Amendment No. 7 to Consulting Agreement between Orchard Capital Corporation and MAI Systems Corporation

Summary

Orchard Capital Corporation and MAI Systems Corporation have agreed to extend their consulting agreement, originally dated August 15, 1994, through August 31, 2002, with automatic one-year renewals unless either party gives 30 days' notice before renewal. Orchard Capital will continue to provide consulting services and receive a monthly fee of $24,000. MAI will consider, but is not obligated to provide, equity compensation for these services. All other terms from previous agreements remain in effect.

EX-10.30 12 a80418ex10-30.txt EXHIBIT 10.30 EXHIBIT 10.30 Amendment No. 7 to Letter Agreement Dated August 15, 1994 This Amendment No. 7 ("Amendment No. 6") 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"), as of August 31, 1999 ("Amendment No. 5"), and as of August 31, 2000 ("Amendment No. 6"), is made as of the 31st day of August, 2001 by and between Orchard Capital Corporation, a California corporation, 6922 Hollywood Blvd., Suite 900, Los Angeles, California 90028 ("Consultant") and MAI Systems Corporation, a Delaware corporation, 9600 Jeronimo Road, Irvine, California 92718 ("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, Richard S. Ressler, 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. On or about August 31, 1999, the term of the Agreement (as extended by Amendment No. 4) expired but the Consultant continued to perform services for MAI and, pursuant to Amendment No. 5, the parties extended the term of the consultancy up through and including August 31, 2000 and amended certain terms of the Agreement to be effective during the term extension. G. On or about August 31, 2000, the term of the Agreement (as extended by Amendment No. 5) expired but the Consultant continued to perform services for MAI and, pursuant to Amendment No. 6, the parties extended the term of the consultancy up through and including August 31, 2000 and amended certain terms of the Agreement to be effective during the term extension. H. The extended term of the Agreement in Amendment No. 6 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, 2002 (the "Extension Term"). From and after August 31, 2002, the term of the consultancy shall be automatically extended for additional one-year periods (each, a "Renewal Term") commencing on September 1 of each year beginning in 2002 and expiring on August 31 of the following year, unless either party shall terminate the consultancy by delivering written notice to the other party no less than thirty (30) days prior to the commencement of the then-pending Renewal Term (in which event the consultancy shall terminate at the expiration of the then-current Extension Term or Renewal Term). 2.) Fixed Compensation. During the Extension Term and any Renewal Term, 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 Letter Agreement and Amendment Nos. 1, 2, 3, 4, 5 and 6. In witness whereof, the parties have executed this Amendment No. 7 as of August 31, 2001. Orchard Capital Corporation MAI Systems Corporation By: _______________________________ By: _____________________________ Richard S. Ressler W. Brian Kretzmer President Chief Executive Officer 2