EXHIBIT 10.5


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

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



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

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

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

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

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


                                    ARTICLE I

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


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

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




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                                   ARTICLE II

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

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

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

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


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

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

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

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

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

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

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


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

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


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





                                   ARTICLE III

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


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

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

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




                                   ARTICLE IV

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

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

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

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

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

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

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

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

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

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

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


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when the same has become effective;

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

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

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

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

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

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

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

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


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time reasonably request in writing.

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

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

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



                                    ARTICLE V

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

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

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

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

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



                                   ARTICLE VI

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

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


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

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

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


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

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

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

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



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

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

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



                                   ARTICLE VII

                                    RULE 144

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

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

                                  ARTICLE VIII

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

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

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

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


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

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

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

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

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

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

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

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


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

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

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

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










                         [SIGNATURES ON FOLLOWING PAGE]


















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

MB Software Corporation


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




INVESTOR:

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

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























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<PAGE>


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