MB SOFTWARE CORP
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>5
<FILENAME>mbsc8kex104012208.txt
<TEXT>

                                                                    EXHIBIT 10.4


    THE  SECURITIES   REPRESENTED  BY  THIS   CERTIFICATE  HAVE  NOT  BEEN
    REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED (THE "1933
    ACT"),  OR ANY STATE  SECURITIES  LAWS AND NEITHER SUCH SHARES NOR ANY
    INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED,  ASSIGNED OR OTHERWISE
    TRANSFERRED  UNLESS (1) A REGISTRATION  STATEMENT WITH RESPECT THERETO
    IS EFFECTIVE  UNDER THE 1933 ACT AND ANY APPLICABLE  STATE  SECURITIES
    LAWS, OR (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933
    ACT.



    IN ADDITION,  A COMMON STOCK  PURCHASE  AGREEMENT  DATED AS OF JANUARY
    11th, 2008 (THE "PURCHASE AGREEMENT"), A COPY OF WHICH MAY BE OBTAINED
    FROM THE COMPANY AT ITS PRINCIPAL  EXECUTIVE OFFICE,  CONTAINS CERTAIN
    ADDITIONAL  AGREEMENTS  BETWEEN  THE  PARTIES  WITH  RESPECT  TO  THIS
    WARRANT.




                             MB SOFTWARE CORPORATION

                        COMMON STOCK PURCHASE WARRANT "B"


Number of Shares: 1,000,000                    Holder: T Squared Investments LLC

Original Issue Date: January 11th, 2008        Managing Member

                                               Attn: Thomas M. Sauve

Expiration Date: January 11th, 2013            1325 Sixth Avenue, Floor 28

                                               New York NY 10024

Exercise Price per Share: $1.25                tel (212) 763-8616

MB Software Corporation,  a company organized and existing under the laws of the
State of Texas (the  "Company"),  hereby  certifies that, for value received,  T
Squared  Investments LLC, or its registered assigns (the "Warrant  Holder"),  is
entitled,  subject to the terms set forth below, to purchase from the Company up
to One Million  (1,000,000) shares (as adjusted from time to time as provided in
Section 8, the "Warrant  Shares") of common stock,  $.001 par value (the "Common
Stock"),  of the Company at a price of One Dollar and Twenty Five Cents  ($1.25)
per Warrant  Share (as adjusted  from time to time as provided in Section 8, the
"Exercise  Price"),  at any time and from  time to time  from and after the date
thereof and through and including  5:00 p.m. New York City time on January 11th,
2013 (or eighteen months of effectiveness of a Registration



MB Software Corporation Warrant / T Squared Investments LLC


<PAGE>

Statement subsequent to the issuance hereof (such eighteen months to be extended
by one month for each month or portion of a month  during  which a  Registration
Statement's  effectiveness  has lapsed or been suspended),  whichever is longer)
(the "Expiration Date"), and subject to the following terms and conditions:

     1.  Registration  of Warrant.  The Company shall register this Warrant upon
records  to be  maintained  by  the  Company  for  that  purpose  (the  "Warrant
Register"),  in the name of the record  Warrant Holder hereof from time to time.
The Company may deem and treat the registered  Warrant Holder of this Warrant as
the  absolute  owner  hereof  for the  purpose  of any  exercise  hereof  or any
distribution to the Warrant Holder, and for all other purposes,  and the Company
shall not be affected by notice to the contrary.

     2. Investment Representation.  The Warrant Holder by accepting this Warrant
represents that the Warrant Holder is acquiring this Warrant for its own account
or the account of an affiliate for investment  purposes and not with the view to
any  offering  or  distribution  and that the  Warrant  Holder  will not sell or
otherwise dispose of this Warrant or the underlying  Warrant Shares in violation
of  applicable  securities  laws.  The  Warrant  Holder  acknowledges  that  the
certificates  representing any Warrant Shares will bear a legend indicating that
they have not been registered under the United States Securities Act of 1933, as
amended  (the  "1933  Act")  and may not be sold by the  Warrant  Holder  except
pursuant to an effective registration statement or pursuant to an exemption from
registration  requirements  of the 1933 Act and in  accordance  with federal and
state  securities  laws.  If this  Warrant was  acquired  by the Warrant  Holder
pursuant to the exemption  from the  registration  requirements  of the 1933 Act
afforded by  Regulation  S  thereunder,  the  Warrant  Holder  acknowledges  and
covenants  that this  Warrant may not be  exercised  by or on behalf of a Person
during the one year distribution  compliance period (as defined in Regulation S)
following the date hereof.  "Person"  means an  individual,  partnership,  firm,
limited liability company, trust, joint venture,  association,  corporation,  or
any other legal entity.

