**Exhibit 14.1**

 

**MAI SYSTEMS CORPORATION**

 

**CODE OF ETHICS**

 

PROGRAM ADMINISTRATION

 

EMPLOYEE REPORTINGPROCEDURES AND INVESTIGATING MISCONDUCT

 

CORE VALUES AND CODE OFCONDUCT

 

CODE OF ETHICS APPLICABLETO CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER AND OTHER FINANCIALPERSONNEL

 

CODE OF BUSINESS CONDUCTAND ETHICS - TABLE OF CONTENTS

 
| I.     | HUMAN RESOURCES                                     |
|--------|-----------------------------------------------------|
|   |                                                |
| II.    | SUBSTANCE ABUSE                                     |
|   |                                                |
| III    | POLITICAL  PARTICIPATION                            |
|   |                                                |
| IV.    | ENVIRONMENT,  HEALTH AND SAFETY                     |
|   |                                                |
| V.     | INTERNAL  CONTROLS                                  |
|   | Control  Activities Accounting Standards            |
|   | Cash  Disbursements                                 |
|   | Cash and Check  Acceptance                          |
|   |                                                |
| VI.    | FRAUD &  DEFALCATIONS (EMBEZZELMENT)       |
|   |                                                |
| VII.   | FOREIGN CORRUPT  PRACTICES ACT                      |
|   |                                                |
| VIII.  | CONFLICTS OF  INTEREST                              |
|   |                                                |
| IX.    | RELATIONSHIPS  WITH SUPPLIERS/CONTRACTORS/CUSTOMERS |
|   | Special Requirements for Government Contracts       |
|   |                                                |
| X.     | RECORDS  RETENTION/DESTRUCTION                      |
|   |                                                |
| XI.    | ANTITRUST AND  TRADE REGULATION                     |
|   |                                                |
| XII.   | INSIDER  INFORMATION AND SECURITIES TRADING         |
|   |                                                |
| XIII.  | MEDIA RELATIONS                                     |
|   |                                                |
| XIV.   | ADVERTISING AND  STATEMENTS TO CUSTOMER             |
|   |                                                |
| XV.    | CONFIDENTIAL  INFORMATION AND INTELLECTUAL PROPERTY |
|   | Confidential Information                            |
|   | Intellectual Property                               |
|   | Rights of Others                                    |
|   |                                                |
| XVI.   | INTERNET AND  E-MAIL POLICY                         |

 

----

 

**POLICY ABOUT THE MAI SYSTEMS CORPORATION BUSINESSETHICS AND COMPLIANCE PROGRAM**

 

ThisProgram is designed to satisfy the requirements of the Sarbanes Oxley Actregarding corporate governance and the Company’s enactment of a Code of Ethicsfor all employees and also additional standards for our Board of Directors,Chief Executive Officer, Chief Financial Officer and other financial personnel.

 

Ourcollective objective as directors, officers and employees of MAI Systems is tomaximize the value of our shareholders’ investment in the Company, whileconducting our business in a manner that is socially responsible, values-based,and in compliance with the letter and spirit of the law. Therefore, we havedeveloped this Code of Ethics.

 

TheProgram includes two main components: (1) this Business Ethics andCompliance Manual, which includes a statement of our Core Values and Code ofConduct (collectively, the “Code”); and (2) procedures for Codeadministration. All employees, as a condition of employment or continuedemployment, will acknowledge in writing that they have received copies of thisManual, read it, and understand that the Code contains the Company’sexpectations regarding employee conduct.

 

Ingeneral, the Company intends to cooperate in connection with any governmentinvestigation of alleged civil or criminal misconduct, and will coordinate allactivity in connection with those investigations through the Company’s GeneralCounsel.

 

Anywaiver of any part of this Code of Ethics for executive officers or directorsmay be made only by the Board of Directors or a Board committee and will bepromptly disclosed to shareholders.

 

# **PROGRAM ADMINISTRATION**

# ** **

A teamincluding legal, internal audit and human resources has responsibility for Codeenforcement. The Company has appointed a Compliance Committee which willperform various ongoing administrative functions in connection with the Code,including issuing Code updates and maintaining an employee feedback line (theMAI Systems Reporting Line) for receipt of questions and reports of potentialemployee violations of the Code.

