AMENDED AND RESTATED
                             STOCK PLEDGE AGREEMENT


     This Stock Pledge Agreement (this  "Agreement") is made and entered into as
of the 1st day of August, 1997, by and among MB SOFTWARE CORPORATION, a Colorado
corporation  ("Pledgor") and IMAGINE INVESTMENTS,  INC., a Delaware corporation,
and ROBERT T. SHAW (collectively, "Secured Party").

                                    RECITALS

     WHEREAS,  Pledgor is the sole  shareholder  of 1,000 shares of common stock
(the "Pledged  Shares") of Santiago SDS, Inc. (the "Company")  being 100% of the
issued and outstanding stock of the Company; and

     WHEREAS,  Pledgor  has,  on the  date  hereof,  executed  and  delivered  a
Promissory  Note  to  Imagine  Investments,  Inc.  in the  principal  amount  of
$500,000.00; and

     WHEREAS,  Pledgor has previously executed and delivered Promissory Notes to
Robert T. Shaw as follows:

                  Date                              Original Principal

                  December 22, 1995                 $455,000.00
                  June 19, 1996                      300,000.00
                  February 3, 1997                   300,000.00

and

     WHEREAS,  Pledgor has pledged the Pledged Shares to Robert T. Shaw pursuant
to its Stock Pledge Agreements dated February 3, 1997; and

     WHEREAS,  in order to  induce  Imagine  Investments,  Inc.  to  accept  its
Promissory Note for  $500,000.00  and to advance funds  thereunder on even date,
Pledgor has agreed,  to amend and restate its Stock Pledge Agreement in order to
cause it to secure all four (4) Promissory Notes described above;

     NOW, THEREFORE, the parties hereto hereby agree as follows:

                                    AGREEMENT

     1. Definitions.  
        -----------

As used in this Agreement,  the following terms shall have
the meaning indicated:




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AMENDED AND RESTATED
STOCK PLEDGE AGREEMENT
Page 2



          (a)"Event  of  Default"  shall mean an Event of Default  hereunder  or
     under any of the Secured Indebtedness.

          (b)  "Secured  Indebtedness"  means  the  four  (4)  Promissory  Notes
     described hereinabove.

     2. Grant of Security Interest in the Pledged Shares.
        -------------------------------------------------

To secure the full and  punctual  payment of the Secured  Indebtedness,  in pari
passu,  and upon and subject to the terms,  provisions  and  conditions  of this
Agreement, Pledgor does hereby grant to each Secured Party and to its respective
heirs,  successors and assigns, a security interest (the "Security Interest") in
the Pledged  Shares.  Pledgor hereby agrees that in the event that it and/or its
Affiliates (as hereinafter  defined) acquire any additional capital stock of the
Company, that such additional capital stock shall be deemed to be Pledged Shares
and subject to this Agreement. For purposes hereof, an "Affiliate" of Pledgor is
a person or entity  controlling,  controlled  by or under  common  control  with
Pledgor.

     3. Delivery of Share Certificates to Secured Party.
        ------------------------------------------------

The  stock  certificate  evidencing  the  Pledged  Shares  and all  other  stock
certificates and instruments in registered form which may constitute or evidence
at any time or from time to time a part of the Pledged Shares shall be delivered
to either  Secured Party,  for the benefit of each Secured  Party,  and shall be
endorsed  in blank for  transfer  or be  accompanied  by proper  instruments  of
assignment and transfer in blank upon delivery.  Until the happening of an Event
of Default,  all the Pledged  Shares shall remain  registered in the name of the
Pledgor.  So long as the  Secured  Indebtedness,  or any part  thereof,  remains
outstanding and unpaid, the certificates representing the Pledged Shares and any
other  certificates  or  instruments  which may from time to time  constitute or
evidence a part of the Pledged  Shares,  delivered to the Secured Party pursuant
to this  Section 3, shall be held by the Secured  Party,  and Pledgor  shall not
have the right to procure the release of any of the Pledged Shares from the lien
hereby  created  except  upon and in  compliance  with the terms and  conditions
herein set forth.

