ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement (this "Agreement"), dated as of August 1, 2002, is by and among
MB Software Corporation, a Texas corporation ("Assignor"), eAppliance Payment Solutions, LLC, a Nevada
limited liability company ("Assignee") and each of the creditors/vendors of Assignor set forth on the signature
page hereto (the "Creditors").
W I T N E S S E T H:
WHEREAS, Assignor and Assignee have entered into that certain Securities Purchase Agreement, of even date
herewith (the "Purchase Agreement"), pursuant to which, among other things, Assignee has acquired the equity
interests in E Appliance Innovations, LLC, a Nevada limited liability company (the "Company"), owned by
Assignor (the "Acquisition"); and
WHEREAS, as part of the Acquisition, Assignee agreed to assume certain liabilities of Assignor, as further
NOW, THEREFORE, for value received, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1. Assignor does hereby convey, transfer and assign to Assignee, and Assignee does hereby assume, all amounts
owed to the Creditors as of the date hereof, which amounts are set forth under such Creditors' names on the
signature page hereof (the "Assumed Liability").
2. The assignment, transfer, acceptance, covenants and assumptions contained above shall bind and inure to the
benefit of Assignor and Assignee and their respective successors and assigns.
3. This Agreement may not be changed, modified, discharged or terminated orally or in any other manner than by
an agreement in writing signed by the parties hereto or their respective successors and assigns.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.
MB SOFTWARE CORPORATION
eAPPLIANCE PAYMENT SOLUTIONS, LLC
Each of the undersigneds hereby agrees to the foregoing assignment, and looks solely to Assignee for payment of
such undersigned's Assumed Liabili