parties with respect to this Agreement or otherwise, by way of
a claim of counterclaim,  the parties agree that in any such action,  and on all
issues, the parties irrevocably waive their right to a trial by jury.  Exclusive
jurisdiction  and venue for any such action shall be the Federal  Courts serving
the State of New  York.  In the event  suite or action is  brought  by any party
under this Agreement to enforce any of its terms, or in any appeal therefrom, it
is agreed that the  prevailing  party shall be entitled to reasonable  attorneys
fees to be fixed by the arbitrator, trial court, and/or appellate court.

11.11 Preparation and Filing of Securities and Exchange Commission filings.  The
Investor  shall  reasonably  assist  and  cooperate  with  the  Company  in  the
preparation  of all filings  with the SEC after the  Closing  Date due after the
Closing Date.

11.12 Further Assurances, Cooperation. Each party shall, upon reasonable request
by the other party,  execute and deliver any additional  documents  necessary or
desirable  to complete  the  transactions  herein  pursuant to and in the manner
contemplated  by this  Agreement.  The parties hereto agree to cooperate and use
their  respective  best efforts to consummate the  transactions  contemplated by
this Agreement.

11.13 Survival. The representations,  warranties,  covenants and agreements made
herein shall survive the Closing of the transaction contemplated hereby.

11.14 Third  Parties.  Except as  disclosed in this  Agreement,  nothing in this
Agreement,  whether  express or  implied,  is  intended  to confer any rights or
remedies  under or by reason of this  Agreement  on any  persons  other than the
parties   hereto  and  their   respective   administrators,   executors,   legal
representatives,  heirs, successors and assignees.  Nothing in this Agreement is
intended  to relieve or  discharge  the  obligation  or  liability  of any third
persons to any party to this  Agreement,  nor shall any provision give any third
persons  any right of  subrogation  or action  over or against any party to this
Agreement.

11.15 Failure or Indulgence Not Waiver; Remedies Cumulative. No failure or delay
on the part of any party  hereto in the  exercise of any right  hereunder  shall
impair such right or be  construed  to be a waiver of, or  acquiescence  in, any
breach of any representation,  warranty, covenant or agreement herein, nor shall
nay single or partial exercise of any such right preclude



                     COMMON STOCK PURCHASE AGREEMENT BETWEEN
              MB SOFTWARE CORPORATION AND T SQUARED INVESTMENTS LLC
                                  PAGE 20 OF 30


<PAGE>


other or further exercise thereof or of any other right. All rights and remedies
existing  under this  Agreement  are  cumulative  to, and not  exclusive of, any
rights or remedies otherwise available.

11.16 Counterparts.  This Agreement may be executed in one or more counterparts,
and by the different parties hereto in separate counterparts, each of which when
executed  shall be deemed to be an  original,  but all of which  taken  together
shall  constitute one and the same agreement.  A facsimile  transmission of this
signed Agreement shall be legal and binding on all parties hereto.












                         [SIGNATURES ON FOLLOWING PAGE]































                     COMMON STOCK PURCHASE AGREEMENT BETWEEN
              MB SOFTWARE CORPORATION AND T SQUARED INVESTMENTS LLC
                                  PAGE 21 OF 30


<PAGE>


               IN WITNESS WHEREOF,  the Investors and the Company have as of the
          date first written above executed this Agreement.

THE COMPANY:


MB Software Corporation

/s/ Scott Haire
- ---------------
By: Scott A. Haire
Title: Chief Executive Officer




INVESTOR:

T Squared Investments LLC
By: T Squared Capital LLC, Managing Member






By: /s/ Thomas Sauve
- --------------------
Thomas Sauve Managing Member
1325 Sixth Avenue, Floor 28
New York NY 10019























                     COMMON STOCK PURCHASE AGREEMENT BETWEEN
              MB SOFTWARE CORPORATION AND T SQUARED INVESTMENTS LLC
                                  PAGE 22 OF 30



<PAGE>




                                   Schedule A
                                   ----------




                                                                     NUMBER OF
                           SHARES AMOUNT OF   NUMBER OF SHARES       UNDERLYING
NAME AND ADDRESS            INVESTMENT        OF COMMON STOCK         WARRANTS
- ----------------            ----------        ---------------         --------


T Squared Investments LLC
1325 Sixth Avenue, Floor 28
New York, New York 10019     $50,000             86,207              1,500,000
Attn: Thomas M. Sauve













































                     COMMON STOCK PURCHASE AGREEMENT BETWEEN
              MB SOFTWARE CORPORATION AND T SQUARED INVESTMENTS LLC
                                  PAGE 23 OF 30


<PAGE>


                         Schedule 4.8 -- List of Brokers
                         -------------------------------


















































                     COMMON STOCK PURCHASE AGREEMENT BETWEEN
              MB SOFTWARE CORPORATION AND T SQUARED INVESTMENTS LLC
                                  PAGE 24 OF 30


<PAGE>


                    Schedule 4.13 -- Material Adverse Effect
                    ----------------------------------------


















































                     COMMON STOCK PURCHASE AGREEMENT BETWEEN
              MB SOFTWARE CORPORATION AND T SQUARED INVESTMENTS LLC
                                  PAGE 25 OF 30


<PAGE>


                                    Exhibit A
                                    ---------

                          Registration Rights Agreement
                          -----------------------------



















































                     COMMON STOCK PURCHASE AGREEMENT BETWEEN
              MB SOFTWARE CORPORATION AND T SQUARED INVESTMENTS LLC
                                  PAGE 26 OF 30


<PAGE>


                                    Exhibit B
                                    ---------

                                    Warrants
                                    --------













































                     COMMON STOCK PURCHASE AGREEMENT BETWEEN
              MB SOFTWARE CORPORATION AND T SQUARED INVESTMENTS LLC
                                  PAGE 27 OF 30


<PAGE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>mbsc8kex102012208.txt
<TEXT>

                                                                    EXHIBIT 10.2





                             NOTE PURCHASE AGREEMENT
                                     BETWEEN
                             MB SOFTWARE CORPORATION
                                       AND
                            T SQUARED INVESTMENTS LLC


                                      DATED
                               January 11th, 2008
























<PAGE>

                             NOTE PURCHASE AGREEMENT
                             -----------------------


     This NOTE PURCHASE  AGREEMENT (the "Agreement") is made and entered into as
of the 11th day of January,  2008 (the  "Effective  Date"),  between MB Software
Corporation, a corporation organized and existing under the laws of the State of
Texas  ("MBSB"  or the  "Company")  and T Squared  Investments  LLC,  a Delaware
limited liability company ("T Squared Investments" or "Investor").


                             PRELIMINARY STATEMENT:
                             ----------------------


     WHEREAS,  the Investor wishes to purchase from the Company,  upon the terms
and subject to the conditions of this Agreement,  a convertible  promissory note
in the principal amount of Seven Hundred Thousand  ($700,000.00)  Dollars in the
form attached  hereto as Exhibit A (the "Note") which will be  convertible  into
One Million Two Hundred Six Thousand Eight Hundred and Ninety Seven  (1,206,897)
shares of common stock of the Company; and

     WHEREAS,  Interest  payable  on the  unconverted  amount of the Note  shall
accrue at a rate per annum equal to Eight Percent (8.0%) (the "Interest  Rate").
Interest  shall  be (i)  calculated  on the  basis of a 360 day  year,  and (ii)
payable  monthly,  in arrears  commencing  on January  11th,  2008, on the first
business  day of  each  consecutive  calendar  month  thereafter,  based  on the
unconverted  balance of the Note.  Interest  shall be paid in cash via wire to a
bank account at the direction of the Investor; and

     WHEREAS,  the parties intend to  memorialize  the purchase and sale of such
Note.

     NOW,  THEREFORE,  in  consideration  of the mutual  covenants  and premises
contained herein, and for other good and valuable consideration, the receipt and
adequacy of which are hereby  conclusively  acknowledged,  the  parties  hereto,
intending to be legally bound, agree as follows:

                                    ARTICLE I

             INCORPORATION BY REFERENCE, SUPERSEDER AND DEFINITIONS
             ------------------------------------------------------

1.1  Incorporation  by Reference.  The  foregoing  recitals and the Exhibits and
Schedules attached hereto and referred to herein, are hereby  acknowledged to be
true and accurate, and are incorporated herein by this reference.




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              MB SOFTWARE CORPORATION AND T SQUARED INVESTMENTS LLC
                                  PAGE 1 OF 27


<PAGE>


1.2 Superseder.  This Agreement,  to the extent that it is inconsistent with any
other instrument or understanding among the parties governing the affairs of the
Company,  shall supersede such instrument or understanding to the fullest extent
permitted  by law.  A copy of this  Agreement  shall be  filed at the  Company's
principal office.

1.3  Certain  Definitions.   For  purposes  of  this  Agreement,  the  following
capitalized terms shall have the following  meanings (all capitalized terms used
in this Agreement that are not defined in this Article 1 shall have the meanings
set forth elsewhere in this Agreement):

     1.3.1 "1933 Act" means the Securities Act of 1933, as amended.

     1.3.2 "1934 Act" means the Securities Exchange Act of 1934, as amended.

     1.3.3 "Affiliate" means a Person or Persons directly or indirectly, through
one or more intermediaries,  controlling,  controlled by or under common control
with the Person(s) in question.  The term  "control," as used in the immediately
preceding sentence,  means, with respect to a Person that is a corporation,  the
right to the exercise, directly or indirectly, of more than fifty percent of the
voting rights  attributable  to the shares of such controlled  corporation  and,
with respect to a Person that is not a corporation, the possession,  directly or
indirectly,  of the power to direct or cause the direction of the  management or
policies of such controlled Person.

     1.3.4 "Articles" means the Certificate of Incorporation of the Company,  as
the same may be amended from time to time.

     1.3.5 "Closing" shall mean the Closing of the transactions  contemplated by
this Agreement on the Closing Date.

     1.3.6 [Reserved].

     1.3.7 "Common Stock" means shares of common stock of the Company, par value
$0.001 per share.

     1.3.8 [Reserved]

     1.3.9 "Exempt Issuance" means the issuance of (a) shares of Common Stock or
options to  employees,  officers,  or directors  of the Company  pursuant to any
stock or option plan duly adopted by a majority of the  non-employee  members of
the  Board of  Directors  of the  Company  or a  majority  of the  members  of a
committee of non-employee directors established for such purpose, (b) securities
upon the  exercise  of or  conversion  of any  securities  currently  issued and
outstanding  or  issued  hereunder,   and  (c)  securities  issued  pursuant  to
acquisitions or strategic transactions, provided any such issuance shall only be
to a Person which is, itself or through its  subsidiaries,  an operating company
in a business  synergistic  with the  business  of the  Company and in which the
Company receives benefits in addition to the investment of funds, but shall not


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              MB SOFTWARE CORPORATION AND T SQUARED INVESTMENTS LLC
                                  PAGE 2 OF 27


<PAGE>

include a transaction in which the Company is issuing  securities  primarily for
the  purpose  of raising  capital  or to an entity  whose  primary  business  is
investing in securities.

     1.3.10  "Material  Adverse  Effect"  shall mean any  adverse  effect on the
business,  operations,  properties or financial condition of the Company that is
material and adverse to the Company and its subsidiaries  and affiliates,  taken
as a whole and/or any condition,  circumstance, or situation that would prohibit
or otherwise materially interfere with the ability of the Company to perform any
of its material  obligations  under this  Agreement or the  Registration  Rights
Agreement or to perform its obligations under any other material agreement.

     1.3.11 "Texas Act" means the Texas Business Corporation Act, as amended.

     1.3.12 "Person" means an individual,  partnership,  firm, limited liability
company,  trust,  joint venture,  association,  corporation,  or any other legal
entity.

     1.3.13 "Purchase Price" means the Seven Hundred Thousand ($700,000) Dollars
paid by the Investor to the Company for the Note.

     1.3.14  "Registration  Rights Agreement" shall mean the registration rights
agreement between the Investor and the Company attached hereto as Exhibit B.

     1.3.15 "Registration Statement" shall mean the registration statement under
the 1933 Act to be filed with the  Securities  and Exchange  Commission  for the
registration  of the  Shares  pursuant  to  the  Registration  Rights  Agreement
attached hereto as Exhibit B.

     1.3.16 "SEC" means the Securities and Exchange Commission.

     1.3.17 "SEC Documents"  shall mean the Company's latest Form 10-K or 10-KSB
as of the time in question,  all Forms 10-Q or 10-QSB and 8-K filed  thereafter,
and the Proxy  Statement  for its latest  fiscal year as of the time in question
until such time as the  Company  no longer has an  obligation  to  maintain  the
effectiveness  of a  Registration  Statement  as set  forth in the  Registration
Rights Agreement.

     1.3.18 "Shares" shall mean, collectively, the shares of Common Stock of the
Company issued upon conversion of the Note subscribed for hereunder.

     1.3.19  "Subsequent  Financing" shall mean any offer and sale of any equity
security or debt that is initially convertible into shares of Common Stock.

     1.3.20 "Transaction Documents" shall mean this Agreement, all Schedules and
Exhibits  attached hereto and all other documents and instruments to be executed
and  delivered  by  the  parties  in  order  to  consummate   the   transactions
contemplated  hereby,  including,  but not  limited to the  documents  listed in
Sections 3.2 and 3.3 hereof.




                         NOTE PURCHASE AGREEMENT BETWEEN
              MB SOFTWARE CORPORATION AND T SQUARED INVESTMENTS LLC
                                  PAGE 3 OF 27


<PAGE>

                                   ARTICLE II

                SALE AND PURCHASE OF MBSB NOTE PURCHASE PRICE

     2.1 Sale of Note.  --------------  (a) Upon the  terms and  subject  to the
conditions set forth herein,  and in accordance with applicable law, the Company
hereby  sells  to the  Investor,  and the  Investor  hereby  purchases  from the
Company,  a convertible  promissory  note in the principal  amount Seven Hundred
Thousand  ($700,000.00) Dollars (the "Purchase Price") of Seven Hundred Thousand
($700,000.00)  Dollars.  The Purchase Price shall be paid by the Investor to the
Company on the Effective  Date by a wire transfer or check of the Purchase Price
to the  Company.  The Company  shall cause the Note to be issued to the Investor
upon  execution  of this  Agreement.  The Company  shall  register the shares of
Common  Stock  into  which  the Note is  convertible  pursuant  to the terms and
conditions of a Registration  Rights Agreement  attached hereto as Exhibit B (b)
The Notes are  initially  convertible  into One Million Two Hundred Six Thousand
Eight Hundred and Ninety Seven  (1,206,897)  shares of common  stock;  provided,
however,  that the  Investor  shall not be  entitled  to convert  the Notes into
shares of Common Stock that would result in beneficial ownership by the Investor
and its affiliates of more than 4.9% of the then outstanding number of shares of
Common  Stock  on such  date.  For the  purposes  of the  immediately  preceding
sentence,  beneficial  ownership  shall be determined in accordance with Section
13(d) of the Securities  Exchange Act of 1934, as amended,  and Regulation 13d-3
thereunder.

     2.2 Purchase  Price.  The Purchase Price shall be delivered by the Investor
in the form of a check or wire  transfer  made  payable to the Company in United
States Dollars from the Investor to the Company on the Closing Date.



                                   ARTICLE III

                        CLOSING AND DELIVERIES AT CLOSING

3.1 Closing. The closing of the transactions contemplated by this Agreement (the
"Closing"),  shall  occur  upon  complete  execution  of this  Agreement  by the
parties.

3.2  Deliveries  by the Company.  In addition to and without  limiting any other
provision of this  Agreement,  on or prior to the  Effective  Date,  the Company
shall deliver, or cause to be delivered, to the Investor, the following:

     (a)  An executed Agreement with all exhibits and schedules attached hereto;
     (b)  The executed Registration Rights Agreement;

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              MB SOFTWARE CORPORATION AND T SQUARED INVESTMENTS LLC
                                  PAGE 4 OF 27


<PAGE>


     (c)  Certifications in form and substance acceptable to the Company and the
          Investor  from  any  and  all  brokers  or  agents   involved  in  the
          transactions  contemplated  hereby as to the amount of  commission  or
          compensation  payable  to such  broker  or agent  as a  result  of the
          consummation  of the  transactions  contemplated  hereby  and from the
          Company or Investor,  as  appropriate,  to the effect that  reasonable
          reserves for any other commissions or compensation that may be claimed
          by any broker or agent have been set aside;
     (d)  Evidence of approval of the Board of Directors and Shareholders of the
          Company of the Transaction Documents and the transactions contemplated
          hereby;
     (e)  Certificates  of Existence  or  Authority to Transact  Business of the
          Company issued by each of the Secretaries of State for Texas;
     (f)  An opinion  from the  Company's  counsel  concerning  the  Transaction
          Documents  and  the  transactions  contemplated  hereby  in  form  and
          substance reasonably acceptable to Investor;
     (g)  Copies of all current executive employment agreements;
     (h)  All past and present  financing  documentation or other  documentation
          where stock could potentially be issued or issued as payment;
     (i)  All past and present litigation  documents and historical  financials;
          and
     (j)  Such other documents or certificates as shall be reasonably  requested
          by Investor or its counsel.

3.3  Deliveries  by  Investor.  In addition to and  without  limiting  any other
provision  of this  Agreement,  the Investor  agrees to deliver,  or cause to be
delivered, to the Company, the following:

     (a)  The Purchase Price, paid in accordance with Section 2.2;
     (b)  The  executed  Agreement  with all  Exhibits  and  Schedules  attached
          hereto;
     (c)  The executed Registration Rights Agreement; and
     (d)  Such other documents or certificates as shall be reasonably  requested
          by the Company or its counsel.

In the event any document  provided to the other party in Paragraphs 3.2 and 3.3
herein are provided by facsimile,  the party shall forward an original  document
to the other party within seven (7) business days.

3.4 Further Assurances.  The Company and the Investor shall, upon request, on or
after the Closing Date,  cooperate  with each other  (specifically,  the Company
shall  cooperate with the Investor,  and the Investor  shall  cooperate with the
Company) by furnishing any additional information,  executing and delivering any
additional  documents and/or other instruments and doing any and all such things
as may be  reasonably  required by the parties or their counsel to consummate or
otherwise implement the transactions contemplated by this Agreement.


                         NOTE PURCHASE AGREEMENT BETWEEN
              MB SOFTWARE CORPORATION AND T SQUARED INVESTMENTS LLC
                                  PAGE 5 OF 27


<PAGE>

3.5 Waiver.  The  Investor may waive any of the  requirements  of Section 3.2 of
this  Agreement,  and  the  Company  at  its  discretion  may  waive  any of the
provisions of Section 3.3 of this Agreement.


                                   ARTICLE IV

                     REPRESENTATIONS AND WARRANTIES OF MBSB

     The Company  represents  and warrants to the Investor as of the date hereof
and as of Closing  (which  warranties  and  representations  shall  survive  the
Closing  regardless  of  what  examinations,   inspections,   audits  and  other
investigations  the Investor has heretofore  made or may  hereinafter  make with
respect to such warranties and representations) as follows:

4.1 Organization and Oualification. The Company is a corporation duly organized,
validly  existing and in good standing under the laws of the State of Texas, and
has the requisite  corporate  power and authority to own,  lease and operate its
properties and to carry on its business as it is now being conducted and is duly
qualified  to do business in any other  jurisdiction  by virtue of the nature of
the  businesses  conducted by it or the ownership or leasing of its  properties,
except where the failure to be so qualified  will not, when taken  together with
all other  such  failures,  have a  Material  Adverse  Effect  on the  business,
operations,  properties,  assets, financial condition or results of operation of
the Company and its subsidiaries taken as a whole.

4.2 Articles of  Incorporation  and By-Laws.  The complete and correct copies of
the  Company's  Articles and By-Laws,  as amended or restated to date which have
been  filed with the  Securities  and  Exchange  Commission  are a complete  and
correct  copy of such  document  as in effect on the date  hereof  and as of the
Closing Date.

4.3  Capitalization.

     4.3.1 The  authorized and  outstanding  capital stock of the Company is set
forth in The Company's Annual Report on Form 10-KSB, filed on December 3rd, 2007
with the  Securities  and Exchange  Commission and updated on all subsequent SEC
Documents. All shares of capital stock have been duly authorized and are validly
issued, and are fully paid and no assessable, and free of preemptive rights.









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                                  PAGE 6 OF 27


<PAGE>

     4.3.2 Except  pursuant to this  Agreement  and as set forth in Schedule 4.3
hereto, and as set forth in the Company's SEC Documents,  filed with the SEC, as
of the date hereof and as of the  Closing  Date,  there are not now  outstanding
options,  warrants,  rights  to  subscribe  for,  calls  or  commitments  of any
character  whatsoever  relating to, or securities or rights  convertible into or
exchangeable  for,  shares  of any class of  capital  stock of the  Company,  or
agreements,  understandings  or arrangements to which the Company is a party, or
by which the  Company  is or may be  bound,  to issue  additional  shares of its
capital stock or options,  warrants,  scrip or rights to subscribe for, calls or
commitment  of any  character  whatsoever  relating to, or  securities or rights
convertible  into or  exchangeable  for,  any shares of any class of its capital
stock.  The Company  agrees to inform the Investors in writing of any additional
warrants granted prior to the Closing Date.

     4.3.3 The Company on the Closing Date (i) will have full right,  power, and
authority  to sell,  assign,  transfer,  and  deliver,  by reason of record  and
beneficial  ownership,  to the Investor,  the Note,  and upon proper  conversion
thereof, the shares of Common Stock issuable upon conversion,  free and clear of
all liens, charges,  claims, options,  pledges,  restrictions,  and encumbrances
whatsoever;.