     4. Voting of Pledged Shares.
        ------------------------


Until the occurrence of an Event of Default, the Pledged Shares shall be treated
as  shares of the  Pledgor  and the  Pledgor  shall be  entitled  to vote at any
meeting of the shareholders of the Company or its successor corporations.  Until
the  occurrence  of an Event of Default,  no  dividends  shall be payable to the
Secured Party on or with respect to the Pledged Shares. Pledgor hereby grants to
the Secured Party, upon the occurrence of an Event of Default, the right to vote
the Pledged Shares during the  continuance  of such Event of Default  whether or
not the  Secured  Party  seeks any other  remedies  available  to him under this
Agreement  or any  applicable  law or in equity.  Pledgor  agrees  that upon the
occurrence of an Event of Default and during its  continuance  thereof,  Pledgor
will not accept any dividends or distributions on the Pledged Shares.






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AMENDED AND RESTATED
STOCK PLEDGE AGREEMENT
Page 3




     5. Remedies Upon Default.
        ----------------------
                
          (a) If any Event of  Default  shall  occur  under  any of the  Secured
     Indebtedness,  either Secured Party may seek any remedies  available to him
     under any applicable law.

          (b) Except as otherwise provided herein,  Pledgor hereby waives notice
     of an Event of Default, presentment for payment, demand, notice of dishonor
     and protest.

          (c) In  addition,  full power and  authority  are hereby  given to the
     Secured  Party to sell,  assign  and  deliver  the whole or any part of the
     Pledged Shares at any broker's board, or at public or private sales, at the
     option of the  Secured  Party,  either  for cash or on credit or for future
     delivery  without  assumption of any credit risk, and without either demand
     or advertisement of any kind, both of which are hereby waived, and no delay
     on the part of the  Secured  Party in  exercising  any power of sale or any
     other rights or option hereunder,  and no demand,  which may be given to or
     made upon Pledgor by the Secured Party to a power of sale or other right or
     option hereunder, shall constitute a waiver thereof, or limit or impair the
     rights  hereunder,  without demand,  or prejudice the rights of the Secured
     Party as against  the  Pledgor in any  respect.  At any sale of the Pledged
     Shares in accordance  with the preceding  sentence,  the Pledgor may itself
     purchase the whole or any part of the Pledged  Shares sold. In event of any
     sale or other disposition of any of the Pledged Shares, after deducting all
     costs or expenses  of ever kind for care,  safekeeping,  collection,  sale,
     delivery or otherwise,  the Secured Party shall, after applying the residue
     of the proceeds of the sales, or other disposition  thereof, as hereinabove
     authorized,  return any excess to the  Pledgor.  The  Secured  Party  shall
     notify the Pledgor in writing of his intent to  exercise  his right to sell
     the Pledged  Shares in accordance  with this Section 5(c) at least five (5)
     days prior to any such sale.

          (d) Because of the Securities Act of 1933, as amended (the "Securities
     Act"), or any other laws or regulations, there may be legal restrictions or
     limitations  affecting  Secured Party in any attempts to dispose of certain
     portions  of the  Pledged  Shares  in the  enforcement  of his  rights  and
     remedies hereunder. For these reasons Secured Party is hereby authorized by
     Pledgor, but not obligated, upon the occurrence of any Event of Default, to
     sell,  bid upon,  and purchase  all or any part of the Pledged  Shares at a
     private sales,  subject to investment  letter or in any other  commercially
     reasonable  manner which will not require the Pledged  Shares,  or any part
     thereof,  to be registered in accordance  with the  Securities  Act, or the
     rules and


<PAGE>


AMENDED AND RESTATED
STOCK PLEDGE AGREEMENT
Page 4



     regulations  promulgated  thereunder,  or any  other  law  of  regulations.
     Pledgor  acknowledges  that Secured Party may in his discretion  approach a
     restricted  number  of  potential  purchasers  and that a sale  under  such
     circumstances  may yield a lower price of the Pledged Shares or any part or
     parts thereof than would  otherwise be  obtainable if same were  registered
     and sold in the open market.

          6. Further  Assurances. 
             --------------------

     Pledgor agrees to execute such stock powers,  endorse such instruments,  or
     execute such  additional  pledge  agreements  or other  documents as may be
     reasonable  requested  by Secured  Party in order  effectively  to grant to
     Secured Party the Security  Interest in (and pledge and  assignment of) the
     Pledged Shares and to enforce and exercise Secured Party's rights regarding
     same.

          7. Assignability by Secured Party.
             -------------------------------          

     The  rights,  powers and  interest  held by the  Secured  Party  hereunder,
     together with the Pledged Shares,  may be transferred by Secured Party upon
     the  transfer  of the  underlying  Note upon the prior  written  consent of
     Pledgor, such consent not to be unreasonably withheld.

