EXHIBIT 10.1



[**CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS OF THIS 
   DOCUMENT]


                                LICENSE AGREEMENT




     This LICENSE AGREEMENT ("Agreement") is made and entered into as of the 1st
day of October, 1996 by and between MAI Systems Corporation, 9600 Jeronimo Road,
Irvine,  California  92718  ("MAI") and  Christian  Rivadalla  d/b/a  Enterprise
Hospitality  Solutions,  with a place of business  located at 1600 West Chandler
Boulevard, Suite 260, Chandler, Arizona 85224 ("Licensor") with reference to the
following facts:

     WHEREAS,  Licensor  possesses  certain  rights  in a  suite  of  commercial
computer programs sometimes referred to as a "Hospitality Suite"; and

     WHEREAS, MAI desires to acquire an exclusive license to reproduce,  market,
distribute and otherwise exploit such software.

     NOW, THEREFORE,  in consideration of the covenants and agreements contained
herein, MAI and Licensor hereby agree as follows:

     1 DEFINITIONS

     1.1  "Derivative  Work"  shall  mean,  with  respect  to any  program,  any
derivative  work (as that term is defined in the Copyright Act of 1976) in whole
or part based on, such program.

     1.2  "Documentation"  shall mean,  with  respect to any version of Licensed
Software supplied to MAI hereunder,  Licensor's standard  documentation for such
version  of  Licensed  Software  sufficient  to  enable  a user  to  use  and to
understand  fully  the  use  and  operations  of such  version  of the  Licensed
Software.

     1.3 "Effective Date" shall mean October 1, 1996.

     1.4  "Licensed  Software"  means the  software  identified  in Exhibit  "A"
attached  hereto,  including all  currently  existing  versions  thereof and all
future versions, Derivative Works, enhancements,  modifications and improvements
thereof   created   by   or   under   the   authority   of   Licensor   or   any
successor-in-interest  to Licensor, and any other software developed by Licensor
for the hotel, resort,  hospitality, or gaming industries, but not including the
Excluded  Software  identified  in Exhibit  "A". 1.5 "Net  Revenues"  shall mean
amounts  received by MAI in connection  with the marketing,  licensing,  sale or
other commercial  exploitation of the Licensed Software,  less (i) returns,  and
(ii) any  federal,  state or foreign  sales,  excise,  or other taxes or tariffs
imposed  on the  licensing,  manufacture  and/or  distribution  of the  Licensed
Software (not including taxes on net income).

                                  EX 10.1 - 1

<PAGE>
                                                                   EXHIBIT 10.1


     1.6 "Minimum Royalty  Commencement Date" shall mean the date upon which the
event described in paragraph 3 of Exhibit "D" occurs.

     1.7 "Source Materials" means, with respect to any program,  any source code
and related source documentation.

       2     DELIVERABLES

     2.1 Object Code.  Licensor shall supply MAI upon execution hereof a copy of
object code for the current  version of the Licensed  Software and a copy of any
related Documentation, in a format and on media mutually agreed upon by Licensor
and MAI. If at any time during the term of this Agreement,  Licensor creates any
enhancements,  modifications,  revisions,  improvements or updates to any of the
Licensed Software or Documentation, Licensor will promptly supply an object code
copy of any such Licensed  Software and a copy of any related  Documentation  to
MAI,  including alpha versions,  beta versions and commercial  release versions.
Without limiting the foregoing, such versions shall be provided to MAI not later
than the date any such  version is provided  by Licensor to any other  preferred
customer or licensee of Licensor.

     2.2 Source  Code and Source  Code  Escrow.  Notwithstanding  that it is the
intention of the parties that Licensor shall provide further  development on the
Licensed  Software as  required,  and without  limiting  Licensor's  development
obligations  as set  forth in  Section  8.3  hereof,  MAI shall  have  access to
Licensor's  computer on which resides the source code for the current version of
the  Licensed  Software  and  such  versions  of the  Licensed  Software  as are
developed  pursuant to this Agreement.  MAI's access to the source code shall be
limited only by industry-standard procedures for source code control, and MAI is
authorized  to maintain a copy of the source code for the  Licensed  Software at
its  facilities.  MAI shall have the right  during the term of the  Agreement to
make any use of the source code not  otherwise  inconsistent  with the terms and
conditions set forth herein.  Further,  Licensor will deliver to Data Securities
International,  Inc. or another  independent  third party escrow agent  mutually
agreed upon by Licensor  and MAI copies of all  technical  materials  reasonably
required  for MAI to  support,  maintain  and  enhance  the  Licensed  Software,
including  without  limitation  the full and complete  Source  Materials for the
Licensed  Software.  Licensor shall deliver  updated  escrow  materials into the
escrow  whenever there is a material or substantial  improvement to the Licensed
Software,  and in any event  whenever an updated or revised  commercial  release
version of the Licensed Software is provided to MAI. MAI shall have the right to
obtain from the escrow agent all escrow  materials  deposited in the escrow upon
the occurrence of any of the following events: (i) a material breach by Licensor
of this Agreement  which remains  uncured for a period of thirty (30) days after
written notice thereof;  (ii) the filing by or against  Licensor of a proceeding
under any bankruptcy or similar law, unless such proceeding is dismissed  within
thirty (30) days from the date of filing;  (iii) any rejection or termination of
this  Agreement  by Licensor or its  successors  or  representatives,  including
without  limitation  any  rejection  or  termination  of this  Agreement  or any
proposal to do so under Title 11 of the United States Code,  as now  constituted

