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EXHIBIT 10.8
Amendment No. 3 to Letter Agreement Dated August 15, 1994
This Amendment No. 3 ("Amendment No. 3") to the Letter Agreement dated August
15, 1994 (the "Letter Agreement") amended as of October 17, 1994 ("Amendment No.
1") and amended as of August 16, 1996 ("Amendment No. 2") , is made as of the
31st day of August, 1997 by and between Orchard Capital Corporation, a
California corporation, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ("Consultant") and MAI Systems Corporation, a Delaware corporation, ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("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, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, 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, pursuant to Amendment No. 2 the term of the
Agreement expired but the Consultant continued to perform services to
MAI and 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. The extended term of the Agreement in Amendment No. 2 has expired but
Consultant has continued to perform services for MAI 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, 1998.
2.) Fixed Compensation. During the period of extension, i.e. from September
1, 1997 up through and including August 31, 1998. Consultant shall be
compensated at the monthly rate of Twenty-four Thousand and no/100
Dollars ($24,000) prorated, if necessary, for partial months.
3.) Equity Compensation. MAI shall consider the appropriate equity
compensation for Consultant for services rendered during the extension
period. 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 Amendments No. 1 and 2.
In witness whereof. the parties have executed this Amendment No.3 as of the day
and year first written above.
Orchard Capital Corporation MAI Systems Corporation
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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President President