          8. Return of Pledged Shares. 
             -------------------------

     When the Secured Indebtedness has been paid in full or otherwise satisfied,
     the Secured Party shall deliver the Pledged Shares to Pledgor  concurrently
     with its receipt of such payment or  satisfaction  and this Agreement shall
     terminate.

          9. Waiver of Default.


     The  acceptance  by the Secured  Party at any time and from time to time of
     partial payment of the aggregate  amount of the Secured  Indebtedness  then
     matured  shall not be deemed  to be a waiver of any Event of  Default  then
     existing.  No waiver by the Secured  Party of any Event of Default shall be
     deemed to be a waiver of any  subsequent  Event of  Default,  nor shall any
     such waiver by Secured Party be deemed to be a continuing  waiver. No delay
     or omission by Secured  Party in exercising  any right or power  hereunder,
     except for the failure by Secured  Party to give notice as provided  herein
     shall impair such right or power or be construed as a waiver thereof or any
     acquiescence  therein, nor shall any single or partial exercise of any such
     right or power  preclude  other or further  exercise  of any other right or
     power of the Secured Party hereunder.

          10. Laws Applicable.
              ----------------

     This  Agreement and the rights and  obligations of the parties hereto shall
     be  governed,  construed  and enforced in  accordance  with the laws of the
     State of Texas.

         11. Notices.
             -------

     Any notice, request, instruction or other document to be given hereunder or
     to any party  shall be  delivered  to the  address set forth on Exhibit "A"
     attached  hereto,  and shall be deemed to have been given and  received (i)
     when  actually by the other party,  if delivered in person or by facsimile,
     or (ii) if mailed, on the earlier of the date actually received or (whether
     ever received or not) three Business Days (as hereinafter  defined) after a
     letter  containing  such  notice,  certified  or  registered  with  postage
     prepaid,  addresses to the other party,  is deposited in the United  States
     mail.  Any party may change its address for the purposes of this section by
     giving notice to the other parties hereto.



<PAGE>


AMENDED AND RESTATED
STOCK PLEDGE AGREEMENT
Page 5



          12. Covenant of Assistance. 
              -----------------------

     Pledgor  agrees to execute  all such  further  documents  and take all such
     further  action as may be reasonable be requested by Secured Party in order
     to better  confirm  the  Security  Interest  herein  granted in the Pledgor
     Shares.


          13. Amendment.
              ----------    
 
     None of the terms or provisions of this  Agreement may be waived,  modified
     or amended, except in writing signed by both parties hereto.

          14. Binding Effect.
              ---------------

     This  Agreement  shall be binding on Pledgor and Pledgor's  successors  and
     assigns and shall inure to the benefit of the Secured  Party and his heirs,
     successors and assigns.

          15. Counterparts.
              -------------

     This Agreement may be executed in one or more  counterparts,  each of which
     shall be deemed an original and all of which shall  constitute  one and the
     same instrument, but only one of which need be produced.

          16. Effect on other Collateral. 
              ---------------------------

     This Amended and Restated  Stock Pledge  Agreement is delivered in addition
     to,  and not in lieu  of,  such  other  stock  pledge  agreements  or other
     security agreements as may have been pledged, assigned or granted to either
     Secured Party.

          EXECUTED as of the day and year first above written.


                                        MB SOFTWARE CORPORATION
                           
                                        By:/S/ Scott Haire
                                           ------------------------------------
                                            Scott Haire, President


                                        IMAGINE INVESTMENTS, INC., a
                                        Delaware corporation

                                        By:

                                        Title:_______________________________



                                        -----------------------------------
                                        ROBERT T. SHAW


<PAGE>


AMENDED AND RESTATED
STOCK PLEDGE AGREEMENT
Page 6


 

                                   EXHIBIT "A"


MB Software Corporation
2225 E. Randol Mill Road
Suite 305
Arlington, Texas  76011


Imagine Investments, Inc.
P.O. Box 729081-229
Dallas, Texas  75372

Robert T. Shaw
784 Harrington Lake Drive North
Venice, Florida 34293


<PAGE>

 
 


                                   SIGNATURES


In accordance  with the  requirements  of the Exchange Act, the  registrant  has
caused this report to be signed on its behalf by the undersigned  thereunto duly
authorized.


                               MB SOFTWARE CORPORATION



Date:  August 15, 1997         /s/ Scott A. Haire
                               ----------------------
                               Scott A.  Haire, Chairman of the Board,
                               Chief Executive Officer and President
                               (Principal Financial Officer)


<PAGE>