                                  EX 10.1 - 2
<PAGE>
                                                                   EXHIBIT 10.1


or  hereafter  amended  or any other  federal or state  bankruptcy,  insolvency,
receivership,  or similar law; (iv) failure of a trustee,  including Licensor as
debtor in  possession,  in any  bankruptcy  case  hereafter  filed by or against
Licensor  either to assume  this  Agreement  within  thirty  (30) days after the
filing of the initial  bankruptcy  petition or to perform this Agreement  within
the meaning of Section  365(a)(4)(i) of the Bankruptcy Code; (v) the termination
of all or substantially all of Licensor's ongoing business  operations  relating
to the subject of this Agreement;  or (vi) any  liquidation of Licensor,  or any
sale,  assignment,  or  foreclosure of or upon assets that are necessary for the
performance by Licensor of its  responsibilities  under this  Agreement.  In the
event that  Licensor or its  successors or  representatives  reject or terminate
this Agreement,  including as  contemplated  under Section 365 of the Bankruptcy
Code, it is acknowledged  that this Agreement  contemplates  the manner in which
MAI may  retain  its  rights  in the  Licensed  Software,  including  associated
intellectual property rights, if MAI chooses to do so in accordance with Section
365(n) of the Bankruptcy Code. Any escrow  agreement  entered into to effectuate
the  provisions  of this  Section  2.2 is  intended  and shall be  construed  to
constitute a contract  supplementary  to this  Agreement for purposes of Section
365(n).

                                
  
     3     EXCLUSIVE LICENSE

     General.  On the terms and  conditions  set forth herein,  Licensor  hereby
grants to MAI a worldwide license (a) to use, reproduce,  distribute,  transmit,
publicly perform,  publicly display, market, sell, license and otherwise exploit
the Licensed  Software and  Documentation  in any manner  whatsoever  and in and
though any and all media and methods  now known or  hereafter  invented,  (b) to
modify and create  Derivative Works based on the  Documentation  and to exercise
any and all of the foregoing  rights with respect to such  Derivative  Works and
(c) to create  Derivative  Works based on the Licensed  Software and to exercise
any and all of the foregoing rights with respect to such Derivative  Works. Such
license rights shall be exclusive,  except to the extent of Licensor's  retained
rights  specified in Section  3.2.  MAI shall  provide one employee who shall be
trained  by  Licensor  as to  Licensor's  programming  standards  and only  such
employee (or other  trained by such  employee  and  approved by Licensor,  which
approval  shall not be  unreasonably  withheld)  shall have access to Licensor's
core code.

     3.2 Retention of Rights by Licensor. Notwithstanding the grant of rights to
MAI as set forth in Section 3.1,  Licensor  will retain the  exclusive  right to
reproduce  and  distribute  copies of the Licensed  Software  and  Documentation
solely to the retained customers of Licensor  identified in Section 2 of Exhibit
"B".

     3.3 Trademarks. Licensor hereby grants to MAI the right to use any title or
trademark  which  Licensor uses to identify the Licensed  Software in connection
with MAI's marketing, distribution and exploitation of the Licensed Software and
Documentation, provided that MAI shall not be obligated to use any such title or
trademark  and may elect in its sole  discretion  to use whatever  trademarks or
titles MAI may select to identify the Licensed Software.

                                  EX 10.1 - 3
<PAGE>

                                                                   EXHIBIT 10.1

[**CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS OF THIS 
   DOCUMENT]

     3.4 No  Obligation to Distribute  Updated  Versions.  Although the Licensed
Software  includes  all  future  versions,   Derivative   Works,   enhancements,
modifications  and improvements to the current version of the Licensed  Software
created by or under the  authority of Licensor or any  successor-in-interest  to
Licensor,  MAI shall have no obligation to distribute any such future  versions,
and MAI shall  determine in its sole  discretion what version(s) of the Licensed
Software it will distribute and exploit.

     3.5 Ownership of Licensed Software.  As between MAI and Licensor,  Licensor
shall, except to the extent of MAI's rights under this Agreement,  own all title
and proprietary  rights,  including without limitation  copyrights,  patents and
trade secret rights, in the Licensed Software and Documentation.

       [**]

       5     LICENSOR SALES SUPPORT

     Upon MAI's request, Licensor will provide reasonable support and assistance
to MAI in  connection  with  promoting  and  marketing  the  Licensed  Software,
including  providing  up to five (5) days per month  making joint sales calls on
selected  potential  customers.  Licensor will participate in trade shows and at
speaking  engagements  as shall be reasonably  required for the promotion of the
Licensed  Software.  Licensor shall be reimbursed for its reasonable  travel and
lodging  expenses  incurred in the  performance  of its  obligations  under this
Section, provided that they are approved in advance.

