EXHIBIT 10.1










                         COMMON STOCK PURCHASE AGREEMENT

                                     BETWEEN

                             MB SOFTWARE CORPORATION

                                       AND

                            T SQUARED INVESTMENTS LLC


                                      DATED

                               January 11th, 2008





















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

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


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


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

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

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
























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                                    ARTICLE I

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

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

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

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

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


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


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

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

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

     1.3.6 [Reserved]

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

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


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

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

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

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

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

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

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

     1.3.15 "SEC" means the Securities and Exchange Commission.

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

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

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




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

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


































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                                   ARTICLE II

             SALE AND PURCHASE OF COMPANY COMMON STOCK AND WARRANTS
                                 PURCHASE PRICE

2.1  Sale of Common Stock and Issuance of Warrants.

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

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

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















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                                   ARTICLE III

                     CLOSING DATE AND DELIVERIES AT CLOSING

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

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

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

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

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


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

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

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

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
































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                                   ARTICLE IV

                        REPRESENTATIONS AND WARRANTIES OF
                                     COMPANY

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

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

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

4.3 Capitalization.

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

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



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

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

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














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

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

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

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







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

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

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

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

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







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

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


































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                                  PAGE 13 OF 30


<PAGE>


                                    ARTICLE V

               REPRESENTATIONS AND WARRANTIES OF THE INVESTOR

The Investor represents and warrants to the Company that:

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

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

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

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


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<PAGE>


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

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

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

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

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

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


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              MB SOFTWARE CORPORATION AND T SQUARED INVESTMENTS LLC
                                  PAGE 15 OF 30


<PAGE>
                                   ARTICLE VI

                            COVENANTS OF THE COMPANY

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

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

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

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

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




















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              MB SOFTWARE CORPORATION AND T SQUARED INVESTMENTS LLC
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<PAGE>

                                   ARTICLE VII

                            COVENANTS OF THE INVESTOR

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

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

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


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














                     COMMON STOCK PURCHASE AGREEMENT BETWEEN
              MB SOFTWARE CORPORATION AND T SQUARED INVESTMENTS LLC
                                  PAGE 17 OF 30


<PAGE>
                                   ARTICLE XI

                               GENERAL PROVISIONS

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

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

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

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

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

                     COMMON STOCK PURCHASE AGREEMENT BETWEEN
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                                  PAGE 18 OF 30


<PAGE>


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

                          If to the Company:

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


                          With a copy to:

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


                          If to the Investor:

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


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

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




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<PAGE>


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

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

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

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

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

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

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

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



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<PAGE>


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

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












                         [SIGNATURES ON FOLLOWING PAGE]































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<PAGE>


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

THE COMPANY:


MB Software Corporation

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




INVESTOR:

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






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























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



<PAGE>




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




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


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













































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<PAGE>


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


















































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<PAGE>


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


















































                     COMMON STOCK PURCHASE AGREEMENT BETWEEN
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<PAGE>


                                    Exhibit A
                                    ---------

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



















































                     COMMON STOCK PURCHASE AGREEMENT BETWEEN
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                                  PAGE 26 OF 30


<PAGE>


                                    Exhibit B
                                    ---------

                                    Warrants
                                    --------













































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              MB SOFTWARE CORPORATION AND T SQUARED INVESTMENTS LLC
                                  PAGE 27 OF 30


<PAGE>