4.4 Authority.  The Company has all requisite  corporate  power and authority to
execute and deliver this  Agreement,  the Note,  the Common Stock  issuable upon
conversion of the Note and to perform its  obligations  hereunder and thereunder
and  to  consummate  the  transactions  contemplated  hereby  and  thereby.  The
execution and delivery of this Agreement by the Company and the  consummation of
the transactions  contemplated hereby have been duly authorized by all necessary
corporate  action and no other corporate  proceedings on the part of the Company
is necessary to authorize  this  Agreement  or to  consummate  the  transactions
contemplated  hereby except as disclosed in this  Agreement.  This Agreement has
been duly executed and delivered by the Company and constitutes the legal, valid
and  binding  obligation  of the  Company,  enforceable  against  the Company in
accordance with its terms.

4.5 No Conflict;  Required  Filings and Consents.  The execution and delivery of
this  Agreement by the Company does not, and the  performance  by the Company of
their  respective  obligations  hereunder will not: (i) conflict with or violate
the Articles or By-Laws of the Company;  (ii) conflict  with,  breach or violate
any federal, state, foreign or local law, statute,  ordinance, rule, regulation,
order,  judgment  or decree  (collectively,  "Laws") in effect as of the date of
this Agreement and applicable to the Company;  or (iii) result in any breach of,
constitute  a default  (or an event  that  with  notice or lapse of time or both
would  become  a  default)  under,  give  to  any  other  entity  any  right  of
termination,  amendment, acceleration or cancellation of, require payment under,
or result in the creation of a lien or  encumbrance  on any of the properties or
assets  of the  Company  pursuant  to,  any  note,  bond,  mortgage,  indenture,
contract,  agreement,  lease, license,  permit, franchise or other instrument or
obligation  to which  the  Company  is a party or by the  Company  or any of its
properties or assets is bound. Excluding from the foregoing are such violations,
conflicts, breaches, defaults, terminations,  accelerations, creations of liens,
or incumbency that would not, in the aggregate, have a Material Adverse Effect.

                         NOTE PURCHASE AGREEMENT BETWEEN
              MB SOFTWARE CORPORATION AND T SQUARED INVESTMENTS LLC
                                  PAGE 7 OF 27


<PAGE>


4.6 Report and Financial Statements. The Company's Annual Report on Form 10-KSB,
filed  on  December  3rd,  2007  with the SEC  contains  the  audited  financial
statements  of the Company for year end  December  31st,  2006.  The Company has
previously  provided to the Investor  the audited  financial  statements  of the
Company for the three months ended  September 30th, 2007 and for the nine months
ended September 30th, 2007 (collectively,  the "Financial Statements").  Each of
the balance  sheets  contained in or  incorporated  by  reference  into any such
Financial Statements  (including the related notes and schedules thereto) fairly
presented the financial position of the Company, as of its date, and each of the
statements  of income  and  changes  in  stockholders'  equity and cash flows or
equivalent  statements in such Financial Statements (including any related notes
and schedules  thereto) fairly  presents,  changes in  stockholders'  equity and
changes in cash flows,  as the case may be, of the  Company,  for the periods to
which they  relate,  in each case in  accordance  with United  States  generally
accepted accounting principles ("U.S. GAAP") as applied by the SEC, consistently
applied  during  the  periods  involved,  except  in each  case as may be  noted
therein,  subject to normal year-end audit  adjustments in the case of unaudited
statements.  The books and  records of the  Company  have  been,  and are being,
maintained in all material  respects in accordance  with U.S. GAAP and any other
applicable   legal  and   accounting   requirements   and  reflect  only  actual
transaction.

4.7 Compliance with Applicable  Laws. The Company is not in violation of, or, to
the knowledge of the Company is under  investigation with respect to or has been
given notice or has been charged with the violation of any Law of a governmental
agency, except for violations which individually or in the aggregate do not have
a Material Adverse Effect.

4.8  Brokers.  Except  as set  forth on  Schedule  4.8,  no  broker,  finder  or
investment  banker  is  entitled  to any  brokerage,  finder's  or other  fee or
Commission in connection  with the  transactions  contemplated by this Agreement
based upon arrangements made by or on behalf of the Company.

4.9 SEC Documents.  The Company acknowledges that the Company is a publicly held
company and has made  available to the  Investor  after demand true and complete
copies of any requested SEC  Documents.  The Company has  registered  its Common
Stock  pursuant to Section 12(d) of the 1934 Act, and the Common Stock is quoted
and traded on the OTC Bulletin  Board of the National  Association of Securities
Dealers,  Inc. The Company has received no notice,  either oral or written, with
respect to the  continued  quotation  or trading of the Common  Stock on the OTC
Bulletin Board. As of their respective dates, the SEC Documents  complied in all
material  respects  with  the  requirements  of the  1934  Act,  and  rules  and
regulations  of the SEC  promulgated  thereunder  and the SEC  Documents did not
contain any untrue statement of a material fact or omit 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.


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4.10 Litigation. To the knowledge of the Company, no litigation, claim, or other
proceeding  before  any  court  or  governmental  agency  is  pending  or to the
knowledge of the Company,  threatened  against the Company,  the  prosecution or
outcome of which may have a Material Adverse Effect.

4.11  Exemption  from  Registration.  Subject to the accuracy of the  Investor's
representations  in Article V, except as required  pursuant to the  Registration
Rights Agreement,  the sale of the Notes and issuance, by the Company, of Common
Stock upon conversion of the Note, to the Investor will not require registration
under the 1933 Act, but may require registration under New York state securities
law if applicable to the Investor. When validly converted in accordance with the
terms of the Note in accordance with their terms, the Shares underlying the Note
will be duly and validly issued, fully paid, and non-assessable.  The Company is
issuing the Note in  accordance  with and in reliance  upon the  exemption  from
securities registration afforded,  inter alia, by Rule 506 under Regulation D as
promulgated by the SEC under the 1933 Act,  and/or Section 4(2) of the 1933 Act;
provided,  however, that certain filings and registrations may be required under
state securities "blue sky" laws depending upon the residency of the Investor.

4.12 No  General  Solicitation  or  Advertising  in Regard to this  Transaction.
Neither the  Company nor any of its  Affiliates  nor,  to the  knowledge  of the
Company,  any Person  acting on its or their  behalf (i) has  conducted  or will
conduct  any  general  solicitation  (as  that  term is used in Rule  502(c)  of
Regulation  D as  promulgated  by  the  SEC  under  the  1933  Act)  or  general
advertising  with  respect  to the sale of the Note,  or (ii) made any offers or
sales of any  security or  solicited  any offers to buy any  security  under any
circumstances  that would require  registration of the Note, under the 1933 Act,
except as required herein.

4.13 No Material  Adverse Effect.  Except as set forth in Schedule 4.13 attached
hereto,  no event or  circumstance  resulting in a Material  Adverse  Effect has
occurred or exists with respect to the Company. No material supplier or customer
has given notice, oral or written, that it intends to cease or reduce the volume
of  its  business  with  the  Company  from  historical   levels.  No  event  or
circumstance  has  occurred  or  exists  with  respect  to  the  Company  or its
businesses,  properties,  prospects,  operations or financial  condition,  that,
under any applicable  law, rule or  regulation,  requires  public  disclosure or
announcement  prior to the date  hereof by the Company but which has not been so
publicly announced or disclosed in writing to the Investor.

4.14  Material  Non-Public  Information.  The Company has not  disclosed  to the
Investors  any material  non-public  information  that (i) if  disclosed,  would
reasonably  be  expected  to have a  material  effect on the price of the Common
Stock or (ii) according to applicable law, rule or regulation,  should have been
disclosed  publicly  by the  Company  prior to the date hereof but which has not
been so disclosed.









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4.15 Internal  Controls And Procedures.  The Company maintains books and records
and internal accounting controls which provide reasonable assurance that (i) all
transactions  to which the Company or any  subsidiary is a party or by which its
properties  are bound are executed  with  management's  authorization;  (ii) the
recorded  accounting  of the  Company's  consolidated  assets is  compared  with
existing assets at regular intervals; (iii) access to the Company's consolidated
assets is permitted only in accordance with management's authorization; and (iv)
all  transactions  to which the Company or any subsidiary is a party or by which
its properties are bound are recorded as necessary to permit  preparation of the
financial  statements of the Company in accordance with U.S.  generally accepted
accounting principles.

4.16 Full Disclosure.  No representation or warranty made by the Company in this
Agreement  and no  certificate  or document  furnished or to be furnished to the
Investor  pursuant  to this  Agreement  contains  or  will  contain  any  untrue
statement  of a material  fact,  or omits or will omit to state a material  fact
necessary to make the statements contained herein or therein not misleading.





                                    ARTICLE V

                 REPRESENTATIONS AND WARRANTIES OF THE INVESTORS

The Investor represents and warrants to the Company that:

5.1  Organization  and  Standing  of the  Investor.  The  Investor  is a limited
partnership duly formed, validly existing and in good standing under the laws of
the State of Delaware. The state in which any offer to purchase shares hereunder
was made or  accepted by such  Investor  is the state  shown as such  Investor's
address.  The Investor was not formed for the purpose of investing solely in the
Note or the shares of Common Stock which are the subject of this Agreement.

5.2  Authorization and Power. The Investor has the requisite power and authority
to enter into and perform this  Agreement and to purchase the  securities  being
sold to it hereunder. The execution,  delivery and performance of this Agreement
by the  Investor  and  the  consummation  by the  Investor  of the  transactions
contemplated  hereby  have been duly  authorized  by all  necessary  partnership
action where appropriate.  This Agreement and the Registration  Rights Agreement
have been duly  executed and  delivered by the Investor and at the Closing shall
constitute valid and binding obligations of the Investor enforceable against the
Investor in accordance with their terms,  except as such  enforceability  may be
limited  by  applicable  bankruptcy,  insolvency,  reorganization,   moratorium,
liquidation,  conservatorship,  receivership  or similar  laws  relating  to, or
affecting  generally the  enforcement of,  creditors'  rights and remedies or by
other equitable principles of general application.




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5.3 No Conflicts. The execution,  delivery and performance of this Agreement and
the  consummation  by the Investor of the  transactions  contemplated  hereby or
relating hereto do not and will not (i) result in a violation of such Investor's
charter  documents  or  bylaws  where  appropriate  or (ii)  conflict  with,  or
constitute  a default  (or an event  which with  notice or lapse of time or both
would  become a default)  under,  or give to others  any rights of  termination,
amendment,   acceleration  or  cancellation  of  any  agreement,   indenture  or
instrument  to which the  Investor is a party,  or result in a violation  of any
law,  rule,  or  regulation,  or any order,  judgment  or decree of any court or
governmental  agency  applicable to the Investor or its  properties  (except for
such  conflicts,  defaults and violations as would not,  individually  or in the
aggregate, have a Material Adverse Effect on such Investor). The Investor is not
required to obtain any consent, authorization or order of, or make any filing or
registration with, any court or governmental  agency in order for it to execute,
deliver or perform any of such Investor's obligations under this Agreement or to
purchase the  securities  from the Company in accordance  with the terms hereof,
provided  that for purposes of the  representation  made in this  sentence,  the
Investor  is  assuming   and  relying   upon  the   accuracy  of  the   relevant
representations and agreements of the Company herein.

5.4 Financial  Risks.  The Investor  acknowledges  that such Investor is able to
bear the financial risks  associated with an investment in the securities  being
purchased  by the  Investor  from the  Company  and that it has been  given full
access to such records of the Company and the  subsidiaries  and to the officers
of the Company and the subsidiaries as it has deemed necessary or appropriate to
conduct its due diligence  investigation.  The Investor is capable of evaluating
the risks and merits of an investment in the securities  being  purchased by the
Investor  from the Company by virtue of its  experience  as an investor  and its
knowledge,  experience, and sophistication in financial and business matters and
the  Investor  is capable of bearing the entire  loss of its  investment  in the
securities being purchased by the Investor from the Company.

5.5 Accredited  Investor.  The Investor is (i) an "accredited  investor" as that
term is defined in Rule 501 of  Regulation D  promulgated  under the 1933 Act by
reason of Rule 501(a)(3) and (6), (ii) experienced in making  investments of the
kind  described in this  Agreement  and the related  documents,  (iii) able,  by
reason of the business and  financial  experience of its officers (if an entity)
and professional advisors (who are not affiliated with or compensated in any way
by the Company or any of its affiliates or selling  agents),  to protect its own
interests in connection with the transactions  described in this Agreement,  and
the related documents, and (iv) able to afford the entire loss of its investment
in the securities being purchased by the Investor from the Company.

5.6  Brokers.  Except  as set  forth in  Schedule  4.8,  no  broker,  finder  or
investment  banker  is  entitled  to any  brokerage,  finder's  or other  fee or
Commission in connection  with the  transactions  contemplated by this Agreement
based upon arrangements made by or on behalf of the Investor.

5.7 Knowledge of Company.  The Investor and such  Investor's  advisors,  if any,
have been, upon request,  furnished with all materials relating to the business,
finances and  operations of the Company and materials  relating to the offer and
sale of the securities being purchased by the

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Investor from the Company.  The Investor and such Investor's  advisors,  if any,
have been  afforded  the  opportunity  to ask  questions of the Company and have
received complete and satisfactory answers to any such inquiries.

5.8 Risk Factors.  The Investor  understands that such Investor's  investment in
the securities  being purchased by the Investor from the Company involves a high
degree of risk. The Investor  understands that no United States federal or state
agency or any other government or governmental  agency has passed on or made any
recommendation  or endorsement of the securities being purchased by the Investor
from the Company.  The Investor  warrants that such Investor is able to bear the
complete loss of such Investor's investment in the securities being purchased by
the Investor from the Company.

5.9 Full Disclosure.  No representation or warranty made by the Investor in this
Agreement  and no  certificate  or document  furnished or to be furnished to the
Company pursuant to this Agreement contains or will contain any untrue statement
of a material  fact, or omits or will omit to state a material fact necessary to
make the statements  contained  herein or therein not misleading.  Except as set
forth or referred to in this Agreement,  Investor does not have any agreement or
understanding  with  any  person  relating  to  acquiring,  holding,  voting  or
disposing of any equity securities of the Company.

5.10 Payment of Due Diligence Expenses. At Closing the Company shall disperse to
the  Investor  Forty  Five  Thousand  Dollars  ($45,000.00)  for  due  diligence
expenses.


                                   ARTICLE VI

                            COVENANTS OF THE COMPANY

6.1  Registration  Rights.  The  Company  shall  cause the  Registration  Rights
Agreement to remain in full force and effect  according to the provisions of the
Registration  Rights  Agreement  and the Company  shall  comply in all  material
respects with the terms thereof.

6.2 Reservation of Common Stock. As of the date hereof, the Company has reserved
and the Company shall continue to reserve and keep available at all times,  free
of  preemptive  rights,  shares of Common  Stock for the purpose of enabling the
Company to issue the shares of Common Stock underlying the Note.

6.3  Compliance  with Laws.  The Company hereby agrees to comply in all respects
with the Company's reporting, filing and other obligations under the Laws.

6.4 Exchange Act  Registration.  The Company (a) will continue its obligation to
report  to the SEC  under  Section E 12(d) of the 1934 Act and will use its best
efforts to comply in all  respects  with its  reporting  and filing  obligations
under the 1934 Act, and will not take any action


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or file any  document  (whether  or not  permitted  by the 1934 Act or the rules
thereunder)  to  terminate or suspend any such  registration  or to terminate or
suspend its reporting and filing  obligations under the 1934 until the Investors
have disposed of all of their Shares.

6.5 Corporate Existence; Conflicting Agreements. The Company will take all steps
necessary to preserve and continue the corporate  existence of the Company.  The
Company shall not enter into any agreement,  the terms of which  agreement would
restrict  or impair the right or ability  of the  Company to perform  any of its
obligations  under this  Agreement  or any of the other  agreements  attached as
exhibits hereto.

6.6  Listing,  Securities  Exchange Act of 1934 and Rule 144  Requirements.  The
Company is required to maintain  their  current  eligibility  for trading in the
OTCBB, or a listing on a higher exchange, and maintain their status as a Company
regulated  by  Securities  Exchange  Act of 1934 and if the  Company  is current
currently listed on the Pink Sheets the Company must be fully reporting per Rule
144 until such time as they are  regulated  by the  Securities  Exchange  Act of
1934.  If, at any time while the Investor holds the Note or any shares of Common
Stock issued upon conversion of the Note, the Company is no longer  regulated by
the Securities  Exchange Act of 1934 and is not a fully reporting Company,  then
the  Company  shall pay to the  Investors  as  liquidated  damages  and not as a
penalty,  two  percent  (2%) a month  in  cash or  Notes  at the  option  of the
Investor. Such damages shall cease at the time the Company begins complying with
the standards as mentioned above in Section 6.6.

6.7 Preferred Stock. For a period of two years from the closing the Company will
not issue any preferred stock of the Company.


6.8 Convertible Debt. On or prior to the Closing Date, the Company will cause to
be cancelled all convertible  debt in the Company with the exception of the Note
issued to the  Investor.  For a period of two years from the closing the Company
will not issue any convertible debt with the exception of the Note issued to the
Investor.

6.9 Debt Limitation. The Company agrees for two years after Closing not to enter
into any  borrowings of more than three times as much as the sum of the run rate
EBITDA (current quarter annualized).

6.10 Reset Equity Deals. On or prior to the Closing Date, the Company will cause
to be cancelled  any and all reset  features  related to any shares  outstanding
that could result in additional  shares being issued.  For a period of two years
from the closing the Company will not enter into any transactions  that have any
reset features that could result in additional shares being issued.

6.11 Independent Directors. The Company shall have caused the appointment of the
majority of the board of  directors to be qualified  independent  directors,  as
defined by the NASD, before Closing. If at any time while the Investor holds the
Note or any shares of Common Stock issued upon conversion of the Note, the board
shall not be composed in the majority of qualified


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independent  directors for thirty (30) calendar days or more,  the Company shall
pay to the Investors,  pro rata, as liquidated damages and not as a penalty,  an
amount  equal to twenty  four  percent  (24%) of the  Purchase  Price per annum,
payable  monthly in cash or Notes at the  option of the  Investor.  The  parties
agree  that  the only  damages  payable  for a  violation  of the  terms of this
Agreement with respect to which liquidated  damages are expressly provided shall
be such liquidated damages. Nothing shall preclude the Investor from pursuing or
obtaining  specific  performance or other equitable  relief with respect to this
Agreement.  The parties hereto agree that the liquidated damages provided for in
this  Section 6.11  constitute a reasonable  estimate of the damages that may be
incurred  by the  Investor by reason of the failure of the Company to appoint at
least two independent directors in accordance with the provision hereof.

6.12 Independent Directors Become Majority of Audit and Compensation Committees.
The Company will cause the appointment of a majority of outside directors to the
audit and compensation  committees of the board of directors before Closing.  If
at any time after Closing such independent directors do not compose the majority
of  the  audit  and  compensation  committees,  the  Company  shall  pay  to the
Investors, pro rata, as liquidated damages and not as a penalty, an amount equal
to twenty four percent (24%) of the Purchase Price per annum, payable monthly in
cash or Notes at the option of the  Investor.  The  parties  agree that the only
damages  payable for a violation of the terms of this  Agreement with respect to
which  liquidated  damages  are  expressly  provided  shall  be such  liquidated
damages.  Nothing shall  preclude the Investor from pursuing  other  remedies or
obtaining  specific  performance or other equitable  relief with respect to this
Agreement.

6.13 Use of Proceeds.  The Company  will use the  proceeds  from the sale of the
Note (excluding  amounts paid by the Company for legal,  administrative  and due
diligence  fees  in  connection  with  the  sale of such  securities)  for  debt
repayment, working capital and acquisitions.

6.14 Right of First  Refusal.  Each Investor shall have the right to participate
in any  subsequent  funding by the Company on a pro rata basis at ninety percent
(90%) of the  offering  price.  Investor  shall elect to  exercise  its right to
participate,  on or before the  thirtieth  (30th)  calendar day after  receiving
written notice from the Company of any such offering.

6.15 Price  Adjustment.  From the date  hereof  until such time as no  Purchaser
holds  any of the  Notes,  the  Company  closes  on the sale of a note or notes,
shares of Common Stock, or shares of any class of preferred stock at a price per
share of Common Stock,  or with a conversion  right to acquire Common Stock at a
price per  share of Common  Stock,  that is less than the  Conversion  Price (as
adjusted to the capitalization  per share as of the Closing Date,  following any
stock splits,  stock  dividends,  or the like) of the Notes  (collectively,  the
"Subsequent Conversion Price"), the Company shall make a post-Closing adjustment
in the  Conversion  Price so that the  effective  price  per  share  paid by the
Investor is reduced to being  equivalent  to such lower  conversion  price after
taking into account any prior conversions of the Notes.

6.16 Price Adjustment Based on Earnings Per Share.



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6.16.1 In the event the Company  earns  between  $0.093 and $0.046 (50% Decline)
     per share (where such earnings in this paragraph shall always be defined as
     earnings on a pre tax fully  diluted  basis  (including  dilution  from any
     options,  warrants  and  convertible  securities)  as reported  for the six
     months ended June 30th, 2008 from continuing operations before any non-cash
     items the then current Conversion Price to the Investor at the time the six
     months  ended 10-Q is filed with the SEC shall be decrease  proportionately
     by 0% if the pre tax earnings are $0.093 per share or greater and by 50% if
     the pre tax  earnings are $0.046 per share (50%  decrease).  For example if
     the  earnings  are  $0.074  per share or less (20%  Decline)  then the then
     current  Conversion  Price to the  investor  shall be reduced by 20%.  Such
     adjustment  shall be made  automatically  within five  business days of the
     audited numbers being reported to the SEC.