 

# **EMPLOYEE REPORTING PROCEDURES AND INVESTIGATING MISCONDUCT**

 

OurCode is designed to encourage participation by our employees and to provide amethod to report conduct that they suspect is in violation of the Code.

 

Allemployees should be alert and sensitive to situations that could result inmisconduct. If an employee believes that actions have taken place, may betaking place, or may be about to take place that violate or would violate theCode, they are obligated to bring the matter to the attention of the Company.You should first bring the matter to the attention of your supervisor. However,if the conduct in question involves your supervisor, if you have reported it toyour supervisor and do not believe he/she has dealt with it properly, or if youotherwise do not feel that you can discuss the matter with your supervisor, youmay either raise the matter with the next level of management or report it tothe Compliance Committee. In reviewing a report received from an employee, asupervisor or manager should consider whether the report involves a potential violationof the Code and if so, they must report it immediately.

 

Anyemployee may communicate with Compliance Committee members, either anonymouslyor by name, by any of the following methods:

 

•      Inwriting, addressed to the General Counsel, either by internal mail or by U.S.mail; to MAI Systems, 26110 Enterprise Way, Lake Forest, California  92630;

•      Bye-mail to brian.kretzmer@hotelinfosys.com or “james.dolan@hotelinfosys.com”;

•      Byphoning the MAI Systems Reporting Line: (949) 598- 6181

 

2

----

 

Employees may alsocontact other Compliance Committee members (the Chief Executive Officer, ChiefFinancial Officer or Human Resources by any of these methods with any questionsabout the Code.

 

Whenreporting conduct suspected of violating the Code to Compliance Committeemembers, we prefer that you identify yourself in order to facilitate theCompany’s ability to take appropriate steps to address the report, includingconducting any appropriate investigation. If you wish to remain anonymous, youmay; however, if you do not identify yourself, the Company may not havesufficient information to look into your allegations.

 

MAISystems will use reasonable efforts to protect the identity of any employee whoreports potential misconduct. Further, we expressly forbid any retaliationagainst any employee for reporting suspected misconduct. Any person whoparticipates in any retaliation is subject to disciplinary action, includingtermination. The Company will also use reasonable efforts to protect theidentity of employees about or against whom an allegation is brought unless anduntil it is determined that a violation has occurred. Any employee involved inany capacity in an investigation of a possible violation of the Code must notdiscuss or disclose any information to anyone outside of the investigationunless required by law or when seeking their own legal advice if necessary .

 

Employeesmust not use the Code in bad faith or in a false or frivolous manner. Further,you should not use the MAI Systems Reporting Line to report personal grievancesnot involving the Code. You should follow the Company’s “Open Door” policy toaddress those matters.

 

**COREVALUES AND CODE OF CONDUCT**

 

**Core Values**

 

Our collective mission isto maximize the value of our shareholders’ investment in the Company whilemaintaining our core values, which are embodied under the following principles:

 

•      Weconduct OUR business in a socially responsible manner within the letter andspirit of both the law and OUR Code of Conduct;

 

•      Werecognize that people are our greatest strength. The quality of our peopledifferentiates us and personifies our leadership position;

 

•      Wetreat customers, consumers and employees with respect and dignity;

 

•      Weare committed to a well-established set of principles that address consumerprivacy issues, and we take pride in being a trusted steward of consumerinformation;

 

•      Wetake very seriously our reputation for honest and ethical business dealingsaround the world; and

 

•      Weseek customers and business partners whose ethical standards mirror our own,and decline to do business with unethical entities and individuals.

 

**Code Of Conduct**

 

ThisCode of Conduct includes a series of numbered Policy Statements. Some of themare summaries of more complete Company policies. Ultimately, we intend to makeavailable copies of those more complete policies and other supportinginformation, such as copies of certain pertinent laws and regulations, in anMAI Systems Compliance Library maintained by the Compliance Committee on aCompany intranet system. Until then, you may obtain complete policies and otheravailable supporting information in the MAI Systems Compliance Library bycontacting the Compliance Committee. From time to time, we may publishrevisions or supplements to the Policy Statements as appropriate based onchanges in the regulatory environment, changes in the businesses we conduct, orother factors.

