EXHIBIT 10.1

                                 PROMISSORY NOTE
  $1,400,000.00                                                    April 1, 1998


         FOR  VALUE  RECEIVED,  the  undersigned,  MB  SOFTWARE  CORPORATION,  a
Colorado corporation, ("Maker"), promises to pay to IMAGINE INVESTMENTS, INC., a
Delaware  corporation  ("Payee"),  the principal sum of ONE MILLION FOUR HUNDRED
THOUSAND AND NO/l00  DOLLARS  ($1,400,000.00),  or if less, all such sums as may
have been advanced and be outstanding hereunder,  together with interest accrued
thereon  (calculated  on the basis of a 365-day year) at a rate of 10% per annum
from the date hereof  until this  Promissory  Note (the "Note") is paid in full.
Interest on this Note shall only accrue on and after the date of any advancement
hereunder.

         1.  Payment.  Unless  otherwise  provided  herein the Maker shall on or
before  October 1, 1998,  shall repay this Note by: (a) paying cash equal to the
principal  and all accrued  and  outstanding  interest on this Note;  or, (b) if
Maker  has  issued  200,000  shares of  preferred  stock as  herein  defined  in
connection  with its  acquisition of Payee's  membership  interest in Healthcare
Innovations,  LLC,  and if no event of  default  exists,  issuing  140,000  duly
authorized,  fully paid, and nonassessable shares of Preferred Stock plus paying
cash equal to all accrued and outstanding  interest due on the Note. Any payment
shall be made to Payee at Imagine Investments,  8150 N. Central Expressway, Ste.
190 1,  Dallas,  Texas  75206.  All past due  payments  on this Note  shall bear
interest at the Maximum Rate, as hereafter defined.

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

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

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

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

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

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



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

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

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

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

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


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

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

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

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

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

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



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

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

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

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

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

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

                           The   following    hypothetical   is   included   for
                           illustrative purposes:

                           Assumptions:     Future Maker Value = $100 million

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

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



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

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


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



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

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

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

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

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

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

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




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

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

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

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

         EXECUTED as of the day and year first above written.
                                                      MB SOFTWARE CORPORATION


                                                      By:___________________
                                                         Scott Haire, President





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