1
EXHIBIT 10.6
Amendment No. 2 to Letter Agreement Dated August 15, 1994
This Amendment No. 2 ("Amendment No. 2") to the Letter Agreement dated August
15, 1994 (the "Letter Agreement") amended as of October 17, 1994 ("Amendment
No. 1") by and between Orchard Capital Corporation, 1999 Avenue of the Stars,
▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("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. The Agreement was for a period of twenty-four (24) months.
D. The term of the Agreement 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, 1997.
2. Fixed Compensation. During the period of the extension, i.e., from
August 16, 1996 up through and including August 31, 1997, Consultant shall be
compensated at the monthly rate of Twenty-four Thousand and no/100 Dollars
($24,000.00) prorated 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 Amendment No. 1.
In witness whereof, the parties have executed this Amendment No. 2 as of the
day and year first written above.
Orchard Capital Corporation MAI Systems Corporation
By: By:
------------------------ ----------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇
President President