6.16.2 In the event the Company  earns  between  $0.204 and $0.102 (50% Decline)
     per share (where such earnings in this paragraph shall always be defined as
     earnings on a pre tax fully  diluted  basis  (including  dilution  from any
     options,  warrants and convertible  securities) as reported for the audited
     fiscal year ended December 31st, 2008 from continuing operations before any
     non-cash  items the then  current  Conversion  Price to the Investor at the
     time  the  audited  numbers  are  reported  to the SEC  shall  be  decrease
     proportionately  by 0% if the pre tax  earnings  are  $0.204  per  share or
     greater  and by 50% if the pre tax  earnings  are  $0.102  per  share  (50%
     decrease).  For example if the  earnings  are $0.163 per share or less (20%
     Decline) then the then current  Conversion  Price to the investor  shall be
     reduced by 20%. Such  adjustment  shall be made  automatically  within five
     business  days of the audited  numbers  being  reported to the SEC.  6.16.3
     Notwithstanding  the  foregoing,   no  adjustment  shall  be  made  to  the
     Conversion Price if the price (as quoted on the OTCBB or national  exchange
     on which the Common Stock trades),  has not, during the three month periods
     prior to the measurement  date  referenced in 6.16.1 or 6.16.2,  been below
     $3.00 for any twenty (20) consecutive day period.

6.17 Insider Selling. The earliest any "Insiders" can start selling their shares
shall  be three  years  from  Closing.  Insiders  shall  include  all  officers,
consultants and directors of the Company.  The managing  members of the Investor
and the Investor shall not be considered "Insiders".

6.18  Employment  and  Consulting  Contracts.  For three years after the Closing
Company  must have a unanimous  opinion from the  Compensation  Committee of the
Board of Directors that any awards other than salary are usual,  appropriate and
reasonable for any officer,  director,  employee or consultant holding a similar
position in other fully reporting  public  companies with  independent  majority
boards with similar market  capitalizations in the same industry with securities
listed on the OTCBB, ASE, NYSE or NASDAQ.

6.19  Subsequent  Equity  Sales.  From the date  hereof  until  such  time as no
Purchaser  holds any of the  Securities,  the Company shall be  prohibited  from
effecting  or entering  into an  agreement  to effect any  Subsequent  Financing
involving a "Variable Rate Transaction" or an "MFN Transaction" (each as defined
below). The term "Variable Rate Transaction" shall mean


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a  transaction  in which  the  Company  issues  or sells  (i) any debt or equity
securities  that are  convertible  into,  exchangeable  or  exercisable  for, or
include the right to receive  additional  shares of Common Stock either (A) at a
conversion,  exercise or exchange  rate or other price that is based upon and/or
varies with the trading  prices of or quotations  for the shares of Common Stock
at any time after the initial issuance of such debt or equity securities, or (B)
with a conversion,  exercise or exchange price that is subject to being reset at
some future date after the initial  issuance of such debt or equity  security or
upon the  occurrence  of specified or contingent  events  directly or indirectly
related to the business of the Company or the market for the Common  Stock.  The
term "MFN  Transaction"  shall mean a transaction in which the Company issues or
sells any  securities  in a capital  raising  transaction  or series of  related
transactions  which grants to an investor the right to receive additional shares
based upon future transactions of the Company on terms more favorable than those
granted to such investor in such  offering.  Any Purchaser  shall be entitled to
obtain  injunctive  relief  against the Company to preclude  any such  issuance,
which   remedy   shall  be  in  addition  to  any  right  to  collect   damages.
Notwithstanding  the foregoing,  this Section 6.19 shall not apply in respect of
an Exempt Issuance,  except that no Variable Rate Transaction or MFN Transaction
shall be an Exempt Issuance. 6.20 Amendment to Certificate of Incorporation.  At
or before the next annual meeting of the stockholders of the Company,  the Board
of  Directors  shall  propose and submit to the holders of the Common  Stock for
approval,  an amendment to its Articles of Incorporation that provides (a) for a
change in the Company name to better  reflect its business  operations,  and (b)
substantially as follows:

     "The terms and conditions of any rights, options and warrants approved
     by the Board of  Directors  may provide  that any or all of such terms
     and  conditions  may be waived or amended only with the consent of the
     holders of a designated percentage of a designated class or classes of
     capital stock of the Corporation  (or a designated  group or groups of
     holders  within  such class or classes,  including  but not limited to
     disinterested holders), and the applicable terms and conditions of any
     such rights,  options or warrants so conditioned  may not be waived or
     amended absent such consent.".

6.21 Stock Splits.  All forward and reverse stock splits shall effect all equity
and derivative holders proportionately.

                                   ARTICLE VII

                            COVENANTS OF THE INVESTOR

7.1  Compliance  with Law. The  Investor's  trading  activities  with respect to
shares of the Company's  Common Stock will be in compliance  with all applicable
state  and  federal  securities  laws,  rules  and  regulations  and  rules  and
regulations of any public market on which the Company's Common Stock is listed.

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7.2 Transfer  Restrictions.  The  Investor's  acknowledge  that (1) the Note and
shares  underlying the Note have not been registered under the provisions of the
1933  Act,  and  may  not be  transferred  unless  (A)  subsequently  registered
thereunder or (B) the Investor shall have delivered to the Company an opinion of
counsel, reasonably satisfactory in form, scope and substance to the Company, to
the  effect  that  the  Note  and  shares  underlying  the  Note  to be  sold or
transferred  may be sold or  transferred  pursuant  to an  exemption  from  such
registration;  and (2) any sale of the Note and shares  underlying the Note made
in  reliance  on Rule 144  promulgated  under  the 1933 Act may be made  only in
accordance  with  the  terms  of said  Rule  and  further,  if said  Rule is not
applicable,  any  resale of such  securities  under  circumstances  in which the
seller,  or the  person  through  whom the sale is made,  may be deemed to be an
underwriter,  as that term is used in the 1933 Act, may require  compliance with
some other  exemption under the 1933 Act or the rules and regulations of the SEC
thereunder.

7.3 Restrictive  Legend. The Investor  acknowledges and agrees that the Note and
the Shares  underlying the Note,  and, until such time as the Shares  underlying
the Note have been registered  under the 1933 Act and sold in accordance with an
effective   Registration   Statement,   certificates   and   other   instruments
representing any of the Shares, shall bear a restrictive legend in substantially
the following form (and a stop-transfer  order may be placed against transfer of
any such securities):

     "THE  SECURITIES   REPRESENTED  BY  THIS  CERTIFICATE  HAVE  NOT  BEEN
     REGISTERED   UNDER  THE  SECURITIES  ACT  OF  1933,  AS  AMENDED  (THE
     "SECURITIES  ACT"),  OR ANY STATE  SECURITIES  LAWS AND  NEITHER  SUCH
     SHARES  NOR  ANY  INTEREST  THEREIN  MAY BE  OFFERED,  SOLD,  PLEDGED,
     ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION  STATEMENT
     WITH RESPECT  THERETO IS EFFECTIVE  UNDER THE  SECURITIES  ACT AND ANY
     APPLICABLE  STATE  SECURITIES  LAWS,  OR (2) IN  ACCORDANCE  WITH  THE
     PROVISIONS  OF  REGULATION  S, OR (3)  PURSUANT TO AN  EXEMPTION  FROM
     REGISTRATION UNDER THE SECURITIES ACT."

7.4 Amendment to Certificate of  Incorporation.  Investor  hereby agrees to vote
any shares of capital  stock that it may own directly or  beneficially,  for the
amendment  to the  Certificate  of  Incorporation  referenced  in Section  6.14.
Pending  adoption of such  amendment,  Investor hereby agrees for itself and its
successors  and assigns that neither this Section 7.4 or Section 6.14 above,  or
any restriction on exercise of the Warrant shall be amended,  modified or waived
without the  consent of the holders of a majority of the shares of Common  Stock
held by Persons  who are not  Affiliates  of the  Company,  or the  Investor  or
Affiliates of the Investor.


                                   ARTICLE XI

                               GENERAL PROVISIONS

11.1 Transaction Costs. Except as otherwise provided herein, each of the parties
shall pay all of his or its  costs and  expenses  (including  attorney  fees and
other legal costs and expenses and


                         NOTE PURCHASE AGREEMENT BETWEEN
              MB SOFTWARE CORPORATION AND T SQUARED INVESTMENTS LLC
                                  PAGE 17 OF 27


<PAGE>

accountants'  fees and other  accounting  costs and  expenses)  incurred by that
party in  connection  with  this  Agreement;  provided,  the  Company  shall pay
Investor such due diligence expenses as described in section 5.10.

11.2  Indemnification.  The Investor  agrees to  indemnify,  defend and hold the
Company  (following  the Closing Date) and its officers and  directors  harmless
against and in respect of any and all claims, demands,  losses, costs, expenses,
obligations,   liabilities  or  damages,   including  interest,   penalties  and
reasonable attorney's fees, that it shall incur or suffer, which arise out of or
result  from any breach of this  Agreement  by such  Investor or failure by such
Investor to perform with respect to any of its  representations,  warranties  or
covenants  contained  in this  Agreement  or in any exhibit or other  instrument
furnished  or to be  furnished  under  this  Agreement.  The  Company  agrees to
indemnify,  defend and hold the Investor  harmless against and in respect of any
and all claims, demands,  losses, costs, expenses,  obligations,  liabilities or
damages,  including interest,  penalties and reasonable attorney's fees, that it
shall incur or suffer,  which arise out of,  result from or relate to any breach
of this  Agreement  or failure by the Company to perform  with respect to any of
its  representations,  warranties or covenants contained in this Agreement or in
any  exhibit  or  other  instrument  furnished  or to be  furnished  under  this
Agreement. In no event shall the Company or the Investors be entitled to recover
consequential or punitive  damages  resulting from a breach or violation of this
Agreement nor shall any party have any liability hereunder in the event of gross
negligence or willful  misconduct of the  indemnified  party.  In the event of a
breach of this  Agreement  by the  Company,  the  Investor  shall be entitled to
pursue a remedy of  specific  performance  upon  tender into the Court an amount
equal to the Purchase Price hereunder. The indemnification by the Investor shall
be limited to  $50,000.00.  11.3  Headings.  The table of contents  and headings
contained in this Agreement are for reference purposes only and shall not affect
in any way the meaning or interpretation of this Agreement.

11.4 Entire  Agreement.  This Agreement  (together with the Schedule,  Exhibits,
Warrants and documents  referred to herein)  constitute the entire  agreement of
the parties and supersede all prior  agreements and  undertakings,  both written
and oral,  between  the  parties,  or any of them,  with  respect to the subject
matter hereof.

11.5 Notices. All notices and other communications hereunder shall be in writing
and shall be deemed to have  been  given (i) on the date they are  delivered  if
delivered  in  person;  (ii) on the date  initially  received  if  delivered  by
facsimile  transmission  followed by registered or certified mail  confirmation;
(iii) on the date  delivered by an  overnight  courier  service;  or (iv) on the
third  business day after it is mailed by registered or certified  mail,  return
receipt requested with postage and other fees prepaid as follows:

                If to the Company:
                ------------------

                MB Software Corporation

                         NOTE PURCHASE AGREEMENT BETWEEN
              MB SOFTWARE CORPORATION AND T SQUARED INVESTMENTS LLC
                                  PAGE 18 OF 27


<PAGE>


                777 Main Street, Suite 3100 Fort Worth, Texas 76102
                Attention: Scott A. Haire



                With a copy to:
                ---------------

                Colbert Johnston LLP
                6021 Morriss  Road,  Suite 101 Flower  Mound,  Texas 75028
                Facsimile No.: 972-724-1922 Attn: Robert J. Johnston, Esq.



                If to the Investor:
                -------------------

                T Squared Investments LLC c/o T Squared Capital LLC 1325
                Sixth Avenue, Floor 28 New York, New York 10019 Attn:
                Thomas M. Sauve

11.6 Severability.  If any term or other provision of this Agreement is invalid,
illegal or incapable of being enforced by any rule of law or public policy,  all
other conditions and provisions of this Agreement shall  nevertheless  remain in
full  force  and  effect  so long as the  economic  or  legal  substance  of the
transactions  contemplated  hereby  is not  affected  in any  manner  materially
adverse  to any  party.  Upon  such  determination  that any such  term or other
provision is invalid, illegal or incapable of being enforced, the parties hereto
shall  negotiate  in good  faith to modify  this  Agreement  so as to effect the
original intent of the parties as closely as possible in an acceptable manner to
the end that the  transactions  contemplated  hereby are fulfilled to the extent
possible.

11.7 Binding Effect.  All the terms and provisions of this Agreement  whether so
expressed  or not,  shall be  binding  upon,  inure to the  benefit  of,  and be
enforceable by the parties and their respective administrators, executors, legal
representatives, heirs, successors and assignees.

11.8  Preparation  of  Agreement.  This  Agreement  shall not be construed  more
strongly against any party regardless of who is responsible for its preparation.
The parties  acknowledge  each  contributed  and is equally  responsible for its
preparation.

11.9  Governing  Law.  This  Agreement  shall be governed  by, and  construed in
accordance  with,  the laws of the State of New York,  without  giving effect to
applicable principles of conflicts of law.



                         NOTE PURCHASE AGREEMENT BETWEEN
              MB SOFTWARE CORPORATION AND T SQUARED INVESTMENTS LLC
                                  PAGE 19 OF 27


<PAGE>


11.10  Jurisdiction.  This  Agreement  shall  be  exclusively  governed  by  and
construed in accordance with the laws of the State of New York. If any action is
brought among the parties with respect to this Agreement or otherwise, by way of
a claim or counterclaim,  the parties agree that in any such action,  and on all
issues, the parties irrevocably waive their right to a trial by jury.  Exclusive
jurisdiction  and venue for any such action shall be the Federal  Courts serving
the State of New York. In the event suit or action is brought by any party under
this Agreement to enforce any of its terms,  or in any appeal  therefrom,  it is
agreed that the prevailing party shall be entitled to reasonable  attorneys fees
to be fixed by the arbitrator, trial court, and/or appellate court.

11.11 Preparation and Filing of Securities and Exchange Commission filings.  The
Investor  shall  reasonably  assist  and  cooperate  with  the  Company  in  the
preparation  of all filings  with the SEC after the  Closing  Date due after the
Closing Date.

11.12 Further Assurances, Cooperation. Each party shall, upon reasonable request
by the other party,  execute and deliver any additional  documents  necessary or
desirable  to complete  the  transactions  herein  pursuant to and in the manner
contemplated  by this  Agreement.  The parties hereto agree to cooperate and use
their  respective  best efforts to consummate the  transactions  contemplated by
this Agreement.

11.13 Survival. The representations,  warranties,  covenants and agreements made
herein shall survive the Closing of the transaction contemplated hereby.

11.14 Third  Parties.  Except as  disclosed in this  Agreement,  nothing in this
Agreement,  whether  express or  implied,  is  intended  to confer any rights or
remedies  under or by reason of this  Agreement  on any  persons  other than the
parties   hereto  and  their   respective   administrators,   executors,   legal
representatives,  heirs, successors and assignees.  Nothing in this Agreement is
intended  to relieve or  discharge  the  obligation  or  liability  of any third
persons to any party to this  Agreement,  nor shall any provision give any third
persons  any right of  subrogation  or action  over or against any party to this
Agreement.

11.15 Failure or Indulgence Not Waiver; Remedies Cumulative. No failure or delay
on the part of any party  hereto in the  exercise of any right  hereunder  shall
impair such right or be  construed  to be a waiver of, or  acquiescence  in, any
breach of any representation,  warranty, covenant or agreement herein, nor shall
nay  single or partial  exercise  of any such  right  preclude  other or further
exercise thereof or of any other right.  All rights and remedies  existing under
this  Agreement are  cumulative to, and not exclusive of, any rights or remedies
otherwise available.

11.16 Counterparts.  This Agreement may be executed in one or more counterparts,
and by the different parties hereto in separate counterparts, each of which when
executed  shall be deemed to be an  original,  but all of which  taken  together
shall  constitute one and the same agreement.  A facsimile  transmission of this
signed Agreement shall be legal and binding on all parties hereto.



                         NOTE PURCHASE AGREEMENT BETWEEN
              MB SOFTWARE CORPORATION AND T SQUARED INVESTMENTS LLC
                                  PAGE 20 OF 27


<PAGE>


                         [SIGNATURES ON FOLLOWING PAGE]








































                   PREFERRED STOCK PURCHASE AGREEMENT BETWEEN
              MB SOFTWARE CORPORATION AND T SQUARED INVESTMENTS LLC
                                  PAGE 21 OF 27


<PAGE>


     IN WITNESS WHEREOF, the Investors and the Company have as of the date first
written above executed this Agreement.

THE COMPANY:


MB Software Corporation

/s/ Scott A. Haire
- ------------------
By: Scott A. Haire
Title: Chief Executive Officer




INVESTOR:



T Squared Investments LLC
By: T Squared Capital LLCM Managing Member


By: /s/ Thomas Sauve
    ----------------
Thomas Sauve Managing Member
1325 Sixth Avenue, Floor 28
New York NY 10019
















                   PREFERRED STOCK PURCHASE AGREEMENT BETWEEN
              MB SOFTWARE CORPORATION AND T SQUARED INVESTMENTS LLC
                                  PAGE 22 OF 27


<PAGE>


                                   Schedule A










<PAGE>


                                                      NUMBER OF SHARES OF COMMON
                                                           AMOUNT OF STOCK
                                                             INTO WHICH
NAME AND ADDRESS                  INVESTMENT            NOTE IS CONVERTIBLE


T Squared Investments LLC
1325 Sixth Avenue, Floor 28
New York, New York 10019          $700,000                    1,206,897
Attn: Thomas M. Sauve


































                   PREFERRED STOCK PURCHASE AGREEMENT BETWEEN
              MB SOFTWARE CORPORATION AND T SQUARED INVESTMENTS LLC
                                  PAGE 23 OF 27


<PAGE>


                        Schedule 4.3.2 -- Capitalization
                        --------------------------------



















































                   PREFERRED STOCK PURCHASE AGREEMENT BETWEEN
              MB SOFTWARE CORPORATION AND T SQUARED INVESTMENTS LLC
                                  PAGE 24 OF 27


<PAGE>


                         Schedule 4.8 -- List of Brokers
                         -------------------------------



















































                   PREFERRED STOCK PURCHASE AGREEMENT BETWEEN
              MB SOFTWARE CORPORATION AND T SQUARED INVESTMENTS LLC
                                  PAGE 25 OF 27


<PAGE>


                                    Exhibit A
                                    ---------

                                      Note






















































                   PREFERRED STOCK PURCHASE AGREEMENT BETWEEN
              MB SOFTWARE CORPORATION AND T SQUARED INVESTMENTS LLC
                                  PAGE 26 OF 27


<PAGE>


                                    Exhibit B
                                    ---------

                          Registration Rights Agreement
                          -----------------------------








































                   PREFERRED STOCK PURCHASE AGREEMENT BETWEEN
              MB SOFTWARE CORPORATION AND T SQUARED INVESTMENTS LLC
                                  PAGE 27 OF 27

<PAGE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>4
<FILENAME>mbsc8kex103012208.txt
<TEXT>
                                                                    EXHIBIT 10.3


    THE  SECURITIES   REPRESENTED  BY  THIS   CERTIFICATE  HAVE  NOT  BEEN
    REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED (THE "1933
    ACT"),  OR ANY STATE  SECURITIES  LAWS AND NEITHER SUCH SHARES NOR ANY
    INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED,  ASSIGNED OR OTHERWISE
    TRANSFERRED  UNLESS (1) A REGISTRATION  STATEMENT WITH RESPECT THERETO
    IS EFFECTIVE  UNDER THE 1933 ACT AND ANY APPLICABLE  STATE  SECURITIES
    LAWS, OR (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933
    ACT.

    IN ADDITION,  A COMMON STOCK  PURCHASE  AGREEMENT  DATED AS OF JANUARY
    11th, 2008 (THE "PURCHASE AGREEMENT"), A COPY OF WHICH MAY BE OBTAINED
    FROM THE COMPANY AT ITS PRINCIPAL  EXECUTIVE OFFICE,  CONTAINS CERTAIN
    ADDITIONAL  AGREEMENTS  BETWEEN  THE  PARTIES  WITH  RESPECT  TO  THIS
    WARRANT.


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

                             MB SOFTWARE CORPORATION
                        COMMON STOCK PURCHASE WARRANT "A"



Number of Shares: 500,000                      Holder: T Squared Investments LLC

Original Issue Date: January 11th, 2008        Managing Member Attn:

                                               Thomas M. Sauve

Expiration Date: January 11th, 2013            1325 Sixth Avenue, Floor 28

                                               New York NY 10024

Exercise Price per Share: $1.00                tel (212) 763-8616




MB Software Corporation,  a company organized and existing under the laws of the
State of Texas (the  "Company"),  hereby  certifies that, for value received,  T
Squared  Investments LLC, or its registered assigns (the "Warrant  Holder"),  is
entitled,  subject to the terms set forth below, to purchase from the Company up
to Five Hundred  Thousand  (500,000)  shares (as  adjusted  from time to time as
provided in Section 8, the "Warrant  Shares") of common  stock,  $.001 par value
(the  "Common  Stock"),  of the  Company  at a price of One Dollar  ($1.00)  per
Warrant  Share (as  adjusted  from time to time as  provided  in  Section 8, the
"Exercise  Price"),  at any time and from  time to time  from and after the date
thereof and through and  including  5:00 p.m.  New York City time on January 1 1
th, 2013 (or eighteen months of effectiveness of a Registration Statement



MB Software Corporation Warrant / T Squared Investments LLC


<PAGE>


subsequent to the issuance  hereof (such  eighteen  months to be extended by one
month  for  each  month  or  portion  of a month  during  which  a  Registration
Statement's  effectiveness  has lapsed or been suspended),  whichever is longer)
(the "Expiration Date"), and subject to the following terms and conditions:

     1.  Registration  of Warrant.  The Company shall register this Warrant upon
records  to be  maintained  by  the  Company  for  that  purpose  (the  "Warrant
Register"),  in the name of the record  Warrant Holder hereof from time to time.
The Company may deem and treat the registered  Warrant Holder of this Warrant as
the  absolute  owner  hereof  for the  purpose  of any  exercise  hereof  or any
distribution to the Warrant Holder, and for all other purposes,  and the Company
shall not be affected by notice to the contrary.

