-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WQi/Nwo87Vniva8oBhaJKkVqh4o62CxtJZvpdyZVGo8b5hTbUOGSYRsXG6LPksNw rpG2qgNRlFlMiAcm2IKpmQ== 0000930661-01-500412.txt : 20010507 0000930661-01-500412.hdr.sgml : 20010507 ACCESSION NUMBER: 0000930661-01-500412 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20010504 GROUP MEMBERS: IMAGINE INVESTMENTS INC GROUP MEMBERS: JAMES M. FAIL GROUP MEMBERS: JAMES M. FAIL LIVING TRUST GROUP MEMBERS: KATHRYN FAIL LUTTRULL GROUP MEMBERS: P.S.F. HOLDINGS LIMITED PARTNERSHIP GROUP MEMBERS: STONE CAPITAL, INC. GROUP MEMBERS: STONE HOLDINGS, INC. GROUP MEMBERS: STONE INVESTMENTS, INC. GROUP MEMBERS: THE MARITAL TRUST GROUP MEMBERS: WINN HOLDINGS, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MB SOFTWARE CORP CENTRAL INDEX KEY: 0000714256 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HEALTH SERVICES [8000] IRS NUMBER: 592219994 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-34698 FILM NUMBER: 1623312 BUSINESS ADDRESS: STREET 1: 2225 E RANDOL MILL RD STREET 2: STE 305 CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: 8177928872 MAIL ADDRESS: STREET 1: 2225 EAST RANDOL MILL RD STREET 2: SUITE 305 CITY: ARLINGTON STATE: TX ZIP: 76011 FORMER COMPANY: FORMER CONFORMED NAME: INAV TRAVEL CORPORATION DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: TWISTEE TREAT CORP DATE OF NAME CHANGE: 19910220 FORMER COMPANY: FORMER CONFORMED NAME: TWISTEE FREEZ CORP DATE OF NAME CHANGE: 19840917 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: IMAGINE INVESTMENTS INC CENTRAL INDEX KEY: 0001051043 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 8150 N CENTRAL EXPRESSWAY STE 1901 CITY: DALLAS STATE: TX ZIP: 75206 BUSINESS PHONE: 2143651900 MAIL ADDRESS: STREET 1: 8150 N CENTRAL EXPRESSWAY STE 1901 CITY: DALLAS STATE: TX ZIP: 75206 SC 13D 1 dsc13d.txt SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. ____)(1) MB Software Corporation, Inc. (Name of Issuer) Common Stock, par value $.001 per share (Title of Class of Securities) 55 2635 10 4 (CUSIP Number) Gary M. Goltz Imagine Investments, Inc. 8150 North Central Expressway, Suite 1901 Dallas, Texas 75206 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 1, 2000 (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f), or 13d-1(g), check the following box [_]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. (1)The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see, the Notes). CUSIP No. 55 2635 10 4 - -------------------------------------------------------------------------------- 1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) Imagine Investments, Inc. 75-270944 - -------------------------------------------------------------------------------- 2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3) SEC Use Only - -------------------------------------------------------------------------------- 4) Source of Funds (See Instructions) OO - -------------------------------------------------------------------------------- 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6) Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- Number of (7) Sole Voting Power -- Shares --------------------------------------------- Beneficially (8) Shared Voting Power 29,439,416 Owned by Each --------------------------------------------- Reporting Person (9) Sole Dispositive Power -- With --------------------------------------------- (10) Shared Dispositive Power 29,439,416 - -------------------------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 29,439,416 - -------------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [_] - -------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11) 30% - -------------------------------------------------------------------------------- 14) Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- CUSIP No. 55 2635 10 4 - -------------------------------------------------------------------------------- 1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) Stone Investments, Inc. 86-0740106 - -------------------------------------------------------------------------------- 2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3) SEC Use Only - -------------------------------------------------------------------------------- 4) Source of Funds (See Instructions) OO - -------------------------------------------------------------------------------- 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6) Citizenship or Place of Organization Delaware - ----------------------------------------------------------- Number of (7) Sole Voting Power -- Shares ------------------------------------------- Beneficially (8) Shared Voting Power 29,439,416 Owned by Each ------------------------------------------- Reporting Person (9) Sole Dispositive Power -- With ------------------------------------------- (10) Shared Dispositive Power 29,439,416 - -------------------------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 29,439,416 - -------------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [_] - -------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11) 30% - -------------------------------------------------------------------------------- 14) Type of Reporting Person (See Instructions) HC, CO - -------------------------------------------------------------------------------- CUSIP No. 55 2635 10 4 - -------------------------------------------------------------------------------- 1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) Stone Capital, Inc. 75-2262907 - -------------------------------------------------------------------------------- 2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3) SEC Use Only - -------------------------------------------------------------------------------- 4) Source of Funds (See Instructions) OO - -------------------------------------------------------------------------------- 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6) Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- Number of (7) Sole Voting Power -- Shares ---------------------------------------------- Beneficially (8) Shared Voting Power 29,439,416 Owned by Each ---------------------------------------------- Reporting Person (9) Sole Dispositive Power -- With ---------------------------------------------- (10) Shared Dispositive Power 29,439,416 - -------------------------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 29,439,416 - -------------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [_] - -------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11) 30% - -------------------------------------------------------------------------------- 14) Type of Reporting Person (See Instructions) HC, CO - -------------------------------------------------------------------------------- CUSIP No. 55 2635 10 4 - -------------------------------------------------------------------------------- 1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) Stone Holdings, Inc. 75-2681508 - -------------------------------------------------------------------------------- 2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3) SEC Use Only - -------------------------------------------------------------------------------- 4) Source of Funds (See Instructions) OO - -------------------------------------------------------------------------------- 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6) Citizenship or Place of Organization Delaware - ------------------------------------------------------------------------------- Number of (7) Sole Voting Power -- Shares ------------------------------------------- Beneficially (8) Shared Voting Power 29,439,416 Owned by Each ------------------------------------------- Reporting Person (9) Sole Dispositive Power -- With ------------------------------------------- (10) Shared Dispositive Power 29,439,416 - -------------------------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 29,439,416 - -------------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [_] - -------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11) 30% - -------------------------------------------------------------------------------- 14) Type of Reporting Person (See Instructions) HC, CO - -------------------------------------------------------------------------------- CUSIP No. 55 2635 10 4 - -------------------------------------------------------------------------------- 1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) P.S.F. Holdings Limited Partnership - -------------------------------------------------------------------------------- 2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3) SEC Use Only - -------------------------------------------------------------------------------- 4) Source of Funds (See Instructions) OO - -------------------------------------------------------------------------------- 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6) Citizenship or Place of Organization Texas - -------------------------------------------------------------------------------- Number of (7) Sole Voting Power -- Shares --------------------------------------------- Beneficially (8) Shared Voting Power 29,439,416 Owned by Each --------------------------------------------- Reporting Person (9) Sole Dispositive Power -- With --------------------------------------------- (10) Shared Dispositive Power 29,439,416 - -------------------------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 29,439,416 - -------------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [_] - -------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11) 30% - -------------------------------------------------------------------------------- 14) Type of Reporting Person (See Instructions) HC, PN - -------------------------------------------------------------------------------- CUSIP No. 55 2635 10 4 - -------------------------------------------------------------------------------- 1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) The