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                                                                    EXHIBIT 10.1


     THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1993 AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT
WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH
SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT
RELATING THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED.

     THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD,
TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF FOR A PERIOD OF 90 DAYS AFTER THE
DATE OF THIS CERTIFICATE, AND THEREAFTER MAY NOT BE SOLD, TRANSFERRED, PLEDGED
OR OTHERWISE DISPOSED OF IN WHOLE OR IN PART, DIRECTLY OR INDIRECTORY IN THE
UNITED SATES OF AMERICA, ITS TERRITORIES OR POSSESSIONS, OR TO A CITIZEN,
NATIONAL OR RESIDENT OF, OR AN ENTITY ORGANIZED OR CHARTERED UNDER THE LAWS OF,
OR RESIDENT IN, THE UNITED STATES OF AMERICA, ITS TERRITORIES OR POSSESSIONS,
UNLESS (I) THE TRANSACTION IS REGISTERED UNDER THE SECURITIES ACT OF 1993 (THE
"ACT") AND ALL APPLICABLE STATE SECURITIES LAWS IS AVAILABLE AND THE COMPANY HAS
RECEIVED AN OPINION OF COUNSEL TO SUCH EFFECT SATISFACTORY TO IT.

                                                     WARRANTS TO PURCHASE 25,000
                                                          SHARES OF COMMON STOCK

                             MAI SYSTEMS CORPORATION


              INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

                           VOID AFTER FEBRUARY 2, 2011

     THIS CERTIFICATE evidences the right of Purchaser, for value received, to
purchase 25,000 shares of $.01 par value Common Stock of the Company (the
"Shares") at a price of thirty-six cents (US$0.36) per Share; subject, however,
to the terms and conditions hereinafter set forth.

1. Term of Warrants. The Warrants may be exercised only during a period
commencing on February 2, 2001 through the close of business on February 2, 2011
(the "Warrant Term") and may be exercised only in accordance with the terms and
conditions hereinafter set forth.

2. Exercise of Warrants. The Warrants shall be exercisable as follows:

     (a) Right to Exercise. From time to time during the Warrant Term, the
Purchaser shall have the right to exercise Warrants to purchase the maximum
number of Shares specified in the following table:

                                              Aggregate Maximum Number of Shares
        Portion of Warrant Term               for Which Warrants Are Exercisable
        -----------------------               ----------------------------------
February 2, 2001 through February 2, 2011                    25,000



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     (b) Method of Exercise; Payment; Issuance of New Warrant; Transfer and
Exchange. Subject to the provisions of Subsection (a) of this Section 2, the
Warrants may be exercised by the Purchaser, in whole or in part, by the
surrender of this Certificate, properly endorsed, at the principal office of the
Company, and by the payment to the Company by certified or cashier's check of
the then applicable Warrant Price (as such term is hereafter defined). In the
event of any exercise of the Warrants, certificates for the Shares so purchased
shall be delivered to the Purchaser within a reasonable time after the Warrants
shall have been so exercised, and unless the Warrants have expired, a new
certificate representing the right to purchase the number of Shares, if any,
with respect to which this Certificate shall not then have been exercised shall
also be issued to the Purchaser within such time. All such new certificates
shall be dated the date hereof and shall be identical with this Certificate
except as to the number of Shares issuable pursuant thereto.

     (c) Restrictions on Exercise. The Warrants may not be exercised if the
issuance of the Shares upon such exercise would constitute a violation of any
applicable federal or state securities

3. Stock Fully Paid; Reservation of Shares. The Company covenants and agrees
that all shares will, upon issuance and payment in accordance herewith, be fully
paid, validly issued and nonassessable. The Company further covenants and agrees
that during the Warrant Term the Company will at all times have authorized and
reserved for the purpose of issuance upon exercise of the Warrants at least the
maximum number of Shares as are issuable upon the exercise of the Warrant.

4. Adjustment of Purchase Price and Number of Shares. The number and kind of
securities purchasable upon the exercise of the Warrants and the Warrant Price
shall be subject to adjustment from time to time upon the happening of certain
events, as follows:

     (a) Consolidation or Merger. If the Company at any time while the Warrants
remain outstanding unexpired shall sell all or substantially all of the assets
of the Company to another corporation, merge, consolidate or reorganize the
Company with or into another corporation as a result of which the Company is not
the surviving corporation or as a result of which the outstanding shares of
Common Stock are exchange for or converted into cash or property or securities
not of the Company (any of which shall constitute a "Reorganization"), the
Company shall, at its option, either (i) make provision for the assumption of
the Warrants by the successor corporation or a parent or a subsidiary thereof
and the Warrants evidenced by this Certificate shall continue to vest in
accordance with the schedule set forth in Section 2(a) hereof or (ii) the
Company may declare, in the notice to be provided to the Purchaser pursuant to
Section 4(f) hereof, that the Warrants shall terminate on the effective date of
such Reorganization and, provided termination shall not have occurred prior to
the date of such Notice, give the Purchaser the right to exercise the Warrants
prior to the effective date of the Reorganization as to all or any of the
Shares, including any Shares as to which the Warrants would not otherwise be
exercisable pursuant to Section 2(a) hereof. Notwithstanding anything in this
Section 4(a) to the contrary, the prior sentence shall be inoperative and of no
force and effect if upon completion of any such Reorganization the stockholders
of the Company immediately prior to such event do not own at least fifty percent
(50%) of the equity interest of the corporation resulting from such
Reorganization and those Warrants which are unexercised shall expire upon the
completion of such Reorganization if the notice required by Section 4(f) hereof
has been duly given.

