EMPLOYMENT AGREEMENT


     This  Employment  Agreement  (the  "Agreement")  is made and  entered  into
effective as of the 1st day of August,  1997,  by and between Sandy Home Health,
Inc., a Utah corporation ("Employer"), and John E. Anderson ("Employee").

                              W I T N E S S E T H:

     WHEREAS,  Employer  desires to employ  Employee  as  provided  herein,  and
Employee desires to accept such employment; and

     WHEREAS,  Employee  shall,  as an  employee  of  Employer,  have  access to
confidential information with respect to Employer and its affiliates;

     NOW  THEREFORE,  for  and in  consideration  of the  mutual  covenants  and
agreements contained herein, and for other good and valuable consideration,  the
receipt and  sufficiency  of which is hereby  acknowledged,  the parties  hereto
agree as follows:

     1. Employment. Employer hereby employs Employee and Employee hereby accepts
employment with Employer upon the terms and conditions hereinafter set forth.

     2.  Duties.  Subject to the power of the Board of  Directors of Employer to
elect and remove  officers,  Employee  shall  serve  Employer  as  President  of
Employer  and  shall  perform,  faithfully  and  diligently,  the  services  and
functions  relating  to such  office or  otherwise  reasonably  incident to such
office  as may be  designated  from time to time by the  Board of  Directors  of
Employer;  provided,  however,  that all such  services and  functions  shall be
reasonable and within the Employee's  area of expertise.  Employee shall perform
his duties  principally at the offices of Employer located in St. George,  Utah,
with such limited travel to such other  locations from time to time as the Board
of Directors of Employer may  reasonably  prescribe.  Employee  shall devote his
full time, attention,  energies and business efforts to his duties hereunder and
to the promotion of the business and  interests of Employer and its  affiliates.
The foregoing  provision shall not be construed to prohibit  Employee's  passive
investments;  provided  that such  activities  do not  detract  in any  material
respect from the performance of Employee's duties hereunder.

     3. Term.  The term of this  Agreement  shall commence as of the date hereof
and shall end on June 30, 2000, unless earlier terminated  pursuant to the terms
hereof,  and shall be  extendable  to June 30, 2003,  in the sole  discretion of
Employer (the "Term").

     4.  Compensation.  As  compensation  for his services  rendered  under this
Agreement, during the Term, Employee shall be entitled to receive the following:


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          (a)  Salary.  Employee  shall be paid an annual  salary as provided in
     Exhibit A attached hereto.

          (b) Vacation  and  Benefits.  Employee  shall be entitled to and shall
     receive such group benefits as Employer may provide to its other  employees
     at comparable salaries and responsibilities of Employee.

          (c) Bonus.  Employee  shall  also be  entitled  to receive  bonuses as
     provided by the Board of Directors of the Employer.

          (d) Expenses. Employer shall reimburse Employee for all reasonable and
     necessary  out-of-pocket  travel and other expenses incurred by Employee in
     rendering  services required under this Agreement,  on a monthly basis upon
     submission of a detailed monthly statement and reasonable documentation.

          (e) Additional Compensation. Such additional compensation as set forth
     on Exhibit A attached hereto.

          (f) Disability Insurance. Employer shall continue to pay premiums with
     respect to the  disability  insurance  of Employee  during the term of this
     Agreement at the current rate.

          (g)  Stock  Options.  In the  event  Employer's  ultimate  parent,  MB
     Software  Corporation  ("MB"),  shall  adopt a stock  option  plan  for its
     executive  officers,  MB shall make  available to Employee  options for the
     common stock of MB on the terms and subject to the conditions on which such
     options are made  available to executive  employees of MB or its affiliates
     with responsibilities similar in scope to those of Employee.

     5. Confidentiality.

          (a) Acknowledgment of Proprietary  Interest.  Employee  recognizes the
     proprietary  interest of Employer and its  affiliates  in any Trade Secrets
     (as  hereinafter   defined)  of  Employer  and  its  affiliates.   Employee
     acknowledges  and agrees that any and all Trade Secrets  currently known by
     Employee  or learned by  Employee  during the course of his  engagement  by
     Employer  or  otherwise,   whether   developed  by  Employee  alone  or  in
     conjunction  with  others or  otherwise,  shall be and is the  property  of
     Employer and its affiliates.  Employee further acknowledges and understands
     that his disclosure of any Trade Secrets will result in irreparable  injury
     and damage to Employer and its affiliates.  As used herein, "Trade Secrets"
     means all  confidential  and  proprietary  information  of Employer and its
     affiliates, now owned or hereafter acquired, including, without limitation,
     information derived from reports,  investigations,  experiments,  research,
     work in progress,  drawing, designs, plans, proposals, codes, marketing and
     sales programs,  client lists, client mailing lists, financial projections,
     cost summaries,  pricing formula, and all other concepts, ideas, materials,
     or  information  prepared or performed for or by Employer or its affiliates
     and