Marital Trust established pursuant to the provisions of Section 3 of Article B of the agreement establishing the James M. Fail Living Trust. - -------------------------------------------------------------------------------- 2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3) SEC Use Only - -------------------------------------------------------------------------------- 4) Source of Funds (See Instructions) OO - -------------------------------------------------------------------------------- 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6) Citizenship or Place of Organization Alaska - ------------------------------------------------------------------------------- Number of (7) Sole Voting Power -- Shares ------------------------------------------- Beneficially (8) Shared Voting Power 29,439,416 Owned by Each ------------------------------------------- Reporting Person (9) Sole Dispositive Power -- With ------------------------------------------- (10) Shared Dispositive Power 29,439,416 - -------------------------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 29,439,416 - -------------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [_] - -------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11) 30% - -------------------------------------------------------------------------------- 14) Type of Reporting Person (See Instructions) OO - -------------------------------------------------------------------------------- CUSIP No. 55 2635 10 4 - -------------------------------------------------------------------------------- 1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) James M. Fail Living Trust - -------------------------------------------------------------------------------- 2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3) SEC Use Only - -------------------------------------------------------------------------------- 4) Source of Funds (See Instructions) OO - -------------------------------------------------------------------------------- 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6) Citizenship or Place of Organization Alaska - ------------------------------------------------------------------------------- Number of (7) Sole Voting Power -- Shares ------------------------------------------- Beneficially (8) Shared Voting Power 29,439,416 Owned by Each ------------------------------------------- Reporting Person (9) Sole Dispositive Power -- With ------------------------------------------- (10) Shared Dispositive Power 29,439,416 - -------------------------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 29,439,416 - -------------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [_] - -------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11) 30% - -------------------------------------------------------------------------------- 14) Type of Reporting Person (See Instructions) OO - -------------------------------------------------------------------------------- CUSIP No. 55 2635 10 4 - -------------------------------------------------------------------------------- 1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) James M. Fail - -------------------------------------------------------------------------------- 2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3) SEC Use Only - -------------------------------------------------------------------------------- 4) Source of Funds (See Instructions) OO - -------------------------------------------------------------------------------- 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6) Citizenship or Place of Organization United States - ------------------------------------------------------------------------------- Number of (7) Sole Voting Power -- Shares ------------------------------------------- Beneficially (8) Shared Voting Power 29,439,416 Owned by Each ------------------------------------------- Reporting Person (9) Sole Dispositive Power -- With ------------------------------------------- (10) Shared Dispositive Power 29,439,416 - -------------------------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 29,439,416 - -------------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [_] - -------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11) 30% - -------------------------------------------------------------------------------- 14) Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- CUSIP No. 55 2635 10 4 - -------------------------------------------------------------------------------- 1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) Winn Holdings, LLC 75-2891040 - -------------------------------------------------------------------------------- 2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3) SEC Use Only - -------------------------------------------------------------------------------- 4) Source of Funds (See Instructions) OO - -------------------------------------------------------------------------------- 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6) Citizenship or Place of Organization Texas - ------------------------------------------------------------------------------- Number of (7) Sole Voting Power -- Shares ------------------------------------------- Beneficially (8) Shared Voting Power 29,439,416 Owned by Each ------------------------------------------- Reporting Person (9) Sole Dispositive Power -- With ------------------------------------------- (10) Shared Dispositive Power 29,439,416 - -------------------------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 29,439,416 - -------------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [_] - -------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11) 30% - -------------------------------------------------------------------------------- 14) Type of Reporting Person (See Instructions) HC, OO - -------------------------------------------------------------------------------- CUSIP No. 55 2635 10 4 - -------------------------------------------------------------------------------- 1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) Kathryn Fail Luttrull - -------------------------------------------------------------------------------- 2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3) SEC Use Only - -------------------------------------------------------------------------------- 4) Source of Funds (See Instructions) OO - -------------------------------------------------------------------------------- 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6) Citizenship or Place of Organization United States - ------------------------------------------------------------------------------- Number of (7) Sole Voting Power -- Shares ------------------------------------------- Beneficially (8) Shared Voting Power 29,439,416 Owned by Each ------------------------------------------- Reporting Person (9) Sole Dispositive Power -- With ------------------------------------------- (10) Shared Dispositive Power 29,439,416 - -------------------------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 29,439,416 - -------------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [_] - -------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11) 30% - -------------------------------------------------------------------------------- 14) Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- SCHEDULE 13D Item 1. Security and Issuer. This statement relates to 29,439,416 shares of the common stock, par value $.001 per share (the "Common Shares"), of MB Software Corporation, a Colorado corporation (the "Corporation"), which has its principal executive offices located at 2225 E. Randol Mill Road, Suite 305, Arlington, Texas, 76011. Item 2. Identity and Background. (a) This statement is filed by (i) Imagine Investments, Inc., a Delaware corporation ("Imagine Investments"), (ii) Stone Investments, Inc., a Delaware corporation ("Stone Investments"), (iii) Stone Capital, Inc., a Delaware corporation ("Stone Capital"), (iv) Stone Holdings, Inc., a Delaware corporation ("Stone Holdings"), (v) P.S.F. Holdings Limited Partnership, a Texas limited partnership ("P.S.F."), (vi) the Marital Trust established pursuant to the provisions of Section 3 of Article B of the agreement establishing the James M. Fail Living Trust (the "Marital Trust"), (vii) James M. Fail Living Trust (the "Living Trust"), (viii) James M. Fail, (ix) Winn Holdings, LLC, a Texas limited liability company ("Winn Holdings"), and (x) Kathryn Fail Luttrull (collectively, the "Reporting Persons"). Imagine Investments is a wholly-owned subsidiary of Stone Investments. Stone Investments is a wholly-owned subsidiary of Stone Capital. Stone Capital is a wholly-owned subsidiary of Stone Holdings. Each of the Marital Trust, Living Trust and P.S.F. owns approximately 50%, 20% and 30%, respectively, of the common stock of Stone Holdings. Additionally, the Marital Trust and the Living Trust own, in the aggregate, approximately 22.6% of the preferred stock of Stone Holdings. Mr. Fail is a trustee of each of the Marital Trust and the Living Trust and has sole voting and dispositive power with respect to each of such trusts. Winn Holdings has a 1% general partnership interest in and is the general partner of P.S.F. Kathryn Fail Luttrull is the sole member and manager of Winn Holdings. (b) The business address of each of the Reporting Persons is c/o Stone Investments, Inc., 8150 North Central Expressway, Suite 1901, Dallas, Texas 75206. (c) The principal business of Imagine Investments, Stone Investments, Stone Capital, Stone Holdings, P.S.F, and Winn Holdings is investments, including investing in securities of other entities. The principal business of each of the Marital Trust and Living Trust is to implement and effectuate the investment activities of Mr. Fail and his family, including investing in securities of other entities. The present principal occupation of James M. Fail is Chairman of