       6     LICENSOR WARRANTIES AND INDEMNIFICATIONS

     6.1 No  Obligations  or  Restrictions.  Licensor  warrants,  represents and
agrees  that (i)  Licensor  is  under no  obligation  or  restriction,  nor will
Licensor assume any such  obligation or  restriction,  that does or would in any
way  interfere  or conflict  with,  or that does or would  present a conflict of
interest concerning, the performance to be rendered by Licensor hereunder or the
rights and license granted MAI hereunder; (ii) MAI shall be entitled to exercise
and enjoy the benefit of its rights in the Licensed Software,  the Documentation

                                  EX 10.1 - 4
<PAGE>
                                                                   EXHIBIT 10.1


and the  license  herein  granted to MAI;  and (iii) the  exercise by MAI of its
rights in the  Licensed  Software and the  Documentation  shall not be adversely
affected, interrupted or disturbed by Licensor or any person or entity asserting
a claim  under or through  Licensor  or as a result of any  action by  Licensor.
Notwithstanding the foregoing, the MAI acknowledges that Licensor has heretofore
granted an  exclusive  territorial  license to the  Licensed  Software for Asia.
Licensor  shall exercise its best  commercial  efforts to terminate said license
but in the event that it is unable to effect such termination, MAI's sole remedy
shall be to reduce the payment  required  under Section 9.1 by Two Hundred Fifty
Thousand Dollars  (US$250,000) if at any time during the term of the license (a)
MAI is restrained or enjoined from  exploiting the Licensed  Software in Asia or
(b) Harbans  Singh or any entity with which he is  affiliated  is  permitted  to
market the Licensed  Software in Asia.  MAI shall be entitled to deduct from the
payments  next due to Licensor  the sum of Two Hundred  Fifty  Thousand  Dollars
(US$250,000) upon the occurrence of (a) or (b) above.

     6.2 Ownership. Licensor warrants, represents and agrees with respect to the
Licensed Software and  Documentation and materials  provided to MAI by Licensor,
that (i)  Licensor  has full and  sufficient  right to grant the  rights  and/or
license  granted to MAI hereunder free of all liens,  claims,  encumbrances  and
other restrictions; and (ii) the Licensed Software and Documentation,  including
all  preexisting  works  used  or  incorporated  in  the  Licensed  Software  or
Documentation,  does not  infringe  any patent,  copyright,  trademark  or other
intellectual  property rights (including trade secrets),  privacy,  publicity or
similar rights of any third party, nor has any claim (whether or not embodied in
an action,  past or present) of such  infringement  been threatened or asserted,
and no such claim is pending against  Licensor or, insofar as Licensor is aware,
against any third party.

     6.3 No Code Designed To Damage.  Licensor  represents,  warrants and agrees
that to the best of Licensor's knowledge the Licensed Software shall not contain
any code,  programming  instruction or set of instructions that is intentionally
constructed  with the ability to damage,  interfere with or otherwise  adversely
affect computer programs, data files, or hardware without the consent and intent
of the computer  user,  including  without  limitation  code such as  "viruses,"
"Trojan  horses,"   "bombs,"   "worms,"  or  similar   disabling,   destructive,
self-replicating or paralyzing programs,  or programs that interfere with use of
the Licensed  Software by  locking-out  computer  users or requiring  the use of
passwords or other  mechanisms  that  inhibit  use, or programs  that disable or
interfere with use of the Licensed Software after the expiration of a designated
period of time.  Licensor shall promptly notify MAI of any Licensor knowledge or
suspicion of any such  problem  that might  affect the Licensed  Software or any
materials delivered to MAI by Licensor hereunder.

     6.4 Rights to  Third-Party  Materials.  Licensor  warrants,  represents and
agrees  that the  Licensed  Software  and  Documentation  do not and  shall  not
incorporate  or be derived  from any third  party  software  or other  materials
(collectively "Third-Party Materials") other than those described in Exhibit "C"
or as otherwise disclosed in writing to MAI by Licensor prior to delivery of any
applicable version of the Licensed Software,  and that Licensor has or will have

                                  EX 10.1 - 5
<PAGE>
                                                                   EXHIBIT 10.1


as of the date of delivery to Licensor sufficient  authority to grant to MAI the
rights and license provided hereunder with respect to any Third-Party  Materials
as incorporated in the Licensed Software or Documentation.

