EXCHANGE AGREEMENT


         This Exchange  Agreement  (this  "Agreement") is entered into as of the
11th day of November,  1999, to be effective as of the 1st day of November, 1999
(the "Effective Date"), and is by and among MB Software Corporation,  a Colorado
corporation  ("MB"),  and  Consolidated   National  Corp.  and  Scott  A.  Haire
(collectively, the "Debtholders").

                              W I T N E S S E T H:

         WHEREAS, MB owes the Debtholders an aggregate of $1,250,000 as  of  the
Effective Date (the "Debt"); and

         WHEREAS,  MB has  contributed  all of the  stock  of its  wholly  owned
subsidiary,  MB  Software  Solutions,   Inc.  ("MBSSI")  to  MedEWay.com,   Inc.
("MedEWay"),  in exchange for 552,900 validly  issued,  duly  authorized,  fully
paid, and  non-assessable  shares of common stock, $.001 par value per share, of
MedEWay (the "MedEWay Shares"); and

         WHEREAS,  the parties hereto wish to evidence their agreement  pursuant
to which,  among other things,  the Debtholders will purchase the MedEWay Shares
in exchange for the Debt and cash, all upon the terms set forth herein; and

         NOW, THEREFORE,  for good and valuable  consideration,  the receipt and
sufficiency  of which are  hereby  acknowledged,  the  parties  hereto  agree as
follows:

                                    ARTICLE I
                                    EXCHANGE

     1.1 Exchange. Effective as of the Effective Date, MB shall assign, transfer
and convey to the  Debtholders,  and the Debtholders  shall  purchase,  free and
clear of all liens, pledges, security interests,  restrictions,  claims, charges
and other encumbrances, the MedEWay Shares.

     1.2 Payment.  As consideration for the MedEWay Shares to be sold hereunder,
the Debtholders shall (i) pay to MB an amount equal to $250,000 (the "Cash") and
(ii) contribute the Debt to MB.  Additionally,  concurrently with the closing of
the  transactions  contemplated  herein,  MedEWay shall issue to MB a warrant to
purchase 5% of the outstanding common stock of MedEWay at a purchase price equal
to $.001 per share (the "Warrant"), with the Warrant being exercisable only upon
the initial public offering or sale of MedEWay.

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                                   ARTICLE II
                         REPRESENTATIONS AND WARRANTIES

     2.1 Representations and Warranties of MB. MB hereby represents and warrants
to the Debtholders as follows:

          (a) Incorporation. Each of MB, MBSSI and MedEWay is a corporation duly
     organized,  validly  existing  and in good  standing  under the laws of the
     state  of its  incorporation.  MB has all  requisite  corporate  power  and
     authority  to  execute  and  deliver  this  Agreement  and to carry out the
     transactions contemplated hereby.

          (b)  Capitalization.  The authorized capital stock of MedEWay consists
     of 40,000,000  shares of common stock,  $.001 par value per share, of which
     552,900 shares are issued and  outstanding  and 100,000 shares of Preferred
     Stock,  $.001 par value  per  share,  of which no  shares  are  issued  and
     outstanding.  All of the issued and  outstanding  MedEWay  Shares have been
     duly authorized and validly issued,  are fully paid and  nonassessable  and
     are owned by MB.

          (c) Execution, Delivery, Binding Effect. The execution and delivery of
     this Agreement and the consummation of the transactions contemplated hereby
     have been duly  authorized by the board of directors of MB. This  Agreement
     is a  valid  and  binding  obligation  of  MB  enforceable  against  it  in
     accordance  with  its  terms,  except  as  may  be  limited  by  applicable
     bankruptcy and similar laws and general principles of equity.

          (d) MedEWay  Shares.  The MedEWay Shares are being  transferred to the
     Debtholders  free and  clear of all  liens,  pledges,  security  interests,
     restrictions, claims, charges and other encumbrances.

     2.2 Representations  and Warranties of Debtholders.  The Debtholders hereby
represent  and  warrant  to MB  that  this  Agreement  is a  valid  and  binding
obligation of the Debtholders  enforceable against the Debtholders in accordance
with its terms,  except as may be limited by applicable  bankruptcy  and similar
laws and general principles of equity.