the Board and Chief Executive Officer of Stone Holdings and serving in other principal positions in certain other of the Reporting Persons as more fully described on Schedule 1 attached hereto and incorporated herein by reference. The present principal occupation of Kathryn Fail Luttrull is manager and sole member of Winn Holdings and serving in other principal positions in certain other of the Reporting Persons as more fully described on Schedule 1 attached hereto and incorporated herein by reference. (d) During the last five years, none of the Reporting Persons or the Covered Persons (as hereinafter defined) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, none of the Reporting Persons or the Covered Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. (f) The place of organization for each of Imagine Investments, Stone Investments, Stone Capital, and Stone Holdings is Delaware. The place of organization of each of P.S.F. and Winn Holdings is Texas. The place of organization of each of the Marital Trust and the Living Trust is Alaska. The place of citizenship of James M. Fail and Kathryn Fail Luttrull is the United States of America. Unless otherwise indicated on Schedule I annexed hereto and incorporated herein by reference, the place of citizenship of each of the Covered Persons is the United States of America. For additional information required by Instruction C to Schedule 13D with respect to the general partners, controlling persons, executive officers and directors of the foregoing Reporting Persons, to the extent applicable (collectively, "Covered Persons"), please see Schedule I annexed hereto and incorporated herein by reference. Item 3. Source and Amount of Funds or Other Consideration. Pursuant to the provisions of that certain promissory note executed by the Corporation in favor of Imagine Investments dated April 1, 1998 (the "Note"), the Corporation issued, on November 12, 1998, 200,000 shares of its Series A Senior Cumulative Convertible Participating Preferred Stock (the "Series A Preferred Stock") in exchange for Imagine Investments transferring all of its membership interests (the "Membership Interests") in Healthcare Innovations, LLC, an Arkansas limited liability company, to MB Holding Corporation, a wholly-owned subsidiary of the Corporation. Additionally, the Corporation concurrently issued 140,000 shares of its Series A Preferred Stock to Imagine Investments as payment of principal of the Note. The working capital of Imagine Investments and its parent, Stone Investments, was used in making the initial purchase of the Membership Interests. Item 4. Purpose of Transaction. The Reporting Persons currently hold the Series A Preferred Stock convertible into the Common Shares reported on hereunder for investment purposes. None of the Reporting Persons or the Covered Persons currently has any plans or proposals that relate or would result in any of the actions set forth in parts (a) through (j) of Item 4. Item 5. Interest in Securities of the Issuer. (a) Imagine Investments is the record owner of 340,000 shares of the Series A Preferred Stock of the Corporation, which shares are convertible into 30% of the Common Stock of the Corporation issued and outstanding at the time of the conversion (approximately 29,439,416 shares of Common Stock as of the date of event requiring the filing of this Schedule 13D), subject to certain adjustments, upon the occurrence of a "Triggering Event" as described in the Certificate of Designations designating the Series A Preferred Stock as filed with the Colorado Secretary of State. A Triggering Event as described in such document is, among other things, any one of the following: (i) the sale of all of substantially all of the assets of the Corporation, (ii) a change in control of the Corporation, (iii) the voluntary of involuntary dissolution of the Corporation, or (iv) October 1, 2000. As a result of the relationships described above, each of the Reporting Persons may be deemed to be the beneficial owner of all of the shares of Series A Preferred Stock convertible into the Common Shares owned of record by Imagine Investments. (b) As a result of the relationships described above, each of the Reporting Persons shares or may be deemed to share the power to vote and dispose of all of the shares of Series A Preferred Stock convertible into the Common Shares held of record by Imagine Investments. (c) None (d) None (e) Not applicable Item 6. Contracts, Arrangements, Understanding or Relationships With Respect to Securities of the Issuer. Pursuant to a Registration Rights Agreement dated November 12, 1998, with the Corporation, Imagine Investments has piggyback and demand registration rights in connection with its holdings. Pursuant to a Letter Agreement dated November 12, 1998, between Imagine Investments and Scott Haire, a holder of shares of Common Stock of the Corporation, Mr. Haire provided certain tag-along rights to Imagine Investments should he sell his stock in the Corporation. Item 7. Material to be Filed as Exhibits: 1. Letter Agreement dated November 12, 1998, between the Corporation and Imagine Investments. 2. Registration Rights Agreement dated November 12, 1998, between the Corporation and Imagine Investments. 3. Letter Agreement dated November 12, 1998, between Scott Haire and Imagine Investments. 4. Promissory Note dated April 1, 1998, executed by the Corporation in favor of Imagine Investments. 5. Renewal, Extension and Revision Agreement dated December 1, 2000, between Imagine Investments and the Corporation. SIGNATURE After reasonable inquiry, and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. IMAGINE INVESTMENTS, INC. a Delaware corporation /s/ Harry T. Carneal By:______________________________ Harry T. Carneal Name:____________________________ Executive Vice President Title:_____________________________ STONE INVESTMENTS, INC. a Delaware corporation /s/ Harry T. Carneal By:______________________________ Harry T. Carneal Name:____________________________ Executive Vice President Title:_____________________________ STONE CAPITAL, INC. a Delaware corporation /s/ Harry T. Carneal By:______________________________ Harry T. Carneal Name:____________________________ Executive Vice President Title:_____________________________ STONE HOLDINGS, INC. a Delaware corporation /s/ Harry T. Carneal By:______________________________ Harry T. Carneal Name:____________________________ Executive Vice President Title:_____________________________ P.S.F. HOLDINGS LIMITED PARTNERSHIP a Texas limited partnership By: Winn Holdings, LLC a Texas limited liability company /s/ Kathryn Fail Luttrull By:______________________________ Kathryn Fail Luttrull Its: Sole Member THE MARITAL TRUST /s/ James M. Fail By:______________________________ James M. Fail Its: Trustee THE JAMES M. FAIL LIVING TRUST /s/ James M. Fail By:______________________________ James M. Fail Its: Trustee /s/ James M. Fail _________________________________ James M. Fail WINN HOLDINGS, LLC a Texas limited liability company /s/ Kathryn Fail Luttrull By:______________________________ Kathryn Fail Luttrull Its: Sole Member Kathryn Fail Luttrull _________________________________ Kathryn Fail Luttrull SCHEDULE I IMAGINE INVESTMENTS, INC. The following is a list of all executive officers and directors of Imagine Investments, Inc., the present principal occupation of each of which (unless otherwise indicated) is serving in the capacities hereinafter set forth and in other capacities set forth on this Schedule 1, as applicable. Unless otherwise indicated, each officer's and director's business address is c/o Stone Investments, Inc., 8150 North Central Expressway, Suite 1901, Dallas, Texas 75206. Unless otherwise indicated, the name, principal business and address of any corporation or other organization in which such present principal occupation or employment of the following persons is conducted is c/o Stone Investments, Inc., 8150 North Central Expressway, Suite 1901, Dallas, Texas 75206. Robert T. Shaw President and Director Harry T. Carneal Executive Vice President and Director R. Brad Oates(1) Director Gary M. Goltz Vice President and Secretary Charles Greiner(2) Vice President Patricia W. Gliessner Vice President and Assistant Secretary B. Kent Hill Vice President and Treasurer Gordon Lewaren Assistant Treasurer Dianne Richardson Assistant Secretary STONE INVESTMENTS, INC. The following is a list of all executive officers and directors of Stone Investments, Inc., the present principal occupation of each of which (unless otherwise indicated) is serving in the capacities hereinafter set forth and in other capacities set forth on this Schedule 1, as applicable. Unless otherwise indicated, each officer's and director's business address is c/o Stone Investments, Inc., 8150 North Central Expressway, Suite 1901, Dallas, Texas 75206. Unless otherwise indicated, the name, principal business and address of any corporation or other organization in which such present principal occupation or employment of the following persons is conducted is c/o Stone Investments, Inc., 8150 North Central Expressway, Suite 1901, Dallas, Texas 75206. James M. Fail Chairman of the Board, Chief Executive Officer and Director Harry T. Carneal President, Treasurer and Director R. Bryce Fowler Director Joseph M. Sumanck Director R. Brad Oates(1) Executive Vice President and Director Jay Bryan Vice President B. Kent Hill Vice President Patricia L. Robinson Vice President Kevin Robertson Vice President Michael Shannon Vice President Gary E. Clayton(3) Vice President Ross Mandel Vice President Kevin Fox (4) Vice President Gary M. Goltz Vice President, General Counsel and Secretary Gordon Lewaren Assistant Treasurer Mark S. Powell Assistant Secretary Kathryn Fail Luttrull Assistant Secretary
