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                                                                   EXHIBIT 10.19


                  AMENDMENT NUMBER TWO TO FORBEARANCE AGREEMENT

         THIS AMENDMENT NUMBER TWO TO FORBEARANCE AGREEMENT (this "Amendment")
is dated as of April 13, 2000, by and between MAI SYSTEMS CORPORATION., a
Delaware corporation ("MAI"), on the one hand, and CPI SECURITIES LP, a
California limited liability company, THE VALUE REALIZATION FUND, L.P., a
Delaware limited partnership, THE CANYON VALUE REALIZATION FUND (CAYMAN), LTD.,
a Cayman Islands corporation, and GRS PARTNERS II (collectively, the "Lenders"),
on the other hand. All capitalized terms not otherwise defined herein have the
meanings assigned in the Forbearance Agreement (as defined below).

                                 R E C I T A L S

         WHEREAS, MAI and Lenders are party to that certain Forbearance
Agreement dated as of October 28, 1999, as amended by an Amendment Number One
dated February 14, 2000 (collectively the "Forbearance Agreement") which
provides, among other things, that Lenders would not enforce for a certain
period of time certain rights and remedies available to Lenders under the Note
Purchase Agreement and the Notes;

         WHEREAS, such forbearance period is set to expire on May 1, 2000; and

         WHEREAS, MAI has requested that Lenders enter into this Amendment in
order to provide MAI with additional time to make the Interest Payments which,
in the absence of this Amendment, would be in default on or before May 1, 2000;

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth in this Amendment, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

                                A M E N D M E N T

         1. Forbearance Period. Section 2.1 of the Forbearance Agreement is
hereby amended to provide that the Forbearance Period shall continue until the
earlier to occur of (a) the date of the termination of the Forbearance Period by
Lenders or otherwise pursuant to Section 2.2 of the Forbearance Agreement of
October 28, 1999 and (b) April 1, 2001.

         2. Covenants. In consideration of Lenders' execution of this Amendment,
MAI covenants and agrees:

                  (a) to pay, on or before the April 21, 2000, Lenders' actual
attorney's fees incurred in the preparation, negotiation and execution of this
Amendment of $1,500 (the "Fees").

                  (b) to continue to pay $12,500 to Lenders on a weekly basis,
as partial repayment of the Obligations, on the first Monday of every week, in
each case by wire transfer


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of immediately available funds to the account previously designated by Lenders
in writing to MAI.

                  (c) after the existing term bridge loan in favor of Coast in
an approximate principal amount as of April 13, 2000 of $1,075,000 (the "Coast
Bridge Loan") is repaid in full, MAI agrees to and shall pay to the Lenders
$25,000 per week on the first Monday of every week until the Obligations have
been brought current in accordance with the original Note Purchase Agreement
dated as of March 3, 1997, without regard to the Forbearance Agreements.

                  (d) once the Obligations are brought current, MAI shall make
weekly payments of interest on the Obligations at the rate called for in the
Note Purchase Agreement (approximately $11,106 per week), and all scheduled
payments of principal, until such Obligations have been repaid in full in
accordance with their terms; provided, however, that MAI agrees that the
maturity of the Obligations shall restated to March 3, 2003, and that Canyon is
authorized to mark the Notes accordingly.

                  (e) All such payments shall be applied as specified in the
Note Purchase Agreement and the Notes.

                  (f) MAI covenants not to increase or reborrow any amounts due
to Coast on the Coast Bridge Loan, to pay down the Coast Bridge Loan as promptly
as possible, and to not permit the amounts owed on the revolving loan facility
in favor of Coast to exceed $3,360,000 at any time. Furthermore, as soon as all
amounts owed to Coast are repaid in full, MAI shall cause the release of the
liens and security interests securing the Coast Bridge Loan and the Coast
revolving facility (collectively the "Coast Loans"), and may not refinance or
replace the Coast Loans with any facility that would be senior or pari-pasu to
the Obligations, or grant any new or additional security interests or liens to
any person on the collateral now securing the Obligations.

                  (g) If MAI fails to comply with the foregoing covenants, such
failure shall constitute an Event of Default under the Note Purchase Agreement.

         3. Representations and Warranties. MAI hereby represents and warrants
to Lenders that, as of the date of this Amendment:

                  3.1 All of MAI's representations and warranties contained in
         this Amendment, the Forbearance Agreement and the Note Purchase
         Agreement are true and correct on and as of the date hereof, as if then
         made (other than representations and warranties which expressly related
         to an earlier date);

                  3.2 No Default or Event of Default (as such terms are defined
         in the Note Purchase Agreement) has occurred or is continuing.

                  3.3 The execution and delivery of this Amendment by MAI and
         the performance of the transactions contemplated hereby (a) are within
         MAI's corporate


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         power, (b) have been duly authorized by all necessary or proper
         corporate and shareholder action, (c) when duly executed and delivered
         by MAI, shall constitute the legal, valid and binding obligation of MAI
         enforceable against MAI in accordance with its terms, and (d) have been
         consented to by Coast.

                           3.4 If any of the foregoing representations is untrue
         or incorrect in any material respect, such untruthfulness or inaccuracy
         shall constitute an Event of Default under the Note Purchase Agreement.

         4. Waiver. In connection with this Amendment, and in consideration of
the performance and performance by MAI of all of its agreements herein, Canyon
hereby waives all Events of Defaults existing on the date hereof.