 

Thefollowing are the Policy Statements contained in our Code of Conduct. Employeeswho violate the Code or its underlying policies are subject to disciplinaryaction, up to and including termination of employment. Specific examples oflegal fines or penalties are included with some of the Policy Statements forillustration purposes only. Those examples are not exclusive, and are notintended to be a full description of all possible legal fines or penalties.

 

3

----

 

I.              HUMANRESOURCES

 

Asreflected by our operating principles, the Company recognizes that its greateststrength lies in the talent and the ability of its employees. The Company’son-going policy is to protect and nurture this asset.

 

MAISystems is committed to providing equal opportunity in all of our employmentpractices including selection, hiring, promotion, transfer, and compensation toall qualified applicants and employees without regard to race, color, sex orgender, religion, age, national origin, handicap, disability, citizenshipstatus, veteran status, or any other status protected by law. MAI Systems alsopractices Affirmative Action. Affirmative Action means the initiation ofspecial good- faith efforts to attract, employ, and advance women andminorities, Vietnam-era veterans and persons with disabilities so that a mix ofqualified candidates is available when we make employment and promotiondecisions. We must comply with these policies in every respect, both in letterand in spirit.

 

**PolicyAgainst Harassment**

 

MAISystems does not tolerate harassment of any of our employees, applicants,vendors or customers, and our policy is to maintain a working environment freefrom harassment. Any form of harassment related to an individual’s race, color,sex/gender (including same sex), religion, age, national origin, handicap, disability,citizenship status, veteran status or any other protected category is aviolation of this policy and will be treated as a disciplinary matter. Forthese purposes, the term “harassment” includes:

 

•      Offensiveremarks, negative stereotyping, comments, jokes or slurs, or other verbal ornon-verbal conduct, pertaining to or showing hostility towards a person becauseof his or her race, color, sex/gender, religion, etc.;

 

•      Offensivesexual remarks, sexual advances, flirtations, propositions, requests for sexualfavors or other verbal or non-verbal conduct of a sexual nature regardless ofthe gender of the individuals involved;

 

•      Unwelcomeor offensive physical conduct, including touching, regardless of the gender ofthe individuals involved;

 

•      Displayof offensive pictures, drawings or photographs or other communications,including e-mail;

 

•      Threateningreprisals for an employee’s refusal to “cooperate” or respond favorably tosexual advances, requests for sexual favors or for reporting a violation of thispolicy; and

 

•      Otherwisethreatening, intimidating or hostile acts.

 

Pleaseunderstand that harassing conduct is illegal whenever:

 

1.     Submission tothe conduct is explicitly or implicitly made a condition of compensation,assignment, career development, advancement or any other term of employment;

 

2.     Submission to orrejection of the conduct is used as a basis for employment decisions; or

 

3.     The conduct hasthe purpose or effect of unreasonably interfering with an individual’s workperformance or creates an intimidating, hostile or offensive work environment.

 

Harassmentby non-employees of our employees in connection with their work, or harassmentby our employees of applicants for employment, or employees of our vendors orcustomers, is also a violation of this policy.

 

4

----

 

If youbelieve that you are being harassed by another employee or by anyone else, orif you believe that someone else is, you should, without fear of reprisal,promptly report it to your supervisor. If the problem involves your supervisor,or if you do not want to discuss the problem with your supervisor, or if youpreviously have discussed the problem with your supervisor and believe furtheraction is necessary to resolve the problem, then promptly report it to theHuman Resources Department, or to the Compliance Committee. Managers mustimmediately report any incidents of harassment to Human Resources or to theCompliance Committee. Human Resources, or their designated representative, willcarefully investigate each harassment complaint received by them or theCompliance Committee and take corrective action when appropriate. The Companywill keep your complaint as confidential as reasonably possible and will notpenalize you in any way for reporting conduct that you believe in good faithmay be a violation of this policy.

 

Violationsof this policy will subject an employee to disciplinary action, up to andincluding immediate termination. Therefore, if you have any questions aboutwhat constitutes harassing behavior or what conduct is prohibited by thispolicy, please discuss them with your supervisor, the Human ResourcesDepartment or the Compliance Committee.