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     information  related to the business,  products or sales of Employer or its
     affiliates,  or any of their respective  customers,  other than information
     which is otherwise publicly available;  provided,  however, "Trade Secrets"
     does not include any  information  that is known or readily  obtainable  by
     other home care providers or is otherwise  known to persons not employed by
     Employee.

          (b) Covenant  Not-to-Divulge Trade Secrets.  Employee acknowledges and
     agrees  that  Employer  and its  affiliates  are  entitled  to prevent  the
     disclosure  of Trade  Secrets.  As a portion of the  consideration  for the
     employment of Employee and for the  compensation  being paid to Employee by
     Employer,  Employee  agrees at all times during the Term and  thereafter to
     hold in strict  confidence  and not to disclose or allow to be disclosed to
     any person, firm or corporation,  other than to persons engaged by Employer
     and its affiliates to further the business of Employer and its  affiliates,
     and not to use except in the pursuit of the  business  of Employer  and its
     affiliates,  the Trade  Secrets,  without  the  prior  written  consent  of
     Employer, including Trade Secrets developed by Employee.

          (c)  Return  of  Materials  at  Termination.   In  the  event  of  any
     termination  or cessation of his  employment  with  Employer for any reason
     whatsoever,  Employee will promptly deliver to Employer all documents, data
     and other information pertaining to Trade Secrets.  Employee shall not take
     any documents or other information, or any reproduction or excerpt thereof,
     containing or pertaining to any Trade Secrets.

          (d)  Competition  During  Employment.  Employee agrees that during the
     Term,  neither he, nor any of his  affiliates,  will directly or indirectly
     compete with  Employer or its  affiliates  in any way, and that he will not
     act as an officer, director, employee, consultant,  shareholder, lender, or
     agent of any entity which is engaged in any business of the same nature as,
     or in competition  with, the businesses being conducted by Employer and its
     affiliates (as used herein,  a business is engaged in competition  with the
     business  being  conducted by Employer and its affiliates if it is involved
     in the home health care  business in the State of Utah,  or any other State
     where the Employer or its  affiliates  conduct  business  during the Term);
     provided,  however,  that this Section 5(d) shall not prohibit  Employee or
     any of his  affiliates  from  purchasing  or  holding an  aggregate  equity
     interest of up to 1%, so long as Employee  and his  affiliates  combined do
     not purchase or hold an aggregate  equity  interest of more than 5%, in any
     business in  competition  with  Employer and its  affiliates.  Furthermore,
     Employee agrees that during the Term, he will undertake no planning for the
     organization of any business activity competitive with the work he performs
     as an employee of Employer and Employee  will not combine or conspire  with
     any other  employees of Employer and its  affiliates for the purpose of the
     organization of any such competitive business activity.

     6.  Prohibition on Disparaging  Remarks.  Employee shall,  from the date of
this  Agreement on, refrain from making  disparaging,  negative or other similar
remarks  concerning  Employer  or any  of its  affiliates  to any  third  party.
Similarly, Employer and its affiliates shall from

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the date of this  Agreement  on,  refrain from making  disparaging,  negative or
other similar remarks concerning Employee to any third party.

     7.  Termination.  This  Agreement and the employment  relationship  created
hereby shall terminate upon the occurrence of any of the following events:

          (a) On June 30, 2000 (unless extended by Employer);

          (b) The death of Employee;

          (c) The "disability" (as hereinafter defined) of Employee;

          (d) Written notice to Employee from Employer of termination  for "just
     cause" (as hereinafter defined);

          (e) Written  notice to Employee from Employer of  termination  for any
     reason other than "just cause;"

          (f) 60  days  prior  written  notice  to  Employer  from  Employee  of
     termination; or

          (g) Breach by Employer of any provision of this Agreement.

     For purposes of Section 7(c) above, the "disability" of Employee shall mean
his inability,  because of mental or physical illness or incapacity,  to perform
his duties under this  Agreement for a continuous  period of 120 days or for 120
days out of a 150-day period.