     6.5  Indemnification.  Licensor shall defend and/or handle at its sole cost
and expense,  and indemnify MAI and hold it harmless from any liabilities to any
third  parties  arising  out of,  and any costs and  expenses  of  defending  or
settling  (including  reasonable  attorneys'  fees), any claim that the Licensed
Software or the Documentation or any part thereof, or any exercise by MAI of any
rights  granted under this  Agreement,  infringes any copyright,  patent,  trade
secret or other  proprietary  right. MAI shall notify Licensor in writing of any
such claim promptly after MAI first learns thereof, shall tender sole control of
the defense and settlement of such claim to Licensor, and shall provide Licensor
with such  reasonable  assistance  and  cooperation  as Licensor may  reasonably
request  from  time  to  time  in  connection  with  such  defense.   Licensor's
indemnification obligations under this Section 6.5 shall not apply to the extent
of that  portion of any  liabilities  that arise from MAI'  modification  of the
Licensed  Software or the Documentation or MAI' combination of any such material
with or into any other programs,  data,  devices,  components or applications to
the extent that portion of the liabilities  would not have been incurred but for
such modification or combination.

     6.6  Additional  Remedies.  If the Licensed  Software or the  Documentation
becomes the subject of any claim or action  subject to Section 6.5 and the right
of MAI to use or distribute  Licensed Software or the Documentation as permitted
hereunder  is  enjoined,  either  preliminarily  or  permanently,  then  without
limiting  any of MAI's other rights or  remedies,  Licensor  will at its expense
immediately  do whichever of the  following can be  accomplished  with the least
delay,  disruption  and adverse  impact on the operation of MAI: (i) procure for
MAI the right to continue using and distributing same as contemplated hereunder;
(ii) modify same to render same non-infringing  (provided such modification does
not adversely affect the functionality or performance of the Licensed Software);
or (iii)  replace same with equally  suitable,  functionally  equivalent,  fully
compatible, non-infringing materials.

     6.7  Performance  Warranties.  Alpha  and  beta  versions  of the  Licensed
Software will be provided to MAI AS-IS. Licensor warrants, represents and agrees
that any commercially  released version of the Licensed Software provided to MAI
hereunder will perform  substantially in accordance with the  Documentation  for
such Licensed  Software,  and Licensor agrees to use its best efforts to correct
any  non-conformity  between the  Licensed  Software  and its  Documentation  (a
"Specification Non-Conformity"). Without limiting the foregoing, Licensor agrees
to grant to MAI a  warranty  no less  favorable  than that  granted to any other
preferred  customer  or  licensee  of  Licensor  with  respect  to the  Licensed
Software.


     6.8 Disclaimer. EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, LICENSOR
MAKES NO OTHER  WARRANTIES  WITH  RESPECT TO THE LICENSED  SOFTWARE,  EXPRESS OR
IMPLIED,  INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE.

                                  EX 10.1 - 6

<PAGE>
                                                                   EXHIBIT 10.1




       7     MAI REPRESENTATION AND INDEMNIFICATION

     7.1  Obligation to Promote the Licensed  Software.  So long as the Licensed
Software contain features and functionality which make it reasonably  comparable
with other hospitality industry information management products available in the
marketplace, MAI shall use commercially reasonable efforts commensurate with the
revenue and profit  potential  of the  Licensed  Software to market the Licensed
Software.  Licensor  acknowledges  that there is no assurance  that the Licensed
Software  will  be  successfully   introduced  in  the  marketplace,   that  the
marketplace for products with the features and  functionality  comparable to the
Licensed  Software is highly  competitive  and the other  products  with similar
features and  functionality  may be  introduced by MAI's  competitors  which may
negatively impact the prospects for the Licensed Software.

     7.2  Indemnification.  MAI shall defend and/or handle at its sole costs and
expense, and indemnify Licensor and hold it harmless from any liabilities to any
third parties  arising out of, and any costs and expenses  defending or settling
(including  reasonable  attorneys' fees), and claim based on any allegedly false
representation  regarding the Licensed Software made by any agent or employee of
MAI not  substantiated  by the  specifications  set forth in the  Documentation.
Licensor  shall notify MAI in writing of any such claim  promptly after Licensor
first learns thereof, shall tender sole control of the defense and settlement of
such claim to MAI, and shall  provide MAI with such  reasonable  assistance  and
cooperation as MAI may reasonably  request from time to time in connection  with
such defense.

       8     TRAINING, SUPPORT, MAINTENANCE AND ON-GOING
             DEVELOPMENT AND CUSTOMIZATION SERVICES

     8.1 Training. Upon MAI' request,  Licensor shall make available at mutually
agreed  times at an MAI  facility one or more  qualified  Licensor  employees to
provide  training to personnel of MAI. Except as may be otherwise  agreed by the
parties in writing,  MAI shall pay for such training services at Licensor's then
standard  rates for time,  materials and related  charges.  Notwithstanding  the
foregoing,  MAI  agrees to  engage as an  employee  or  consultant  at least one
qualified  trainer  of the  Licensed  Software  and  Licensor  agrees  that  the
recruitment and engagement of such person, if an employee of Licensor, shall not
give rise to any cause of action by Licensor against MAI.

