EXHIBIT 10.2


                       ASSIGNMENT AND ASSUMPTION AGREEMENT



            This Assignment and Assumption  Agreement (this "Agreement"),  dated
as of  August  1,  2002,  is by and  among  MB  Software  Corporation,  a  Texas
corporation  ("Assignor"),  eAppliance Payment Solutions,  LLC, a Nevada limited
liability company ("Assignee") and each of the creditors/vendors of Assignor set
forth on the signature page hereto (the "Creditors").

                              W I T N E S S E T H:

            WHEREAS,  Assignor  and  Assignee  have  entered  into that  certain
Securities Purchase Agreement, of even date herewith (the "Purchase Agreement"),
pursuant  to which,  among  other  things,  Assignee  has  acquired  the  equity
interests in E Appliance  Innovations,  LLC, a Nevada limited  liability company
(the "Company"), owned by Assignor (the "Acquisition"); and

            WHEREAS,  as part of the  Acquisition,  Assignee  agreed  to  assume
certain liabilities of Assignor, as further described below;

            NOW, THEREFORE,  for value received,  the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:

            1. Assignor does hereby convey, transfer and assign to Assignee, and
Assignee  does hereby  assume,  all amounts owed to the Creditors as of the date
hereof, which amounts are set forth under such Creditors' names on the signature
page hereof (the "Assumed Liability").

2.          The  assignment,  transfer,  acceptance,  covenants and  assumptions
            contained  above shall bind and inure to the benefit of Assignor and
            Assignee and their respective successors and assigns.

            3.  This  Agreement  may not be  changed,  modified,  discharged  or
terminated  orally or in any other manner than by an agreement in writing signed
by the parties hereto or their respective successors and assigns.

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

                                               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
                                                     ---------------------------


Each of the undersigneds  hereby agrees to the foregoing  assignment,  and looks
solely to Assignee for payment of such undersigned's Assumed Liability.

                                                  JACKSON WALKER L.L.P.


                                                  By:  /s/ Richard F. Dahlson
                                                     ------------------------
                                                  Richard F. Dahlson, Partner

                                                  Amount owed:    $196,823
                                                  -----------     --------



                                                  EVANS, MILLS WARRINER, PLLC


                                                  By: /s/ Steven Evans
                                                     -----------------
                                                  Its: Managing Partner
                                                      -----------------

                                                  Amount owed:    $49,224
                                                  -----------     -------



                                                  SAH, LLC


                                                  By: /s/ Lucy J. Singleton
                                                     ----------------------
                                                  Its:  Manager
                                                      ---------

                                                  Amount owed:    $100,000
                                                  -----------     --------



                                                  HEB L.L.C.


                                                  By:  /s/ Scott A. Haire
                                                     --------------------
                                                  Its:  Manager
                                                      ---------

                                                  Amount owed:     $1,201,577.28
                                                  -----------      -------------



<PAGE>

                                   ASSIGNMENT



            Scott A. Haire  ("Assignor")  hereby  assigns  and  transfers  to MB
Software  Corporation,  a  Colorado  corporation  ("Assignee"),  a 49.5%  equity
interest in E Appliance  Innovations,  LLC, a Nevada limited liability  company,
owned by Assignor,  on the condition  that  Assignee  execute and deliver to the
Company a signature page to the Operating Agreement of the Company,  dated as of
June 12, 2001.

Dated: July 31, 2001

                                                    ----------------------------
                                                    Scott A. Haire




<PAGE>

                                   ASSIGNMENT



            Gil A.  Valdez  ("Assignor")  hereby  assigns  and  transfers  to MB
Software  Corporation,  a  Colorado  corporation  ("Assignee"),  a 49.5%  equity
interest in E Appliance  Innovations,  LLC, a Nevada limited liability  company,
owned by Assignor,  on the condition  that  Assignee  execute and deliver to the
Company a signature page to the Operating Agreement of the Company,  dated as of
June 12, 2001.

Dated: July 31, 2001

                                                    ----------------------------
                                                    Gil A. Valdez