     3.  Validity of Warrant and Issue of Shares.  The  Company  represents  and
warrants  that this  Warrant has been duly  authorized  and  validly  issued and
warrants  and  agrees  that all of  Common  Stock  that may be  issued  upon the
exercise of the rights  represented by this Warrant will,  when issued upon such
exercise,  be duly authorized,  validly issued, fully paid and nonassessable and
free from all taxes,  liens and charges with respect to the issue  thereof.  The
Company  further  warrants  and agrees that during the period  within  which the
rights  represented  by this Warrant may be  exercised,  the Company will at all
times have  authorized  and  reserved  a  sufficient  number of Common  Stock to
provide for the exercise of the rights represented by this Warrant.

     4. Registration of Transfers and Exchange of Warrants.

               a. Subject to compliance with the legend set forth on the face of
this  Warrant,  the Company  shall  register the transfer of any portion of this
Warrant in the Warrant Register, upon surrender of this Warrant with the Form of
Assignment  attached  hereto duly  completed  and signed,  to the Company at the
office specified in or pursuant



                                       2
<PAGE>

to Section 13. Upon any such registration or transfer, a new warrant to purchase
Common Stock, in substantially the form of this Warrant (any such new warrant, a
"New Warrant"), evidencing the portion of this Warrant so transferred shall be
issued to the transferee and a New Warrant evidencing the remaining portion of
this Warrant not so transferred, if any, shall be issued to the transferring
Warrant Holder. The acceptance of the New Warrant by the transferee thereof
shall be deemed the acceptance of such transferee of all of the rights and
obligations of a Warrant Holder of a Warrant.

               b. This Warrant is exchangeable, upon the surrender hereof by the
Warrant Holder to the office of the Company  specified in or pursuant to Section
13 for one or more  New  Warrants,  evidencing  in the  aggregate  the  right to
purchase the number of Warrant Shares which may then be purchased hereunder. Any
such New Warrant will be dated the date of such exchange.

     5. Exercise of Warrants.

               a. Upon  surrender  of this  Warrant with the Form of Election to
Purchase  attached  hereto  duly  completed  and signed to the  Company,  at its
address set forth in Section 13, and upon  payment and  delivery of the Exercise
Price per  Warrant  Share  multiplied  by the number of Warrant  Shares that the
Warrant  Holder  intends to purchase  hereunder,  in lawful  money of the United
States of America,  in cash or by certified or official bank check or checks, to
the Company,  all as specified by the Warrant  Holder in the Form of Election to
Purchase, the Company shall promptly (but in no event later than 7 business days
after the Date of Exercise (as defined  herein)) issue or cause to be issued and
cause to be delivered to or upon the written order of the Warrant  Holder and in
such  name  or  names  as the  Warrant  Holder  may  designate  (subject  to the
restrictions  on transfer  described in the legend set forth on the face of this
Warrant), a certificate for the Warrant Shares issuable upon such exercise, with
such restrictive legend as required by the 1933 Act. Any person so designated by
the  Warrant  Holder to receive  Warrant  Shares  shall be deemed to have become
holder of  record of such  Warrant  Shares  as of the Date of  Exercise  of this
Warrant.

               b. A "Date of Exercise" means the date on which the Company shall
have  received (i) this Warrant (or any New Warrant,  as  applicable),  with the
Form of Election to Purchase  attached  hereto (or attached to such New Warrant)
appropriately  completed and duly signed, and (ii) payment of the Exercise Price
for the  number of  Warrant  Shares so  indicated  by the  Warrant  Holder to be
purchased.

