EXHIBIT 10.1
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.
Imagine Investments, Inc.
November 12, 1998
Page 2
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 connection
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: ___________________________
Its: ___________________________
MB HOLDING CORPORATION
By: ___________________________
Its: ___________________________
HEALTHCARE INNOVATIONS, LLC
By: ___________________________
Its: ___________________________
Imagine Investments, Inc.
November 12, 1998
Page 3
Agreed and accepted effective as of
the 12th day of November, 1998
IMAGINE INVESTMENTS, INC.
By: ___________________________
Its: ___________________________