     For purposes of Section 7(d) above, "just cause" shall mean (a) the failure
or inability  for any reason (other than  disability)  of Employee to devote his
full business time to the businesses of Employer and its  affiliates,  except as
permitted  hereby,  (b) the  commission by Employee of any act  involving  moral
turpitude or the  commission by Employee of any act or the suffering by Employee
of any  occurrence  or state of  facts,  which  renders  Employee  incapable  of
performing his duties under this Agreement (other than disability), or adversely
affects or could be expected to adversely affect Employer's business reputation,
(c) Employee's being convicted of a felony, (d) any breach by Employee of any of
the terms of, or the failure to perform any material covenant contained in, this
Agreement and following notice thereof from Employer to Employee,  Employee does
not cure such breach or failure within fifteen (15) days  thereafter;  provided,
however,  that Employee will not be entitled to cure any breach or failure under
this subclause (d) more than one time in any consecutive  three month period, or
(e) the violation by Employee of reasonable instructions or policies established
by Employer or its  affiliates  which have been  communicated  to Employee  with
respect to the operation of their  businesses and affairs or Employee's  failure
to carry out the reasonable  instructions  of the Board of Directors of Employer
or MB or any of their  affiliates and following  notice thereof from Employer to
Employee,  Employee does not cure any such  violation or failure  within fifteen
(15) days thereafter;  provided,  however, that Employee will not be entitled to
cure any

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violation  or  failure  under  this  subclause  (e)  more  than  one time in any
consecutive three month period.

     Notwithstanding  anything to the contrary in this Agreement, the provisions
of Sections 5 and 6 above shall survive any termination, for whatever reason, of
Employee's  employment under this Agreement.  In the event of the termination of
Employee's employment prior to June 30, 2000, Employee shall be entitled only to
the  compensation  earned by him as of the date of  termination,  except that if
Employee's  employment  is  terminated  pursuant to Section 7(e) or Section 7(g)
above,  Employee  shall be  entitled to receive the  compensation  then  payable
pursuant to Section 4(a) until June 30, 2000.

     8.  Remedies.  Employee  and Employer and their  affiliates  recognize  and
acknowledge that in the event of any default in, or breach of any of, the terms,
conditions or provisions of this Agreement  (either actual or threatened) by the
other  remedies at law shall be inadequate.  Accordingly,  Employee and Employer
and their affiliates agree that in such event, each of them and their respective
affiliates shall have the right of specific performance and/or injunctive relief
in  addition  to any and all other  remedies  and  rights  at law,  in equity or
provided herein, and such rights and remedies shall be cumulative.

     9.   Acknowledgments.   Employee   acknowledges  and  recognizes  that  the
enforcement  of any of the  provisions  set  forth in  Section  5 and 6 above by
Employer and its affiliates will not interfere with Employee's ability to pursue
a proper livelihood. Employee recognizes and agrees that the enforcement of this
Agreement is necessary to ensure the preservation and continuity of the business
and good will of Employer and its affiliates.

     10. Notices. Any notices, consents, demands, requests,  approvals and other
communications  to be given under this  Agreement  by either  party to the other
shall be  deemed  to have been duly  given if given in  writing  and  personally
delivered or sent by facsimile transmission, courier service, overnight delivery
service or by mail, registered or certified, postage prepaid with return receipt
requested, as follows:

         If to Employer:            c/o MB Software Corporation
                                     2225 E. Randol Mill Rd.
                                     Suite 305
                                     Arlington, Texas  76011
                                     Attn:  Scott A. Haire
                                     Fax No.: (817) 633-9409

         If to Employee:            John E. Anderson
                                    1310 Casper Circle
                                    St. George, Utah 84790


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Notices delivered  personally or by facsimile  transmission,  courier service or
overnight  delivery shall be deemed  communicated as of actual  receipt;  mailed
notices shall be deemed communicated as of three days after the date of mailing.

     11. Entire Agreement.  This Agreement  contains the entire agreement of the
parties hereto and supersedes all prior agreements and  understandings,  oral or
written between the parties  hereto.  No modification or amendment of any of the
terms,  conditions or provisions  herein may be made  otherwise  than by written
agreement signed by the parties hereto.

     12.  Governing  Law and Venue.  THE RIGHTS AND  OBLIGATIONS  OF THE PARTIES
HEREUNDER SHALL BE INTERPRETED,  CONSTRUED,  AND ENFORCED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF UTAH, WITHOUT REGARD TO ITS CHOICE OF LAW PRINCIPLES.