                                   ARTICLE III
                                     CLOSING

     3.1 Closing.  At the closing of the transactions  contemplated  herein, the
Debtholders  shall deliver to MB (i) the Cash, in immediately  available  funds,
and (ii) all written evidences of the Debt, marked "canceled",  MB shall deliver
to the  Debtholders  certificates  representing  the  MedEWay  Shares,  properly
registered  and  issued  in the  names of the  Debtholders  as  directed  by the
Debtholders, and MedEWay shall deliver to MB the Warrant.


                                       2

<PAGE>



                                     ARTICLE  IV
                                 INDEMNIFICATION

     4.1  Indemnification by MB. MB will indemnify the Debtholders for any loss,
liability,  claims,  damages,  expenses,  including  reasonable  attorneys  fees
("Damages"),  suffered by the Debtholders as a result of any breach by MB of any
of its representations and warranties or covenants hereunder.

     4.2 Indemnification by Debtholders.  The Debtholders shall indemnify MB for
any Damages  suffered by MB as a result of any breach by the  Debtholders of any
of the Debtholders' representations and warranties or covenants hereunder.

     4.3  Indemnification   Procedures.   Any  party  claiming   indemnification
hereunder   shall  give  written  notice  thereof  to  the  party  against  whom
indemnification  is sought.  If such claim  involves a third party  claim,  such
notice  shall be given  timely  in order to allow  the  indemnifying  party  the
opportunity  to  participate  in the defense of such  claim,  to the extent such
party wishes; provided, however, that no failure of an indemnified party to give
such notice  timely  shall  relieve  the  indemnifying  party of any  obligation
hereunder except to the extent, if any, that such failure materially  prejudices
the ability of the indemnifying party to defend such third-party claim.


                                    ARTICLE V
                              MISCELLANEOUS MATTERS

     5.1  Notices.   All  notices,   requests,   demands,   payments  and  other
communications  under this Agreement shall be in writing and shall be duly given
if delivered  personally to the person to whom it is authorized to be given,  or
it is sent by mail or  overnight  courier  service  or  similar  service at such
person's  address set forth below,  or at such other  address as such person may
from time to time  specify by written  notice  pursuant to this  Section VI. Any
such  notice  shall  be  deemed  to be given  as of the  date so  delivered,  if
delivered  personally,  or upon confirmation of the telecopy,  or as of the date
the same was  deposited in the United  States mail, or delivered to an overnight
courier service, in each case with all applicable charges prepaid,  addressed as
set forth below.

                  If to MB:  2225 East Randol Mill Road
                             Suite 305
                             Arlington, Texas 76011
                             Attn: Scott Haire

     If to the Debtholders:  2225 East Randol Mill Road
                             Suite 305
                             Arlington, Texas 76011
                             Attn: Scott Haire



<PAGE>


     5.2 Binding Agreement. This Agreement shall be binding upon and shall inure
to the benefit of MB, its successors  and assigns,  and to the  Debtholders  and
their heirs, personal representatives, successors and assigns.

     5.3  Expenses.  The  Debtholders  shall  reimburse  MB for up to $20,000 of
expenses  for   professional   fees  incurred  by  MB  in  connection  with  the
transactions contemplated by this Agreement.

     5.4 Interim  Operations.  It is anticipated that MedEWay and MBSSI will use
facilities  and other  resources of MB during a transition  period.  MedEWay and
MBSSI  shall  reimburse  MB for the actual  costs of such  facilities  and other
resources used by them.

     5.5 Entire  Agreement.  This  Agreement  constitutes  the entire  agreement
between MB and the Debtholders  relating to the subject matter hereof; there are
no terms other than those  contained  herein and therein and this  Agreement may
not be modified or amended except in a writing signed by the parties hereto.

     5.6  Governing  Law. This  Agreement  shall be governed by and construed in
accordance  with the internal  substantive  laws of the State of Texas,  without
giving effect to principles of conflicts of law thereof.

     5.7  Counterparts.  This Agreement may be executed in  counterparts  and by
each party  hereto on  separate  counterparts,  each of which shall be deemed an
original, but which together shall constitute one and the same agreement.

     IN  WITNESS  WHEREOF,  the  parties  have  executed  this  Agreement  to be
effective as of the Effective Date set forth above.

                                         MB SOFTWARE CORPORATION, INC.


                                         By:      ______________________________
                                         Its:     ______________________________


                                         CONSOLIDATED NATIONAL CORP.


                                         By:      ______________________________
                                         Its:     ______________________________


                                                  ------------------------------
                                                  SCOTT A. HAIRE