     8.2 Support and Maintenance. Licensor shall provide MAI and MAI's customers
support and  maintenance  services for the Licensed  Software no less  extensive
than the support and maintenance  services provided to any preferred customer of
Licensor.  Without  limiting  the  foregoing,  Licensor  shall  provide MAI with
telephonic consultation and support,  expedited response times and correction of
critical  Specification  Non-Conformities  that  materially  impact  use  of the
 
                                 EX 10.1 - 7
<PAGE>
                                                                   EXHIBIT 10.1

[**CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS OF THIS 
   DOCUMENT]

Licensed  Software  and  reasonable  response  times  and  corrections  for less
critical  Specification  Non-Conformities  and copies of diagnostic  and support
materials made available to its preferred  customers,  and Licensor shall answer
MAI's reasonable inquiries relating to characteristics,  operation, installation
and  performance  of the Licensed  Software.  MAI shall provide first and second
level  support to End Users.  Licensor  shall provide third level support to End
Users.  Licensor  shall advise MAI if it believes its third level support burden
is  excessive  and the parties will  negotiate a solution in good faith.  If MAI
encounters a customer  technical support problem which MAI is unable to resolve,
Licensor  will  provide  reasonable  assistance  in  attempting  to resolve such
problem,  which  may  include  including  contacting  and/or  dialing  into  the
customer, as appropriate.

     8.3 Development  Requirements.  As further  consideration for the royalties
paid and  payable  to  Licensor  hereunder,  during  the term of the  Agreement,
Licensor shall  participate in MAI's product planning meetings and shall utilize
its best efforts to provide  revisions and enhancements to the Licensed Software
which  meet the  specifications  determined  at such  planning  sessions,  or as
otherwise  reasonably  requested by MAI.  Further,  Licensor  shall provide such
customization  services as MAI shall  require for its  licensees.  In connection
with  such   customization   services,   MAI  shall   deliver  to  Licensor  the
customization  specifications  and Licensor shall respond with the cost for such
customizations.  MAI shall then advise  Licensor  whether or not to provide such
customization.  In the event that such customization is provided,  MAI shall pay
Licensor  directly for such  customization  and shall  deduct the  customization
charge from the Net Revenues  received from its customer in connection  with the
customized   Licensed   Software.   If  MAI   subsequently   licenses  the  same
customization   to  another   customer,   the  revenues   attributable  to  such
customization  shall be included in Net Revenues.  MAI shall  further  reimburse
Licensor for its reasonable  travel and lodging  expenses  incurred in attending
the planning meetings.

       9     PAYMENTS AND ROYALTIES

     In consideration of the rights and licensed granted to MAI by Licensor, and
subject to the terms and conditions set forth in this  Agreement,  MAI shall pay
Licensor the following consideration:

     9.1 License  Acquisition  Fee. MAI shall pay to licensor in cash (except as
provided in (e) below) the sum of [**] payable in installments as
follows:

     (a) [**]

     (b) [**] on the first to occur of (i)  completion of the first  installment
of the Licensed Software or (ii) December 31, 1996;

                                  EX 10.1 - 8
<PAGE>

                                                                    EXHIBIT 10.1


[**CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS OF THIS 
   DOCUMENT]


     (c) [**] on the last to occur of (i) April  30,  1997 or (ii) five (5) days
following attainment of the "4/30/97 Milestone" referred to in Exhibit "D";

     (d) [**] on the last to occur of (i)  September  30, 1997;  (ii) six months
from  occurrence of the "4/30/97  Milestone" or (iii) or five (5) days following
attainment of the "9/30/97 Milestone" referred to in Exhibit "D"; and

     (e) [**] in cash (or at the option of MAI, freely tradeable common stock of
MAI with a fair market  value on the date of delivery to Licensor) on the second
to occur of (i) seven months  following  attainment  of the "9/30/97  Milestone"
referred to in Exhibit "D" or (ii) April 30, 1998.

     9.2 Royalties.  Except as provided in Exhibit B MAI shall pay Licensor as a
royalty  a sum  equal  to the  greater  of  [**]  derived  from  the  marketing,
licensing,  sale or other commercial exploitation of the Licensed Software on or
after the Effective Date.  Notwithstanding  any other clauses of this Agreement,
no royalty payments shall be paid to Licensor  attributable to up to twelve (12)
copies of the Licensed  Software during each successive twelve (12) month period
commencing on the Effective Date distributed for  promotional,  demonstration or
evaluation purposes and for which MAI is not paid.

       10    ACCOUNTING

     10.1 Periodic  Statements.  Within sixty (60) days following the end of any
MAI fiscal  quarter for which this  license is in effect,  MAI shall  furnish to
Licensor  a  written  accounting  statement  regarding  the  Licensed  Software,
including  information  relating to the  calculation  of Net  Revenues  for that
quarter (the  "Royalty  Statements").  Delivery of each such  statement  for any
quarter shall be accompanied by payment of the  appropriate  amount of royalties
for such quarter. Payments shall be in U.S. funds.