     13. Parties Bound. This Agreement and the rights and obligations  hereunder
shall be binding  upon and inure to the benefit of Employer  and  Employee,  and
their  respective  heirs,  personal  representatives,  successors  and  assigns.
Employer  shall have the right to assign this  Agreement to any  affiliate or to
its successors or assigns.  The terms  "successors"  and "assigns" shall include
any  person,  corporation,   partnership  or  other  entity  that  buys  all  or
substantially  all of  Employer's  assets  or all of its  stock,  or with  which
Employer  merges or  consolidates.  The  rights,  duties or benefits to Employee
hereunder  are  personal to him, and no such right or benefit may be assigned by
him. The parties hereto  acknowledge  and agree that  Employer's  affiliates are
third-party  beneficiaries of the covenants and agreements of Employee set forth
in Sections 5 and 6 above.

     14.  Estate.  If Employee dies prior to the payment of all sums owed, or to
be owed, to Employee pursuant to Section 4 above, then such sums, as they become
due, shall be paid to Employee's estate.

     15.  Enforceability.  If, for any reason,  any provision  contained in this
Agreement  should be held invalid in part by a court of competent  jurisdiction,
then it is the intent of each of the  parties  hereto  that the  balance of this
Agreement  be  enforced to the  fullest  extent  permitted  by  applicable  law.
Accordingly,  should a court of competent  jurisdiction determine that the scope
of any covenant is too broad to be enforced as written, it is the intent of each
of the parties that the court should reform such covenant to such narrower scope
as it determines enforceable.

     16.  Waiver of Breach.  The  waiver by any party  hereto of a breach of any
provision of this Agreement shall not operate or be construed as a waiver of any
subsequent breach by any party.

     17.  Captions.  The  captions  in this  Agreement  are for  convenience  of
reference  only and  shall  not limit or  otherwise  affect  any of the terms or
provisions hereof.


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     18.  Costs.  If any action at law or in equity is  necessary  to enforce or
interpret the terms of this Agreement, the prevailing party shall be entitled to
reasonable attorneys' fees, costs and necessary disbursements in addition to any
other relief to which he or it may be entitled.

     19. Other  Obligations.  Employee  represents  and warrants  that he is not
subject to any  agreement  which  would be  violated  or breached as a direct or
indirect  result of Employee  executing this  Agreement or Employee  becoming an
employee of Employer.

     20.  Affiliate.  An  "affiliate"  of any party hereto shall mean any person
controlling, controlled by or under common control with such party.

     21.   Counterparts.   This  Agreement  may  be  executed  in  one  or  more
counterparts,  each of which shall be deemed an original  and all of which shall
constitute one and the same instrument, but only one of which need be produced.

     22.  Attorneys Fees. Each party shall bear its own attorneys' fees incurred
in  connection  with this  transaction;  provided that in the event of a dispute
regarding any breach of the terms hereof, the prevailing party shall be entitled
to have its attorneys' fees paid by the non-prevailing party.

     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the day and year first above written.


                                              SANDY HOME HEALTH, INC.



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



                                                  /s/ John E. Anderson
                                                  --------------------
                                                  John E. Anderson


 

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                                    EXHIBIT A
                                    ---------

                                  


   1.    Position:                  President/Administrator

   2.    Base Salary:               $110,648 annually, payable in prorated bi-
                                    weekly installments on the regularly
                                    scheduled payday for all employees of
                                    Employer, in accordance with the currently
                                    effective policy of Employer, to begin with
                                    the first regularly scheduled payday following
                                    the date of this Agreement, subject to annual
                                    upward adjustments as determined by the
                                    Board of Directors.

   3.    Bonus Compensation:        $25,000 bonus for the first year of this
                                    agreement, payable fourteen (14) days after
                                    execution of this Agreement.

   4.    Benefits:                  As provided in Employer's employee
                                    handbook from time to time, and as provided
                                    to Employer's other employees from time to
                                    time, without reduction except with
                                    Employee's consent, Employee to be entitled
                                    to four weeks vacation per year, including the
                                    first year of this Agreement.

   5.    Retirement:                Contributions shall be made for the benefit of
                                    Employee to any retirement plan maintained
                                    by Employer or for the benefit of other
                                    employees of Employer, commensurate with
                                    the Employee's salary and position, and such
                                    additional retirement benefit program for the
                                    benefit of Employee as the Board of Directors
                                    by may from time to time determine.




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