STONE CAPITAL, INC. The following is a list of all executive officers and directors of Stone Capital, the present principal occupation of each of which (unless otherwise indicated) is serving in the capacities hereinafter set forth and in other capacities set forth on this Schedule 1, as applicable. Unless otherwise indicated, each officer's and director's business address is c/o Stone Investments, Inc., 8150 North Central Expressway, Suite 1901, Dallas, Texas 75206. Unless otherwise indicated, the name, principal business and address of any corporation or other organization in which such present principal occupation or employment of the following persons is conducted is c/o Stone Investments, Inc., an investment company, 8150 North Central Expressway, Suite 1901, Dallas, Texas 75206. James M. Fail Chairman of the Board and Director Harry T. Carneal Chief Executive Officer, President, Treasurer, Secretary and Director Gary M. Goltz Vice President, General Counsel and Assistant Secretary Victoria L. Garrett(5) Assistant Vice President, Assistant Secretary and Assistant Treasurer Gordon Lewaren Assistant Treasurer Kathryn Fail Luttrull Director
STONE HOLDINGS, INC. The following is a list of all executive officers and directors of Stone Holdings, the present principal occupation of each of which (unless otherwise indicated) is serving in the capacities hereinafter set forth and in other capacities set forth on this Schedule 1, as applicable. Unless otherwise indicated, each officer's and director's business address is c/o Stone Investments, Inc., 8150 North Central Expressway, Suite 1901, Dallas, Texas 75206. Unless otherwise indicated, the name, principal business and address of any corporation or other organization in which such present principal occupation or employment of the following persons is conducted is c/o Stone Investments, Inc., an investment company, 8150 North Central Expressway, Suite 1901, Dallas, Texas 75206. James M. Fail Chairman of the Board, Chief Executive Officer and Director Harry T. Carneal President, Treasurer, Secretary and Director R. Brad Oates(1) Executive Vice President Jay Bryan Vice President Gary M. Goltz Executive Vice President, General Counsel and Assistant Secretary Kathryn Fail Luttrull Vice President Gordon Lewaren Assistant Treasurer Mark S. Powell Assistant Secretary Tom Dwyer Vice President of Strategy and Special Counsel
P.S.F. HOLDINGS LIMITED PARTNERSHIP The General Partner of P.S.F. Holdings Limited Partnership is Winn Holdings, LLC, a Texas limited liability company. For information pertaining to Winn Holdings, LLC, please see the cover pages and Items 2-6 contained in this Schedule 13D of which this Schedule 1 is a part. THE MARITAL TRUST James M. Fail is a trustee of the Marital Trust. For information pertaining to Mr. Fail, please see the cover pages and Items 2-6 contained in this Schedule 13D of which this Schedule 1 is a part. THE JAMES M. FAIL LIVING TRUST James M. Fail is a trustee of the James M. Fail Living Trust. For information pertaining to Mr. Fail, please see the cover pages and Items 2-6 contained in this Schedule 13D of which this Schedule 1 is a part. WINN HOLDINGS, LLC Kathryn Fail Luttrull is the sole member and manager of Winn Holdings, LLC. For information pertaining to Ms. Luttrull, please see the cover pages and Items 2-6 contained in this Schedule 13D of which this Schedule 1 is a part. (1) Mr. Oates' present principal occupation/employer is Senior Strategic Advisor of Lexis-Nexis Risk Solutions Group, the address of which is 9443 Springboro Pike, Miamisburg, Ohio 45342. (2) Mr. Greiner's present principal employer is Azair, Inc., the address of which is 4540 Glenn Curtiss Drive, Dallas, Texas 75248. (3) Gary Clayton's present principal occupation is Chief Executive Officer of Privacy Council, Inc., the address of which is 1300 Arapaho, Richardson, Texas 75081 (4) Kevin Fox's present principal occupation is Chief Operating Officer of Riskwise, LLC, the address of which is 1010 St. Germaine, Suite 300, St. Cloud, Minnesota 56301. (5) Ms. Garrett's present principal employer is Delaware Trust Capital Management Company, the address of which is 300 Delaware Avenue, 9th Floor, Wilmington, DE 19801. EX-1 2 dex1.txt LETTER AGREEMENT EXHIBIT 1 MB Software Corporation 2225 E. Randol Mill Road, Suite 305 Arlington, Texas 76011 November 12, 1998 Imagine Investments, Inc. 8150 N. Central Expressway, Suite 1901 Dallas, Texas 75206 Re: Healthcare Innovations, LLC, an Arkansas limited liability company ("HI") Ladies and Gentlemen: This letter will evidence our agreement, as contemplated by that certain promissory note executed by MB Software Corporation, a Colorado corporation ("MB"), as maker, in favor of Imagine Investments, Inc., a Delaware corporation ("Imagine") and dated as of April 1, 1998 (the "Note"), whereby MB will issue 200,000 shares of its Series A Senior Cumulative Convertible Participating Preferred Stock in the form agreed by Imagine (the "Series A Preferred Stock") in exchange for Imagine transferring all of its membership interests in HI, consisting of 49,000 Class A Units and 151,000 Class B Units (as such terms are defined in the Operating Agreement of HI dated as of August 1, 1997 (the "Operating Agreement")) to MB Holding Corporation, a wholly owned subsidiary of MB ("Holding"). In addition, MB will concurrently issue 140,000 shares of Series A Preferred Stock to Imagine as payment of principal pursuant to paragraph 1(b) of the Note. The Series A Preferred Stock to be issued to Imagine shall be duly authorized, validly issued, fully paid, and nonassessable. The membership interests in HI shall be transferred to Holding free and clear of all liens and other encumbrances other than those set forth in the Operating Agreement or arising under securities laws. In addition, the parties agree that the maturity date of the Note shall be extended from October 1, 1998 until the earlier of (a) the date of MB's annual meeting of shareholders, as listed in its definitive information statement filed with respect to the meeting with the Securities and Exchange Commission, or (b) November 30, 1998. Holding hereby consents to the transfer of the Class A Units and the Class B Units being conveyed herein and elects that it will become a Substitute Member (as such term is defined in the Operating Agreement) upon the transfer. Each of MB and Holding, on the one side, and Imagine, on the other, represents to the other that it is acquiring the securities to be conveyed to it hereunder solely for its own account, for investment purposes only, and such securities are not being acquired with a view to, or for resale in Imagine Investments, Inc. November 12, 1998 Page 2 connections with, any distribution, subdivision or fractionalization thereof, and that such person has no present plans to enter into any contract, undertaking, agreement or arrangement with respect to any such resale. Each of MB, Holdings and HI hereby release Imagine from any and all obligations that it may have as a result of being a member of HI, and each of MB, Holdings and HI hereby agree to indemnify Imagine for any liability that Imagine may have to third parties (other than liability for income taxes on Imagine's share of HI's income) resulting from Imagine's status as a member of HI. By execution of this letter, the undersigned parties hereby signify their agreement with the terms set forth above. MB SOFTWARE CORPORATION By: /s/ SCOTT A. HAIRE ----------------------------- Its: President ---------------------------- MB HOLDING CORPORATION By: /s/ SCOTT A. HAIRE ----------------------------- Its: President ---------------------------- HEALTHCARE INNOVATIONS, LLC By: /s/ SCOTT A. HAIRE ----------------------------- Its: President ---------------------------- Imagine Investments, Inc. November 12, 1998 Page 3 Agreed and accepted effective as of the 12th day of November, 1998 IMAGINE INVESTMENTS, INC. By: /s/ HARRY T. CARNEAL --------------------------------- Its: Authorized Agent -------------------------------- EX-2 3 dex2.txt REGISTRATION RIGHTS AGREEMENT EXHIBIT 2 REGISTRATION RIGHTS AGREEMENT November 12, 1998 Imagine Investments, Inc. P.O. Box 729081-229 Dallas, Texas 75372 Re: MB Software Corporation Ladies and Gentlemen: The undersigned, MB Software Corporation, a Colorado corporation (the "Company"), hereby grants to Imagine Investments, Inc., a Delaware corporation (the "Investor"), registration rights with respect to securities of the Company (or any successor) that the Investor may acquire upon conversion of Series A Senior Cumulative Convertible Participating Preferred Stock owned by the Investor and any other securities of the Company (or any successor) into which such acquired securities may be converted or for which they may be exchanged or that may be issued in respect thereof (the "Investor Shares"). This will confirm the agreement among the Company and the Investor as follows: 1. Registration. ------------ 1.1 Piggyback Rights. ---------------- (a) If the Company proposes to register or qualify any of its securities under the Securities Act of 1933, as amended (the "Securities Act") or any other applicable federal or state law or regulation of governmental authority (other than with respect to offerings to employees or in connection with a reorganization or acquisition), it will at such time give written notice to the Investor of the Company's intention to do so and, upon the written request of the Investor given within 20 days after receipt of any such notice (which request shall specify the number and type of Investor Shares intended to be sold or disposed of and describe the nature of any proposed sale or other disposition thereof), the Company will use its best efforts to cause such Investor Shares so specified to be simultaneously registered or qualified under such laws or regulations, to the extent requisite to permit the sale or other disposition thereof (in accordance with the method described by the Investor provided such method is in accordance with