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EXHIBIT 10.7
Amendment No. 5 to Letter Agreement Dated August 15, 1994
This Amendment No. 5 ("Amendment No. 5") to the Letter Agreement dated August
15, 1994 (the "Letter Agreement") amended as of October 17, 1994 ("Amendment No.
1 "), as of August 16, 1996 ("Amendment No. 2"), as of August 31, 1997
("Amendment No. 3"), and as of August 31, 1998 ("Amendment No. 4"), is made as
of the 31st day of August, 1999 by and between Orchard Capital Corporation, a
California corporation, 00000 Xxxxxxxx Xxxx., Xxxxx 000, Xxx Xxxxxxx, Xxxxxxxxxx
00000 ("Consultant") and MAI Systems Corporation, a Delaware corporation, 0000
Xxxxxxxx Xxxx, Xxxxxx, Xxxxxxxxxx 00000 ("MAI") with reference to the following
facts:
A. On or about August 15, 1994, the parties entered into the Letter
Agreement pursuant to which Consultant was to provide the services of
its employee, Xxxxxxx X. Xxxxxxx, to MAI, on various terms and
conditions in exchange for certain consideration to be paid by MAI to
Consultant.
B. On or about October 17, 1994, pursuant to Amendment No. 1, certain
terms of the Agreement were amended.
C. On or about August 16, 1996, the term of the Agreement expired but the
Consultant continued to perform services for MAI and, pursuant to
Amendment No. 2, the parties extended the term of the consultancy up
through and including August 31, 1997 and amended certain terms of the
Agreement to be effective during the term extension.
D. On or about August 31, 1997, the term of the Agreement (as extended by
Amendment No. 2) expired but the Consultant continued to perform
services for MAI and, pursuant to Amendment No. 3, the parties extended
the term of the consultancy up through and including August 31, 1998
and amended certain terms of the Agreement to be effective during the
term extension.
E. On or about August 31, 1998, the term of the Agreement (as extended by
Amendment No. 3) expired but the Consultant continued to perform
services for MAI and, pursuant to Amendment No. 4, the parties extended
the term of the consultancy up through and including August 31, 1999
and amended certain terms of the Agreement to be effective during the
term extension.
F. The extended term of the Agreement in Amendment No. 5 is scheduled to
expire and the parties seek to extend the term of the consultancy and
to amend certain terms of the Agreement to be effective during the term
extension.
Now, therefore, in consideration of the mutual benefits to be derived
hereunder, the parties agree as follows:
1.) Extension of Term. The term of the consultancy shall be extended up
through and including August 31, 2000.
2.) Fixed Compensation. During the period of extension, i.e. from September
1, 1999 up through and including August 31, 2000, Consultant shall be
compensated at the monthly rate of Twenty-four Thousand and no/ 100
Dollars ($24,000).
3.) Equity Compensation. MAI shall consider the appropriate equity
compensation for Consultant for services rendered during the term
extension. The parties acknowledge that equity compensation may take
the form of warrants to purchase shares of MAI's Common Stock,
participation in one of its stock option plans, or otherwise. Nothing
herein shall be construed to commit MAI to pay any equity compensation
to Consultant for services during the period of extension.
4.) Confirmation of Other Terms and Conditions. In all other respects the
parties reaffirm and acknowledge all of the terms and conditions set
forth in the Agreement and Amendment Nos. 1, 2, 3 and 4.
In witness whereof, the parties have executed this Amendment No. 5 as of August
31, 1999.
Orchard Capital Corporation MAI Systems Corporation
By: /s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxxxxx Xxxxx Xxxxxxxx
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Xxxxxxx X. Xxxxxxx W. Xxxxx Xxxxxxxx
President Chief Executive Officer