     2. Investment Representation.  The Warrant Holder by accepting this Warrant
represents that the Warrant Holder is acquiring this Warrant for its own account
or the account of an affiliate for investment  purposes and not with the view to
any  offering  or  distribution  and that the  Warrant  Holder  will not sell or
otherwise dispose of this Warrant or the underlying  Warrant Shares in violation
of  applicable  securities  laws.  The  Warrant  Holder  acknowledges  that  the
certificates  representing any Warrant Shares will bear a legend indicating that
they have not been registered under the United States Securities Act of 1933, as
amended  (the  "1933  Act")  and may not be sold by the  Warrant  Holder  except
pursuant to an effective registration statement or pursuant to an exemption from
registration  requirements  of the 1933 Act and in  accordance  with federal and
state  securities  laws.  If this  Warrant was  acquired  by the Warrant  Holder
pursuant to the exemption  from the  registration  requirements  of the 1933 Act
afforded by  Regulation  S  thereunder,  the  Warrant  Holder  acknowledges  and
covenants  that this  Warrant may not be  exercised  by or on behalf of a Person
during the one year distribution  compliance period (as defined in Regulation S)
following the date hereof.  "Person"  means an  individual,  partnership,  firm,
limited liability company, trust, joint venture,  association,  corporation,  or
any other legal entity.

     3.  Validity of Warrant and Issue of Shares.  The  Company  represents  and
warrants  that this  Warrant has been duly  authorized  and  validly  issued and
warrants  and  agrees  that all of  Common  Stock  that may be  issued  upon the
exercise of the rights  represented by this Wan-ant will,  when issued upon such
exercise,  be duly authorized,  validly issued, fully paid and nonassessable and
free from all taxes,  liens and charges with respect to the issue  thereof.  The
Company  further  warrants  and agrees that during the period  within  which the
rights  represented  by this Warrant may be  exercised,  the Company will at all
times have  authorized  and  reserved  a  sufficient  number of Common  Stock to
provide for the exercise of the rights represented by this Warrant.

     4. Registration of Transfers and Exchange of Warrants.

               a. Subject to compliance with the legend set forth on the face of
this  Warrant,  the Company  shall  register the transfer of any portion of this
Warrant in the Warrant Register, upon surrender of this Warrant with the Form of
Assignment  attached  hereto duly  completed  and signed,  to the Company at the
office specified in or pursuant



                                        2


<PAGE>


to Section 13. Upon any such registration or transfer, a new warrant to purchase
Common Stock, in substantially the form of this Warrant (any such new warrant, a
"New Warrant"),  evidencing the portion of this Warrant so transferred  shall be
issued to the transferee and a New Warrant  evidencing the remaining  portion of
this Warrant not so  transferred,  if any,  shall be issued to the  transferring
Warrant  Holder.  The  acceptance of the New Warrant by the  transferee  thereof
shall be deemed  the  acceptance  of such  transferee  of all of the  rights and
obligations of a Warrant Holder of a Warrant.

               b. This Warrant is exchangeable, upon the surrender hereof by the
Warrant Holder to the office of the Company  specified in or pursuant to Section
13 for one or more  New  Warrants,  evidencing  in the  aggregate  the  right to
purchase the number of Warrant Shares which may then be purchased hereunder. Any
such New Warrant will be dated the date of such exchange.

     5. Exercise of Warrants.

               a. Upon  surrender  of this  Warrant with the Form of Election to
Purchase  attached  hereto  duly  completed  and signed to the  Company,  at its
address set forth in Section 13, and upon  payment and  delivery of the Exercise
Price per  Warrant  Share  multiplied  by the number of Warrant  Shares that the
Warrant  Holder  intends to purchase  hereunder,  in lawful  money of the United
States of America,  in cash or by certified or official bank check or checks, to
the Company,  all as specified by the Warrant  Holder in the Form of Election to
Purchase, the Company shall promptly (but in no event later than 7 business days
after the Date of Exercise (as defined  herein)) issue or cause to be issued and
cause to be delivered to or upon the written order of the Warrant  Holder and in
such  name  or  names  as the  Warrant  Holder  may  designate  (subject  to the
restrictions  on transfer  described in the legend set forth on the face of this
Warrant), a certificate for the Warrant Shares issuable upon such exercise, with
such restrictive legend as required by the 1933 Act. Any person so designated by
the  Warrant  Holder to receive  Warrant  Shares  shall be deemed to have become
holder of  record of such  Warrant  Shares  as of the Date of  Exercise  of this
Warrant.

               b. A "Date of Exercise" means the date on which the Company shall
have  received (i) this Warrant (or any New Warrant,  as  applicable),  with the
Form of Election to Purchase  attached  hereto (or attached to such New Warrant)
appropriately  completed and duly signed, and (ii) payment of the Exercise Price
for the  number of  Warrant  Shares so  indicated  by the  Warrant  Holder to be
purchased.

               c. This Warrant shall be exercisable at any time and from time to
time for such number of Warrant  Shares as is indicated in the attached  Form of
Election  To  Purchase.  If less  than all of the  Warrant  Shares  which may be
purchased  under this Warrant are exercised at any time, the Company shall issue
or cause to be issued,  at its expense,  a New Warrant  evidencing  the right to
purchase the remaining  number of Warrant  Shares for which no exercise has been
evidenced by this Warrant.

               d. (i) Notwithstanding  anything contained herein to the contrary
but  subject  to  Section 6, the holder of this  Warrant  may,  at its  election
exercised in its sole

                                       3
<PAGE>


  discretion, exercise this Warrant in whole or in part and, in lieu of making
  the cash payment otherwise contemplated to be made to the Company upon such
  exercise in payment of the Aggregate Exercise Price, elect instead to receive
  upon such exercise the "Net Number" of shares of Common Stock determined
  according to the following formula (a "Cashless Exercise"):

                        Net Number = (A x (B - C))/B

               (ii) For purposes of the foregoing formula:

                    A= the  total  number  shares  with  respect  to which  this
                    Warrant is then being exercised.

                    B= the last  reported  sale price (as reported by Bloomberg)
                    of the Common Stock on the trading day immediately preceding
                    the date of the Exercise Notice.

                    C= the Warrant  Exercise Price then in effect at the time of
                    such exercise.

               e. The  holder of this  Warrant  agrees  not to elect a  Cashless
Exercise for a period of six (6) months.  The holder of this Warrant also agrees
not to elect a Cashless  Exercise so long as there is an effective  registration
statement for the Warrant Shares.

     6. Maximum  Exercise.  The Warrant Holder shall not be entitled to exercise
this Warrant on a Date of Exercise in  connection  with that number of shares of
Common  Stock which would be in excess of the sum of (i) the number of shares of
Common Stock  beneficially  owned by the Warrant Holder and its affiliates on an
exercise  date,  and (ii) the number of shares of Common Stock issuable upon the
exercise  of this  Warrant  with  respect  to which  the  determination  of this
limitation is being made on an exercise  date,  which would result in beneficial
ownership  by the  Warrant  Holder and its  affiliates  of more than 4.9% of the
outstanding shares of Common Stock on such date. This Section 6 may be waived or
amended  only with the  consent of the  Holder  and the  consent of holders of a
majority of the shares of  outstanding  Common  Stock of the Company who are not
Affiliates.  For the purposes of the immediately  preceding  sentence,  the term
"Affiliate" shall mean any person: (a) that directly,  or indirectly through one
or more  intermediaries,  controls,  or is  controlled  by,  or is under  common
control with, the Company; or (b) who beneficially owns (i) the Company's Common
Stock Purchase Warrant "B" dated January 11th,  2008, or (ii) this Warrant.  For
the purposes of the immediately  preceding sentence,  beneficial ownership shall
be determined in accordance with Section 13(d) of the Securities Exchange Act of
1934, as amended, and Regulation 13d-3 thereunder.

     7. Adjustment of Exercise Price and Number of Shares.  The character of the
shares of stock or other  securities  at the time issuable upon exercise of this
Warrant and the Exercise  Price  therefore,  are subject to adjustment  upon the
occurrence  of  the  following  events,   and  all  such  adjustments  shall  be
cumulative:

                                       4
<PAGE>


               a.    Adjustment    for   Stock    Splits,    Stock    Dividends,
Recapitalizations,  Etc.  The  Exercise  Price of this Warrant and the number of
shares of Common Stock or other securities at the time issuable upon exercise of
this  Warrant  shall be  appropriately  adjusted to reflect any stock  dividend,
stock split, combination of shares, reclassification,  recapitalization or other
similar event affecting the number of outstanding shares of stock or securities.

               b. Adjustment for Reorganization,  Consolidation, Merger, Etc. In
case of any  consolidation  or  merger  of the  Company  with or into any  other
corporation,  entity or person, or any other corporate reorganization,  in which
the  Company  shall  not  be  the   continuing  or  surviving   entity  of  such
consolidation,  merger or reorganization (any such transaction being hereinafter
referred  to as a  "Reorganization"),  then,  in each  case,  the holder of this
Warrant, on exercise hereof at any time after the consummation or effective date
of such  Reorganization  (the "Effective Date"),  shall receive,  in lieu of the
shares of stock or other  securities  at any time  issuable upon the exercise of
the Warrant issuable on such exercise prior to the Effective Date, the stock and
other  securities and property  (including cash) to which such holder would have
been entitled upon the Effective  Date if such holder had exercised this Warrant
immediately prior thereto (all subject to further adjustment as provided in this
Warrant).

               c.  Certificate as to  Adjustments.  In case of any adjustment or
readjustment in the price or kind of securities issuable on the exercise of this
Warrant,  the Company will promptly give written notice thereof to the holder of
this Warrant in the form of a certificate,  certified and confirmed by the Board
of Directors of the Company,  setting forth such adjustment or readjustment  and
showing  in  reasonable   detail  the  facts  upon  which  such   adjustment  or
readjustment is based.

               d.

                    i. The  Company  fails to meet  certain  earnings  per share
projections.  In the event the Company earns between $0.093 and $0.046 per share
(where such earnings in this paragraph  shall always be defined as earnings on a
pre taxed fully diluted basis (including dilution from any options, warrants and
convertible  securities)  as reported  for the first six months ended June 30th,
2008 from  continuing  operations  before any  non-cash  items the then  current
warrant  exercise price shall be reduced  proportionately  by 0% if the earnings
are $0.093  per share and by 50% if the  earnings  are  $0.046  per  share.  For
example,  if the Company earns $0.074 per share,  or 20% below $0.093 per share,
then the current warrant  exercise price shall be reduced by 20%. Such reduction
shall  automatically  be in effect  at the time the June  30th,  2008  financial
results are reported or at any other time that the Investor and the Company have
a written and executed agreement stating  otherwise,  and shall be made from the
starting exercise price of the warrants being the exercise price of the warrants
at that time,  and shall be  cumulative  upon any other  changes to the exercise
price of the warrant that may already have been made.

                    ii. The Company  fails to meet  certain  earnings  per share
projections. In the event the Company earns between $0.204 and $0.102 per share

                                       5
<PAGE>

(where such earnings in this paragraph  shall always be defined as earnings on a
pre taxed fully diluted basis (including dilution from any options, warrants and
convertible  securities)  as reported for the fiscal year ended  December  31st,
2008 from  continuing  operations  before any  non-cash  items the then  current
warrant  exercise price shall be reduced  proportionately  by 0% if the earnings
are $0.204  per share and by 50% if the  earnings  are  $0.102  per  share.  For
example,  if the Company earns $0.163 per share,  or 20% below $0.204 per share,
then the then  current  warrant  exercise  price  shall be reduced by 20%.  Such
reduction shall  automatically  be in effect at the time the December 31st, 2008
financial  results are  reported or at any other time that the  Investor and the
Company have a written and executed  agreement stating  otherwise,  and shall be
made from the starting  exercise  price of the warrants being the exercise price
of the warrants at that time, and shall be cumulative  upon any other changes to
the exercise price of the warrant that may already have been made.

                    iii.  Notwithstanding the foregoing,  no adjustment shall be
made to the  Conversion  Price if the price (as quoted on the OTCBB or  national
exchange  on which the Common  Stock  trades,  has not,  during the three  month
periods prior to the  measurement  date  referenced in 7.d.i.  or 7.d.ii.,  been
below $3.00 for any twenty (20) consecutive day period.

               e. The  Company  sells,  grants or issues  any  shares,  options,
warrants, or any instrument  convertible into shares or equity in any form below
the  exercise  price per share of the warrant.  In the event the Company  sells,
grants or issues any shares,  options,  warrants, or any instrument  convertible
into shares or equity in any form below the current  exercise price per share of
the warrant,  then the current exercise price per share for the warrant shall be
reduced to such lower price per share.  Such reduction shall be made at the time
such transaction is executed.

     8. Fractional  Shares.  The Company shall not be required to issue or cause
to be issued  fractional  Warrant  Shares on the exercise of this  Warrant.  The
number of full Warrant  Shares that shall be issuable  upon the exercise of this
Warrant  shall be  computed  on the basis of the  aggregate  number of  Warrants
Shares purchasable on exercise of this Warrant so presented.  If any fraction of
a Warrant Share would,  except for the provisions of this Section 9, be issuable
on the exercise of this Warrant,  the Company shall,  at its option,  (i) pay an
amount in cash equal to the Exercise  Price  multiplied by such fraction or (ii)
round the number of Warrant Shares issuable, up to the next whole number.

     9. Sale or Merger of the Company. Upon a Change in Control, the restriction
contained in Section 7 shall immediately be released and the Warrant Holder will
have the right to exercise this Warrant concurrently with such Change in Control
event or the  Investor  will be paid the  difference  between the Sale or Merger
price  and the  exercise  price of the  Warrant  at the  closing  of the Sale or
Merger. For purposes of this Warrant,  the term "Change in Control" shall mean a
consolidation or merger of the Company with or into another company or entity in
which  the  Company  is  not  the  surviving  entity  or  the  sale  of  all  or
substantially all of the assets of the Company to

                                       6
<PAGE>


another  company or entity not controlled by the then existing  stockholders  of
the Company in a transaction or series of transactions.

     10.  Notice of Intent to Sell or Merge the  Company.  The Company will give
Warrant  Holder  fifteen  (15) days notice  before the event of a sale of all or
substantially all of the assets of the Company or the merger or consolidation of
the Company in a transaction in which the Company is not the surviving entity.

     11. Call by the Company. This Warrant contains a callable feature requiring
the automatic  exercise at any time prior to the  Expiration  Date if the volume
weighted  average public market price of the Company's  common stock is equal to
or in  excess  of the  callable  price of $3.00 per share for a period of twenty
(20) consecutive days and if there is an effective registration in place for the
shares underlying the Warrant.  Upon occurrence of the Automatic  Exercise,  the
Company  shall  provide  the Holder  with  notice of such  Automatic  Conversion
("Automatic  Exercise  Notice").  Upon receipt of the Automatic Exercise Notice,
the Holder must  exercise,  in whole or in part,  this  Warrant  within ten (10)
days.  In the event that this Warrant is  exercised,  the Holder must deliver to
the  Company  at its office  pursuant  to  Section  13, on or before  5:00 p.m.,
Eastern Time, on the required  date,  (i) Form of Election to Purchase  properly
executed and completed by Holder or an authorized officer thereof,  (ii) a check
payable to the order of the  Company,  in an amount  equal to the product of the
Exercise  Price  multiplied  by the number of Warrant  Shares  specified  in the
Exercise Notice, and (iii) this Warrant. In no event may the Company require the
Investor to exercise  any such  warrant that would force the Investor to violate
the 4.9% provision in the Stock Purchase Agreement or this Warrant Agreement.

     12.   Issuance  of   Substitute   Warrant.   In  the  event  of  a  merger,
consolidation,   recapitalization   or   reorganization  of  the  Company  or  a
reclassification  of Company shares of stock,  which results in an adjustment to
the  number  of  shares  subject  to this  Warrant  and/or  the  Exercise  Price
hereunder,  the  Company  agrees  to issue to the  Warrant  Holder a  substitute
Warrant  reflecting the adjusted number of shares and/or Exercise Price upon the
surrender of this Warrant to the Company.

     13.  Notice.  All notices and other  communications  hereunder  shall be in
writing  and  shall be  deemed  to have  been  given  (i) on the  date  they are
delivered  if  delivered  in  person;  (ii) on the date  initially  received  if
delivered by facsimile  transmission  followed by registered  or certified  mail
confirmation;  (iii) on the date delivered by an overnight  courier service;  or
(iv) on the third  business  day after it is mailed by  registered  or certified
mail, return receipt requested with postage and other fees prepaid as follows:

                           If to the Company:
                           ------------------

                           MB Software Corporation 777 Main Street,
                           Suite 3100 Fort Worth, Texas 76102

                                       7


<PAGE>


                           If to the Warrant Holder:
                           -------------------------
                           T Squared Investments LLC C/O T Squared
                           Capital LLC Attn: Thomas M. Sauve Managing
                           Member
                           302 West 79th Street, Suite 6D New York, NY
                           10024


     14. Miscellaneous.

               a. This  Warrant  shall be binding on and inure to the benefit of
the parties hereto and their respective  successors and permitted assigns.  This
Warrant may be amended  only by a writing  signed by the Company and the Warrant
Holder.

               b.  Nothing in this  Warrant  shall be  construed  to give to any
person or corporation other than the Company and the Warrant Holder any legal or
equitable  right,  remedy or cause of action  under this  Warrant;  this Warrant
shall be for the sole and  exclusive  benefit  of the  Company  and the  Warrant
Holder.

               c. This Warrant  shall be governed by,  construed and enforced in
accordance with the internal laws of the State of New York without regard to the
principles of conflicts of law thereof.

               d.  The  headings  herein  are  for  convenience   only,  do  not
constitute a part of this Warrant and shall not be deemed to limit or affect any
of the provisions hereof.

               e. In case  any one or  more of the  provisions  of this  Warrant
shall  be  invalid  or   unenforceable   in  any   respect,   the  validity  and
enforceablilty  of the remaining  terms and provisions of this Warrant shall not
in any way be affected or impaired  thereby and the parties will attempt in good
faith  to  agree  upon a  valid  and  enforceable  provision  which  shall  be a
commercially  reasonably  substitute  therefore,  and  upon so  agreeing,  shall
incorporate such substitute provision in this Warrant.

               f. The Warrant Holder shall not, by virtue hereof, be entitled to
any voting or other rights of a  shareholder  of the  Company,  either at law or
equity,  and the rights of the Warrant Holder are limited to those  expressed in
this Warrant.



                         [SIGNATURES ON FOLLOWING PAGE]

                                       8
<PAGE>


     IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed
by the authorized officer as of the date first above stated.



 MB Software Corporation, a Texas corporation



 By:
 Name: Scott A. Haire
 Title: Chief Executive Officer

















                                       9


<PAGE>


                          FORM OF ELECTION TO PURCHASE

(To be executed by the Warrant  Holder to exercise the right to purchase  shares
of Common Stock under the foregoing Warrant)


To: MB Software Corporation:

In accordance with the Warrant  enclosed with this Form of Election to Purchase,
the        undersigned         hereby        irrevocably        elects        to
purchase______________________shares of Common Stock ("Common Stock"), $.001 par
value, of MB Software  Corporation,  and encloses the warrant and $1.00 for each
Warrant Share being purchased or an aggregate of  $_________________  in cash or
certified or official bank check or checks,  which sum  represents the aggregate
Exercise Price (as defined in the Warrant)  together with any  applicable  taxes
payable by the undersigned pursuant to the Warrant.


The  undersigned  requests  that  certificates  for the  shares of Common  Stock
issuable upon this exercise be issued in the name of:

__________________________________________
__________________________________________
__________________________________________
(Please print name and address)

__________________________________________
(Please insert Social Security or Tax Identification Number)

If the number of shares of Common Stock issuable upon this exercise shall not be
all of the shares of Common Stock which the  undersigned is entitled to purchase
in accordance with the enclosed  Warrant,  the  undersigned  requests that a New
Warrant (as defined in the Warrant)  evidencing the right to purchase the shares
of Common Stock not issuable pursuant to the exercise evidenced hereby be issued
in the name of and delivered to:

__________________________________________
__________________________________________
__________________________________________
(Please print name and address)

Dated: ________________   Name of Warrant Holder: T Squared Investments LLC

                          Print:____________________________________________

                          By:_______________________________________________
                          Name: Thomas M. Sauve
                          Title: Managing Member

                          Signature must conform in all respects to name of
                          Warrant Holder as specified on the face of the Warrant








                                       10

<PAGE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>5
<FILENAME>mbsc8kex104012208.txt
<TEXT>

                                                                    EXHIBIT 10.4


    THE  SECURITIES   REPRESENTED  BY  THIS   CERTIFICATE  HAVE  NOT  BEEN
    REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED (THE "1933
    ACT"),  OR ANY STATE  SECURITIES  LAWS AND NEITHER SUCH SHARES NOR ANY
    INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED,  ASSIGNED OR OTHERWISE
    TRANSFERRED  UNLESS (1) A REGISTRATION  STATEMENT WITH RESPECT THERETO
    IS EFFECTIVE  UNDER THE 1933 ACT AND ANY APPLICABLE  STATE  SECURITIES
    LAWS, OR (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933
    ACT.



    IN ADDITION,  A COMMON STOCK  PURCHASE  AGREEMENT  DATED AS OF JANUARY
    11th, 2008 (THE "PURCHASE AGREEMENT"), A COPY OF WHICH MAY BE OBTAINED
    FROM THE COMPANY AT ITS PRINCIPAL  EXECUTIVE OFFICE,  CONTAINS CERTAIN
    ADDITIONAL  AGREEMENTS  BETWEEN  THE  PARTIES  WITH  RESPECT  TO  THIS
    WARRANT.




                             MB SOFTWARE CORPORATION

                        COMMON STOCK PURCHASE WARRANT "B"


Number of Shares: 1,000,000                    Holder: T Squared Investments LLC

Original Issue Date: January 11th, 2008        Managing Member

                                               Attn: Thomas M. Sauve

Expiration Date: January 11th, 2013            1325 Sixth Avenue, Floor 28

                                               New York NY 10024

Exercise Price per Share: $1.25                tel (212) 763-8616

MB Software Corporation,  a company organized and existing under the laws of the
State of Texas (the  "Company"),  hereby  certifies that, for value received,  T
Squared  Investments LLC, or its registered assigns (the "Warrant  Holder"),  is
entitled,  subject to the terms set forth below, to purchase from the Company up
to One Million  (1,000,000) shares (as adjusted from time to time as provided in
Section 8, the "Warrant  Shares") of common stock,  $.001 par value (the "Common
Stock"),  of the Company at a price of One Dollar and Twenty Five Cents  ($1.25)
per Warrant  Share (as adjusted  from time to time as provided in Section 8, the
"Exercise  Price"),  at any time and from  time to time  from and after the date
thereof and through and including  5:00 p.m. New York City time on January 11th,
2013 (or eighteen months of effectiveness of a Registration



MB Software Corporation Warrant / T Squared Investments LLC


<PAGE>

Statement subsequent to the issuance hereof (such eighteen months to be extended
by one month for each month or portion of a month  during  which a  Registration
Statement's  effectiveness  has lapsed or been suspended),  whichever is longer)
(the "Expiration Date"), and subject to the following terms and conditions:

     1.  Registration  of Warrant.  The Company shall register this Warrant upon
records  to be  maintained  by  the  Company  for  that  purpose  (the  "Warrant
Register"),  in the name of the record  Warrant Holder hereof from time to time.
The Company may deem and treat the registered  Warrant Holder of this Warrant as
the  absolute  owner  hereof  for the  purpose  of any  exercise  hereof  or any
distribution to the Warrant Holder, and for all other purposes,  and the Company
shall not be affected by notice to the contrary.

     2. Investment Representation.  The Warrant Holder by accepting this Warrant
represents that the Warrant Holder is acquiring this Warrant for its own account
or the account of an affiliate for investment  purposes and not with the view to
any  offering  or  distribution  and that the  Warrant  Holder  will not sell or
otherwise dispose of this Warrant or the underlying  Warrant Shares in violation
of  applicable  securities  laws.  The  Warrant  Holder  acknowledges  that  the
certificates  representing any Warrant Shares will bear a legend indicating that
they have not been registered under the United States Securities Act of 1933, as
amended  (the  "1933  Act")  and may not be sold by the  Warrant  Holder  except
pursuant to an effective registration statement or pursuant to an exemption from
registration  requirements  of the 1933 Act and in  accordance  with federal and
state  securities  laws.  If this  Warrant was  acquired  by the Warrant  Holder
pursuant to the exemption  from the  registration  requirements  of the 1933 Act
afforded by  Regulation  S  thereunder,  the  Warrant  Holder  acknowledges  and
covenants  that this  Warrant may not be  exercised  by or on behalf of a Person
during the one year distribution  compliance period (as defined in Regulation S)
following the date hereof.  "Person"  means an  individual,  partnership,  firm,
limited liability company, trust, joint venture,  association,  corporation,  or
any other legal entity.

     3.  Validity of Warrant and Issue of Shares.  The  Company  represents  and
warrants  that this  Warrant has been duly  authorized  and  validly  issued and
warrants  and  agrees  that all of  Common  Stock  that may be  issued  upon the
exercise of the rights  represented by this Warrant will,  when issued upon such
exercise,  be duly authorized,  validly issued, fully paid and nonassessable and
free from all taxes,  liens and charges with respect to the issue  thereof.  The
Company  further  warrants  and agrees that during the period  within  which the
rights  represented  by this Warrant may be  exercised,  the Company will at all
times have  authorized  and  reserved  a  sufficient  number of Common  Stock to
provide for the exercise of the rights represented by this Warrant.

     4. Registration of Transfers and Exchange of Warrants.

               a. Subject to compliance with the legend set forth on the face of
this  Warrant,  the Company  shall  register the transfer of any portion of this
Warrant in the Warrant Register, upon surrender of this Warrant with the Form of
Assignment  attached  hereto duly  completed  and signed,  to the Company at the
office specified in or pursuant



                                       2
<PAGE>

to Section 13. Upon any such registration or transfer, a new warrant to purchase
Common Stock, in substantially the form of this Warrant (any such new warrant, a
"New Warrant"), evidencing the portion of this Warrant so transferred shall be
issued to the transferee and a New Warrant evidencing the remaining portion of
this Warrant not so transferred, if any, shall be issued to the transferring
Warrant Holder. The acceptance of the New Warrant by the transferee thereof
shall be deemed the acceptance of such transferee of all of the rights and
obligations of a Warrant Holder of a Warrant.

               b. This Warrant is exchangeable, upon the surrender hereof by the
Warrant Holder to the office of the Company  specified in or pursuant to Section
13 for one or more  New  Warrants,  evidencing  in the  aggregate  the  right to
purchase the number of Warrant Shares which may then be purchased hereunder. Any
such New Warrant will be dated the date of such exchange.

     5. Exercise of Warrants.

               a. Upon  surrender  of this  Warrant with the Form of Election to
Purchase  attached  hereto  duly  completed  and signed to the  Company,  at its
address set forth in Section 13, and upon  payment and  delivery of the Exercise
Price per  Warrant  Share  multiplied  by the number of Warrant  Shares that the
Warrant  Holder  intends to purchase  hereunder,  in lawful  money of the United
States of America,  in cash or by certified or official bank check or checks, to
the Company,  all as specified by the Warrant  Holder in the Form of Election to
Purchase, the Company shall promptly (but in no event later than 7 business days
after the Date of Exercise (as defined  herein)) issue or cause to be issued and
cause to be delivered to or upon the written order of the Warrant  Holder and in
such  name  or  names  as the  Warrant  Holder  may  designate  (subject  to the
restrictions  on transfer  described in the legend set forth on the face of this
Warrant), a certificate for the Warrant Shares issuable upon such exercise, with
such restrictive legend as required by the 1933 Act. Any person so designated by
the  Warrant  Holder to receive  Warrant  Shares  shall be deemed to have become
holder of  record of such  Warrant  Shares  as of the Date of  Exercise  of this
Warrant.

               b. A "Date of Exercise" means the date on which the Company shall
have  received (i) this Warrant (or any New Warrant,  as  applicable),  with the
Form of Election to Purchase  attached  hereto (or attached to such New Warrant)
appropriately  completed and duly signed, and (ii) payment of the Exercise Price
for the  number of  Warrant  Shares so  indicated  by the  Warrant  Holder to be
purchased.

               c. This Warrant shall be exercisable at any time and from time to
time for such number of Warrant  Shares as is indicated in the attached  Form of
Election  To  Purchase.  If less  than all of the  Warrant  Shares  which may be
purchased  under this Warrant are exercised at any time, the Company shall issue
or cause to be issued,  at its expense,  a New Warrant  evidencing  the right to
purchase the remaining  number of Warrant  Shares for which no exercise has been
evidenced by this Warrant.

               d. (i) Notwithstanding  anything contained herein to the contrary
but  subject  to  Section 6, the holder of this  Warrant  may,  at its  election
exercised in its sole



                                       3
<PAGE>



 discretion, exercise this Warrant in whole or in part and, in lieu of making
 the cash payment otherwise contemplated to be made to the Company upon such
 exercise in payment of the Aggregate Exercise Price, elect instead to receive
 upon such exercise the "Net Number" of shares of Common Stock determined
 according to the following formula (a "Cashless Exercise"):

                     Net Number = (A x (B C))/B (ii)

               For purposes of the foregoing formula:

               A= the total number  shares with respect to which this Warrant is
               then being exercised.

               B= the last reported sale price (as reported by Bloomberg) of the
               Common Stock on the trading day immediately preceding the date of
               the Exercise Notice.

               C= the Warrant  Exercise Price then in effect at the time of such
               exercise.

               e. The  holder of this  Warrant  agrees  not to elect a  Cashless
Exercise for a period of six (6) months.  The holder of this Warrant also agrees
not to elect a Cashless  Exercise so long as there is an effective  registration
statement for the Warrant Shares.


     6. Maximum  Exercise.  The Warrant Holder shall not be entitled to exercise
this Warrant on a Date of Exercise in  connection  with that number of shares of
Common  Stock which would be in excess of the sum of (i) the number of shares of
Common Stock  beneficially  owned by the Warrant Holder and its affiliates on an
exercise  date,  and (ii) the number of shares of Common Stock issuable upon the
exercise  of this  Warrant  with  respect  to which  the  determination  of this
limitation is being made on an exercise  date,  which would result in beneficial
ownership  by the  Warrant  Holder and its  affiliates  of more than 4.9% of the
outstanding shares of Common Stock on such date. This Section 6 may be waived or
amended  only with the  consent of the  Holder  and the  consent of holders of a
majority of the shares of  outstanding  Common  Stock of the Company who are not
Affiliates.  For the purposes of the immediately  preceding  sentence,  the term
"Affiliate" shall mean any person: (a) that directly,  or indirectly through one
or more  intermediaries,  controls,  or is  controlled  by,  or is under  common
control with, the Company; or (b) who beneficially owns (i) the Company's Common
Stock Purchase Warrant "A" dated January 1 1 th, 2007, or (ii) this Warrant. For
the purposes of the immediately  preceding sentence,  beneficial ownership shall
be determined in accordance with Section 13(d) of the Securities Exchange Act of
1934, as amended, and Regulation 13d-3 thereunder.

     7. Adjustment of Exercise Price and Number of Shares.  The character of the
shares of stock or other  securities  at the time issuable upon exercise of this
Warrant and the Exercise  Price  therefore,  are subject to adjustment  upon the
occurrence  of  the  following  events,   and  all  such  adjustments  shall  be
cumulative:



                                       4
<PAGE>



               a.    Adjustment    for   Stock    Splits,    Stock    Dividends,
Recapitalizations,  Etc.  The  Exercise  Price of this Warrant and the number of
shares of Common Stock or other securities at the time issuable upon exercise of
this  Warrant  shall be  appropriately  adjusted to reflect any stock  dividend,
stock split, combination of shares, reclassification,  recapitalization or other
similar event affecting the number of outstanding shares of stock or securities.

               b. Adjustment for Reorganization,  Consolidation, Merger, Etc. In
case of any  consolidation  or  merger  of the  Company  with or into any  other
corporation,  entity or person, or any other corporate reorganization,  in which
the  Company  shall  not  be  the   continuing  or  surviving   entity  of  such
consolidation,  merger or reorganization (any such transaction being hereinafter
referred  to as a  "Reorganization"),  then,  in each  case,  the holder of this
Warrant, on exercise hereof at any time after the consummation or effective date
of such  Reorganization  (the "Effective Date"),  shall receive,  in lieu of the
shares of stock or other  securities  at any time  issuable upon the exercise of
the Warrant issuable on such exercise prior to the Effective Date, the stock and
other  securities and property  (including cash) to which such holder would have
been entitled upon the Effective  Date if such holder had exercised this Warrant
immediately prior thereto (all subject to further adjustment as provided in this
Warrant).

               c.  Certificate as to  Adjustments.  In case of any adjustment or
readjustment in the price or kind of securities issuable on the exercise of this
Warrant,  the Company will promptly give written notice thereof to the holder of
this Warrant in the form of a certificate,  certified and confirmed by the Board
of Directors of the Company,  setting forth such adjustment or readjustment  and
showing  in  reasonable   detail  the  facts  upon  which  such   adjustment  or
readjustment is based.

               d.

                    i. The  Company  fails to meet  certain  earnings  per share
projections.  In the event the Company earns between $0.093 and $0.046 per share
(where such earnings in this paragraph  shall always be defined as earnings on a
pre taxed fully diluted basis (including dilution from any options, warrants and
convertible  securities)  as reported  for the first six months ended June 30th,
2008 from  continuing  operations  before any  non-cash  items the then  current
warrant  exercise price shall be reduced  proportionately  by 0% if the earnings
are $0.093  per share and by 50% if the  earnings  are  $0.046  per  share.  For
example,  if the Company earns $0.074 per share,  or 20% below $0.093 per share,
then the current warrant  exercise price shall be reduced by 20%. Such reduction
shall  automatically  be in effect  at the time the June  30th,  2008  financial
results are reported or at any other time that the Investor and the Company have
a written and executed agreement stating  otherwise,  and shall be made from the
starting exercise price of the warrants being the exercise price of the warrants
at that time,  and shall be  cumulative  upon any other  changes to the exercise
price of the warrant that may already have been made.

                    ii. The Company  fails to meet  certain  earnings  per share
projections. In the event the Company earns between $0.204 and $0.102 per share



                                       5
<PAGE>

(where such earnings in this paragraph  shall always be defined as earnings on a
pre taxed fully diluted basis (including dilution from any options, warrants and
convertible  securities)  as reported for the fiscal year ended  December  31st,
2008 from  continuing  operations  before any  non-cash  items the then  current
warrant  exercise price shall be reduced  proportionately  by 0% if the earnings
are $0.204  per share and by 50% if the  earnings  are  $0.102  per  share.  For
example,  if the Company earns $0.163 per share,  or 20% below $0.204 per share,
then the then  current  warrant  exercise  price  shall be reduced by 20%.  Such
reduction shall  automatically  be in effect at the time the December 31st, 2008
financial  results are  reported or at any other time that the  Investor and the
Company have a written and executed  agreement stating  otherwise,  and shall be
made from the starting  exercise  price of the warrants being the exercise price
of the warrants at that time, and shall be cumulative  upon any other changes to
the exercise price of the warrant that may already have been made.

                    iii.  Notwithstanding the foregoing,  no adjustment shall be
made to the  Conversion  Price if the price (as quoted on the OTCBB or  national
exchange  on which the Common  Stock  trades,  has not,  during the three  month
periods prior to the  measurement  date  referenced in 7.d.i.  or 7.d.ii.,  been
below $3.00 for any twenty (20) consecutive day period.

               e. The  Company  sells,  grants or issues  any  shares,  options,
warrants, or any instrument  convertible into shares or equity in any form below
the  exercise  price per share of the warrant.  In the event the Company  sells,
grants or issues any shares,  options,  warrants, or any instrument  convertible
into shares or equity in any form below the current  exercise price per share of
the warrant,  then the current exercise price per share for the warrant shall be
reduced to such lower price per share.  Such reduction shall be made at the time
such transaction is executed.

     8. Fractional  Shares.  The Company shall not be required to issue or cause
to be issued  fractional  Warrant  Shares on the exercise of this  Warrant.  The
number of full Warrant  Shares that shall be issuable  upon the exercise of this
Warrant  shall be  computed  on the basis of the  aggregate  number of  Warrants
Shares purchasable on exercise of this Warrant so presented.  If any fraction of
a Warrant Share would,  except for the provisions of this Section 9, be issuable
on the exercise of this Warrant,  the Company shall,  at its option,  (i) pay an
amount in cash equal to the Exercise  Price  multiplied by such fraction or (ii)
round the number of Warrant Shares issuable, up to the next whole number.

     9. Sale or Merger of the Company. Upon a Change in Control, the restriction
contained in Section 7 shall immediately be released and the Warrant Holder will
have the right to exercise this Warrant concurrently with such Change in Control
event or the  Investor  will be paid the  difference  between the Sale or Merger
price  and the  exercise  price of the  Warrant  at the  closing  of the Sale or
Merger. For purposes of this Warrant,  the term "Change in Control" shall mean a
consolidation or merger of the Company with or into another company or entity in
which  the  Company  is  not  the  surviving  entity  or  the  sale  of  all  or
substantially all of the assets of the Company to



                                       6
<PAGE>


another company or entity not controlled by the then existing stockholders of
the Company in a transaction or series of transactions.

     10.  Notice of Intent to Sell or Merge the  Company.  The Company will give
Warrant  Holder  fifteen  (15) days notice  before the event of a sale of all or
substantially all of the assets of the Company or the merger or consolidation of
the Company in a transaction in which the Company is not the surviving entity.

     11. Call by the Company. This Warrant contains a callable feature requiring
the automatic  exercise at any time prior to the  Expiration  Date if the volume
weighted  average public market price of the Company's  common stock is equal to
or in  excess  of the  callable  price of $3.75 per share for a period of twenty
(20) consecutive days and if there is an effective registration in place for the
shares underlying the Warrant.  Upon occurrence of the Automatic  Exercise,  the
Company  shall  provide  the Holder  with  notice of such  Automatic  Conversion
("Automatic  Exercise  Notice").  Upon receipt of the Automatic Exercise Notice,
the Holder must  exercise,  in whole or in part,  this  Warrant  within ten (10)
days.  In the event that this Warrant is  exercised,  the Holder must deliver to
the  Company  at its office  pursuant  to  Section  13, on or before  5:00 p.m.,
Eastern Time, on the required  date,  (i) Form of Election to Purchase  properly
executed and completed by Holder or an authorized officer thereof,  (ii) a check
payable to the order of the  Company,  in an amount  equal to the product of the
Exercise  Price  multiplied  by the number of Warrant  Shares  specified  in the
Exercise Notice, and (iii) this Warrant. In no event may the Company require the
Investor to exercise  any such  warrant that would force the Investor to violate
the 4.9% provision in the Stock Purchase Agreement or this Warrant Agreement.

     12.   Issuance  of   Substitute   Warrant.   In  the  event  of  a  merger,
consolidation,   recapitalization   or   reorganization  of  the  Company  or  a
reclassification  of Company shares of stock,  which results in an adjustment to
the  number  of  shares  subject  to this  Warrant  and/or  the  Exercise  Price
hereunder,  the  Company  agrees  to issue to the  Warrant  Holder a  substitute
Warrant  reflecting the adjusted number of shares and/or Exercise Price upon the
surrender of this Warrant to the Company.

     13.  Notice.  All notices and other  communications  hereunder  shall be in
writing  and  shall be  deemed  to have  been  given  (i) on the  date  they are
delivered  if  delivered  in  person;  (ii) on the date  initially  received  if
delivered by facsimile  transmission  followed by registered  or certified  mail
confirmation;  (iii) on the date delivered by an overnight  courier service;  or
(iv) on the third  business  day after it is mailed by  registered  or certified
mail, return receipt requested with postage and other fees prepaid as follows:

                         If to the Company:
                         ------------------

                         MB Software Corporation
                         777 Main Street,
                         Suite 3100 Fort Worth, Texas 76102



                                       7
<PAGE>


                          If to the Warrant Holder:
                          -------------------------

                          T  Squared  Investments  LLC
                          C/O T Squared Capital LLC
                          Attn: Thomas M. Sauve
                          Managing Member
                          302 West 79th Street, Suite 6D
                          New York, NY 10024


     14. Miscellaneous.

               a. This  Warrant  shall be binding on and inure to the benefit of
the parties hereto and their respective  successors and permitted assigns.  This
Warrant may be amended  only by a writing  signed by the Company and the Warrant
Holder.

               b.  Nothing in this  Warrant  shall be  construed  to give to any
person or corporation other than the Company and the Warrant Holder any legal or
equitable  right,  remedy or cause of action  under this  Warrant;  this Warrant
shall be for the sole and  exclusive  benefit  of the  Company  and the  Warrant
Holder.

               c. This Warrant  shall be governed by,  construed and enforced in
accordance with the internal laws of the State of New York without regard to the
principles of conflicts of law thereof.

               d.  The  headings  herein  are  for  convenience   only,  do  not
constitute a part of this Warrant and shall not be deemed to limit or affect any
of the provisions hereof.

               e. In case  any one or  more of the  provisions  of this  Warrant
shall  be  invalid  or   unenforceable   in  any   respect,   the  validity  and
enforceablilty  of the remaining  terms and provisions of this Warrant shall not
in any way be affected or impaired  thereby and the parties will attempt in good
faith  to  agree  upon a  valid  and  enforceable  provision  which  shall  be a
commercially  reasonably  substitute  therefore,  and  upon so  agreeing,  shall
incorporate such substitute provision in this Warrant.

               f. The Warrant Holder shall not, by virtue hereof, be entitled to
any voting or other rights of a  shareholder  of the  Company,  either at law or
equity,  and the rights of the Warrant Holder are limited to those  expressed in
this Warrant.



                         [SIGNATURES ON FOLLOWING PAGE]


<PAGE>


     IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed
by the authorized officer as of the date first above stated.


MB Software Corporation, a Texas corporation
By: Scott A. Haire
- ------------------
Name: Scott A. Haire
Title: Chief Executive Officer


<PAGE>


                          FORM OF ELECTION TO PURCHASE

(To be executed by the Warrant  Holder to exercise the right to purchase  shares
of Common Stock under the foregoing Warrant)


To: MB Software Corporation:

In accordance with the Warrant  enclosed with this Form of Election to Purchase,
the  undersigned  hereby  irrevocably  elects  to  purchase_____________________
shares  of Common  Stock  ("Common  Stock"),  $.001 par  value,  of MB  Software
Corporation,  and encloses  the warrant and $1.25 for each  Warrant  Share being
purchased or an aggregate of $_________________ in cash or certified or official
bank check or checks,  which sum  represents  the aggregate  Exercise  Price (as
defined  in the  Warrant)  together  with any  applicable  taxes  payable by the
undersigned pursuant to the Warrant.


The  undersigned  requests  that  certificates  for the  shares of Common  Stock
issuable upon this exercise be issued in the name of:


______________________________________
______________________________________
______________________________________
(Please print name and address)

______________________________________
(Please insert Social Security or Tax Identification Number)

If the number of shares of Common Stock issuable upon this exercise shall not be
all of the shares of Common Stock which the  undersigned is entitled to purchase
in accordance with the enclosed  Warrant,  the  undersigned  requests that a New
Warrant (as defined in the Warrant)  evidencing the right to purchase the shares
of Common Stock not issuable pursuant to the exercise evidenced hereby be issued
in the name of and delivered to:

______________________________________
______________________________________
______________________________________
(Please print name and address)

Dated:  _____________  Name of Warrant Holder: T Squared Investments LLC

                       Print: _____________________________________________

                       By:_________________________________________________

                       Name: Thomas M. Sauve Title:
                       Managing Member
                       Signature must conform in all respects to name of Warrant
                       Holder as specified on the face of the Warrant

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>6
<FILENAME>mbsc8kex105012208.txt
<TEXT>

                                                                    EXHIBIT 10.5


                          REGISTRATION RIGHTS AGREEMENT
                          -----------------------------

     THIS  REGISTRATION  RIGHTS AGREEMENT (the  "Agreement") is made and entered
into as of 1 1 th day of January, 2008 by and among MB Software  Corporation,  a
corporation  organized and existing under the laws of the State of Texas ("MBSB"
or the "Company"),  and T Squared  Investments LLC, a Delaware limited liability
company,  ( "T Squared  Investments" or "Investor").  Unless defined  otherwise,
capitalized terms herein shall have the identical meaning as in the Common Stock
Purchase Agreement and Note Purchase Agreement.



                              PRELIMINARY STATEMENT
                              ---------------------

     WHEREAS,  pursuant to the Common Stock Purchase Agreement and Note Purchase
Agreement,  of even date herewith, by and among the Company and the Investor, as
part of the  consideration,  Investor  shall  receive Note,  Common  Stock,  and
Warrants,  which upon  conversion of the Note and exercise of the  Warrants,  in
accordance with the terms of the Note Purchase Agreement,  Common Stock Purchase
Agreement, and Warrant Agreement,  entitle the Investor to receive Shares of the
Company; and

     WHEREAS,  the ability of the Investors to sell their Shares of Common Stock
is subject to certain restrictions under the 1933 Act; and

     WHEREAS,  as a condition to the Note  Purchase  Agreement  and Common Stock
Purchase  Agreement,  The  Company  has agreed to provide  the  Investor  with a
mechanism that will permit such Investor,  to sell its Shares of Common Stock in
the future.

     NOW,  THEREFORE,  in  consideration  of the  premises  and  of  the  mutual
covenants  and  agreements,  and  subject  to the  terms and  conditions  herein
contained, the parties hereto hereby agree as follows:


                                    ARTICLE I

                     INCORPORATION BY REFERENCE, SUPERSEDER
                     --------------------------------------


1.1 Incorporation by Reference. The foregoing recitals and the Exhibits attached
hereto and referred to herein, are hereby  acknowledged to be true and accurate,
and are incorporated herein by this reference.

1.2 Superseder.  This Agreement,  to the extent that it is inconsistent with any
other instrument or understanding among the parties governing the affairs of the
Company,  shall supersede such instrument or understanding to the fullest extent
permitted  by law.  A copy of this  Agreement  shall be  filed at the  Company's
principal office.




        REGISTRATION RIGHTS AGREEMENT BETWEEN MB SOFTWARE CORPORATION AND
                            T SQUARED INVESTMENTS LLC

                                  PAGE 1 OF 16


<PAGE>

                                   ARTICLE II

                           DEMAND REGISTRATION RIGHTS
                           --------------------------

2.1  Registrable  Securities.  Means and  includes  the  Shares  of the  Company
underlying the convertible  Note, the Common Stock, and Warrants issued pursuant
to the Note Purchase  Agreement and Common Stock Purchase  Agreement and Warrant
Agreement.  As to any particular  Registrable  Securities,  such securities will
cease  to  be  Registrable  Securities  when  (a)  they  have  been  effectively
registered   under  the  1933  Act  and  disposed  of  in  accordance  with  the
registration  statement  covering  them,  (b) they are or may be  freely  traded
without  registration  pursuant  to Rule 144 under the 1933 Act (or any  similar
provisions that are then in effect), or (c) they have been otherwise transferred
and new certificates for them not bearing a restrictive  legend have been issued
by the  Company  and the  Company  shall not have "stop  transfer"  instructions
against them. "Shares" shall mean,  collectively,  the shares of Common Stock of
the Company  issuable  upon  conversion  of the Note and those  shares of Common
Stock of the Company  issuable  to the  Investor  pursuant  to the Common  Stock
Purchase agreement and upon exercise of the Warrants.

2.2 Registration of Registrable  Securities.  The Company shall prepare and file
within  forty-five  (45) days  following  the date hereof (the "Filing  Date") a
registration  statement (the  "Registration  Statement")  covering the resale of
such number of shares of the Registrable  Securities as the Investor shall elect
by written notice to the Company, and absent such election,  covering the resale
of all of the shares of the  Registrable  Securities.  The Company shall use its
best efforts to cause the Registration Statement to be declared effective by the
SEC on the earlier of (i) 120 days  following  the Closing  Date with respect to
the  Registration  Statement,  (ii) ten (10) days following the receipt of a "No
Review" or similar letter from the SEC or (iii) the first business day following
the day the SEC determines the  Registration  Statement  eligible to be declared
effective (the "Required Effectiveness Date"). Nothing contained herein shall be
deemed to limit the number of  Registrable  Securities  to be  registered by the
Company hereunder.  As a result, should the Registration Statement not relate to
the  maximum  number  of  Registrable  Securities  acquired  by (or  potentially
acquirable  by) the holders of the Shares of the Company  issued to the Investor
pursuant to the Note Purchase Agreement and Common Stock Purchase Agreement, the
Company  shall be required to promptly  file a separate  registration  statement
(utilizing Rule 462 promulgated under the 1933 Act, where  applicable)  relating
to such Registrable Securities which then remain unregistered. The provisions of
this Agreement shall relate to any such separate registration statement as if it
were an amendment to the Registration Statement.

2.3 Demand Registration.  Subject to the limitations of Section 2.2, at any time
and from time to time, the Investor may request the registration  under the 1933
Act of all or  part  of the  Registrable  Shares  then  outstanding  (a  "Demand
Registration").  Subject to the  conditions  of Section 3, the Company shall use
its best  efforts  to file  such  registration  statement  under the 1933 Act as
promptly  as  practicable  after the date any such  request is  received  by the
Company and to cause such registration  statement to be declared effective.  The
Company shall notify the Investor promptly when any such registration  statement
has been declared effective. If more


        REGISTRATION RIGHTS AGREEMENT BETWEEN MB SOFTWARE CORPORATION AND
                            T SQUARED INVESTMENTS LLC

                                  PAGE 2 OF 16

<PAGE>


than  eighty  percent  (80%) of the  Shares  issuable  under  the Note  Purchase
Agreement have been registered or sold, this provision shall expire.

2.4 Registration Statement Form. Registrations under Section 2.2 and Section 2.3
shall be on the  appropriate  registration  form of the SEC as shall  permit the
disposition  of such  Registrable  Securities  in  accordance  with the intended
method or  methods  of  disposition  specified  in the  Registration  Statement;
provided,  however,  such intended  method of  disposition  shall not include an
underwritten offering of the Registrable Securities.

2.5 Expenses.  The Company will pay all Registration expenses in connection with
any registration required by under Sections 2.2 and Section 2.3 herein.

2.6 Effective  Registration  Statement.  A  registration  requested  pursuant to
Sections  2.2 and  Section  2.3 shall not be  deemed to have been  effected  (i)
unless a registration statement with respect thereto has become effective within
the time period specified  herein,  provided that a registration  which does not
become  effective after the Company filed a registration  statement with respect
thereto  solely by reason of the refusal to proceed of any holder of Registrable
Securities  (other than a refusal to proceed based upon the advice of counsel in
the form of a letter signed by such counsel and provided to the Company relating
to a disclosure  matter  unrelated to such holder)  shall be deemed to have been
effected by the Company unless the holders of the Registrable  Securities  shall
have  elected  to  pay  all  Registration   Expenses  in  connection  with  such
registration,  (ii) if, after it has become effective, such registration becomes
subject  to  any  stop  order,   injunction  or  other  order  or  extraordinary
requirement of the SEC or other  governmental  agency or court for any reason or
(iii)  if,  after  it has  become  effective,  such  registration  ceases  to be
effective for more than the allowable Black-Out Periods (as defined herein).

2.7 Plan Of  Distribution.  The  Company  hereby  agrees  that the  Registration
Statement shall include a plan of distribution section reasonably  acceptable to
the Investor;  provided,  however,  such plan of  distribution  section shall be
modified  by the  Company  so as to  not  provide  for  the  disposition  of the
Registrable Securities on the basis of an underwritten offering.

2.8 Liquidated  Damages.  If, after four (4) months from the date hereof, in the
event the  Company  does not  register  Registrable  Securities  pursuant to the
requirements  of Section  2.2 herein,  or if the  Registration  Statement  filed
pursuant to Section 2.2 herein is not declared effective,  or if the Registrable
Securities are registered  pursuant to an effective  Registration  Statement and
such  Registration  Statement  or other  Registration  Statement(s)  demanded by
Investor  including  the  Registrable  Securities is not effective in the period
from four months from the date hereof through eighteen months following the date
hereof, the Company shall, for each successive thirty (30) day period thereafter
issue to the  Investor,  as  liquidated  damages  and not as a penalty,  100,000
shares of Common  Stock for any such thirty  (30) day period on a prorata  basis
per day based on a 365 day year,  such issuance  shall be made no later than the
tenth business day of the calendar month next succeeding the month in which such
day occurs.

The parties agree that the only damages  payable for a violation of the terms of
this Agreement with respect to which liquidated  damages are expressly  provided
shall be such liquidated


        REGISTRATION RIGHTS AGREEMENT BETWEEN MB SOFTWARE CORPORATION AND
                            T SQUARED INVESTMENTS LLC

                                  PAGE 3 OF 16


<PAGE>


damages. Nothing shall preclude the Investor from pursuing or obtaining specific
performance or other equitable relief with respect to this Agreement.

The  parties  hereto  agree that the  liquidated  damages  provided  for in this
Section 2.8 constitute a reasonable estimate of the damages that may be incurred
by the Investor by reason of the failure of the Registration  Statement(s) to be
filed or declared effective in accordance with the provisions hereof.


The  obligation  of  the  Company  terminates  when  the  holder  of  shares  of
Registrable Securities no longer holds more than five percent (5%) of its shares
of Registrable Securities.





                                   ARTICLE III

                         INCIDENTAL REGISTRATION RIGHTS
                         ------------------------------


3.1 Right To Include ("Piggy-Back")  Registrable  Securities.  Provided that the
Registrable  Securities have not been registered,  if at any time after the date
hereof but  before  the  second  anniversary  of the date  hereof,  the  Company
proposes to register any of its  securities  under the 1933 Act (other than by a
registration  in  connection  with an  acquisition  in a manner  which would not
permit  registration of Registrable  Securities for sale to the public,  on Form
S-8, or any successor  form thereto,  on Form S-4, or any successor form thereto
and other  than  pursuant  to  Section  2),  on an  underwritten  basis  (either
best-efforts  or  firm-commitment),  then,  the Company will each such time give
prompt written notice to all holders of Registrable  Securities of its intention
to do so and of such  holders  of  Registrable  Securities'  rights  under  this
Section  3.1.  Upon the  written  request  of any such  holders  of  Registrable
Securities made within ten (10) days after the receipt of any such notice (which
request shall specify the Registrable  Securities  intended to be disposed of by
such holders of Registrable  Securities  and the intended  method of disposition
thereof),  the Company  will,  subject to the terms of this  Agreement,  use its
commercially  reasonable best efforts to effect the registration  under the 1933
Act of the  Registrable  Securities,  to the  extent  requisite  to  permit  the
disposition  (in accordance  with the intended  methods thereof as aforesaid) of
such  Registrable  Securities  so  to  be  registered,   by  inclusion  of  such
Registrable Securities in the registration statement which covers the securities
which the Company  proposes  to  register,  provided  that if, at any time after
written  notice of its  intention  to register any  securities  and prior to the
effective  date of the  registration  statement  filed in  connection  with such
registration,  the Company shall determine for any reason either not to register
or to delay  registration of such securities,  the Company may, at its election,
give  written  notice  of such  determination  to each  holders  of  Registrable
Securities and,  thereupon,  (i) in the case of a determination not to register,
shall be relieved of this obligation to register any  Registrable  Securities in
connection  with  such  registration  (but not from  its  obligation  to pay the
Registration Expenses in connection therewith),  without prejudice,  however, to
the rights of any holder or holders of Registrable  Securities entitled to do so
to request that such registration be effected as a registration under Section 2,
and (ii) in the case of a determination to delay registering, shall be permitted
to delay registering any Registrable Securities, for the same period

        REGISTRATION RIGHTS AGREEMENT BETWEEN MB SOFTWARE CORPORATION AND
                            T SQUARED INVESTMENTS LLC

                                  PAGE 4 OF 16
<PAGE>

as the delay in registering  such other  securities.  No  registration  effected
under this Section 3.1 shall relieve the Company of its obligation to effect any
registration upon request under Section 2. The Company will pay all Registration
Expenses  in  connection  with  each  registration  of  Registrable   Securities
requested  pursuant to this Section  3.1. The right  provided the Holders of the
Registrable  Securities  pursuant to this Section shall be  exercisable at their
sole discretion and will in no way limit any of the Company's obligations to pay
the Securities according to their terms.

3.2 Priority In Incidental  Registrations.  If the managing  underwriter  of the
underwritten  offering  contemplated  by this Section 3 shall inform the Company
and holders of the Registrable Securities requesting such registration by letter
of its belief  that the number of  securities  requested  to be included in such
registration  exceeds the number  which can be sold in such  offering,  then the
Company will include in such registration, to the extent of the number which the
Company  is so  advised  can be sold  in such  offering,  (i)  first  securities
proposed  by the  Company  to be sold  for  its own  account,  and  (ii)  second
Registrable  Securities and (iii)  securities of other selling  security holders
requested to be included in such registration.




                                   ARTICLE IV

                             REGISTRATION PROCEDURES
                             -----------------------

4.1 Registration  Procedures.  If and whenever the Company is required to effect
the registration of any Registrable Securities under the 1933 Act as provided in
Section 2.2 and, as applicable,  2.3, the Company  shall,  as  expeditiously  as
possible:

     (i) prepare and file with the SEC the Registration Statement, or amendments
thereto,   to  effect  such  registration   (including  such  audited  financial
statements  as may be  required  by the 1933 Act or the  rules  and  regulations
promulgated  thereunder)  and thereafter use its  commercially  reasonable  best
efforts to cause such  registration  statement  to be declared  effective by the
SEC,  as soon as  practicable,  but in any  event  no later  than  the  Required
Effectiveness  Date (with  respect to a  registration  pursuant to Section 2.2);
provided,  however,  that  before  filing  such  registration  statement  or any
amendments  thereto,  the Company  will  furnish to the counsel  selected by the
holders of Registrable Securities which are to be included in such registration,
copies of all such documents proposed to be filed;

     (ii) with respect to any registration  statement pursuant to Section 2.2 or
Section 2.3,  prepare and file with the SEC such  amendments and  supplements to
such registration  statement and the prospectus used in connection  therewith as
may be necessary to keep such  registration  statement  effective  and to comply
with the  provisions  of the 1933 Act with  respect  to the  disposition  of all
Registrable  Securities covered by such registration statement until the earlier
to occur of thirty six (36) months after the date of this Agreement  (subject to
the right of the Company to suspend the effectiveness  thereof for not more than
10 consecutive  Trading Days or an aggregate of 10 Trading Days during each year
(each a "Black-Out Period")) or such time as all of the securities which are the
subject of such registration statement cease to be Registrable

        REGISTRATION RIGHTS AGREEMENT BETWEEN MB SOFTWARE CORPORATION AND
                            T SQUARED INVESTMENTS LLC

                                  PAGE 5 OF 16
<PAGE>


Securities (such period, in each case, the "Registration  Maintenance  Period").
The Company must notify the Investor  within twenty four (24) hours prior to any
Black-Out Period;

     (iii)  furnish to each  holder of  Registrable  Securities  covered by such
registration  statement  such number of  conformed  copies of such  registration
statement  and of each  such  amendment  and  supplement  thereto  (in each case
including all exhibits),  such number of copies of the  prospectus  contained in
such  registration  statement  (including  each  preliminary  prospectus and any
summary prospectus) and any other prospectus filed under Rule 424 under the 1933
Act,  in  conformity  with the  requirements  of the 1933  Act,  and such  other
documents, as such holder of Registrable Securities and underwriter, if any, may
reasonably  request in order to facilitate the public sale or other  disposition
of the Registrable Securities owned by such holder of Registrable Securities;

     (iv) use its  commercially  reasonable  best efforts to register or qualify
all Registrable  Securities and other  securities  covered by such  registration
statement under such other U.S.  federal or state  securities laws or U.S. state
blue  sky  laws as any U.S.  holder  of  Registrable  Securities  thereof  shall
reasonably  request,  to keep such registrations or qualifications in effect for
so long as such  registration  statement  remains in effect,  and take any other
action which may be  reasonably  necessary to enable such holder of  Registrable
Securities to consummate the disposition in such jurisdictions of the securities
owned by such holder of  Registrable  Securities,  except that the Company shall
not for any such  purpose be required to qualify  generally  to do business as a
foreign  corporation  in any  jurisdiction  wherein  it  would  not  but for the
requirements  of this  subdivision  (iv) be  obligated  to be so qualified or to
consent to general service of process in any such jurisdiction;

     (v) use its  commercially  reasonable best efforts to cause all Registrable
Securities  covered by such  registration  statement  to be  registered  with or
approved by such other governmental  agencies or authorities as may be necessary
to enable the U.S.  holder of Registrable  Securities  thereof to consummate the
disposition of such Registrable Securities;

     (vi) furnish to each holder of Registrable Securities a signed counterpart,
addressed to such holder of Registrable  Securities,  and the  underwriters,  if
any, of an opinion of counsel for the Company,  dated the effective date of such
registration statement (or, if such registration includes an underwritten public
offering,  an  opinion  dated the date of the  closing  under  the  underwriting
agreement),  reasonably  satisfactory  in form and  substance  to such holder of
Registrable  Securities)  including  that  the  prospectus  and  any  prospectus
supplement  forming a part of the  Registration  Statement  does not  contain an
untrue  statement  of a material  fact or omits 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, and

     (vii) notify the Investor and its counsel  promptly and confirm such advice
in writing promptly after the Company has knowledge thereof:

               (a)  when  the  Registration  Statement,  the  prospectus  or any
prospectus  supplement  related  thereto  or  post-effective  amendment  to  the
Registration  Statement has been filed,  and,  with respect to the  Registration
Statement or any post-effective amendment thereto,


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when the same has become effective;

               (b) of any request by the SEC for  amendments or  supplements  to
the Registration Statement or the prospectus or for additional information;

               (c) of the issuance by the SEC of any stop order  suspending  the
effectiveness of the Registration Statement or the initiation of any proceedings
by any Person for that purpose; and

               (d) of  the  receipt  by the  Company  of any  notification  with
respect to the suspension of the qualification of any Registrable Securities for
sale under the securities or blue sky laws of any jurisdiction or the initiation
or threat of any proceeding for such purpose;

     (viii)  notify  each  holder  of  Registrable  Securities  covered  by such
registration  statement,  at any time  when a  prospectus  relating  thereto  is
required to be delivered  under the 1933 Act, upon  discovery  that, or upon the
happening  of any event as a result of which,  the  prospectus  included in such
registration  statement,  as then in effect,  includes an untrue  statement of a
material fact or omits to state any material facts required to be stated therein
or necessary to make the  statements  therein not misleading in the light of the
circumstances  then  existing,  and  at  the  request  of  any  such  holder  of
Registrable   Securities   promptly  prepare  and  furnish  to  such  holder  of
Registrable  Securities a reasonable  number of copies of a supplement  to or an
amendment  of  such  prospectus  as may be  necessary  so  that,  as  thereafter
delivered  to the  purchasers  of such  securities,  such  prospectus  shall not
include  an untrue  statement  of a  material ' fact or omit to state a material
fact required to be stated therein or necessary to make the  statements  therein
not  misleading in the light of the  circumstances  then  existing;use  its best
efforts to obtain the withdrawal of any order  suspending the  effectiveness  of
the Registration Statement at the earliest possible moment;

     (ix) otherwise use its commercially  reasonable best efforts to comply with
all  applicable  rules and  regulations  of the SEC,  and make  available to its
security  holders,  as soon as  reasonably  practicable,  an earnings  statement
covering  the  period of at least  twelve  months,  but not more  than  eighteen
months, beginning with the first full calendar month after the effective date of
such  registration  statement,   which  earnings  statement  shall  satisfy  the
provisions of Section 11(a) of the 1933 Act and Rule 158 thereunder;

     (x) enter into such agreements and take such other actions as the Investors
shall  reasonably  request  in writing  (at the  expense  of the  requesting  or
benefiting Investors) in order to expedite or facilitate the disposition of such
Registrable Securities; and

     (xi) use its  commercially  reasonable best efforts to list all Registrable
Securities covered by such registration  statement on any securities exchange on
which any of the Registrable Securities are then listed.