law). Following the filing of a registration statement under this Section 1.1, the Company may withdraw such registration statement at any time prior to the effective date thereof if the Company deems such withdrawal in the best interests of the Company. The Company will keep effective and maintain any registration or qualification specified in this subsection (a) for such period (not exceeding nine months) as may be reasonably necessary to effect such sale or other disposition by the Investor. (b) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Investor as a part of the written notice given pursuant to this Section 1.1. In such event, the right of the Investor to register its Investor Shares pursuant to this Section 1.1 shall be conditioned upon Investor's participation in such underwriting and the inclusion of such Investor Shares in the underwriting to the extent provided herein. The Investor shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting by the Company. Notwithstanding any other provision of this Section 1.1, if the underwriter determines that marketing factors require a limitation on the number of Investor Shares and any other shares to be sold by others holding similar registration rights to be underwritten, the underwriter may (subject to the allocation priority set forth below) limit the number of Investor Shares and any other shares to be sold by others holding similar registration rights to be included in the registration and underwriting. The Company shall so advise the Investor and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner. The securities of the Company held by officers and directors of the Company shall be excluded from such registration and underwriting to the extent required by such limitation, and, if a limitation on the number of Investor Shares is still required, the number of Investor Shares that may be included in the registration and underwriting shall be reduced in proportion, as nearly as practicable, to the respective amounts of Investor Shares and other shares of common stock that others holding similar registration rights had requested to be included in such registration at the time of filing the registration statement. If the Investor disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and the underwriter. Any Investor Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. 1.2 Demand Rights. ------------- (a) Upon a written request from the Investor the Company will, as soon as practicable, use its best efforts to effect all required registrations or qualifications of its common stock under the Securities Act or any other applicable federal or state law or regulation of governmental authority as may be required in order to permit the Investor to sell or otherwise dispose of all or any part of its Investor Shares in the manner and in the jurisdictions described in such request or requests. The Company shall be required to effect one demand registration pursuant to this Section 1.2. (b) The Company will keep effective and maintain such registration or other qualification for such period (not exceeding nine months) as may be reasonably necessary to effect such sale or other disposition. (c) If the Investor intends to distribute the Investor Shares covered by its request by means of an underwriting, it shall so advise the Company as a part of its request made pursuant to this Section 1.2. (d) If officers or directors of the Company holding other securities of the Company or any third party holding registration rights with respect to the Company's common stock shall request inclusion of such securities in any registration pursuant to this Section 1.2, the Investor shall offer to include the securities of such officers and directors in the underwriting and may condition such offer on their acceptance of the further applicable provisions of this Section 1.2. The Company shall (together with the Investor, and officers, directors and stockholders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the Investor and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 1.2, if the representative advises the Investor in writing that marketing factors require a limitation on the number of shares to be underwritten, the securities of the Company held by officers or directors and other stockholders of the Company shall be excluded from such registration to the extent so required by such limitation. No shares of common stock or any other securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. If any officer, director or shareholder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the underwriter and the Investor. The securities so withdrawn shall also be withdrawn from registration. If the underwriter has not limited the number of shares of common stock or other securities to be underwritten, the Company may include its securities for its own account in such registration if the underwriter so agrees and if the number of shares of common stock and other securities that would otherwise have been included in such registration and underwriting will not thereby be limited. 1.3 Expenses. All "Registration Expenses" (as hereafter defined) -------- incurred in connection with any registration, qualification or compliance pursuant to Section 1.1 and in connection with each registration pursuant to Section 1.2 shall be borne by the Company, and all "Selling Expenses" (as hereafter defined) shall be borne by the Investor. For purposes of this Section 1.3, "Registration Expenses" shall mean all expenses incurred by the Company in compliance with Sections 1.1 and 1.2 hereof, including, without limitation, all registration and filing fees required by the SEC, state securities agencies, NASD, stock exchanges and others, printing expenses, fees and disbursements of counsel to the Company, blue sky fees and expenses, reasonable fees and disbursements of one counsel for the Investor and the expense of any special audits incident to or required by any such registration and fees and expenses of the underwriter customarily required to be paid by issuers of securities. "Selling Expenses" shall mean all underwriting discounts and selling commissions applicable to the sale of the securities of the Investor and all fees and disbursements of counsel for the Investor, except fees and disbursements of counsel included under "Registration Expenses." 1.4 Special Circumstances. In the event registration or --------------------- qualification of any shares of common stock is requested pursuant to Section 1.2 hereof and (i) the Company is engaged in good faith negotiations and/or has entered into an agreement with respect to an acquisition of a material nature by or of the Company, and (ii) in the reasonable judgment of both the Company and its counsel, such registration or qualification of any shares of Investor Shares would be inappropriate at such time, then the Company may delay registration or qualification of any Investor Shares pursuant to Section 1.2 under the earliest of the following: (xx) the termination of good faith negotiations with respect to any acquisition of a material nature by or of the Company, (yy) the consummation or abandonment of any agreement with respect to an acquisition of a material nature by or of the Company; or (zz) nine months from the date that registration or qualification of any Investor Shares is requested pursuant to Section 1.2; provided, however, that the obligation to register or qualify any Investor Shares pursuant to Section 1.2 shall be an obligation of any person or entity that merges or consolidates with or acquires the Company or otherwise becomes a successor to the Company. In the event the request pursuant to Section 1.2 has been made and the Company fails, for any reason whatsoever (except for delays caused by the Investor or the underwriters and except as otherwise provided in this Section 1.4), to make the initial filings necessary to effect registration or qualification of the Investor Shares under the Securities Act or any other applicable federal or state law within 90 days of the date that the request has been made, then the Company shall be deemed to be in breach of Section 1.2. 1.5 Prospectus and other Copies. Whenever the Company is required --------------------------- by the provisions of Section 1.1 or 1.2 to use its best efforts to effect a registration or qualification of any Investor Shares, the Company will furnish to each holder whose Investor Shares are the subject of such registration or qualification such number of copies of any prospectus (including any preliminary or summary prospectus) or other like document as such holder may reasonably request in order to effect the sale of the securities to be sold by such holder. The Company will also deliver to the Investor and its underwriter, if any, at least one signed copy of each registration statement filed pursuant to Section 1.1 or 1.2 in which any Investor Shares are included and of each amendment and post-effective amendment thereto. 1.6 Opinion of Counsel. At the time any registration statement ------------------ filed in accordance with the provisions of Section 1.1 or 1.2 above becomes effective, and at the effective date of any post-effective amendment thereto, the Company will, at its own expense, furnish to the Investor an opinion of the Company's counsel to the effect that: (a) The registration statement and the prospectus contained therein, and each amendment or supplement thereto, as of their respective effective of issue dates, comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder; and (b) To the knowledge of such counsel (after due inquiry), neither the registration statement nor the prospectus contained therein, or any amendment or supplement thereto, as of their respective effective or issue dates, contains any untrue statement of any material fact or omits to state any material fact necessary to make the statements therein not misleading (except that no opinion need be expressed with respect to any financial statements, notes thereto or other financial data or other expert material contained therein). If for any reason the Company's counsel is unable to give such opinion, the Company shall so notify the Investor and shall use its best efforts to remove expeditiously all impediments to the rendering of such opinion. 1.7 Notifications. The Company shall promptly notify the Investor ------------- of the occurrence of any event as a result of which any prospectus included in such registration statement includes any misstatement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing. Thereupon, the Company shall promptly prepare and file with the Securities and Exchange Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith so as to correct such misstatement of a material fact or to include such omitted fact so as to keep such registration statement effective. 1.8. Information to be Furnished. The Company's obligations under --------------------------- Sections 1.1 and 1.2 with respect to the Investor are expressly conditioned upon the Investor furnishing to the Company in writing such information concerning the Investor and the terms of the Investor's proposed offering as the Company shall reasonably request for inclusion in the registration statement. The Company agrees to include in any registration or qualification effected under Section 1.1 or 1.2 such information relating to the sale of Investor Shares covered by such registration or qualification as the Investor and/or its underwriter, if any, request be included therein. In addition, in connection with any such registration statement, the Company and the Investor agree, if requested by the other or by the representative of the underwriters, to enter into an agreement or agreements containing such terms and conditions as are customary in the securities industry for such agreements among underwriters, companies of comparable size, and selling shareholders with respect to offerings of a comparable size and nature. 1.9 Listing. Upon the request of the Investor, the Company will ------- cause all Investor Shares that are registered or qualified pursuant to Section 1.1 or 1.2 to be listed on each securities exchange on which securities of the same class are then listed. 1.10 Cooperation. The Company agrees to cooperate with the Investor ----------- and its underwriter, if any, in their efforts to register, qualify, and sell Investor Shares as contemplated by this Agreement. The Company shall take such further actions and execute such further agreements as may be reasonably requested by the Investor and/or its underwriter, if any, that are necessary or desirable to effect the purposes of this Agreement. 1.11 Representations and Covenants. The Company hereby represents ----------------------------- to the Investor that it has not granted any registration rights with respect to any of its securities to any person as of the date of this Agreement and hereby covenants that it will not grant any registration rights to any person that are more favorable than the rights granted herein. 2. 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, telegraph, overnight courier service, or transmission by telecopy 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 2. 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 the Company: MB Software Corporation 2226 E. Randol Mill Road, Suite 305 Arlington, TX 76011 If to Investor: at the address of the Investor set forth at the beginning of this Agreement, attention: Gary Goltz. with a copy to: Sally A. Schreiber Munsch Hardt Kopf Harr & Dinan, P.C. 1445 Ross Avenue 4000 Fountain Place Dallas, Texas 75202 3. Miscellaneous. ------------- 3.1 Binding; Inurement. This Agreement shall be binding upon and ------------------ shall inure to the benefit of the Company, its successors and assigns, and to the Investor and its successors and assigns. 3.2 Entire Agreement. This Agreement, along with the Investor ---------------- Shares, constitutes the entire agreement between the Company and the Investor 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. 3.3 Governing Law. This Agreement shall be governed by and ------------- construed in accordance with the laws of the State of Texas, without giving effect to principles of conflicts of law. 3.4 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. 3.5 Specific Performance. The Company hereby agrees and -------------------- acknowledges that the remedy at law for any breach by it of the provisions of this Agreement will be inadequate and that the Investor shall be entitled to equitable remedies, including specific performance and injunctive relief, therefor. 3.6 Attorneys' Fees. If any action is brought to enforce or --------------- interpret the terms of this Agreement (including through arbitration), the prevailing party shall be entitled to reasonable legal fees, costs, and necessary disbursements in addition to any other relief to which such party may be entitled. If the foregoing correctly sets forth your understanding of our agreement, please sign the enclosed copy of this letter in the place indicated and return it to us. Very truly yours, MB SOFTWARE CORPORATION By: /s/ SCOTT A. HAIRE ------------------------------ Its: President ------------------------------ CONFIRMED AND AGREED: IMAGINE INVESTMENTS, INC. By: /s/ Harry T. Carneal ------------------------------ Its: Authorized Agent ------------------------------ EX-3 4 dex3.txt LETTER AGREEMENT DATED 11/12/98 EXHIBIT 3 Scott A. Haire 2225 E. Randol Mill Road, Suite 305 Arlington, Texas 76011 November 12, 1998 Imagine Investments, Inc. P.O. Box 729081-229 Dallas, Texas 75372 Ladies and Gentlemen: As partial consideration for your agreeing to enter into certain transactions with MB Software Corporation, a Colorado corporation of which I am a shareholder, director and officer (the "Company"), I hereby agree with you that, for so long as you own either shares of Series A Preferred Stock (as defined below) or shares of the Company's Common Stock, par value $0.001 per share, in the event I propose to sell, in a single transaction or series of transactions, in excess of 100,000 shares of the Company's Common Stock (or any other securities of the Company (or another entity) into which the Common Stock is changed, reclassified, split, combined or converted or for which it is exchanged by amendment to the Company's Articles of Incorporation or by consolidation, merger or otherwise, and any securities paid as a dividend thereon, with appropriate adjustment to be made to such number and/or type of securities giving rise to the right set forth in this Agreement to give effect to each such change, reclassification, split, combination, conversion, exchange or dividend) owned by me, I will, not less than 30 days prior to the date of such sale, give you written notice of the material terms of the proposed sale. Thereafter, you will have the right to include any or all shares of the Company's capital stock owned by you, regardless of whether such shares are shares of Common Stock or shares of Series A Senior Cumulative Convertible Participating Preferred Stock (the "Series A Preferred Stock"), in the sale to the third party on the same terms as the proposed sale; provided, however, that the number of shares sold by you does not exceed your pro rata share (based on our relative share ownership) of the Common Stock being sold in such transaction. Such right must be exercised within ten days following receipt of written notice of the proposed sale. Notice will be given by hand delivery to the address set forth above, unless you specify another address for notice in writing. For purposes of this Agreement, each share of Series A Preferred Stock will be deemed to be the equivalent of the number of shares of Common Stock into which it is convertible. Imagine Investments, Inc. November 12, 1998 Page 2 This Agreement is binding upon me and my heirs and representatives and enforceable by you and your successors and assigns. Very truly yours, /s/ SCOTT A. HAIRE Scott A. Haire Agreed and Accepted as of the date set forth above Imagine Investments, Inc. By: /s/ HARRY T. CARNEAL ----------------------- Its: Authorized Agent ---------------------- EX-4 5 dex4.txt PROMISSORY NOTE EXHIBIT 4 PROMISSORY NOTE $1,400,000.00 April 1, 1998 FOR VALUE RECEIVED, the undersigned, MB SOFTWARE CORPORATION, a Colorado corporation, ("Maker"), promises to pay to IMAGINE INVESTMENTS, INC., a Delaware corporation ("Payee"), the principal sum of ONE MILLION FOUR HUNDRED THOUSAND AND NO/100 DOLLARS ($1,400,000.00), or if less, all such sums as may have been advanced and be outstanding hereunder, together with interest accrued thereon (calculated on the basis of a 365-day year) at a rate of 10% per annum from the date hereof until this Promissory Note (the "Note") is paid in full. Interest on this Note shall only accrue on and after the date of any advancement hereunder. 1. Payment. Unless otherwise provided herein the Maker shall on or before ------- October 1, 1998, shall repay this Note by: (a) paying cash equal to the principal and all accrued and outstanding interest on this Note; or, (b) if Maker has issued 200,000 shares of preferred stock as herein defined in connection with its acquisition of Payee's membership interest in Healthcare Innovations, LLC, and if no event of default exists, issuing 140,000 duly authorized, fully paid, and nonassessable shares of Preferred Stock plus paying cash equal to all accrued and outstanding interest due on the Note. Any payment shall be made to Payee at Imagine Investments, 8150 N. Central Expressway, Ste. 1901, Dallas, Texas 75206. All past due payments on this Note shall bear interest at the Maximum Rate, as hereafter defined. 