 

MAISystems cannot resolve a harassment problem unless we know about it. Therefore,it is your responsibility to bring any such problems to our attention so thatwe can take whatever steps are appropriate to correct the problem.

 

### **II.**            SUBSTANCEABUSE

### ** **

MAISystems does not tolerate being under the influence of or using alcohol in theworkplace, the illegal use of drugs, or the abuse of other legally controlledsubstances. Unlawful actions that discredit the Company involving illegaldrugs, controlled substances or alcohol during either working or non-workinghours are grounds for disciplinary action, including termination. In order tobetter ensure a drug-free work environment for the safety and well being of allour employees, MAI Systems has adopted a Drug and Alcohol Policy, includingcertain drug screening procedures, a copy of which is in the Company’s employeehandbook and the Compliance Library.

 

### **III.**          POLITICALPARTICIPATION

### ** **

U. S.federal and state laws limit the nature and extent of individual and corporatepolitical participation. For example, federal law and that of many statesprohibit corporate contributions to political candidates or officeholders.Federal law and Company policy also state that the Company will not reimburseanyone for personal political contributions. The Company will not alterpersonal compensation in any way under any circumstances to reflect personalpolitical contributions.

 

### **IV.**          ENVIRONMENT,HEALTH AND SAFETY

### ** **

TheCompany is committed to protecting and maintaining the quality of theenvironment and to promoting the health and safety of employees, customers andthe communities where it operates. To meet that commitment employees must:

 

•      Operatein full compliance with both the letter and the spirit of environmental, healthand safety laws and regulations;

 

•      Immediatelyreport any environmental, health or safety problems to their manager;

 

•      Consideropportunities to improve environmental, health and safety programs; and

 

•      Beprepared to observe emergency preparedness plans if necessary.

 

Youshould direct reports of any actual or potential environmental, health orsafety problems, or any questions about employees’ responsibilities or Companypolicies in these areas to your supervisor or the Compliance Committee.

 

5

----

 

### **V.**            INTERNALCONTROLS

### ** **

TheCompany has established internal controls to provide reasonable assurance ofachieving the following objectives:

 

•      Effectivenessand efficiency of operations;

•      Thesafeguarding and proper management of the Company’s assets;

•      Accurateand timely financial reporting in accordance with generally accepted accountingprinciples and applicable laws and regulations; and

•      Compliancewith applicable laws and regulations.

 

MAISystems employees are responsible for complying with internal controlsapplicable to their areas of responsibility. Also, employees need to be alertto situations, whether in their direct area of responsibility or otherwise,where internal controls could be improved. You may provide any suggestions youhave for improving the Company’s controls to your supervisor or the ComplianceCommittee. No officer, employee or other person acting on behalf of the Companywill engage in any activity that circumvents or compromises the Company’ssystems of internal controls.

 

### **Control Activities**

### ** **

Toachieve its internal control objectives, the Company has implemented certaincontrol activities relating to both manual and automated systems. Examples ofcontrol activities include: approvals and authorizations of transactions,segregation of duties, verification of supporting documents, reconciliation ofaccounts, reviews of key financial reports and operating statistics, physicaland logical security of Company assets, and validity checks and balancingprocedures for data processing.

 

**AccountingStandards**

 

Allaccounting records and financial statements should be recorded in accordancewith U.S. generally accepted accounting principles (GAAP), or that of anotherjurisdiction where appropriate. In order to provide guidance on GAAP, MAISystems Corporate Accounting has established the MAI Systems AccountingStandards, which is available from Corporate Accounting or the MAI SystemsCompliance Library maintained by the Compliance Committee. You should directquestions on the treatment of a particular accounting issue to your financialcontroller or Corporate Accounting.

 

# **Cash Disbursements**

# ** **

Companypolicy prohibits cash disbursements except for nominal disbursements drawn fromestablished and properly recorded petty cash accounts. All checks will be drawnonly to the ultimate payee. No checks will be drawn to cash or bearer. You canobtain specific guidance on disbursement procedures from your groupcontroller/financial manager or the MAI Systems Compliance Library.