     The Company may require each holder of  Registrable  Securities as to which
any  registration  is being  effected to furnish the  Company  such  information
regarding such holder of Registrable  Securities  and the  distribution  of such
securities as the Company may from time to


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time reasonably request in writing.

4.2 The Company will not file any registration statement pursuant to Section 2.2
or Section 2.3, or amendment thereto or any prospectus or any supplement thereto
to which the Investors shall  reasonably  object,  provided that the Company may
file such documents in a form required by law or upon the advice of its counsel.

4.3 The Company represents and warrants to each holder of Registrable Securities
that  it  has  obtained  all  necessary  waivers,  consents  and  authorizations
necessary to execute this Agreement and consummate the transactions contemplated
hereby other than such  waivers,  consents  and/or  authorizations  specifically
contemplated by the Note Purchase Agreement and Common Stock Purchase Agreement.

4.4 Each holder of  Registrable  Securities  agrees  that,  upon  receipt of any
notice from the Company of the  occurrence of any event of the kind described in
subdivision  (viii) of Section 4.1, such Holder will forthwith  discontinue such
holder of Registrable Securities' disposition of Registrable Securities pursuant
to the Registration Statement relating to such Registrable Securities until such
holder of Registrable  Securities'  receipt of the copies of the supplemented or
amended prospectus  contemplated by subdivision (viii) of Section 4.1 and, if so
directed by the Company,  will deliver to the Company (at the Company's expense)
all copies,  other than permanent file copies,  then in such Holder's possession
of the prospectus relating to such Registrable Securities current at the time of
receipt of such notice.



                                    ARTICLE V

                             UNDERWRITTEN OFFERINGS
                             ----------------------

5.1 Incidental  Underwritten  Offerings.  If the Company at any time proposes to
register any of its securities under the 1933 Act as contemplated by Section 3.1
and  such   securities  are  to  be  distributed  by  or  through  one  or  more
underwriters,  the  Company  will,  if  requested  by any holder of  Registrable
Securities  as provided in Section 3.1 and subject to the  provisions of Section
3.2,  use  its  commercially   reasonable  best  efforts  to  arrange  for  such
underwriters to include all the Registrable Securities to be offered and sold by
such holder among the securities to be distributed by such  underwriters.  In no
event  shall  any  Investor  be  deemed  an  underwriter  for  purposes  of this
Agreement.

5.2 Participation In Underwritten Offerings. No holder of Registrable Securities
may  participate  in any  underwritten  offering  under  Section 3.1 unless such
holder of Registrable  Securities (i) agrees to sell such Person's securities on
the basis provided in any  underwriting  arrangements  approved,  subject to the
terms and  conditions  hereof,  by the  holders  of a  majority  of  Registrable
Securities to be included in such  underwritten  offering and (ii) completes and
executes all  questionnaires,  indemnities,  underwriting  agreements  and other
documents  (other  than  powers of  attorney)  required  under the terms of such
underwriting  arrangements.   Notwithstanding  the  foregoing,  no  underwriting
agreement (or other agreement in connection

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with such offering) shall require any holder of Registrable Securities to make a
representation or warranty to or agreements with the Company or the underwriters
other than  representations  and warranties  contained in a writing furnished by
such  holder  of  Registrable  Securities  expressly  for  use  in  the  related
registration  statement or representations,  warranties or agreements  regarding
such holder of Registrable Securities,  such holder's Registrable Securities and
such  holder's  intended  method of  distribution  and any other  representation
required by law.

5.3 Preparation;  Reasonable  Investigation.  In connection with the preparation
and filing of each  registration  statement  under the 1933 Act pursuant to this
Agreement,   the  Company  will  give  the  holders  of  Registrable  Securities
registered under such registration  statement,  and their respective counsel and
accountants,   the  opportunity  to  participate  in  the  preparation  of  such
registration statement,  each prospectus included therein or filed with the SEC,
and each  amendment  thereof or supplement  thereto,  and will give each of them
such  access to its books and  records  and such  opportunities  to discuss  the
business of the Company with its officers and the independent public accountants
who have  certified  its  financial  statements  as shall be  necessary,  in the
reasonable opinion of such holders' and such underwriters'  respective  counsel,
to conduct a reasonable investigation within the meaning of the 1933 Act.



                                   ARTICLE VI

                                 INDEMNIFICATION
                                 ---------------

6.1  Indemnification  by the Company.  In the event of any  registration  of any
securities of the Company under the 1933 Act, the Company will,  and hereby does
agree to indemnify  and hold harmless the holder of any  Registrable  Securities
covered by such registration  statement,  its directors and officers, each other
Person  who  participates  as an  underwriter  in the  offering  or sale of such
securities  and each other Person,  if any, who controls such holder or any such
underwriter  within the  meaning of the 1933 Act  against  any  losses,  claims,
damages or  liabilities,  joint or  several,  to which  such  holder or any such
director or officer or  underwriter  or  controlling  person may become  subject
under the 1933 Act or  otherwise,  insofar as such  losses,  claims,  damages or
liabilities  (or actions or  proceedings,  whether  commenced or threatened,  in
respect  thereof) arise out of or are based upon any untrue statement or alleged
untrue  statement of any material fact contained in any  registration  statement
under which such securities were registered  under the 1933 Act, any preliminary
prospectus,  final prospectus or summary prospectus  contained  therein,  or any
amendment or supplement  thereto,  or any omission or alleged  omission to state
therein a material fact  required to be stated  therein or necessary to make the
statements  therein not  misleading,  and the Company will reimburse such holder
and each such director,  officer,  underwriter  and  controlling  person for any
legal or any other  expenses  reasonably  incurred  by them in  connection  with
investigating  or  defending  any  such  loss,  claim,   liability,   action  or
proceeding,  provided  that the Company  shall not be liable in any such case to
the  extent  that any  such  loss,  claim,  damage,  liability,  (or  action  or
proceeding  in respect  thereof)  or  expense  arises out of or is based upon an
untrue statement or alleged untrue statement or


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omission  or alleged  omission  made in such  registration  statement,  any such
preliminary  prospectus,  final  prospectus,  summary  prospectus,  amendment or
supplement in reliance upon and in conformity with written information furnished
to the Company by such holder or  underwriter  stating that it is for use in the
preparation  thereof and,  provided further that the Company shall not be liable
to any Person who  participates  as an  underwriter  in the  offering or sale of
Registrable  Securities  or to any  other  Person,  if any,  who  controls  such
underwriter  within the  meaning of the 1933 Act, in any such case to the extent
that any such loss, claim, damage, liability (or action or proceeding in respect
thereof) or expense  arises out of such Person's  failure to send or give a copy
of the final prospectus, as the same may be then supplemented or amended, within
the time  required by the 1933 Act to the Person  asserting  the existence of an
untrue  statement or alleged untrue statement or omission or alleged omission at
or prior to the written  confirmation  of the sale of Registrable  Securities to
such Person if such statement or omission was corrected in such final prospectus
or an amendment or supplement thereto. Such indemnity shall remain in full force
and effect regardless of any  investigation  made by or on behalf of such holder
or any such  director,  officer,  underwriter  or  controlling  person and shall
survive the transfer of such securities by such holder.

6.2 Indemnification by the Investor.  The Company may require, as a condition to
including  any  Registrable  Securities  in  any  registration  statement  filed
pursuant to this Agreement,  that the Company shall have received an undertaking
satisfactory to it from the prospective  holder of such Registrable  Securities,
to indemnify and hold harmless (in the same manner and to the same extent as set
forth in Section 6.1) the Company, each director of the Company, each officer of
the Company and each other Person,  if any, who controls the Company  within the
meaning of the 1933 Act, with respect to any  statement or alleged  statement in
or  omission  or  alleged  omission  from  such  registration   statement,   any
preliminary  prospectus,   final  prospectus  or  summary  prospectus  contained
therein,  or any amendment or supplement  thereto,  if such statement or alleged
statement  or omission  or alleged  omission  was made in  reliance  upon and in
conformity  with  written  information  furnished  to  the  Company  through  an
instrument duly executed by such holder of Registrable  Securities  specifically
stating that it is for use in the  preparation of such  registration  statement,
preliminary  prospectus,  final  prospectus,  summary  prospectus,  amendment or
supplement. Any such indemnity shall remain in full force and effect, regardless
of any  investigation  made by or on behalf of the Company or any such director,
officer or controlling  person and shall survive the transfer of such securities
by such Investor. The indemnification by the Investors shall be limited to Fifty
Thousand ($50,000) Dollars.

6.3 Notices Of Claims,  Etc.  Promptly after receipt by an indemnified  party of
notice  of the  commencement  of any  action  or  proceeding  involving  a claim
referred to in Sections 6.1 and Section 6.2,  such  indemnified  party will,  if
claim in respect  thereof  is to be made  against an  indemnifying  party,  give
written notice to the latter of the  commencement of such action,  provided that
the failure of any indemnified party to give notice as provided herein shall not
relieve the indemnifying party of its obligations under Sections 6.1 and Section
6.2, except to the extent that the indemnifying party is actually  prejudiced by
such  failure to give  notice.  In case any such  action is  brought  against an
indemnified  party,  unless in such indemnified  party's  reasonable  judgment a
conflict of interest between such indemnified and indemnifying parties may exist
in  respect  of  such  claim,  the  indemnifying  party  shall  be  entitled  to
participate in and


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to assume the defense thereof, jointly with any other indemnifying party
similarly notified, to the extent that the indemnifying party may wish, with
counsel reasonably satisfactory to such indemnified party, and after notice from
the indemnifying party to such indemnified party of its election so to assume
the defense thereof, the indemnifying party shall not be liable to such
indemnified party for any legal or other expenses subsequently incurred by the
latter in connection with the defense thereof other than reasonable costs of
investigation. No indemnifying party shall, without the consent of the
indemnified party, consent to entry of any judgment or enter into any settlement
of any .such action which does not include as an unconditional term thereof the
giving by the claimant or plaintiff to such indemnified party of a release from
all liability, or a covenant not to sue, in respect to such claim or litigation.
No indemnified party shall consent to entry of any judgment or enter into any
settlement of any such action the defense of which has been assumed by an
indemnifying party without the consent of such indemnifying party.

6.4 Other Indemnification. Indemnification similar to that specified in Sections
6.1 and  Section  6.2  (with  appropriate  modifications)  shall be given by the
Company and each holder of Registrable Securities (but only if and to the extent
required pursuant to the terms herein) with respect to any required registration
or  other  qualification  of  securities  under  any  Federal  or  state  law or
regulation of any governmental authority, other than the 1933 Act.

6.5 Indemnification  Payments. The indemnification  required by Sections 6.1 and
Section 6.2 shall be made by periodic  payments of the amount thereof during the
course of the  investigation  or  defense,  as and when  bills are  received  or
expense, loss, damage or liability is incurred.

6.6  Contribution.  If the  indemnification  provided  for in  Sections  6.1 and
Section 6.2 is unavailable  to an  indemnified  party in respect of any expense,
loss,  claim,  damage or liability  referred to therein,  then each indemnifying
party, in lieu of indemnifying such indemnified  party,  shall contribute to the
amount paid or payable by such  indemnified  party as a result of such  expense,
loss,  claim,  damage or liability (i) in such  proportion as is  appropriate to
reflect the  relative  benefits  received by the Company on the one hand and the
holder of  Registrable  Securities  or  underwriter,  as the case may be, on the
other  from  the  distribution  of the  Registrable  Securities  or  (ii) if the
allocation  provided by clause (i) above is not permitted by applicable  law, in
such  proportion  as is  appropriate  to reflect not only the relative  benefits
referred  to in clause (i) above but also the  relative  fault of the Company on
the one hand and of the holder of Registrable Securities or underwriter,  as the
case may be, on the other in connection  with the statements or omissions  which
resulted  in such  expense,  loss,  damage  or  liability,  as well as any other
relevant equitable considerations. The relative benefits received by the Company
on the one hand and the holder of Registrable Securities or underwriter,  as the
case may be, on the other in connection with the distribution of the Registrable
Securities  shall  be  deemed  to be in the same  proportion  as the  total  net
proceeds  received  by the  Company  from the  initial  sale of the  Registrable
Securities by the Company to the purchasers  bear to the gain, if any,  realized
by all  selling  holders  participating  in such  offering  or the  underwriting
discounts and commissions  received by the underwriter,  as the case may be. The
relative  fault of the Company on the one hand and of the holder of  Registrable
Securities or underwriter, as the case



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may be, on the other shall be  determined  by reference  to, among other things,
whether the untrue or alleged untrue statement of a material fact or omission to
state a material  fact relates to  information  supplied by the Company,  by the
holder of Registrable Securities or by the underwriter and the parties' relative
intent, knowledge,  access to information supplied by the Company, by the holder
of  Registrable  Securities  or by the  underwriter  and the  parties'  relative
intent,  knowledge,  access to information and opportunity to correct or prevent
such statement or omission,  provided that the foregoing  contribution agreement
shall not inure to the benefit of any indemnified party if indemnification would
be unavailable to such indemnified  party by reason of the provisions  contained
herein,  and in no event  shall  the  obligation  of any  indemnifying  party to
contribute under this Section 6.6 exceed the amount that such indemnifying party
would  have  been   obligated   to  pay  by  way  of   indemnification   if  the
indemnification   provided  for   hereunder   had  been   available   under  the
circumstances.

     The Company and the holders of Registrable  Securities  agree that it would
not be just and  equitable  if  contribution  pursuant to this  Section 6.6 were
determined by pro rata allocation (even if the holders of Registrable Securities
and any  underwriters  were  treated as one entity for such  purpose)  or by any
other  method  of  allocation  that  does  not  take  account  of the  equitable
considerations  referred to in the immediately  preceding paragraph.  The amount
paid or  payable  by an  indemnified  party as a result of the  losses,  claims,
damages and liabilities referred to in the immediately preceding paragraph shall
be deemed to include,  subject to the limitations set forth herein, any legal or
other expenses  reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim.

     Notwithstanding   the   provisions  of  this  Section  6.6,  no  holder  of
Registrable Securities or underwriter shall be required to contribute any amount
in excess of the  amount  by which (i) in the case of any such  holder,  the net
proceeds received by such holder from the sale of Registrable  Securities in the
applicable  Registration  Statement or (ii) in the case of an  underwriter,  the
total price at which the Registrable  Securities purchased by it and distributed
to the public were offered to the public  exceeds,  in any such case, the amount
of any damages that such holder or  underwriter  has otherwise  been required to
pay by reason of such untrue or alleged untrue statement or omission.  No Person
guilty of fraudulent  misrepresentation  (within the meaning of Section 11(f) of
the 1933 Act)  shall be  entitled  to  contribution  from any person who was not
guilty of such fraudulent misrepresentation.



                                   ARTICLE VII

                                    RULE 144

7.1 Rule 144. The Company shall file in a timely manner the reports  required to
be filed by the Company under the 1933 Act and the 1934 Act  (including  but not
limited to the reports under  Sections 13 and 15(d) of the Exchange Act referred
to in  subparagraph  (c) of Rule 144  adopted by the SEC under the 1933 Act) and
the rules and regulations adopted by the SEC thereunder (or,

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if the Company is not required to file such reports,  will,  upon the request of
any holder of Registrable Securities, make publicly available other information)
and will take such further  action as any holder of  Registrable  Securities may
reasonably request,  all to the extent required from time to time to enable such
holder to sell Registrable  Securities  without  registration under the 1933 Act
within the limitation of the exemptions  provided by (a) Rule 144 under the 1933
Act, as such Rule may be amended  from time to time,  or (b) any similar rule or
regulation  hereafter  adopted  by the SEC.  Upon the  request  of any holder of
Registrable  Securities,  the  Company  will  deliver  to such  holder a written
statement as to whether it has complied  with the  requirements  of this Section
7.1.

                                  ARTICLE VIII

                                  MISCELLANEOUS
                                  -------------

8.1  Amendments  And Waivers.  This Agreement may be amended and the Company may
take any action herein prohibited, or omit to perform any act herein required to
be performed by it, only if the Company shall have obtained the written  consent
to such  amendment,  action or  omission to act, of the holder or holders of the
sum of the  fifty-one  percent  (51%) or more of the  shares of (i)  Registrable
Securities issued at such time, plus (ii) Registrable  Securities  issuable upon
exercise or conversion of the Securities then constituting derivative securities
(if such Securities were not fully exchanged or converted in full as of the date
such consent if sought).  Each holder of any Registrable  Securities at the time
or  thereafter  outstanding  shall be bound by any  consent  authorized  by this
Section 8.1, whether or not such  Registrable  Securities shall have been marked
to indicate such consent.

8.2 Nominees For Beneficial Owners. In the event that any Registrable Securities
are held by a nominee for the  beneficial  owner thereof,  the beneficial  owner
thereof  may,  at its  election,  be treated  as the holder of such  Registrable
Securities  for purposes of any request or other action by any holder or holders
of Registrable Securities pursuant to this Agreement or any determination of any
number of percentage  of shares of  Registrable  Securities  held by a holder or
holders  of  Registrable  Securities  contemplated  by  this  Agreement.  If the
beneficial  owner of any  Registrable  Securities  so elects,  the  Company  may
require  assurances  reasonably  satisfactory  to it of such owner's  beneficial
ownership or such Registrable Securities.

8.3  Notices.  Except as  otherwise  provided in this  Agreement,  all  notices,
requests and other  communications to any Person provided for hereunder shall be
in writing and shall be given to such  Person (a) in the case of a party  hereto
other than the  Company,  addressed to such party in the manner set forth in the
Common Stock  Purchase  Agreement and Note  Purchase  Agreement or at such other
address as such party shall have furnished to the Company in writing,  or (b) in
the case of any other holder of Registrable Securities, at the address that such
holder shall have furnished to the Company in writing,  or, until any such other
holder so furnishes to the Company an address, then to and at the address of the
last holder of such  Registrable  Securities who has furnished an address to the
Company, or (c) in the case of the Company, at the address set forth


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on the  signature  page hereto,  to the attention of its  President,  or at such
other address,  or to the attention of such other officer,  as the Company shall
have furnished to each holder of Registrable Securities at the time outstanding.
Each such notice, request or other communication shall be effective (i) if given
by mail, 72 hours after such  communication  is deposited in the mail with first
class  postage  prepaid,  addressed  as  aforesaid or (ii) if given by any other
means (including,  without limitation, by fax or air courier), when delivered at
the  address  specified  above,  provided  that  any  such  notice,  request  or
communication shall not be effective until received.

8.4 Assignment. This Agreement shall be binding upon and inure to the benefit of
and be enforceable by the parties  hereto.  In addition,  and whether or not any
express  assignment shall have been made, the provisions of this Agreement which
are for the benefit of the parties  hereto other than the Company  shall also be
for the benefit of and  enforceable by any subsequent  holder of any Registrable
Securities.  Each  of the  Holders  of the  Registrable  Securities  agrees,  by
accepting any portion of the Registrable  Securities  after the date hereof,  to
the provisions of this Agreement including,  without limitation,  appointment of
the Investors'  Representative  to act on behalf of such Holder  pursuant to the
terms hereof which such actions  shall be made in the good faith  discretion  of
the Investors' Representative and be binding on all persons for all purposes.

8.5 Descriptive  Headings.  The descriptive headings of the several sections and
paragraphs of this Agreement are inserted for reference only and shall not limit
or otherwise affect the meaning hereof.

8.6  Governing  Law.  This  Agreement  shall be governed  by, and  construed  in
accordance  with,  the laws of the State of New York,  without  giving effect to
applicable principles of conflicts of law.

8.7 Jurisdiction.  This Agreement shall be exclusively governed by and construed
in  accordance  with the laws of the State of New York. If any action is brought
among the parties with respect to this Agreement or otherwise, by way of a claim
or counterclaim,  the parties agree that in any such action,  and on all issues,
the  parties  irrevocably  waive  their  right  to a trial  by  jury.  Exclusive
jurisdiction  and venue for any such action shall be the State or Federal Courts
serving  the State of New York.  In the event  suit or action is  brought by any
party  under  this  Agreement  to  enforce  any of its  terms,  or in any appeal
therefrom,  it is  agreed  that  the  prevailing  party  shall  be  entitled  to
reasonable  attorneys fees to be fixed by the  arbitrator,  trial court,  and/or
appellate court.

8.8  Entire  Agreement.   This  Agreement  embodies  the  entire  agreement  and
understanding  between the Company and each other party  hereto  relating to the
subject  matter hereof and supercedes  all prior  agreements and  understandings
relating to such subject matter.

8.9 Severability. If any provision of this Agreement, or the application of such
provisions to any Person or circumstance,  shall be held invalid,  the remainder
of  this  Agreement,  or  the  application  of  such  provision  to  Persons  or
circumstances  other  than  those  to  which it is held  invalid,  shall  not be
affected thereby.