         5. Effective Date. This Amendment shall become effective as of the date
first written above upon Lender's receipt of a counterpart hereof executed by
MAI.

         6. This Amendment shall be limited solely to the matters expressly set
forth herein and shall not (i) constitute an amendment or waiver of any term of
the Forbearance Agreement other than the provisions thereof which are
specifically and explicitly amended hereby, (ii) constitute an amendment or
waiver of any term or condition of the Note Purchase Agreement, the Notes or the
Security Agreement, (iii) prejudice any right or rights which Lenders may now
have or may have in the future under or in connection with the Note Purchase
Agreement, the Notes or the Security Agreement, (iv) require Lenders to agree to
a similar transaction on a future occasion or (v) create any rights herein to
another person, entity or other beneficiary or otherwise, except to the extent
specifically provided herein.

         7. Release.

                  7.1 MAI acknowledges that Lenders would not enter into this
         Amendment without MAI's assurance that MAI has no claim against any of
         Lenders, their parents companies, subsidiaries, affiliates, officers,
         directors, shareholders, employees, attorneys, agents, professionals
         and servants, or any of their respective predecessors, successors,
         heirs and assigns (collectively, the "Lender Parties" and each, a
         "Lender Party"). MAI, for itself and on behalf of its officers and
         directors, and its respective predecessors, successors and assigns
         (collectively, the "Releasors") releases each Lender Party from any
         known or unknown claims which MAI now has against any Lender Party of
         any nature, including any claims that any Releasor, or any Releasor's
         successors, counsel and advisors may in the future discover they would
         have had now if they had known facts not now known to them, whether
         founded in contract, in tort or pursuant to any other theory of
         liability, including but not limited to any claims arising out of or
         related to the Loan Documents or the transactions contemplated thereby.
         MAI, FOR ITSELF AND ON BEHALF OF EACH RELEASOR, WAIVES THE PROVISIONS
         OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATE:

                  A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR
                  DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF
                  EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE
                  MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.


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                  7.2 The provisions, waivers and releases set forth in this
         section are binding upon each Releasor. The provisions, waivers and
         releases of this section shall inure to the benefit of each Lender
         Party.

                  7.3 The provisions of this section shall survive payment in
         full of the Obligations, full performance of all of the terms of this
         Amendment, the Note Purchase Agreement, the Notes, and the Security
         Agreement and/or any action by Lenders to exercise any remedy available
         under such documents, applicable law or otherwise.

                  7.4 MAI warrants and represents that it is the sole and lawful
         owner of all right, title and interest in and to all of the claims
         released hereby and MAI has not heretofore voluntarily, by operation of
         law or otherwise, assigned or transferred or purported to assign or
         transfer to any person any such claim or any portion thereof. MAI shall
         indemnify and hold harmless each Lender Party from and against any
         claim, demand, damage, debt, liability (including payment of reasonable
         attorneys' fees and costs actually incurred whether or not litigation
         is commenced) based on or arising out of any such assignment or
         transfer.

         8. Miscellaneous. The headings herein are for convenience of reference
only and shall not alter or otherwise affect the meaning hereof. No amendment,
modification, termination or waiver of any provision of this Amendment, or any
consent to any departure by MAI therefrom, shall in any event be effective
unless the same shall be in writing and signed by all of the Lenders. Any waiver
or consent shall be effective only in the specific instance and for the specific
purpose for which it was given.

         9. Sole Benefit of Parties. This Amendment is solely for the benefit of
the parties hereto and their respective successors and assigns, and no other
person or entity shall have any right, benefit or interest under or because of
the existence of this Amendment.

         10. Further Assurances. MAI and Lenders shall execute such documents
and perform such further acts as may be reasonably required or desirable to
carry out the provisions of this Amendment and the Security Agreement.

         11. Counterparts. This Amendment may be executed in any number of
separate counterparts, each of which shall collectively and separately
constitute one agreement.

         12. GOVERNING LAW. THIS AGREEMENT, AND ALL MATTERS OF CONSTRUCTION,
VALIDITY AND PERFORMANCE HEREOF, SHALL BE GOVERNED BY, AND CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA APPLICABLE TO
CONTRACTS MADE AND PERFORMED IN THAT STATE AND ANY APPLICABLE LAWS OF THE UNITED
STATES OF AMERICA.

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         IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first above written.


MAI SYSTEMS CORPORATION


By:
   -----------------------------------
Name:
Title:


GRS PARTNERS II

By: Grosvenor Capital Management, L.P.,
    its Administrator

By: GCM, L.L.C.,
    its general partner

By: Grosvenor Holdings, L.L.C.


By:
   -----------------------------------
Name:
Title:


THE VALUE REALIZATION FUND, L.P.


By: Canpartners Investments III, L.P.,
    its general partner

By: Canyon Capital Advisors LLC,
    its general partner


By:
   -----------------------------------
Name:
Title:  Managing Director


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THE CANYON VALUE REALIZATION FUND (CAYMAN), LTD.

By: MeesPierson (Cayman) Limited,
    its Administrator


By:
   ------------------------------------
Name:
Title:


CPI SECURITIES LP

By: Canpartners Incorporated,
    its general partner


By:
   ------------------------------------
Name:
Title:


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