 

# **Cash and Check Acceptance**

# ** **

Noemployee other than those specifically authorized may accept cash or checks orsimilar negotiable instruments from a customer or vendor unless a manager ispresent. You must always provide a written receipt to the person providing thepayment. The Company may hold any employee who fails to follow this procedureliable for any monetary loss.

 

### **VI.**           FRAUDAND DEFALCATIONS (EMBEZZELMENT)

### ** **

Anytype of fraud or defalcation will result in serious consequences anddisciplinary action, up to and including immediate discharge. According to theAmerican Institute of Certified Public Accountants, fraud and defalcationsinclude the following:

 

•      Misappropriationor embezzlement of any of MAI Systems’ property, assets or services. Intentionalmisstatement, misclassification or omission in MAI Systems’ s financialstatements, including intentional misapplication of accounting principles; and

 

6

----

 

•      Manipulation,falsification or alteration of accounting records or supporting documentation.

 

If yoususpect that fraud or defalcation has occurred, you must immediately notifyyour manager or the Compliance Committee so that they may notify MAI Systems’ sInternal Audit Department. Internal Audit has developed procedures for handlingsuspected fraud or defalcation and will coordinate the investigation with theCompliance Committee, the Legal Department and other areas.

 

### **VII.**         THEFOREIGN CORRUPT PRACTICES ACT

### ** **

TheU.S. Foreign Corrupt Practices Act, as amended by the InternationalAnti-Bribery and Fair Competition Act of 1998 (FCP A), makes it a crime tobribe officials of another country. The law applies to U.S. companies and theirdomestic and foreign subsidiaries, and their employees or agents (whether ornot U.S. nationals), as well as other foreign persons who violate the law inthe U.S. The FCPA has two basic parts: (1) anti-bribery provisions, and (2) accountingand record-keeping requirements.

 

Theanti-bribery provisions make it illegal to bribe a foreign public official,political party, party official or candidate for political office, or anofficial of a public international organization. The FCP A defines a “bribe” asany payment, directly or indirectly, or any offer or promise to pay, anythingof value (whether cash or otherwise) to the recipient for the purpose ofinfluencing or rewarding an act or decision to obtain, retain or directbusiness, or for the purpose of obtaining any “improper advantage” (e.g., taxbreaks, immunities, permits or priorities not otherwise earned). The FCP A’saccounting and record-keeping provisions require companies to keep detailedcorporate books, records and accounts, and prohibit the falsification of thosematerials. The accounting and record- keeping provisions apply to domestic aswell as foreign operations of publicly traded U.S. companies. Theserequirements complement the anti-bribery provisions by preventing the creationof unreported slush funds for illegal payments. It is important to understandthat the law requires strict accuracy in documentation and reporting.

 

These provisions can beinterpreted to include relatively small sums from petty cash funds.

 

Consistentwith the FCP A, MAI Systems corporate policy requires:

 

•      NoCompany employee or agent will pay or offer a “bribe” as defined in the FCP A;

 

•      NoCompany employee or agent will establish any undisclosed or unrecorded fund ofcash or assets for any purpose, or make any false, artificial, or misleadingentries in any books or records of MAI Systems;

 

•      NoCompany employees or agents will approve or make any payment for any purposeother than that described by the document supporting the payment; and

 

•      TheCompany’s Chief Financial Officer or their written designee must provide priorwritten approval before a Company employee or agent:

 

•      Makesany payment or gift to foreign public or party officials, international publicofficials or foreign political candidates of more than a nominal value;

 

•      Paystravel or lodging expenses of, or makes any substantial entertainmentexpenditure for, any of those officials;

 

•      Makesany “facilitating or grease payments” to facilitate routine governmental actionof more than a nominal value;

 

•      Makescontributions to campaigns of foreign political parties, officials orcandidates;

 

•      Engagesan agent, consultant, or advisor who may have dealings with foreign governmentsor political parties on behalf of MAI Systems; or

 

•      Makesany payment arrangements where a person performing services or selling goods inone country requests that payments be made in another country (“split paymentsarrangements”).

 

Anyone who is convictedof violating the FCPA is subject to substantial fines or imprisonment.