     (b) Reclassification. If the Company at any time while the Warrants remain
outstanding and unexpired shall reclassify or in any manner change the
securities then purchasable upon the exercise of the Warrants, then the number
of shares which were purchasable or would have become purchasable under the
warrants immediately prior to the reclassification shall be adjusted so that the
Purchaser shall be entitled to receive the number and kind of shares or other
securities of the Company which he would have owned or have been entitled to
receive after the consummation of the reclassification had the Warrants been
exercised immediately prior to the reclassification. An adjustment made pursuant
to this Section 4(b) shall become effective immediately after the date of the
reclassification, retroactive to the record date, if any.


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     (c) Subdivision or Combination of Shares. If the Company at any time while
the Warrants remain outstanding unexpired shall subdivide or combine its Common
Stock, the Warrant Price shall be adjusted to that price determined by
multiplying the Warrant Price in effect immediately prior to such subdivision or
combination by a fraction (i) the numerator of which shall be the total number
of shares of Common Stock outstanding immediately prior to such subdivision or
combination and (ii) the denominator of which shall be the total number of
shares of Common Stock outstanding immediately after such subdivision or
combination.

     (d) Certain Dividends and Distribution. If the Company at any time while
the Warrants are outstanding and unexpired shall take a record of the holders of
its Common Stock for the purpose of:

          (i) Stock Dividends. Entitling them to receive a dividend payable in,
or other distribution without consideration of, Common Stock, then the Warrant
Price shall be adjusted to that price determined by multiplying the Warrant
Price in effect immediately prior to each dividend or distribution by a fraction
(A) the numerator which shall be the total number of shares of Common Stock
outstanding immediately prior to such dividend or distribution and (B) the
denominator of which shall be the total number of shares of Common Stock
outstanding immediately after such dividend or distribution; or

          (ii) Distribution of Assets, Securities, etc. Making any distribution
without consideration with respect to its Common Stock (other than a cash
dividend) payable otherwise than in its Common Stock, the Purchaser shall, upon
the exercise thereof, be entitled to receive in addition to the number of Shares
receivable thereupon, and without payment of any additional consideration
thereof, such assets or securities as would have been payable to him as owner of
that number of Shares receivable by exercise of the Warrants had he been holder
of record of such Shares on the record date for such distribution.

     (e) Adjustment of Number of Shares. Upon each adjustment in the Warrant
price pursuant to Subsections (d) or (d)(i) of this Section 4, the number of
Shares purchasable hereunder shall be adjusted to that number determined by
multiplying the number of Shares purchasable upon the exercise of the Warrants
immediately prior to such adjustment by a fraction, the numerator of which shall
be the Warrant price immediately prior to such adjustment and denominator of
which shall be the Warrant Price immediately following such adjustment.

     (f) Notice. In case at any time:

          (i) The Company shall pay any dividend payable in stock upon its
Common Stock or make any distribution, excluding a cash dividend, to the holders
of its Common Stock;

          (ii) The Company shall offer for subscription pro rata to the holders
of its Common Stock any additional shares of stock of any class or other rights;

          (iii) There shall be any reclassification of the Common Stock of the
Company, or consolidation or merger of the Company, with or sale of all or
substantially all of its assets to, another corporation; or

          (iv) There shall be a voluntary or involuntary of involuntary
dissolution, liquidation or winding up of the Company;


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then, in any one or more of such cases, the Company shall give to the Purchaser
at least ten (10) days' prior written notice (or, in the event of notice
pursuant to Section 4(f)(iii), at least thirty (30) days' prior written notice)
of the date on which the books of the Company shall close or record shall be
taken for such dividend, distribution or subscription rights or for determining
rights to vote in respect to any such reclassification, consolidation, merger,
sale, dissolution, liquidation or winding up. Such notice in accordance with the
foregoing clause shall also specify, in the case of any such dividend,
distribution or subscription rights, the date on which the holders of Common
Stock shall be entitled thereto, and such notice in accordance with the
foregoing clause shall also specify the date on which the holders of Common
Stock shall be entitled to exchange their Common Stock for securities or other
property deliverable upon such reclassification, consolidation, merger, sale,
dissolution, liquidation or winding up, as the case may be. Each such written
notice shall be given by first-class mail, postage prepaid, addressed to the
Purchaser at the address of the Purchaser as shown on the books of the Company.

     (g) No Change in Certificate. The form of this Certificate need not be
changed because of the adjustment in the Warrant Price or in the number of
Shares purchasable on its exercise. The Warrant Price or the number of Shares
shall be considered to have been so changed as of the close of business on the
date of adjustment.

5. Fractional Shares. No fractional Shares will be issued in connection with any
subscription hereunder, but in lieu of such fractional Shares, the Company shall
make payment therefor upon the basis of the fair market value of the Shares.

6. Non-transferability of Warrants. The Warrants may not be sold, pledged,
assigned, hypothecated, gifted, transferred or disposed of in any manner, in
whole or in part, without the prior written consent of the Company in its sole
discretion.

7. No Rights as Stockholder. The holder of the Warrants, as such, shall not be
entitled to vote or receive dividends or be considered a stockholder of the
Company for any purpose, nor shall anything in this Certificate be construed to
confer on such holder, as such, any rights of a stockholder of the Company or
any right to vote, give or withhold consent to any corporate action, to receive
notice of meetings of stockholders, to receive dividends or subscription rights
or otherwise.

8. Definitions. As used in this Certificate:

     (a) "Warrants" shall mean the rights evidenced by this Certificate.

     (b) "Warrant Price" shall mean thirty-six cents (US$0.36) as adjusted in
         accordance with Section 4 hereof.


Dated as of February 2, 2001

                                                 MAI SYSTEMS CORPORATION


                                                 By: /s/ W. BRIAN KRETZMER
                                                     ---------------------------
                                                         W. Brian Kretzmer
                                                         Chief Executive Officer
                                                         and President

Attest:


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