               c. This Warrant shall be exercisable at any time and from time to
time for such number of Warrant  Shares as is indicated in the attached  Form of
Election  To  Purchase.  If less  than all of the  Warrant  Shares  which may be
purchased  under this Warrant are exercised at any time, the Company shall issue
or cause to be issued,  at its expense,  a New Warrant  evidencing  the right to
purchase the remaining  number of Warrant  Shares for which no exercise has been
evidenced by this Warrant.

               d. (i) Notwithstanding  anything contained herein to the contrary
but  subject  to  Section 6, the holder of this  Warrant  may,  at its  election
exercised in its sole



                                       3
<PAGE>



 discretion, exercise this Warrant in whole or in part and, in lieu of making
 the cash payment otherwise contemplated to be made to the Company upon such
 exercise in payment of the Aggregate Exercise Price, elect instead to receive
 upon such exercise the "Net Number" of shares of Common Stock determined
 according to the following formula (a "Cashless Exercise"):

                     Net Number = (A x (B C))/B (ii)

               For purposes of the foregoing formula:

               A= the total number  shares with respect to which this Warrant is
               then being exercised.

               B= the last reported sale price (as reported by Bloomberg) of the
               Common Stock on the trading day immediately preceding the date of
               the Exercise Notice.

               C= the Warrant  Exercise Price then in effect at the time of such
               exercise.

               e. The  holder of this  Warrant  agrees  not to elect a  Cashless
Exercise for a period of six (6) months.  The holder of this Warrant also agrees
not to elect a Cashless  Exercise so long as there is an effective  registration
statement for the Warrant Shares.


     6. Maximum  Exercise.  The Warrant Holder shall not be entitled to exercise
this Warrant on a Date of Exercise in  connection  with that number of shares of
Common  Stock which would be in excess of the sum of (i) the number of shares of
Common Stock  beneficially  owned by the Warrant Holder and its affiliates on an
exercise  date,  and (ii) the number of shares of Common Stock issuable upon the
exercise  of this  Warrant  with  respect  to which  the  determination  of this
limitation is being made on an exercise  date,  which would result in beneficial
ownership  by the  Warrant  Holder and its  affiliates  of more than 4.9% of the
outstanding shares of Common Stock on such date. This Section 6 may be waived or
amended  only with the  consent of the  Holder  and the  consent of holders of a
majority of the shares of  outstanding  Common  Stock of the Company who are not
Affiliates.  For the purposes of the immediately  preceding  sentence,  the term
"Affiliate" shall mean any person: (a) that directly,  or indirectly through one
or more  intermediaries,  controls,  or is  controlled  by,  or is under  common
control with, the Company; or (b) who beneficially owns (i) the Company's Common
Stock Purchase Warrant "A" dated January 1 1 th, 2007, or (ii) this Warrant. For
the purposes of the immediately  preceding sentence,  beneficial ownership shall
be determined in accordance with Section 13(d) of the Securities Exchange Act of
1934, as amended, and Regulation 13d-3 thereunder.

     7. Adjustment of Exercise Price and Number of Shares.  The character of the
shares of stock or other  securities  at the time issuable upon exercise of this
Warrant and the Exercise  Price  therefore,  are subject to adjustment  upon the
occurrence  of  the  following  events,   and  all  such  adjustments  shall  be
cumulative:



                                       4
<PAGE>



               a.    Adjustment    for   Stock    Splits,    Stock    Dividends,
Recapitalizations,  Etc.  The  Exercise  Price of this Warrant and the number of
shares of Common Stock or other securities at the time issuable upon exercise of
this  Warrant  shall be  appropriately  adjusted to reflect any stock  dividend,
stock split, combination of shares, reclassification,  recapitalization or other
similar event affecting the number of outstanding shares of stock or securities.

