EXHIBIT 10.2





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


                                      DATED
                               January 11th, 2008
























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                             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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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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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.




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                                   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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     (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.


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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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     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.

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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) 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


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<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

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                                  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>