     10.2 Audit Rights.  Upon at least  fifteen (15) days prior  written  notice
from Licensor to MAI and at  Licensor's  sole cost and expense,  Licensor  shall
have the  right,  not more often  than once per year,  to inspect  such of MAI's
business  books and records as may  reasonably be necessary for it to verify the
accuracy of any Royalty  Statement  rendered by MAI within the twenty-four  (24)
month period immediately preceding the date of the inspection. Except on account
of an act of fraud by MAI,  the  information  contained  in a Royalty  Statement
shall  be   conclusively   deemed  correct  and  binding  upon  Licensor  unless
specifically  challenged by written notice from Licensor within twenty-four (24)
months from the date such Royalty  Statement was delivered to it. Any inspection
of MAI's books and records  pursuant to this  Section 10.2 shall be conducted by
Licensor at MAI's premises and only during MAI's normal  business hours and in a
manner which does not unreasonably interfere with MAI's business operations.
Except o account of an act of fraud by MAI.

                                  EX 10.1 - 9
<PAGE>
                                                                    EXHIBIT 10.1


[**CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS OF THIS 
   DOCUMENT]





     10.3 No  Assurances.  Licensor  acknowledges  and  agrees  that there is no
assurance  that the Licensed  Software  will be  successfully  introduced in the
marketplace by MAI or that, if introduced,  the Licensed  Software will generate
revenues of any specific magnitude.  Except as provided in Section 7.1, Licensor
agrees  that MAI  shall  have the  right in its sole  discretion  at any time to
discontinue  marketing of the Licensed  Software at any time,  provided that MAI
agrees  that  during the  period  following  the  expiration  of the  fourteenth
consecutive MAI fiscal quarter commencing after the Minimum Royalty Commencement
Date, MAI will include the Licensed Software in its product offerings  available
for  order  from MAI so long as MAI  reasonably  determines  that  the  Licensed
Software continues to provide features and functionality comparable to competing
products.

       11    FAILURE TO MEET TARGETS

     11.1 Semi-Annual  Targets. In the event that, with respect to any period of
two consecutive MAI fiscal quarters beginning with the first fiscal quarter that
commences  following the Minimum Royalty  Commencement Date, the total royalties
payable by MAI to Licensor with respect to any such two quarter period  pursuant
to  Section  9.2 are less than [**], MAI shall have the right, but not the
obligation,  to make an additional payment (the "Semi-Annual Shortfall Payment")
to Licensor  concurrently  with the delivery of the last Royalty  Statement  for
such two-quarter  period equal to the difference  between [**] and the royalties
otherwise payable to Licensor with respect to such period.

     11.2 Annual  Targets.  In the event  that,  with  respect to the  following
periods of four consecutive MAI fiscal quarters,  the total royalties payable by
MAI to Licensor  with  respect to any such  period  (including  any  Semi-Annual
Shortfall  Payments) are less than the target  specified  (the  "Minimum  Annual
Target"),  MAI shall have the right,  but not the  obligation  to make a payment
(the "Annual Shortfall  Payment") to Licensor  concurrently with the delivery of
the last Royalty Statement for such four-quarter  period equal to the difference
between the applicable  Minimum Annual Target  specified below and the royalties
otherwise payable to Licensor with respect to such period:

                                  EX 10.1 - 10


<PAGE>
                                                                    EXHIBIT 10.1

[**CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS OF THIS 
   DOCUMENT]

Annual Period                                         Minimum Annual
Royalty Target

[**] MAI fiscal quarters
commencing after the Minimum
Royalty Commencement Date                             [**] 


[**] MAI fiscal quarters
commencing after the Minimum Royalty
Commencement Date                                     [**]

[**] MAI fiscal quarters
commencing after the Minimum Royalty
Commencement Date                                     [**]


     11.3  Consequences  of  Failure  To  Meet  Targets.  Any  such  Semi-Annual
Shortfall  Payment or Annual Shortfall Payment shall constitute an advance fully
recoupable from royalties otherwise payable to Licensor for subsequent quarterly
periods.  In the event the  total  royalties  payable  by MAI to  Licensor  with
respect to any such two-quarter period or four-quarter  period are less than the
Minimum Two-Quarter Target or the applicable Minimum Annual Target, and MAI does
not elect to make a Semi-Annual  Shortfall Payment or Annual Shortfall  Payment,
as applicable,  for such period,  Licensor shall have the right, as its sole and
exclusive  remedy,  to obtain a  non-exclusive  right to exercise  those  rights
granted to MAI pursuant to Section 3.1,  thereby  rendering MAI's rights to that
extent non-exclusive.

     11.4 Minimum Per Unit  Royalties.  Notwithstanding  anything  herein to the
contrary,  pursuant to Section 9.2 Licensor shall be paid not less than [**] per
property at which the Licensed  Software is installed.  Upon written notice from
either  party,  not more  frequently  than  once  annually,  the  parties  shall
negotiate in good faith modifications to the Minimum Per Unit Royalty.