               b. Adjustment for Reorganization,  Consolidation, Merger, Etc. In
case of any  consolidation  or  merger  of the  Company  with or into any  other
corporation,  entity or person, or any other corporate reorganization,  in which
the  Company  shall  not  be  the   continuing  or  surviving   entity  of  such
consolidation,  merger or reorganization (any such transaction being hereinafter
referred  to as a  "Reorganization"),  then,  in each  case,  the holder of this
Warrant, on exercise hereof at any time after the consummation or effective date
of such  Reorganization  (the "Effective Date"),  shall receive,  in lieu of the
shares of stock or other  securities  at any time  issuable upon the exercise of
the Warrant issuable on such exercise prior to the Effective Date, the stock and
other  securities and property  (including cash) to which such holder would have
been entitled upon the Effective  Date if such holder had exercised this Warrant
immediately prior thereto (all subject to further adjustment as provided in this
Warrant).

               c.  Certificate as to  Adjustments.  In case of any adjustment or
readjustment in the price or kind of securities issuable on the exercise of this
Warrant,  the Company will promptly give written notice thereof to the holder of
this Warrant in the form of a certificate,  certified and confirmed by the Board
of Directors of the Company,  setting forth such adjustment or readjustment  and
showing  in  reasonable   detail  the  facts  upon  which  such   adjustment  or
readjustment is based.

               d.

                    i. The  Company  fails to meet  certain  earnings  per share
projections.  In the event the Company earns between $0.093 and $0.046 per share
(where such earnings in this paragraph  shall always be defined as earnings on a
pre taxed fully diluted basis (including dilution from any options, warrants and
convertible  securities)  as reported  for the first six months ended June 30th,
2008 from  continuing  operations  before any  non-cash  items the then  current
warrant  exercise price shall be reduced  proportionately  by 0% if the earnings
are $0.093  per share and by 50% if the  earnings  are  $0.046  per  share.  For
example,  if the Company earns $0.074 per share,  or 20% below $0.093 per share,
then the current warrant  exercise price shall be reduced by 20%. Such reduction
shall  automatically  be in effect  at the time the June  30th,  2008  financial
results are reported or at any other time that the Investor and the Company have
a written and executed agreement stating  otherwise,  and shall be made from the
starting exercise price of the warrants being the exercise price of the warrants
at that time,  and shall be  cumulative  upon any other  changes to the exercise
price of the warrant that may already have been made.

                    ii. The Company  fails to meet  certain  earnings  per share
projections. In the event the Company earns between $0.204 and $0.102 per share



                                       5
<PAGE>

(where such earnings in this paragraph  shall always be defined as earnings on a
pre taxed fully diluted basis (including dilution from any options, warrants and
convertible  securities)  as reported for the fiscal year ended  December  31st,
2008 from  continuing  operations  before any  non-cash  items the then  current
warrant  exercise price shall be reduced  proportionately  by 0% if the earnings
are $0.204  per share and by 50% if the  earnings  are  $0.102  per  share.  For
example,  if the Company earns $0.163 per share,  or 20% below $0.204 per share,
then the then  current  warrant  exercise  price  shall be reduced by 20%.  Such
reduction shall  automatically  be in effect at the time the December 31st, 2008
financial  results are  reported or at any other time that the  Investor and the
Company have a written and executed  agreement stating  otherwise,  and shall be
made from the starting  exercise  price of the warrants being the exercise price
of the warrants at that time, and shall be cumulative  upon any other changes to
the exercise price of the warrant that may already have been made.

                    iii.  Notwithstanding the foregoing,  no adjustment shall be
made to the  Conversion  Price if the price (as quoted on the OTCBB or  national
exchange  on which the Common  Stock  trades,  has not,  during the three  month
periods prior to the  measurement  date  referenced in 7.d.i.  or 7.d.ii.,  been
below $3.00 for any twenty (20) consecutive day period.

               e. The  Company  sells,  grants or issues  any  shares,  options,
warrants, or any instrument  convertible into shares or equity in any form below
the  exercise  price per share of the warrant.  In the event the Company  sells,
grants or issues any shares,  options,  warrants, or any instrument  convertible
into shares or equity in any form below the current  exercise price per share of
the warrant,  then the current exercise price per share for the warrant shall be
reduced to such lower price per share.  Such reduction shall be made at the time
such transaction is executed.