 

7

----

 

### **VIII.**       CONFLICTOF INTEREST

### ** **

Weexpect MAI Systems employees to avoid any activity, investment, interest orassociation that interferes or appears to interfere with their independentexercise of judgment in carrying out an assigned job responsibility. Conflictsof interest may arise in many situations. They occur most often where anemployee or his/her family members obtain some personal benefit at the expenseof the Company. If there are any questions whether or not a specific act orsituation represents, or appears to represent, a conflict of interest, thatemployee should consult his or her supervisor or the Compliance Committee.

 

Some of the most commonconflict situations are

 

•      OutsideFinancial Interests: No employee will have a significant financialinterest, either directly or indirectly, in any supplier, contractor, customeror competitor of the Company, or in any business transaction involving theCompany, without full disclosure to and written clearance from the ComplianceCommittee;

 

•      DoingBusiness with Relatives: No employee will engage in any businesstransaction on behalf of the Company with a relative by blood or marriage, orwith a firm of which that relative is a principal, officer or representative,without prior full disclosure to and written clearance from an appropriateCompany officer; and

 

•      Useof Companv Propertv: No employee will use Company property and services fortheir personal benefit unless use of that property and those services has beenproperly approved for general employee or public use. You must obtain priorCompany approval for the use of Company-owned land, materials, equipment, etc.,under any other circumstances. You must not sell, lend, give away or otherwisedispose of Company property, regardless of condition or value, without properauthorization.

 

### **IX.**           RELATIONSHIPSWITH SUPPLIERS /CONTRACTORS/CUSTOMERS

### ** **

Dealingwith suppliers, contractors and customers may be sensitive, involving issues oflaw and ethics. The following guidelines supplement but do not replace specificcriteria in the Company’s purchasing or sales policies:

 

•      Treatmentof Others: Employees must treat all suppliers, contractors and customersfairly and honestly at all times;

 

•      Accepting:or Giving Monev. Gifts or Entertainment: No employee, personally or onbehalf of the Company, will directly or indirectly request, accept, offer orgive money, gifts of other than nominal value, unusual hospitality orentertainment, loans (except from lending institutions) or any otherpreferential treatment in dealing with any present or potential MAI Systemssupplier, contractor, customer or competitor; and

 

•      Pavmentsto Purchasing Agents: No employee, personally or on behalf of the Company,will make payments to purchasing agents or other employees of any supplier,contractor or customer to either obtain or retain business, or to realizehigher or lower prices for the Company. However, you may give gifts of nominalvalue on customary gift-giving occasions.

 

# **Special Requirements for Government Contracts**

# ** **

TheCompany provides products and services to certain state and federal governmentagencies.  Employees  who are involved with such contracts must becareful to follow additional rules that apply to government contracts.Some of those rules are as follows:

 

•      Itis illegal under both U.S. federal and state law to solicit, offer, or pay anybribe or other gratuity to a public official for the purpose of influencing anofficial act or decision;

 

•      Itis illegal under the U.S. federal False Claims Act to file a false report ormake any false statement for the purpose of either making a claim for paymentfrom the government, or avoiding a specific payment obligation to thegovernment.

 

8

----

 

### **X.**            RECORDSRETENTION/DESTRUCTION

### ** **

TheCompany’s corporate records are important assets. Corporate records includeessentially all records you produce as an employee, whether hard copy orelectronic. A record may be as obvious as a memorandum, an e-mail, a contractor a case study, or something not as obvious, such as a computerized deskcalendar, an appointment book, or an expense record.

 

Thelaw requires us to maintain certain types of corporate records, usually for aspecified period of time. Failure to retain those records for those minimumperiods could subject the Company to penalties and fines, cause the loss ofrights, obstruct justice, place the Company in contempt of court, or seriouslydisadvantage the Company in litigation.

 

Fromtime to time the Company establishes retention or destruction policies orschedules for specific categories of records in order to ensure legal compliance,and also to accomplish other objectives, such as preserving intellectualproperty and cost management. We expect all employees to fully comply with anypublished records retention or destruction policies and schedules, providedthat all employees should note the following general exception to any stateddestruction schedule: If you believe, or the Company informs you, that Companyrecords are relevant to litigation, or potential litigation (i.e., a disputethat could result in litigation), then you must preserve those records untilthe Legal Department or Compliance Committee determines the records are nolonger needed. That exception supersedes any previously or subsequentlyestablished destruction schedule for those records. If you believe thatexception may apply, or have any question regarding the possible applicabilityof that exception, please contact the Legal Department or the ComplianceCommittee.