     12 RIGHT OF FIRST REFUSAL ON CERTAIN PRODUCTS;  OPTION TO PURCHASE LICENSOR
SHARES

     12.1 Right of First Refusal. In the event that Licensor seeks to dispose of
its rights,  in whole or in part,  to any  software  product for use outside the
hotel, resort, hospitality or gaming industries, MAI shall have a right of first
refusal to acquire such right or rights on the same in terms and  conditions  as
such rights are offered to any third party. In the event that MAI does not agree
to such terms and  conditions  within sixty (60) days  following  written notice
from Licensor setting forth the terms and conditions,  Licensor shall be free to
convey such rights on such terms and conditions to a third party.

                                  EX 10.1 - 11
<PAGE>
                                                                    EXHIBIT 10.1






     12.2 Option to Acquire Support and Maintenance  Agreements.  MAI shall have
the right, but not the obligation, to acquire support and maintenance agreements
between Licensor and its licensees  pertaining to the Licensed Software.  In the
event that MAI exercises its option, Licensor shall assign to MAI, and MAI shall
assume from  Licensor all of the rights and  obligations  under such  agreements
(but MAI shall not assume  liability  for any claims,  asserted  or  unasserted,
against  Licensor  which may have  arisen on account of the  alleged  actions of
Licensor  prior to assignment  of the  agreement).  MAI shall  negotiate in good
faith  the  appropriate  royalty  for each  support  and  maintenance  agreement
acquired pursuant to this Section.

     12.3 Right of First  Negotiation  and Right of First Refusal.  In the event
that  Licensor  seeks to sell all or part of its  assets  or any  interest  in a
successor partnership, and seeks to sell a controlling interest in such entity),
Licensor  shall  first  negotiate  in good  faith  with MAI for the sale of such
assets (or interest) to MAI. If the parties are unable to reach agreement on the
terms  and  conditions  of such a sale,  Licensor  may  notify  MAI  that if any
agreement  is not  reached  within ten (10) days of the  effective  date of such
notice,  Licensor may enter into negotiations with a third party for the sale of
such assets of interest.  Prior to entering any agreement to sell all or part of
its assets, or any interest in a successor entity, Licensor shall have the right
to purchase such assets or interest on substantially the same economic terms and
conditions  set forth in any bona fide  offer made to  Licensor.  MAI shall have
thirty (30) days  following the effective  date of notice of such offer to elect
whether  or not to  exercise  the  rights  granted  herein,  and  shall  have an
additional  fifteen (15) days within which to complete such transaction.  If MAI
fails to timely  notify  Licensor of its  intention  to  purchase,  or to timely
complete the transaction, Licensor may complete the transaction. If the material
economic  terms of the  transaction  are  modified  following  MAI's  failure to
exercise its rights  hereunder,  Licensor shall renotice MAI of the transactions
and MAI shall have the same time  periods  within  which to exercise  the rights
granted herein.  Any transaction not completed within ninety (90) days after the
effective  date of MAI's failure to give notice of its intention to complete the
transaction shall be deemed to have been abandoned by Licensor.

     13 TERM AND TERMINATION

     Subject  to MAI's  rights as set forth in  Section  10.3,  the term of this
Agreement  shall  commence  on the date of this  Agreement  and  continue  until
terminated in accordance with any provision of this Agreement.

     14    DEFAULT

     14.1 Defined.  For purposes hereof,  a default by either party  ("Default")
shall be deemed to occur upon such party's  material  breach of this  Agreement,
which breach continues uncured for a period of thirty (30) days after receipt of
written notice thereof from the other party hereto.

                                  EX 10.1 - 12
<PAGE>
                                                                    EXHIBIT 10.1





     14.2 Remedies. Upon any Default, either party shall have the right, without
limiting any of its other  rights or remedies  hereunder or at law or in equity,
to seek  recovery of all  damages to which it may be entitled  and to pursue its
other  rights and  remedies.  The parties  hereby  expressly  waive any right to
injunctive or other equitable relief,  whether based on statute,  common law, or
otherwise, arising out of any alleged Default by the other, and agree that their
sole and exclusive  remedy in the event of any Default by MAI shall be an action
at law for damages.

     15 ACTUAL DAMAGES

     The  liability  of  either  party  under  this  Agreement  for  any  reason
whatsoever,  including,  but not limited to  negligence,  will be limited to the
amount of actual  damages  suffered  by the other  party,  and EXCEPT FOR CLAIMS
ARISING  UNDER  SECTIONS 6 OR 7,  NEITHER  PARTY WILL BE LIABLE TO THE OTHER FOR
INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, WHETHER OR NOT SUCH PARTY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

     16 MISCELLANEOUS

     16.1 Notices. All notices or other communications  required hereunder shall
be in writing and delivered personally or sent by certified mail, return receipt
requested,  by  facsimile  machine,  or by a  reputable  courier  service to the
parties at the  addresses  set forth on the first page of this  Agreement  or at
such other  addresses  as shall be  designated  in writing  from time to time by
either  party to the other in  accordance  with this Section  16.1.  Such notice
shall be effective on the third  business day following  deposit  thereof in the
mail or with  any  courier,  provided  that it shall  be  effective  on the next
business day  following  any such deposit for  next-day  delivery,  and shall be
effective upon receipt if delivered personally or via facsimile.

