EXHIBIT 10.1

                          SECURITIES PURCHASE AGREEMENT


         This  Securities  Purchase  Agreement  (this  "Agreement")  is made and
entered  into as of August 1, 2002,  by and between MB Software  Corporation,  a
Texas corporation  ("Seller"),  and eAppliance Payment Solutions,  LLC, a Nevada
limited liability company ("Purchaser").

         WHEREAS,  in  connection  with the  capital  restructuring  of  Seller,
Purchaser  has agreed to purchase  Seller's 99% equity  ownership  interest (the
"Interest") in E Appliance Innovations,  LLC, a Nevada limited liability company
(the "Company"), on the terms and conditions set forth herein;

         NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants of the parties hereto, and for other good and valuable consideration,
the receipt and sufficiency of which is acknowledged by them, the parties hereto
do hereby agree as follows:

         1. Purchase of Securities. At the Closing (as defined below), Purchaser
shall  purchase from Seller,  and Seller shall sell to Purchaser,  the Interest.
The  purchase  price  (the  "Purchase  Price")  for the  Interest  shall  be the
assumption by Purchaser of the liabilities of Seller described in the Assignment
and   Assumption   Agreement   attached   hereto  as  Exhibit  B  (the  "Assumed
Liabilities").  In  addition,  Purchaser  and Seller  shall enter into a License
Agreement, in substantially the form of Exhibit A attached hereto.

         2. Closing.  The closing of the transactions  contemplated  herein (the
"Closing")  will take place at the executive  offices of the Company on the date
hereof (the "Closing Date").

         3. Conditions to Closing of Seller.  Except as may be waived in writing
by Seller, the obligations of Seller to consummate the transactions contemplated
herein shall be subject to the  fulfillment  at or prior to the Closing Date, of
the assumption by Purchaser of the Assumed Liabilities,  which assumptions shall
be in form and substance reasonably satisfactory to Seller.

         4.  Conditions  to  Closing  of  Purchaser.  Except as may be waived in
writing  by  Purchaser,   the   obligations   of  Purchaser  to  consummate  the
transactions contemplated herein shall be subject to the fulfillment at or prior
to the Closing Date, of the following conditions:

            (a) Seller,  the other  members of the Company and the Company shall
have executed and  delivered  and  amendment to the  Operating  Agreement of the
Company admitting Purchaser as a member in place of Seller.

            (b) All  authorizations,  approvals,  consents  and  waivers  of any
governmental   authority  or  third  party,  each  as  required  to  permit  the
consummation of the transactions  contemplated  hereby, shall have been obtained
and shall not have been  terminated,  suspended  or  withdrawn as of the Closing
Date.

            (c) No investigation, action, suit or proceeding shall be pending or
threatened  before  any court or  governmental  body  which  seeks to  restrain,
prohibit or  otherwise  challenge  or  interfere  with the  consummation  of the
transactions contemplated herein.



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         5.  Representations and Warranties of Seller.  Seller hereby represents
and warrants to Purchaser as follows:

            (a) Seller is a corporation duly organized,  validly existing and in
good standing under the laws of the State of Texas.

            (b) The Company is a limited  liability company  organized,  validly
existing and in good standing under the laws of the State of Nevada.

            (c) This Agreement has been duly authorized by all necessary  action
of Seller and is a legal, valid and binding obligation of Seller, enforceable in
accordance  with its  terms,  except  that such  enforcement  may be  subject to
bankruptcy, insolvency, reorganization,  moratorium or other similar laws now or
hereafter in effect  relating to  creditors'  rights and general  principles  of
equity.

            (d) Seller holds all legal and beneficial title to the Interest, and
will  transfer the Interest to Purchaser  free and clear of any liens,  security
interests, claims or encumbrances of any kind whatsoever.

            (e) All  consents,  approvals  or actions of, or any filings with or
any notices to be given to, any person or any public,  governmental  or judicial
authority  required for the execution and delivery by Seller of this  Agreement,
the performance by Seller of its obligations  hereunder and the  consummation by
Seller of the transactions contemplated hereby and thereby have been obtained by
Seller.

         6.  Representations  and  Warranties  of  Purchaser.  Purchaser  hereby
represents and warrants to Seller as follows:

            (a)  Purchaser is a limited  liability  company  organized,  validly
existing and in good standing under the laws of the State of Nevada.

            (b) This Agreement has been duly authorized by all necessary  action
of  Purchaser  and is a  legal,  valid  and  binding  obligation  of  Purchaser,
enforceable in accordance  with its terms,  except that such  enforcement may be
subject to bankruptcy, insolvency,  reorganization,  moratorium or other similar
laws now or  hereafter  in effect  relating  to  creditors'  rights and  general
principles of equity.

         7. Governing Law. This Agreement, and the rights and obligations of the
parties  hereunder,  shall be construed and governed under the laws of the State
of Texas.

         8. Counterparts. This Agreement may be executed in counterparts, all of
which together shall constitute one and the same instrument.

         9. Effect of Headings.  The Section headings herein are for convenience
only, and shall not affect the construction hereof.



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            IN WITNESS  WHEREOF the parties  hereto have executed this Agreement
as of the date first above written.

                                               MB SOFTWARE CORPORATION


                                               By:  /s/ Scott A. Haire
                                                  ------------------------------
                                               Name:  Scott A. Haire
                                                    ----------------------------
                                               Title:  President
                                                     ---------------------------




                                               eAPPLIANCE PAYMENT SOLUTIONS, LLC


                                               By:  /s/ Scott A. Haire
                                                  ------------------------------
                                               Name:  Scott A. Haire
                                                    ----------------------------
                                               Title:  Manager
                                                     ---------------------------