2. Prepayment. Maker may at its sole option prepay all 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 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 of 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; (ii) Breach of any of the representations or covenants of Payee in the Loan Agreement or Stock Pledge Agreement; (iii) Failure of Maker to perform any 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 1 (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. Stock. The term "Preferred Stock" means Class A Senior Cumulative ----- Convertible Participating Preferred Stock, par value $10 per share, of Maker which Preferred Stock has the following terms: Priority: Senior to all other capital stock of Maker as to - -------- payment of dividends, redemption, and (except as described under the caption "Liquidation Preference") liquidation preference Dividends: Cumulative dividends at the rate of $1.00 per annum, - --------- payable quarterly. Voting Rights: Generally non-voting except as required by law, as - ------------- described under the captions "Consequences of Failure to Redeem" and "Certain Restrictions on Maker" Redemption Rights: Redeemable at option of holder at any time after April - ----------------- 1, 2000, if not converted into common stock by April 1, 2000. Redemption Price: $10 per share plus accrued and unpaid dividends. - ---------------- Consequences - ------------ of Failure to Redeem: Holders of Preferred Stock have right to elect majority - -------------------- of the board of directors of Maker Liquidation - ----------- Preference: The sum of (a) $10 per share plus accrued and unpaid - ---------- dividends plus (b) after $20 million has been paid to holders of common stock, an amount equal to the amount paid under clause (a) plus (c) 30% of all liquidation proceeds remaining after the foregoing payments Conversion: At the time a Triggering Event occurs, the 340,000 - ---------- shares of Preferred Stock will be convertible, at the option of the holder, into the Conversion Percentage of the common stock outstanding after such conversion (on a fully-diluted basis) 2 Triggering Events: The first to occur of (a) the sale of all or - ----------------- substantially all of the assets of Maker (the "Sale Triggering Event"), (b) a Change in Control of Maker (as defined below) (the "Change in Control Triggering Event"), (c) the voluntary or involuntary dissolution of Maker (the "Dissolution Triggering Event"), or (d) April 1, 2000 (the "Year 2000 Triggering Event") Conversion - ---------- Percentage: The "Conversion Percentage" will be (a) 30% in the - ---------- case of the Year 2000 Triggering Event and (b) 30%, as it may be adjusted pursuant to the following calculations, in the event of any other Triggering Event: First, determine the Future Maker Value (as defined below) at the time of the Triggering Event Second, subtract the Redemption Price, as defined above, at the date of the Triggering Event from $6 Million, which is the "Current Preferred Value" (the result being called the "Excess Preferred Value") Third, if the Excess Preferred Value is zero or less, the Conversion Percentage is 30% and no further calculations are necessary; if the Excess Preferred Value is positive, divide the Excess Preferred Value by the Future Maker Value (the result being called the "Conversion Adjustment") Fourth, subtract the Conversion Adjustment from 30% and the result is the Conversion Percentage The following hypothetical is included for illustrative purposes: Assumptions: Future Maker Value = $100 million Redemption Price at date of Triggering Event = $4 million Current Preferred Value = $6 million Excess Preferred Value = $2 million (Current Preferred Value - Redemption Price) Conversion Adjustment = 2% ($2 million/$100 million) Conversion Percentage = 28% (30% - 2%) Future Maker Value: "Future Maker Value" is, with respect to (a) a Sale - ------------------ Triggering Event, all amounts received or to be received by Maker as a result of such transaction (including the amount of obligations of Maker as a result of such transaction (including the amount of obligations of Maker assumed by the purchaser) plus, to the extent not transferred in such transaction,the fair value of all remaining assets of Maker plus all amounts to be received from the purchaser or its affiliates by officers, directors, and shareholders of Maker or their affiliates pursuant to agreements entered into in connection with or in anticipation of such sale, regardless of whether characterized as being for services, non-competition covenants, or otherwise, to the extent the consideration therefor exceeds the fair value thereof; (b) a Change in Control Triggering Event, the sum of (i) the product of the highest per share consideration received by a holder of Common Stock in such transaction multiplied by the number of shares (on a fully-diluted 3 basis) of Common Stock outstanding at the date of such Triggering Event plus (ii) all amounts to be received from the purchaser or its affiliates by officers, directors, and shareholders of Maker or their affiliates pursuant to agreements entered into in connection with or in anticipation of such sale, regardless of whether characterized as being for services, non-competition covenants, or otherwise, to the extent the consideration therefor exceeds the fair value thereof, and (c) a Dissolution Triggering Event, all amounts available for distribution to shareholders after paying all bona fide debts and obligations of Maker, including amounts payable to the holders of Preferred Stock Certain Restrictions - -------------------- on Maker: Maker does not have authority to (a) issue any capital - -------- stock that is pari passu with or senior to the Preferred Stock with respect to dividends, redemption, or (except as described under the caption "Liquidation Preference") liquidation preference, (b) fail to have reserved sufficient shares to permit full conversion of the Preferred Stock, (c) issue any capital stock that would cause there to be insufficient shares to permit full conversion of the Preferred Stock Change in Control: Each of the following events is a "Change in Control": - ----------------- (a) a merger or consolidation of Maker with any other entity as a result of which the holders of Common Stock do not own (on a fully-diluted basis) a majority of the outstanding capital stock or other equity interests of the surviving entity; (b) any event or series of events that causes any person or entity, together with its affiliates and associates, to be the beneficial owner of a majority of the outstanding securities of Maker that have the right to vote generally in the election of directors of Maker (for purposes of this definition, "voting securities") or that results in any person or entity that currently owns a majority of the outstanding voting securities of Maker increasing its ownership percentage by 5% or more; provided, however, that neither the issuance of Preferred Stock nor the issuance of common stock upon conversion of Preferred Stock shall be an issuance or transfer of voting securities or securities convertible into voting securities for purposes of this clause the issuance or transfer by Maker (in one transaction or a series of transactions) of; (c) any reclassification of securities of Maker or any recapitalization of Maker that, in either case, has the effect of increasing the percentage of the outstanding voting securities of Maker that is beneficially owned by any shareholder of Maker by 5% or more; or (d) any acquisition (pursuant to a tender offer or otherwise) of securities of Maker that results in any person or entity, together with its affiliates and associates, being the beneficial owner of a majority of the then outstanding voting securities of Maker or that results in any person or entity that currently owns a majority of the outstanding voting securities of Maker increasing the percentage of outstanding voting securities of Maker by 5% or more. The term "beneficial owner" means, with respect to any security, a person or entity who has an economic interest in such security, has the right to acquire such security (including by virtue of owning convertible securities, options, or warrants, whether such right is immediately exercisable or subject to certain conditions, 4 including the lapse of time), has the right to vote or direct the voting of such security, or has the right to dispose or direct the disposition of such security; the term "outstanding" includes securities that, pursuant to the foregoing definition, are deemed beneficially owned, regardless of whether actually issued and outstanding; and the terms "associate" and "affiliate" have the meaning given them in regulations promulgated by the Securities and Exchange Commission under the Securities Act of 1934, as amended Certain Notices: Maker will give holders of Preferred Stock advance - --------------- written notice of any Sale Triggering Event or Change in Control Triggering Event, any record date relating to any such Triggering Event, any or event that could give rise to either such Triggering Event in order to permit the holders to convert their shares of Preferred Stock prior to the occurrence of such Triggering Event if they so desire 6. 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 such hereon which may occur. 7. 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. 8. 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, Ste. 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. 9. 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. 10. 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. 5 11. 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. 12. Headings. The headings of the sections of this Note are inserted for -------- convenience only and shall not be deemed to constitute a part hereof. 