8.10 Binding Effect.  All the terms and provisions of this Agreement  whether so
expressed or


        REGISTRATION RIGHTS AGREEMENT BETWEEN MB SOFTWARE CORPORATION AND
                            T SQUARED INVESTMENTS LLC

                                  PAGE 1 OF 16
<PAGE>


not,  shall be binding upon,  inure to the benefit of, and be enforceable by the
parties and their respective  administrators,  executors, legal representatives,
heirs, successors and assignees.

8.11  Preparation  of  Agreement.  This  Agreement  shall not be construed  more
strongly against any party regardless of who is responsible for its preparation.
The parties  acknowledge  each  contributed  and is equally  responsible for its
preparation.

8.12 Failure or Indulgence Not Waiver; Remedies Cumulative.  No failure or delay
on the part of any party  hereto in the  exercise of any right  hereunder  shall
impair such right or be  construed  to be a waiver of, or  acquiescence  in, any
breach of any representation,  warranty, covenant or agreement herein, nor shall
nay  single or partial  exercise  of any such  right  preclude  other or further
exercise thereof or of any other right.  All rights and remedies  existing under
this  Agreement are  cumulative to, and not exclusive of, any rights or remedies
otherwise available.

8.13  Counterparts.  This Agreement may be executed in one or more counterparts,
and by the different parties hereto in separate counterparts, each of which when
executed  shall be deemed to be an  original,  but all of which  taken  together
shall  constitute one and the same agreement.  A facsimile  transmission of this
signed Agreement shall be legal and binding on all parties hereto.










                         [SIGNATURES ON FOLLOWING PAGE]


















        REGISTRATION RIGHTS AGREEMENT BETWEEN MB SOFTWARE CORPORATION AND
                            T SQUARED INVESTMENTS LLC

                                 PAGE 15 OF 16
<PAGE>


     IN WITNESS WHEREOF, the Investors and the Company have as of the date first
written above executed this Agreement.

MB Software Corporation


/s/ Scott Haire
By: Scott Haire
Title: Chief Executive Officer




INVESTOR:

T Squared Investments LLC
By: T Square4 Capital LLC, Managing Member

By: /s/ Thomas Sauve
- --------------------
Thomas Sauve
Managing Member
1325 Sixth Avenue, Floor 28
New York NY 10019























       REGISTRATION RIGHTS AGREEMENT BETWEEN MB SOFTWARE CORPORATION AND
                            T SQUARED INVESTMENTS LLC

                                  PAGE 16 OF 16



<PAGE>


               REGISTRATION RIGHTS AGREEMENT BETWEEN MB SOFTWARE CORPORATION AND
                            T SQUARED INVESTMENTS LLC

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.6
<SEQUENCE>7
<FILENAME>mbsc8kex106012208.txt
<TEXT>

                                                                    EXHIBIT 10.6


                            OPTION PURCHASE AGREEMENT
                            -------------------------

     This  Agreement  is made and  entered  into as of the 11th day of  January,
2008,  between HEB LLC  ("Selling  Shareholder"  or the  "Seller"),  a NVlimited
liability company,  and T Squared  Investments LLC, a Delaware limited liability
company, or its registered assigns ("Buyer").

                                    PREAMBLE
                                    --------

     Selling  Shareholder  desires to grant options to purchase  Shares ("Option
Shares") to Buyer, and Buyer desires to purchase from Selling Shareholder, up to
One Million Two Hundred Thousand  (1,200,000) Shares of MB Software  Corporation
(the "Company") common stock held by Selling  Shareholder.  Selling  Shareholder
also agrees to use their reasonable efforts to cause the Company to register the
Option Shares acquired by Buyer pursuant hereto in order to permit Buyer to sell
its Option  Shares  publicly  in the  future.  Therefore,  with the intent to be
legally bound, the parties agree as follows:

                                    AGREEMENT
                                    ---------

     1.1 Sale of Option Shares ("Option 1"). Selling Shareholder hereby grant to
Buyer,  for a period of thirty-six (36) months,  or twenty-four (24) months post
registration going effective,  whichever longer, ("Option 1 Period"), the option
to purchase up to Three Hundred  Thousand  (300,000)  Shares at the price of One
Dollar  ($1.00) per Share,  or a total of up to Three Hundred  Thousand  Dollars
($300,000)  representing  the purchase  price of the Shares  covered by Option 1
(the "Option 1 Shares Payment"). The Selling Shareholder, upon execution of this
Agreement,  shall deposit the shares underlying the Option Shares with an escrow
agent for the  duration of the Option 1 Period.  Upon  exercise of Option 1, the
Buyer shall send a check or wire for the Shares  Payment  payable to the account
of the escrow  agent,  who will then  immediately  take action to cause to be to
delivered  to  Buyer  as  soon as  reasonably  possible  a stock  certificate(s)
representing  the  Shares  either  in the name of T Squared  Investments  LLC or
accompanied by stock powers duly endorsed under medallion signature  guaranties.
There should also be  delivered to the Buyer an opinion of counsel  addressed to
the  Company,  the  transfer  agent,  and the  Buyer,  that  the  Shares  may be
transferred  without  compliance with the registration  requirements of the 1933
Act and of any  applicable  state  securities  laws. The Option 1 Shares Payment
shall be  released  from the escrow to the  Selling  Shareholders  upon  Buyer's
receipt of the Shares covered by Option 1.

     1.2 Sale of Option Shares ("Option 2"). Selling Shareholder hereby grant to
Buyer,  for a period of thirty-six (36) months,  or twenty-four (24) months post
registration going effective,  whichever longer, ("Option 2 Period"), the option
to purchase up to Three Hundred  Thousand  (300,000)  Shares at the price of One
Dollar and Fifty Cents  ($1.50) per Share,  or a total of up to Four Hundred and
Fifty Thousand Dollars ($450,000)  representing the purchase price of the Shares
covered by Option 2 (the "Option 2 Shares  Payment").  The Selling  Shareholder,
upon execution of this Agreement, shall deposit the shares underlying the Option
Shares  with an  escrow  agent for the  duration  of the  Option 2 Period.  Upon
exercise  of  Option  2, the  Buyer  shall  send a check or wire for the  Shares
Payment  payable to the account of the escrow agent,  who will then  immediately
take action to cause to be to delivered to Buyer as soon as reasonably  possible
a stock  certificate(s)  representing the Shares either in the name of T Squared
Investments  LLC or accompanied  by stock powers duly endorsed  under  medallion
signature guaranties.  There should also be delivered to the Buyer an opinion of
counsel  addressed to the Company,  the transfer agent, and the Buyer,  that the
Shares may be transferred without compliance with the registration  requirements
of the 1933 Act


<PAGE>


and of any applicable  state  securities laws. The Option 2 Shares Payment shall
be released from the escrow to the Selling  Shareholders upon Buyer's receipt of
the Shares covered by Option 2.

     1.3 Sale of Option Shares ("Option 3"). Selling Shareholder hereby grant to
Buyer,  for a period of thirty-six (36) months,  or twenty-four (24) months post
registration going effective,  whichever longer, ("Option 3 Period"), the option
to purchase up to Three Hundred  Thousand  (300,000)  Shares at the price of Two
Dollars  ($2.00)  per Share,  or a total of up to Six Hundred  Thousand  Dollars
($600,000)  representing  the purchase  price of the Shares  covered by Option 3
(the "Option 3 Shares Payment"). The Selling Shareholder, upon execution of this
Agreement,  shall deposit the shares underlying the Option Shares with an escrow
agent for the  duration of the Option 3 Period.  Upon  exercise of Option 3, the
Buyer shall send a check or wire for the Shares  Payment  payable to the account
of the escrow  agent,  who will then  immediately  take action to cause to be to
delivered  to  Buyer  as  soon as  reasonably  possible  a stock  certificate(s)
representing  the  Shares  either  in the name of T Squared  Investments  LLC or
accompanied by stock powers duly endorsed under medallion signature  guaranties.
There should also be  delivered to the Buyer an opinion of counsel  addressed to
the  Company,  the  transfer  agent,  and the  Buyer,  that  the  Shares  may be
transferred  without  compliance with the registration  requirements of the 1933
Act and of any  applicable  state  securities  laws. The Option 3 Shares Payment
shall be  released  from the escrow to the  Selling  Shareholders  upon  Buyer's
receipt of the Shares covered by Option 3.

     1.4 Sale of Option Shares ("Option 4"). Selling Shareholder hereby grant to
Buyer,  for a period of thirty-six (36) months,  or twenty-four (24) months post
registration going effective,  whichever longer, ("Option 4 Period"), the option
to purchase up to Three Hundred  Thousand  (300,000)  Shares at the price of Two
Dollars and Fifty Cents ($2.50) per Share, or a total of up to Seven Hundred and
Fifty Thousand Dollars ($750,000)  representing the purchase price of the Shares
covered by Option 4 (the "Option 4 Shares  Payment").  The Selling  Shareholder,
upon execution of this Agreement, shall deposit the shares underlying the Option
Shares  with an  escrow  agent for the  duration  of the  Option 4 Period.  Upon
exercise  of  Option  4, the  Buyer  shall  send a check or wire for the  Shares
Payment  payable to the account of the escrow agent,  who will then  immediately
take action to cause to be to delivered to Buyer as soon as reasonably  possible
a stock  certificate(s)  representing the Shares either in the name of T Squared
Investments  LLC or accompanied  by stock powers duly endorsed  under  medallion
signature guaranties.  There should also be delivered to the Buyer an opinion of
counsel  addressed to the Company,  the transfer agent, and the Buyer,  that the
Shares may be transferred without compliance with the registration  requirements
of the 1933 Act and of any applicable state securities laws. The Option 4 Shares
Payment  shall be  released  from the escrow to the  Selling  Shareholders  upon
Buyer's receipt of the Shares covered by Option 4.

     1.5 Exercise of Option  Shares.  Buyer shall  complete an attached "Form of
Election to  Purchase"  and follow the  procedures  outlined in Sections 2.1 and
2.2,  as  applicable,  for the  exercise of the Option  Shares.  Notwithstanding
anything in this Agreement to the contrary, it is understood and agreed that:

          (i) if the  certificates  and  executed  stock  powers  required to be
     delivered to Buyer in connection with the exercise of any Option  hereunder
     have not been received by Buyer within ten (10) days  following the receipt
     of the purchase price by the escrow agent, the exercise of the Option will,
     at the  written  election  of Buyer,  be voided and the full  amount of the
     Purchase Price paid to the escrow agent shall be returned to Buyer.  Notice
     of such written election to void such Option exercise shall be delivered to
     the Selling Shareholders and escrow agent promptly.


<PAGE>


     1.6 Maximum  Exercise.  The Buyer  shall not be  entitled to exercise  this
Option on a Date of Exercise in connection  with that number of shares of Common
Stock  which would be in excess of the sum of (i) the number of shares of Common
Stock  beneficially  owned by the Buyer and its  affiliates on an exercise date,
and (ii) the number of shares of Common Stock issuable upon the exercise of this
Option with respect to which the  determination of this limitation is being made
on an exercise date, which would result in beneficial ownership by the Buyer and
its  affiliates of more than 4.9% of the  outstanding  shares of Common Stock on
such date.  This  Section 1.4 may be waived or amended  only with the consent of
the Buyer and the consent of holders of a majority of the shares of  outstanding
Common  Stock of the Company  who are not  Affiliates.  For the  purposes of the
immediately preceding sentence,  the term "Affiliate" shall mean any person: (a)
that directly, or indirectly through one or more intermediaries, controls, or is
controlled  by,  or is  under  common  control  with,  the  Company;  or (b) who
beneficially  owns (i) any shares of convertible  preferred  stock,  (ii) common
stock purchase  warrants (iii)  convertible  debt, or (iv) any other convertible
security or derivative.  For the purposes of the immediately preceding sentence,
beneficial ownership shall be determined in accordance with Section 13(d) of the
Securities Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder.

     1.7  Shares.  Means the total  Option  Shares of the  Seller  sold to Buyer
pursuant to this Agreement.  As to any particular Option Shares, such securities
will cease to be Option  Shares  when the Buyer has  effectively  exercised  the
purchase  option for any or all of the Option  Shares  pursuant  to the terms of
this Agreement.

     1.8 Right To Include ("Piggy-Back") Option Shares. Provided that the Option
Shares  have not been  registered,  if at any time  after the date  hereof,  the
Selling  Shareholder  will use its  reasonable  efforts to propose to Company to
provide  piggy-back  rights  with  the  registration  of any  of  the  Company's
securities  under the 1933 Act (other than by a registration  in connection with
an acquisition in a manner which would not permit  registration of Option Shares
for sale to the public, on Form S-8, or any successor form thereto, on Form S-4,
or any successor form thereto), on an underwritten basis (either best-efforts or
firm-commitment.

     1.9 Call by the Seller.  This Option contains a callable feature  requiring
the automatic  exercise at any time prior to the  Expiration  Date if the volume
weighted  average public market price of the Company's  common stock is equal to
or in  excess  of the  callable  price of $3.50 per share for a period of twenty
(20) consecutive days and if there is an effective registration in place for the
shares underlying this Option.  Upon occurrence of the Automatic  Exercise,  the
Seller shall provide Buyer with notice of such Automatic Conversion  ("Automatic
Exercise  Notice").  Upon receipt of the Automatic  Exercise Notice,  Buyer must
exercise,  in whole or in part,  this Option  within ten (10) days. In the event
that this Option is  exercised,  Buyer must  deliver to Seller at its  principal
office, on or before 5:00 p.m.,  Eastern Time, on the required date, (i) Form of
Election to Purchase  properly  executed and completed by Buyer or an authorized
officer thereof, (ii) a check payable to the order of Seller, in an amount equal
to the product of the Exercise  Price  multiplied by the number of Option Shares
specified in the Exercise Notice,  and (iii) this Option. In no event may Seller
require  Buyer to exercise  any such  option  that would  force the  Investor to
violate the 4.9% provision in this Option.

     1.10 Expenses.  The Selling Shareholders will pay all Registration expenses
in connection with any registration required by Sections 1.8 herein.


<PAGE>


developments  the disclosure of which the Board of Directors of the Company,  in
its reasonable  judgment exercised in good faith,  believes would be detrimental
to the Company,  the Company may instruct the holders of Registrable  Securities
covered by the  Registration  Statement to suspend all sales of such  securities
for a period of up to 180 days (a  "Black-out  Period").  The  Black-out  Period
shall not  terminate  until such  holders  have been given notice by the Company
that  they may  resume  sales  under  the  Registration  Statement.  No sales of
Registrable  Securities  shall  be  made  by  the  holders  thereof  under  such
Registration  Statement  or  otherwise  during  such  Black-out  Period and such
holders shall keep  confidential  the fact of the Black-out Period and any facts
or circumstances related thereto of which they may have become aware.

     1.12  Representations  and Warranties of Selling  Shareholder.  The Selling
Shareholder hereby represents and warrants to Buyer as follows:

          (a) Such Selling  Shareholder has the full power and legal capacity to
     execute,  deliver and carry out the terms and  provisions of this Agreement
     and to consummate the transactions contemplated hereby.

          (b) Such Selling  Shareholder  is the lawful  owner of his/her  Option
     Shares  being  sold,  free  and  clear  of  any  liens,  pledges,  security
     interests,   prior  assignments  or  encumbrances  (except  for  applicable
     securities law restrictions and stock resale restrictive legend).

          (c)  Such  Selling  Shareholder  is an  officer  and  director  of the
     Company.

          (d) All material  information  concerning  the Company is set forth in
     the Company's reports and statements filed with the Securities and Exchange
     Commission  and those  reports and  statements do not misstate any material
     facts or omit to state any material facts  necessary to make the statements
     made in such reports and statements, in light of the circumstances in which
     they were made, not misleading.

          (e)  This  Agreement   constitutes  a  valid,   legally   binding  and
     enforceable obligation of such Selling Shareholder.

     1.13 Representations and Warranties of Buyer. Buyer represents and warrants
to the Selling Shareholders that:

          (a) Buyer is a  partnership  or other legally  recognized  entity duly
     organized, validly existing and in good standing under the Laws of State of
     Delaware,  and has all  requisite  power and  authority  to enter into this
     Agreement and perform its obligations  hereunder.  Buyer was not formed for
     the primary purpose of investing in the Option Shares.

          (b) The execution, delivery and performance of this Agreement by Buyer
     have been duly and effectively  authorized by all necessary  partnership or
     other  actions  of  Buyer  and  the   consummation   of  the   transactions
     contemplated   hereby  do  not  result  in  a  violation  of  Partnership's
     partnership  agreement or other  applicable  governing  terms or standards.
     This  Agreement  constitutes  a  valid,  legally  binding  and  enforceable
     obligation of Buyer.

          (c) Buyer is an "accredited  investor"  within the meaning of Rule 501
     of Regulation D of the Securities Act, is experienced in making investments
     of the kind contemplated by this Agreement,  has had access to all material
     information  related to the business and operations of the Company,  and is
     capable, by reason of its business and financial experience,  of evaluating
     the relative merits and risks of an investment in the Option Shares.


<PAGE>


          (d) The Option Shares are being  acquired by Buyer for its own account
     for  investment  purposes  only,  and  not  with a  view  to  the  sale  or
     distribution of any part thereof. Buyer understands that the offer and sale
     of the Option  Shares to Buyer  pursuant  to this  Agreement  have not been
     registered  under the 1933 Act or any applicable  state securities act, and
     that  none  of  these  securities  may be  resold  except  pursuant  to the
     Registration   Statement,   the   provisions  of  Rule  144  or  any  other
     transactions  which, in the opinion of counsel for the Company,  are exempt
     from the registration requirements of the 1933 Act and any applicable state
     securities  acts. Buyer agrees that a legend to this effect may be included
     on the certificates  evidencing the Shares delivered to it pursuant to this
     Agreement.

     1.14 Miscellaneous.

          (a) This Agreement  constitutes the entire  agreement,  and supersedes
     all prior agreements and understandings, whether oral or written, among the
     parties hereto with respect to the subject  matter  hereof.  This Agreement
     may be  amended  only by an  instrument  in  writing  signed by each of the
     parties to this Agreement.

          (b) This Agreement may be executed in any number of counterparts, each
     of which shall, when executed, be deemed to be an original and all of which
     shall be deemed to be one and the same instrument.  Delivery of an executed
     counterpart of a signature page to this Agreement by facsimile transmission
     shall be as effective  as delivery of a manually  executed  counterpart  of
     this Agreement.

          (c) Each of the parties hereto shall,  without further  consideration,
     execute and deliver to any other party hereto such instruments of transfer,
     and shall perform such other actions,  as such party may reasonably request
     to carry out the transactions contemplated hereby.

          (d) In case any one or more of the provisions of this Agreement  shall
     be invalid or unenforceable in any respect, the validity and enforceability
     of the remaining  terms and provisions of this  Agreement  shall not in any
     way be affected or impaired  thereby and the parties  will  attempt in good
     faith to agree  upon a valid and  enforceable  provision  which  shall be a
     commercially reasonably substitute therefore,  and upon so agreeing,  shall
     incorporate such substitute provision in this Agreement.

          (e) This  Agreement  shall be governed by,  construed  and enforced in
     accordance  with the internal laws of the State of New York without  regard
     to the principles of conflicts of law thereof.







                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


<PAGE>


IN WITNESS  WHEREOF,  the parties  hereto have duly executed and delivered  this
Agreement on the date first written above.



                                                       HEB LLC



                                                       /s/ Scott Haire
                                                       ---------------
                                                       Name: Scott Haire
                                                       Title:


                                                       1/11/08
                                                       ---------------
                                                       Date





                                                       T SQUARED INVESTMENTS LLC


                                                       /s/ Thomas Sauve
                                                       ----------------
                                                       Name: Thomas M. Sauve
                                                       Title:  Managing Member

                                                       1/11/08
                                                       ----------------
                                                       Date














<PAGE>


                       FORM OF ELECTION TO PURCHASE OPTION

To be executed  by the Option  Shares  holder to exercise  the right to purchase
shares of MB  Software  Corporation  Common  Stock or its  successors  under the
foregoing Agreement.

 To:

In  accordance  with the  Agreement  enclosed  with  this  Form of  Election  to
Purchase,    the   undersigned    hereby    irrevocably   elects   to   purchase
_______________________  shares of Common  Stock  ("Common  Stock"),  $0.001 par
value,  of MB Software  Corporation  or its  successors  and  encloses__________
dollars  and___________cents  ($________________)  for each  Option  Share being
purchased or an aggregate of  ____________in  cash, wire, or official bank check
or checks.

The  undersigned  requests  that  certificates  for the  shares of Common  Stock
issuable upon this exercise be issued in the name of:

T Squared Investments LLC
c/o T Squared Capital LLC
1325 Sixth Avenue, Floor 28
New York, NY 10019

__________________________
(Tax Identification Number)

If the number of shares of Common Stock issuable upon this exercise shall not be
all of the shares of Common Stock which the  undersigned is entitled to purchase
in accordance  with the enclosed  Agreement,  the  undersigned  requests that an
amendment to the Agreement evidencing the right to purchase the shares of Common
Stock not issuable  pursuant to the exercise  evidenced  hereby be issued in the
name of and delivered to:

T Squared Investments LLC
c/o T Squared Capital LLC
1325 Sixth Avenue, Floor 28
New York, NY 10019



Dated:                                     Name of Options Shares Holder:
                                           (Print) ___________________________
                                           (By:)   ___________________________
                                           (Name:) ___________________________
                                           (Title:)___________________________















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