 

### **XI.**           ANTITRUSTAND TRADE REGULATION

### ** **

MAISystems complies fully with the letter and the spirit of all applicable lawsgoveming antitrust and trade regulation. Those laws are designed to ensure freeand open competition in the marketplace by prohibiting any activities thatunfairly or unreasonably restrict normal competition. The antitrust laws of theU.S. and other countries prohibit, under various circumstances, activities suchas price fixing, territorial divisions, unfair price discrimination,monopolizing trade, unreasonably refusing to deal with a particular customer orvendor, and “tying” arrangements where a customer is required to buy oneproduct or service in order to obtain another product or service. Antitrustviolations can subject both the employee and the Company to substantialpenalties, including civil, criminal, and disciplinary action or discharge fromthe Company. Although it is impossible to list all possible examples ofantitrust violations, the following rules demonstrate the types ofactivities that you should avoid:

 

•      Relationswith Competitors: MAI Systems employees must not participate in anyarrangement with competitors to fix prices. Examples of price fixing includerigged or coordinated bidding and the systematic exchange of price information.You must not take any action with competitors to divide or allocate markets, orto mutually refuse to deal with third parties. To avoid the appearance of theseactivities, employees must be careful to limit the exchange of information withour competitors;

 

•      Relationswith Customers: Our employees must not require our customers to resell ourproduct or services at specified resale prices or at prices exceeding specifiedminimums. (That restriction generally does not apply to agents selling ourproducts or services on our behalf.) Under certain circumstances it may beunlawful to prohibit our customers from buying products or services from othersuppliers. Although the Company has a broad right to select the customers withwhom it wants to do business, that right must be exercised with caution, andany refusal to deal with a particular customer must be evaluated carefully;

 

9

----

 

•      Relationswith Suppliers: We must not enter into agreements with our suppliers toresell their products or services at specified resale prices or at pricesexceeding specified minimums. Also, under certain circumstances, we may notenter into agreements with suppliers prohibiting them from selling tocompetitors of the Company; and

 

•      TradeAssociations: When representing the Company in trade association activities,employees must be careful not to share pricing or other non-public competitiveinformation, or engage in any other activity that could reasonably be construedas price fixing or in restraint of trade.

 

Inaddition to complying with U.S. and foreign antitrust laws, MAI Systemsemployees must comply with a number of laws governing trade regulation ingeneral. Those laws require that all employees refrain from any unfair ordeceptive methods of competition, including false or misleading advertising,making false statements concerning competitors or their products, and inducingour competitors’ customers or employees to breach their contracts with ourcompetitors. Contact the Legal Department or the Compliance Committee if youhave any questions about what type of activities would be considered to violateantitrust or trade regulation laws.

 

### **XII.**         INSIDERINFORMATION AND SECURITIES TRADING

### ** **

As apublicly traded company, MAI Systems is required to provide full and fairpublic disclosure on a timely basis of various non-public information thatwould materially affect the value of MAI Systems stock. In the course ofbusiness, some employees may have access to material “inside” informationbefore it becomes public knowledge. Until it is released to the public, that insideinformation must be kept confidential. Use of inside information for personalgain or the release of that information to others who may use it for personalgain is considered to be a fraud against the Company and against other membersof the investing public who are disadvantaged because they do not have accessto the information. An employee who does so is in violation of U.S. law andCompany policy.

 

Theimproper use of inside information, or “insider trading,’ generally is used torefer to:

 

•      Tradingby an insider, while in possession of or based on material inside information;

 

•      Tradingby a non-insider, while in possession of or based on material insideinformation, where the information either was disclosed to the non-insider inviolation of an insider’s duty to keep it confidential or was misappropriated;or

 

•      Communicatingmaterial inside information to others whose jobs do not require them to havethe information to enable them to trade on that information.