     16.2 Agreement.  This Agreement  constitutes the entire  understanding  and
agreement between Licensor and MAI with respect to the transactions contemplated
herein  and  supersedes  any and all prior or  contemporaneous  oral or  written
communications  with  respect  to the  subject  matter  hereof  (other  than any
contemporaneous maintenance agreement executed by the parties), all of which are
merged herein.  There being no expectations to the contrary  between the parties
hereto, no usage of trade or other regular practice or method of dealing between
the parties  hereto shall be used to modify,  interpret,  supplement or alter in
any manner any express  terms of this  Agreement.  This  Agreement  shall not be
modified,  amended  or in any way  altered  except by an  instrument  in writing
signed  by an  authorized  representative  of  Licensor  and  by  an  authorized
representative  of MAI.  Except  as  specifically  provided  herein,  no  remedy
available to either party hereunder or relating hereto shall be exclusive of any
other remedy, and each and every such remedy shall be cumulative and shall be in
addition to every other remedy given  hereunder or now or hereafter  existing at
law or in equity or by statute or otherwise.  No waiver of any provision of this
Agreement  or any  rights or  obligations  of either  party  hereunder  shall be
effective,  except  pursuant  to a  written  instrument  signed  by the party or
parties waiving  compliance,  and any such waiver shall be effective only in the
specific instance and for the specific purpose stated in such writing.

                                  EX 10.1 - 13
<PAGE>
                                                                    EXHIBIT 10.1




     16.3  Force  Majeure.  Neither  party  shall be  responsible  for delays or
failures in performance  hereunder to the extent that such party was hindered in
its performance by any act of God, civil commotion,  labor dispute, or any other
occurrence beyond its reasonable control and without its fault or negligence.

     16.4 Law. This Agreement shall be construed and enforced in accordance with
the internal  laws of the State of  California  applicable  to contracts  wholly
executed and wholly to be performed therein.

     16.5  Survival.  The rights and  obligations of the parties under Section 6
shall survive any termination of the license or of this Agreement for any reason
whatsoever.

     16.6 No Joint Venture. Nothing contained herein shall be deemed to create a
joint venture or partnership or agency  relationship  between  Licensor and MAI.
Neither  party shall have the right or  authority  to, and each party shall not,
assume or create any obligation or responsibility, express or implied, on behalf
of or in the name of the  other  party or bind the  other  party in any  manner.
Nothing  set forth  herein  shall be deemed to confer  upon any person or entity
other than the parties  hereto a right of action either under this  Agreement or
in any manner whatsoever.

     16.7   Severability.   If  any   provision   hereof  is  found  invalid  or
unenforceable  pursuant to judicial  decree or decision,  the  remainder of this
Agreement shall remain valid and enforceable according to its terms.

     16.8 Section References. Any reference herein to a Section shall constitute
a reference to all sub-sections thereof.





                                  EX 10.1 - 14



<PAGE>
                                                                    EXHIBIT 10.1


     16.9  Assignment.  Neither  party shall assign its rights  hereunder to any
person,  firm or entity (other than a wholly-owned  subsidiary or a parent which
wholly owns such party) without the written consent of the other.

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



                                               ___________________________
MAI SYSTEMS CORPORATION                        By: /s/ Christian Rivadalla
                                                   President
By: /s/ George G. Bayz                             
    _____________________________

By: _____________________________


Title: President & COO



























                                  EX 10.1 - 15

<PAGE>
                                                                    EXHIBIT 10.1



                                   Exhibit "A"

                              The Licensed Software



     Excluded  Software.  Intranet property  management system for properties of
one hundred rooms or less.




























                                  EX 10.1 - 16


<PAGE>
                                                                    EXHIBIT 10.1



                                   Exhibit "B"


1.     Special Royalty Accounts

       For the following specifically enumerated accounts, the following royalty
rates shall apply:

       [**]

             Revenue Category                         Royalty

             Software License                         [**]
             Rollout and Professional Services        [**]
             On-Going Support                         [**]

2.     Retained Accounts

       MAI shall not market the Licensed  Software into the  following  accounts
without the advance written  consent of Licensor,  which may be withheld for any
reason whatsoever:

       [**]



                                  EX 10.1 - 17


<PAGE>
                                                                    EXHIBIT 10.1

                                      Exhibit "C"

                                  Third Party Materials































                                  EX 10.1 - 18



<PAGE>
                                                                    EXHIBIT 10.1


                                      Exhibit "D"


                                   Milestone Schedule



1.     [Description of [**] milestone ( 9.1(c))]

2.     [Description of [**] milestone ( 9.1(d))]

3.     [Description of milestone precedent to obligation to pay royalties [9.2]

     "Minimum Royalty  Commencement Date" shall be the first day of the calendar
year quarter following the attainment of the [**] Milestone."































                                  EX 10.1 - 19