13. Maximum Rate. The term "Maximum Rate" as used herein means the higher ------------ of the maximum interest rate allowed by applicable United States, Texas law or any applicable law, as amended from time to time, in effect on the date for which a determination of interest accrued hereunder is made. The determination of the maximum rate permitted by applicable Texas law shall be made pursuant to the indicated rate ceiling as defined in Tex. Rev. Civ. Stat. Ann. art. 5069-1.04 or any successor statute. 14. Limitation on Agreements. All agreements between the Maker and the ------------------------ Payee, whether now existing or hereafter arising and whether written or oral, are hereby expressly limited so that in no contingency or event, whether by reason of acceleration of the maturity of this Note or otherwise, shall the amount paid, or agreed to be paid to the Payee for the use, forbearance, or detention of the money to be loaned under this Note or otherwise or for the payment or performance of any covenant or obligation contained herein or any other document evidencing, securing or pertaining to this loan, exceed the Maximum Rate. If from any circumstances whatsoever fulfillment of any provision hereof or any of such other agreements shall cause the amount paid to exceed the Maximum Rate, then ipso facto, the amount to be paid to the Payee shall be ---------- reduced to the Maximum Rate, and if from any such circumstances the Payee shall ever receive interest or anything which might be deemed interest under applicable law which exceeds the Maximum Rate, such amount which would be excessive interest shall be applied to the reduction of the principal of this Note and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of the principal of this Note such excess shall be refunded to the Maker. All sums paid or agreed to be paid to the Payee for the use, forbearance or detention of the indebtedness of the Maker to the Payee shall, to the extent permitted by applicable law, (i) be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the actual rate of interest on account of such indebtedness does not exceed the Maximum Rate throughout the term thereof, (ii) be characterized as a fee, expense or other charge other than interest, and/or (iii) exclude any voluntary prepayments and the effects thereof. The terms and provisions of this paragraph shall control and supersede every other provision of all agreements between the Payee and the Maker. EXECUTED as of the day and year first above written. MB SOFTWARE CORPORATION By: /s/ SCOTT HAIRE ------------------------------ Scott Haire, President 6 EX-5 6 dex5.txt RENEWAL, EXTENSION & REVISION EXHIBIT 5 Renewal, Extension and Revision Agreement This Renewal, Extension and Revision Agreement ("Revision Agreement") is made and entered into effective the 1st day of December, 2000 by and among Imagine Investments, Inc., a Delaware corporation ("Lender"), MB Software Corporation, a Colorado corporation ("Borrower"). Whereas, Lender loaned Borrower $1,400,000.00 pursuant to the terms of that certain promissory note dated April 1, 1998, in the original principal amount of $1,400,000.00 bearing interest and being due and payable on or before October 1, 1998 (the "Note"). Whereas, pursuant to the terms of the Notes the Borrower had the option, and on November 12, 1998, did repay the outstanding principal on the Note by issuing Lender, 140,000 Class A Senior Cumulative Convertible Participating Preferred Stock, par value $10.00 per share, of Borrower, however, Borrower did not pay cash equal to all accrued and outstanding interest due on the Note as required by the terms of the Note. Whereas, Borrower has requested that the Note be renewed, extended and revised in accordance with the terms hereby. Now Therefore, Borrower and Lender hereby agree that the Note is renewed, extended and revised as follows: 1. Amendment --------- Maturity date amended to: On demand or if no prior demand then July 1, 2001. Repayment terms amended to: Borrower's next payment of accrued interest is due on April 1, 2001 and on July 1, 2001 at which time all outstanding principal, accrued interest, attorneys' fees and all other monies owed and remaining unpaid on the Note shall be due and payable in full. 2. Reaffirmation ------------- A. Note. Borrower ratifies, reaffirms and confirms the Note and all of ---- the terms and provisions of same to and for the benefit of Lender including Borrower's obligation and promise to pay principal, interest and all other obligations contracted for and due and owing or to be due and owing under the Note. Borrower acknowledges and consents to each and every one of the terms and provisions of the Note, as amended hereby and agrees that Borrower's rights and obligations under the Note are not released, impaired, diminished, reduced or adversely affected in any respects. Borrower agrees that the Note is in full force and effect and represents, warrants and acknowledges that there are no claims or offsets against, or defenses or counterclaims to, the obligations or any other obligations of Borrower created or evidenced by the Note. B. Amounts Due. Borrower and Lender agree that the following ----------- amounts are due and owing pursuant to the Note: 1. Accrued interest and late charges as of December 1, 2001, $69,693.15. 2. Attorneys' fees and expenses as of December 12, 2000, $400.00. C. Revision Only ------------- This revision agreement is a revision only, and not a novation. It is not the intent of either Borrower or Lender that this Revision Agreement operate as a novation or release of the original debt. Except as amended hereby, all terms, covenants and conditions of the Note, the Agreement, and of any deed of trust, security agreement, or other document of lien or encumbrance, together with any prior amendments thereto, shall remain in full force and effect. 3. Miscellaneous ------------- A. Notices. ------- All notices, requests, demands or other communications to or upon the respective parties hereto shall be in writing and shall be deemed to have been given or made when deposited in the mail, postage prepaid, certified mail, return receipt requested, and addressed to the respective parties as set forth below: Lender: Borrower: Stone Capital, Inc. MB Software Attn: Gary Goltz, Esq. Attn: Scott Haire 8150 North Central Expressway 2225 E. Randol Mill Road Suite 1901 Suite 305 Dallas, Texas 75206 Arlington, Texas 76011 B. Binding Agreement; Assigns; Parties Bound ----------------------------------------- This Revision Agreement has been duly executed and delivered by all parties and constitutes a legal, valid and binding obligation of the parties, their successors, and or assigns. C. Amendment --------- This Revision Agreement may not be amended except in a written instrument specifically referring to this Revision Agreement and signed by the Parties hereto. D. No Further Agreements --------------------- In accordance with Section 26.02(a)(2) of the Texas Business and Commerce Code, as amended, Borrower hereby acknowledges, with respect to the note this Revision Agreement and all other written agreements constituting the loan document (the "Loan Documents") that: 1. THE RIGHTS AND OBLIGATIONS OF BORROWER AND LENDER SHALL BE DETERMINED SOLELY FROM THE WRITTEN LOAN DOCUMENTS AND ANY PRIOR ORAL AGREEMENTS BETWEEN LENDER AND BORROWER ARE SUPERSEDED BY AND MERGED INTO THE LOAN DOCUMENTS. 2. THE LOAN DOCUMENTS MAY NOT BE VARIED BY ANY ORAL AGREEMENTS OR DISCUSSIONS THAT OCCUR BEFORE, CONTEMPORANEOUSLY WITH, OR SUBSEQUENT TO THE EXECUTION OF SUCH LOAN DOCUMENTS. 3. THE WRITTEN LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENTS BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. E. Applicable Law -------------- This Revision Agreement shall be governed by and construed in accordance with the laws of the State of Texas and IS PERFORMABLE IN DALLAS COUNTY, TEXAS AND venue of any legal action filed shall be in Dallas County, Texas. F. Counterparts ------------ This Revision Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. G. Authority --------- That each person executing this Revision Agreement on behalf of each party represents and warrants that they have full right and authority to enter into this Revision Agreement and each person signing on behalf of a corporation or company, is authorized to do so. If requested Borrower shall furnish to Lender upon execution of this Revision Agreement, a Certificate of authority certifying that the person signing on behalf of Borrower has authority to do so. The execution of this Revision Agreement constitutes a legal and binding obligation of the parties, their successors and permitted assigns. IN WITNESS WHEREOF, the undersigned have hereunto set their names by their respective representatives. Lender: Attest: Imagine Investments, Inc. A Delaware corporation By: /s/ GARY M. GOLTZ /s/ TAMMY ZAMORA --------------------------------- ---------------------------------- Its: Vice President Borrower: MB Software Corporation Attest: a Colorado corporation By: /s/ SCOTT A. HAIRE /s/ LUCY J. SINGLETON --------------------------------- ---------------------------------- Its: President Secretary STATE OF Texas ----------- COUNTY OF Tarrant ----------- This instrument was acknowledged before me on this 3rd day of January 2001, by Scott A. Haire, President of MB Software Corporation, a Colorado corporation on behalf of said corporation. /s/ LUCY J. SINGLETON ---------------------------------- Notary Public in and for the State of Texas Name printed: Lucy J. Singleton My Commission Expires: [NOTARY STAMP] STATE OF Texas ----------- COUNTY OF Dallas ----------- This instrument was acknowledged before me on this 10th day of January 2001, by Gary M. Goltz, Vice President of Imagine Investments, Inc., a Delaware corporation on behalf of said corporation. /s/ DIANE K. SADLER ---------------------------------- Notary Public in and for the State of Texas Name printed: Diane K. Sadler My Commission Expires: [NOTARY STAMP] -----END PRIVACY-ENHANCED MESSAGE-----