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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, 10960 Wilshire Blvd., Suite 500, Los Angeles, California
90024 ("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.       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/ Richard S. Ressler                  By: /s/ William Brian Kretzmer
    --------------------------------             -------------------------------
          Richard S. Ressler                         W. Brian Kretzmer
          President                                  Chief Executive Officer