     8. Fractional  Shares.  The Company shall not be required to issue or cause
to be issued  fractional  Warrant  Shares on the exercise of this  Warrant.  The
number of full Warrant  Shares that shall be issuable  upon the exercise of this
Warrant  shall be  computed  on the basis of the  aggregate  number of  Warrants
Shares purchasable on exercise of this Warrant so presented.  If any fraction of
a Warrant Share would,  except for the provisions of this Section 9, be issuable
on the exercise of this Warrant,  the Company shall,  at its option,  (i) pay an
amount in cash equal to the Exercise  Price  multiplied by such fraction or (ii)
round the number of Warrant Shares issuable, up to the next whole number.

     9. Sale or Merger of the Company. Upon a Change in Control, the restriction
contained in Section 7 shall immediately be released and the Warrant Holder will
have the right to exercise this Warrant concurrently with such Change in Control
event or the  Investor  will be paid the  difference  between the Sale or Merger
price  and the  exercise  price of the  Warrant  at the  closing  of the Sale or
Merger. For purposes of this Warrant,  the term "Change in Control" shall mean a
consolidation or merger of the Company with or into another company or entity in
which  the  Company  is  not  the  surviving  entity  or  the  sale  of  all  or
substantially all of the assets of the Company to



                                       6
<PAGE>


another company or entity not controlled by the then existing stockholders of
the Company in a transaction or series of transactions.

     10.  Notice of Intent to Sell or Merge the  Company.  The Company will give
Warrant  Holder  fifteen  (15) days notice  before the event of a sale of all or
substantially all of the assets of the Company or the merger or consolidation of
the Company in a transaction in which the Company is not the surviving entity.

     11. Call by the Company. This Warrant contains a callable feature requiring
the automatic  exercise at any time prior to the  Expiration  Date if the volume
weighted  average public market price of the Company's  common stock is equal to
or in  excess  of the  callable  price of $3.75 per share for a period of twenty
(20) consecutive days and if there is an effective registration in place for the
shares underlying the Warrant.  Upon occurrence of the Automatic  Exercise,  the
Company  shall  provide  the Holder  with  notice of such  Automatic  Conversion
("Automatic  Exercise  Notice").  Upon receipt of the Automatic Exercise Notice,
the Holder must  exercise,  in whole or in part,  this  Warrant  within ten (10)
days.  In the event that this Warrant is  exercised,  the Holder must deliver to
the  Company  at its office  pursuant  to  Section  13, on or before  5:00 p.m.,
Eastern Time, on the required  date,  (i) Form of Election to Purchase  properly
executed and completed by Holder or an authorized officer thereof,  (ii) a check
payable to the order of the  Company,  in an amount  equal to the product of the
Exercise  Price  multiplied  by the number of Warrant  Shares  specified  in the
Exercise Notice, and (iii) this Warrant. In no event may the Company require the
Investor to exercise  any such  warrant that would force the Investor to violate
the 4.9% provision in the Stock Purchase Agreement or this Warrant Agreement.

     12.   Issuance  of   Substitute   Warrant.   In  the  event  of  a  merger,
consolidation,   recapitalization   or   reorganization  of  the  Company  or  a
reclassification  of Company shares of stock,  which results in an adjustment to
the  number  of  shares  subject  to this  Warrant  and/or  the  Exercise  Price
hereunder,  the  Company  agrees  to issue to the  Warrant  Holder a  substitute
Warrant  reflecting the adjusted number of shares and/or Exercise Price upon the
surrender of this Warrant to the Company.

     13.  Notice.  All notices and other  communications  hereunder  shall be in
writing  and  shall be  deemed  to have  been  given  (i) on the  date  they are
delivered  if  delivered  in  person;  (ii) on the date  initially  received  if
delivered by facsimile  transmission  followed by registered  or certified  mail
confirmation;  (iii) on the date delivered by an overnight  courier service;  or
(iv) on the third  business  day after it is mailed by  registered  or certified
mail, return receipt requested with postage and other fees prepaid as follows:

                         If to the Company:
                         ------------------

                         MB Software Corporation
                         777 Main Street,
                         Suite 3100 Fort Worth, Texas 76102



                                       7
<PAGE>


                          If to the Warrant Holder:
                          -------------------------

                          T  Squared  Investments  LLC
                          C/O T Squared Capital LLC
                          Attn: Thomas M. Sauve
                          Managing Member
                          302 West 79th Street, Suite 6D
                          New York, NY 10024


     14. Miscellaneous.

               a. This  Warrant  shall be binding on and inure to the benefit of
the parties hereto and their respective  successors and permitted assigns.  This
Warrant may be amended  only by a writing  signed by the Company and the Warrant
Holder.

               b.  Nothing in this  Warrant  shall be  construed  to give to any
person or corporation other than the Company and the Warrant Holder any legal or
equitable  right,  remedy or cause of action  under this  Warrant;  this Warrant
shall be for the sole and  exclusive  benefit  of the  Company  and the  Warrant
Holder.

               c. This Warrant  shall be governed by,  construed and enforced in
accordance with the internal laws of the State of New York without regard to the
principles of conflicts of law thereof.

               d.  The  headings  herein  are  for  convenience   only,  do  not
constitute a part of this Warrant and shall not be deemed to limit or affect any
of the provisions hereof.

               e. In case  any one or  more of the  provisions  of this  Warrant
shall  be  invalid  or   unenforceable   in  any   respect,   the  validity  and
enforceablilty  of the remaining  terms and provisions of this Warrant shall not
in any way be affected or impaired  thereby and the parties will attempt in good
faith  to  agree  upon a  valid  and  enforceable  provision  which  shall  be a
commercially  reasonably  substitute  therefore,  and  upon so  agreeing,  shall
incorporate such substitute provision in this Warrant.

               f. The Warrant Holder shall not, by virtue hereof, be entitled to
any voting or other rights of a  shareholder  of the  Company,  either at law or
equity,  and the rights of the Warrant Holder are limited to those  expressed in
this Warrant.



                         [SIGNATURES ON FOLLOWING PAGE]


<PAGE>


     IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed
by the authorized officer as of the date first above stated.


MB Software Corporation, a Texas corporation
By: Scott A. Haire
------------------
Name: Scott A. Haire
Title: Chief Executive Officer


<PAGE>


                          FORM OF ELECTION TO PURCHASE

(To be executed by the Warrant  Holder to exercise the right to purchase  shares
of Common Stock under the foregoing Warrant)


To: MB Software Corporation:

In accordance with the Warrant  enclosed with this Form of Election to Purchase,
the  undersigned  hereby  irrevocably  elects  to  purchase_____________________
shares  of Common  Stock  ("Common  Stock"),  $.001 par  value,  of MB  Software
Corporation,  and encloses  the warrant and $1.25 for each  Warrant  Share being
purchased or an aggregate of $_________________ in cash or certified or official
bank check or checks,  which sum  represents  the aggregate  Exercise  Price (as
defined  in the  Warrant)  together  with any  applicable  taxes  payable by the
undersigned pursuant to the Warrant.


The  undersigned  requests  that  certificates  for the  shares of Common  Stock
issuable upon this exercise be issued in the name of:


______________________________________
______________________________________
______________________________________
(Please print name and address)

______________________________________
(Please insert Social Security or Tax Identification Number)

If the number of shares of Common Stock issuable upon this exercise shall not be
all of the shares of Common Stock which the  undersigned is entitled to purchase
in accordance with the enclosed  Warrant,  the  undersigned  requests that a New
Warrant (as defined in the Warrant)  evidencing the right to purchase the shares
of Common Stock not issuable pursuant to the exercise evidenced hereby be issued
in the name of and delivered to:

______________________________________
______________________________________
______________________________________
(Please print name and address)

Dated:  _____________  Name of Warrant Holder: T Squared Investments LLC

                       Print: _____________________________________________

                       By:_________________________________________________

                       Name: Thomas M. Sauve Title:
                       Managing Member
                       Signature must conform in all respects to name of Warrant
                       Holder as specified on the face of the Warrant

</TEXT>
</DOCUMENT>
