Exhibit 3.2

                     CERTIFICATE OF THE DESIGNATIONS, NUMBER
                    VOTING POWERS, PREFERENCES AND RIGHTS OF
                      SERIES A CONVERTIBLE PREFERRED STOCK
                                       OF
                            MB SOFTWARE CORPORATION


                         Pursuant to Section 2.13 of the
                 Business Corporation Act of the State of Texas



        MB Software Corporation,  a corporation organized and existing under the
Business Corporation Act of the State of Texas (the "Corporation"),

        DOES HEREBY CERTIFY:

        That,  pursuant  to the  authority  expressly  vested  in the  Board  of
Directors of the  Corporation  (the "Board of Directors") by Article Four of the
Articles of  Incorporation  of the  Corporation,  as amended  (the  "Articles of
Incorporation"),  the Board of Directors duly adopted,  by written consent dated
as of October 31, 2007, a resolution  providing  for the creation of a series of
preferred stock, par value $10.00 per share (the "Preferred Stock"),  consisting
of 51,000 shares of Series A Convertible  Preened Stock,  which resolution is as
follows:

               RESOLVED, that pursuant to the authority expressly granted to and
        vested in the Board of Directors of the Corporation by the provisions of
        Article  Four  of  the  Restated   Articles  of   Incorporation  of  the
        Corporation,  the Board of Directors  hereby mates a series of preferred
        stock, par value $10.00 per share, of the Corporation,  and hereby fixes
        the  designations,   powers,  preferences  and  relative  participating,
        optional or other special rights, and the qualifications, limitations or
        restrictions thereon, of the shares of such series, in addition to those
        set forth in the Articles of Incorporation, as follows:

        1. Designation and The shares of such series shall be designated "Series
A Convertible  Preferred  Stock" (the "Series A Stock") and the number of shares
constituting such series shall be 51,000.Designation

          A.  Designation.  Fifty One Thousand (51,000) shares of the authorized
     preferred  stock,  $10.00 par value per share,  are  hereby  designated  as
     "Series A Convertible Preferred Stock' ("Series A Preferred"). The Series A
     Stock shall have rights and  preferences  relative to all other classes and
     series of the capital stock of the Corporation as set forth herein.

          B. Dividends. Holders of shares of Series A Stock shall participate on
     an "as converted"  basis with the holders of common stock, par value 50.001
     per share, of the  Corporation  (the "Common  Stock"),  with respect to the
     payment of any dividends by the Corporation.


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          C. Liquidation.  Holders of shares of Series A Stock shall participate
     on an "as converted" basis with the holders of Common Stock with respect to
     the  payment  of the  proceeds  of the  Corporation  from the  liquidation,
     dissolution  or  winding  up  of  the  Corporation,   either  voluntary  or
     involuntary.Voting

          D. Voting. The holders of shares of Series A Stock shall vote together
     with the holders of Common Stock as a single class. The holder of each sham
     of Series A Stock (i) shall be entitled to the number of votes with to such
     share  equal to the number of shares of Common  Stock into which such share
     of Series A Stock  could be  converted  on the record  date for the subject
     vote or written consent (or, there is no such record date, then on the date
     that such vote is taken or consent is effective) and (ii) shall be entitled
     to notice of any stockholders'  meeting in accordance with the Bylaws o the
     Corporation.  Fractional  votes shall not be permitted,  and any fractional
     voting rights  resulting  from the above  formula  (after  aggregating  all
     shares of Common  Stock into which  shares;  of Series A Stock held by each
     holder could be converted) shall be reduced to the nearest whole number.

          E. Automatic Conversion

               (i) Each share of Series A Stock shall automatically be converted
          into ten (100)  shares of Common  Stock (as the same may be  equitably
          adjusted   after  the  date  of   issuance   for  any  stock   splits,
          combinations,  consolidations,   recapitalizations,   reorganizations,
          reclassifications,  stock  distributions,  stock  dividends  or  other
          similar  events) at such time as the  shareholders  of the Corporation
          have  approved an amendment to the  Articles of  Incorporation  of the
          Corporation  increasing the  authorized  shares of Common Stock of the
          Corporation   from   20,000,000   shams   to   100,000,000   shares  (
          "Amendment').  The Corporation expects to receive such approval at its
          next annual meeting of shareholders,  which is scheduled to be held in
          February. Holders of at least 65% of the issued and outstanding shares
          of Common  Stock have  indicated  that they will vote in favor of such
          amendment.  Following approval of the Amendment by the shareholders of
          the Corporation, and filing of the same with the Secretary of State of
          Texas,  the  Corporation  shall  give  written  notice  thereof to all
          holders of record of shares of Series A Stock.  Such  notice  shall be
          sent by first class mail, postage prepaid, to each holder of record of
          Series A Stock at such holder's address as shown in the records of the
          Corporation.  Each  holder  of  shares  of the  Series  A Stock  shall
          surrender the certificate or  certificates  for all such shares to the
          Corporation  at  the  place   designated  in  such  notice  and  shall
          thereafter receive certificates for the numb of shares of Common Stock
          to which such bolder is entitled.  Notwithstanding  anything herein to
          the  contrary,  shares of Series A Stock  shall be deemed to have been
          converted  upon filing of the Amendment with the Secretary of State of
          Texas.

               (ii) The Corporation  shall pay any and all issue and other taxes
          that may be payable in respect of any issue or  delivery  of shares of
          Common Stock on conversion of Series A Stock pursuant hereto.

               (iii)  All  shares  of  Common  Stock  that  may be  issued  upon
          conversion  of the shares of Series A Stock will upon  issuance by the
          Corporation be validly issued,  fully paid and  nonassessable and free
          from all  taxes,  liens  and  charges  with  respect  to the  issuance
          thereof.


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               (iv) The  Corporation  will not, by  amendment of the Articles of
          Incorporation  or  through  any  reorganization,  transfer  of assets,
          consolidation, merger, dissolution, issue or sale of securities or any
          other  voluntary  action,  avoid or seek to avoid  the  observance  or
          performance of any of the terms to be observed or performed  hereunder
          by the Corporation.

          F. Amendment Waiver,  Any term of the Series A Stock may be amended or
     waived upon the written  consent of the  Corporation  and the holders of at
     least a majority of the Series A Stock then outstanding, voting together as
     a single class.

          G.  Action By Holden Any action or consent to be taken or given by the
     holders  of the  Series A Stock may be given  either  at a  meeting  of the
     holders  of the  Series A Stock  called  and held  for such  purpose  or by
     written consent.

        IN WITNESS WHEREOF, MB Software  Corporation has caused this Certificate
to be signed by Scott A.  Haire,  its Chief  Executive  Officer,  this 30 day of
November, 2007.

                                                  MB SOFTWARE CORPORATION


                                                  By: Scott A. Haire
                                                      ---------------
                                                      Scott A. Haire
                                                      Chief Executive Officer