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                                                                    EXHIBIT 10.7

                              FORBEARANCE AGREEMENT

         THIS FORBEARANCE AGREEMENT (this "Agreement") is dated as of October
28,1999, 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.

                                 R E C I T A L S

         WHEREAS, MAI and Lenders are party to that certain Note Purchase
Agreement dated as of March 3, 1997 (including all annexes, exhibits and
schedules thereto, as from time to time amended, restated, supplemented or
otherwise modified, the "Note Purchase Agreement") pursuant to which MAI has
issued to individual Lenders certain 11% Subordinated Notes due 2004 in the
aggregate principal amount of $6,000,000.00 (the "Notes");

         WHEREAS, MAI has failed to make certain interest payments (the
"Interest Payments") as required by the Notes and the Note Purchase Agreement
such that, pursuant to Article IV of the Note Purchase Agreement, an Event of
Default (the "Specified Event of Default") has occurred and is continuing which,
in the absence of this Agreement, would cause the principal and all accrued
interest under the Notes to become automatically and immediately due and
payable;

         WHEREAS, MAI has requested that Lenders enter into this Agreement in
order to provide MAI with additional time to make the Interest Payments which,
in the absence of this Agreement, would be currently due and payable; and

         WHEREAS, concurrently with the execution of this Agreement and in
consideration of Lenders' agreement to enter into this Agreement, MAI is
entering into a Security Agreement with Lenders (the "Security Agreement")
pursuant to which MAI is granting to Lenders a lien on substantially all of
MAI's assets to secure MAI's obligations under the Notes;

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

                                A G R E E M E N T

         1. Incorporation of Recitals; Acknowledgments. The recitals set forth
above by this reference thereto are hereby incorporated into this Agreement.
Without limiting the foregoing, MAI and Lenders hereby acknowledge and agree
that (a) the Specified Event of
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Default has occurred and is continuing under the terms of the Note Purchase
Agreement and (b) absent the effectiveness of this Agreement, Lenders have the
right to immediately enforce payment of all of MAI's obligations under the Notes
and the Note Purchase Agreement (the "Obligations").

         2. Agreement to Forbear.

         2.1 For the period (the "Forbearance Period") commencing on the
     Forbearance Effective Date (as defined in Section 5 below) and ending on
     the earlier to occur of (i) the date of the termination of the Forbearance
     Period by Lenders or otherwise pursuant to Section 2.2 below and (ii)
     December 31, 1999, Lenders hereby agree that they will not exercise those
     rights and remedies available to Lenders under the Note Purchase Agreement
     and the Notes to accelerate and/or immediately enforce payment in full of
     the Obligations or enforce payment of any part of the Obligations in
     advance of the date such Obligations shall be due and payable in accordance
     with the terms of the Note Purchase Agreement or the Notes.

         2.2 Upon the occurrence of any Event of Default under the Note Purchase
     Agreement other than the Specified Event of Default, the Forbearance Period
     shall immediately terminate without notice or demand of any kind. Upon the
     termination or expiration of the Forbearance Period, if at such time the
     outstanding amount of the Interest Payments (and interest accrued thereon
     at the interest rate designated in the Notes) is not paid in full, Lenders
     shall be entitled to exercise all of their rights and remedies under the
     Note Purchase Agreement, the Notes, the Security Agreement, and applicable
     law, including, without limitation, the right to declare all of the
     Obligations to be immediately due and payable and to enforce, pursuant to
     the Security Agreement, its liens on, and security interests in, the
     Collateral (as defined in the Security Agreement).

         3. Covenants. In consideration for Lenders' execution of this
Agreement, MAI agrees (i) to execute the Security Agreement and (ii) to pay, on
or before the Forbearance Effective Date, Lenders' actual attorney's fees
related in any way to the Specified Event of Default (including, without
limitation, those attorney's fees incurred in the preparation, negotiation and
execution of this Agreement and the Security Agreement) (the "Fees"). If MAI
fails to comply with the foregoing covenants, such failure shall constitute an
Event of Default under the Note Purchase Agreement, separate from the Specified
Event of Default.

         4. Representations and Warranties. MAI hereby represents and warrants
         to Lenders that, as of the Forbearance Effective Date:

                  4.1 All of MAI's representations and warranties contained in
         this Agreement and the Note Purchase Agreement are true and correct on
         and as of the Forbearance Effective Date, as if then made (other than
         representations and warranties which expressly related to an earlier
         date);
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                  4.2 Except for the Specified Event of Default, no Default or
         Event of Default (as such terms are defined in the Note Purchase
         Agreement) has occurred or is continuing.

                  4.3 The execution and delivery of this Agreement and the
         Security Agreement by MAI and the performance of the transactions
         contemplated thereby, (a) are within MAI's corporate power, (b) have
         been duly authorized by all necessary or proper corporate and
         shareholder action, (c) when duly executed and delivered by MAI, this
         Agreement shall constitute a legal, valid and binding obligation of MAI
         enforceable against MAI in accordance with its terms, and (d) have been
         consented to by Coast Business Credit, a division of Southern Pacific
         Bank.

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

         5. Effective Date. This Agreement shall become effective as of the date
first written above (the "Forbearance Effective Date") upon Lender's receipt of
(i) counterparts hereof executed by MAI and Lenders, (ii) indefeasible payment
of the Fees, (iii) MAI's execution and delivery of the Security Agreement and
the exhibits and schedules thereto, and (iv) MAI's execution and delivery of all
financing statements and other documents related to or required by the Security
Agreement.

         6. Reference to and Effect on the Loan Documents.

                  6.1 Upon the Forbearance Effective Date, each reference in the
         Note Purchase Agreement to "this Agreement", "hereunder", "hereof" or
         words of like import, and each reference in the Security Agreement or
         the Notes to the Note Purchase Agreement, shall mean and be a reference
         to the Note Purchase Agreement as supplemented hereby.

                  6.2 This Agreement shall be limited solely to the matters
         expressly set forth herein and shall not (i) constitute an amendment or
         waiver of any term or condition of the Note Purchase Agreement, the
         Notes or the Security Agreement, (ii) 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, (iii) require Lenders to agree to a similar transaction on a
         future occasion or (iv) create any rights herein to another person,
         entity or other beneficiary or otherwise, except to the extent
         specifically provided herein.

                  6.3 Except to the extent specifically provided in Section 2.1
         above, the respective provisions of the Note Purchase Agreement and the
         Notes shall not be amended, modified, waived, impaired or otherwise
         affected hereby, and such documents
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         and the Obligations under each of them are hereby confirmed as being in
         full force and effect.

         7. Release.

                  7.1 MAI acknowledges that Lenders would not enter into this
         Agreement 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.

                  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
         Agreement, 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
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         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 Agreement, 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 Agreement 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 Agreement.

        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 Agreement and the Security Agreement.

        11. Counterparts. This Agreement 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 Agreement as of the
date first above written.

MAI SYSTEMS CORPORATION


By: /s/ William Brian Kretzmer
   ---------------------------

Name: William Brian Kretzmer

Title: CEO/CFO


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: