PROMISSORY NOTE
                                 ---------------

$500,000.00                                                       August 1, 1997


     FOR VALUE RECEIVED,  the undersigned,  MB SOFTWARE CORPORATION,  a Colorado
corporation  ("Maker"),  promises  to pay to the order of  IMAGINE  INVESTMENTS,
INC.,  a  Delaware  corporation  ("Payee")  the  principal  sum of FIVE  HUNDRED
THOUSAND  AND NO/100  DOLLARS  ($500,000.00),  together  with  interest  accrued
thereon  (calculated  on the  basis of a 365- day  year) at a rate of 10.0%  per
annum from the date hereof until this Note is paid in full. In  connection  with
this Note,  Maker has executed and  delivered to Payee that certain  Amended and
Restated Stock Pledge Agreement of even date herewith.

     1. Payment. 
        --------

Unless  otherwise  provided  herein:  (a) interest of this Note shall be due and
payable  quarterly  commencing on October 1, 1997 and due every three (3) months
thereafter;  and (b) the entire  principal  balance  and all  accrued and unpaid
interest  thereon  shall be due and  payable in full on August 1, 2000.  Payment
shall  be made to Payee at  Imagine  Investments,  Inc.,  P.O.  Box  729081-229,
Dallas, Texas 75372.

     2. Optional Prepayment.
        --------------------

Maker may at its sole  option  prepay all or any part of the  principal  of this
Note before maturity without penalty or premium.

     3. Senior Debt. 
        -----------

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

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

          (i) Failure of Maker to make any payment of  accumulated  interest and
     principal  on this Note as and when the same  becomes  due and  payable  in
     accordance with the terms hereof,  and such failure  continues for a period
     of five days thereafter;

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

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


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PROMISSORY NOTE
Page 2

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

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

     5. Waiver. 
        ------

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

     6. Cumulative Right.
        -----------------

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

     7. Notices. --------

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

     8.  Successors  and  Assigns. 
         ------------------------

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


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PROMISSORY NOTE
Page 3


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

     10.  Attorneys'  Fees and  Costs. 
          ---------------------------

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

     11.  Headings.
          --------

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

     EXECUTED as of the day and year first above written.



                                                    MB SOFTWARE CORPORATION

                                                    By:/s/ Scott Hair 
                                                       ----------------------
                                                       Scott Haire, President


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