RESTRUCTURE AND SETTLEMENT AGREEMENT
This Restructure and Settlement Agreement (the "Agreement"), dated as of November 5, 2001 (the "Signing
Date"), is entered into by and among MB SOFTWARE CORPORATION, a Colorado corporation ("MBS"),
HEALTHCARE INNOVATIONS, LLC, a Arkansas limited liability company ("MBS Sub"), IMAGINE
INVESTMENTS, INC., a Delaware corporation ("Imagine"), and XHI2, INC., a Delaware corporation
("Imagine Sub").
RECITALS
WHEREAS, Imagine is the legal and beneficial owner and holder (as assignee of Stone Capital, Inc., a Delaware
corporation ("Stone"), pursuant to that certain assignment effective as of November 5, 2001 from Stone to
Imagine) of that certain Renewal Unsecured Promissory Note, dated July 15, 1998, issued by MBS Sub
originally payable to the order of Stone in the original principal amount of $300,000.00, and bearing interest and
requiring payment in accordance with the terms set forth therein, for which all principal and accrued but unpaid
interest is past due and payable as of the Signing Date (the "$300,000 Note"); and
WHEREAS, Imagine is the legal and beneficial owner and holder of that certain Promissory Note, dated August
1, 1997, issued by MBS payable to the order of Imagine in the original principal amount of $500,000.00, and
bearing interest and requiring payment in accordance with the terms set forth therein, for which all principal and
accrued but unpaid interest is past due and payable as of the Signing Date (the "$500,000 Note"); and
WHEREAS, Imagine is the legal record and beneficial owner and holder of an aggregate of 340,000 shares of
the issued and outstanding shares of the Series A Senior Cumulative Convertible Participating Preferred Stock,
par value $10.00 per share, of MBS, for which all accrued dividends are past due and payable as of the Signing
Date (the "MBS Preferred Shares"); and
WHEREAS, Imagine is the legal and beneficial owner and holder of that certain Promissory Note, dated April 1,
1998, issued by MBS payable to the order o