 

Theconcept of “insider” is broad. It includes Company officers, directors andemployees, and “temporary insiders” who enter into a special confidentialrelationship in the conduct of the Company’s affairs and are given access toinside information. A temporary insider can include MAI Systems’ s attorneys,accountants, consultants, bank lending officers, and the employees of thoseparties.

 

Informationis generally considered to be “material” if a reasonable investor would likelyconsider it to be important in making his or her investment decision, or if therelease of the information is reasonably certain to have an effect on the priceof the Company’s stock. Information you should consider material includes, butis not limited to: a pending stock split, dividend changes, earnings estimates,changes in previously released earnings estimates, significant merger oracquisition proposals or developments, major litigation, the acquisition orloss of a major contract, and extraordinary management developments.

 

Informationis “inside” until it has been communicated to the market and the market has hadtime to “absorb” the information. For example, information found in a reportfiled with the Securities and Exchange Commission, or appearing in The WallStreet Journal or other publications of general circulation, would beconsidered public. As a rule of thumb, the market has had time to absorbinformation that has been public for two full business days.

 

10

----

 

Penaltiesfor trading on or communicating material inside information are severe, bothfor individuals involved in the unlawful conduct and their employers. Where aviolation occurs, a person can be subject to substantial penalties, includingcivil liability, criminal liability, and disciplinary action or termination ofemployment, even if they do not personally benefit from the violation.

 

Thefollowing guidelines should help you comply with the rules regardinginsider trading:

 

•      Youmust not share inside information with those people inside MAI Systems whosejobs do not require them to have the information;

 

•      Youmust not disclose any sensitive or non-public information to anyone outside theCompany except in accordance with MAI Systems’ standard procedures for therelease of non-public information; and

 

•      Whenyou have material inside information regarding MAI Systems (or materialnon-public information regarding any other publicly traded company that youhave obtained as a result of your employment with MAI Systems) you must not buyor sell, or advise anyone else to buy or sell, the securities of MAI Systems orany other company that might be materially affected by the information, untilthat information is disclosed to the public and absorbed by the market.

 

Contacteither the Compliance Committee, or General Counsel if you have any questionsabout what type of information is considered inside information.

 

### **XIII.**       MEDIARELATIONS

### ** **

In allour dealings with the press and other media, the Company must speak with aunified voice. Accordingly, except as otherwise designated by the Company’sChief Executive Officer, Corporate Public/Media Relations is the sole contactfor media seeking information about MAI Systems. Any requests from the mediamust be referred to Public/Media Relations. They will deal directly with themedia and make appropriate arrangements. Public/Media Relations must approveany articles, press releases, or other public communication involving theCompany prior to publication.

 

### **XIV.**       ADVERTISINGAND STATEMENTS TO CUSTOMERS

### ** **

Allour advertising, representations and claims about products or services must betruthful and not deceptive. False, misleading or unfair comparisons with, orclaims concerning, the products or services of others may be considereddeceptive, and you must avoid them.

 

### **XV.**        CONFIDENTIALINFORMATION AND INTELLECTUAL PROPERTY

### ** **

# **Confidential Information**

# ** **

One ofthe Company’s most valuable assets is its body of business information, whichincludes information that is confidential to MAI Systems. Confidentialinformation is information that is not generally known to the public or ourcompetitors, and which would harm the Company if it were disclosedinappropriately. Failure to adequately protect this confidential informationcould place MAI Systems at a disadvantage in the marketplace.

 

As anMAI Systems employee, you are responsible and accountable for the integrity andprotection of the Company’s confidential information, and you must take allreasonable precautions to protect this information from improper disclosure.You must not disclose confidential information except when it is necessary andappropriate in connection with your responsibilities. You should handlecarefully any documents containing confidential information during workinghours, and properly secure them at the end of the business day. You should payparticular attention to the security of data stored on our computer systems.You must maintain the secrecy of all computer passwords, log off from allcomputer systems, and secure any equipment when not in use.

 

11

----

 

# **Intellectual Property**

# ** **

TheCompany’s intellectual property includes inventions, improvements, ideas,information, software, models and programs, together with the relatedmaterials, documentation, patents, trademarks, copyrights, and other rightsthat go along with them. MAI Systems will normally be the exclusive owner ofall rights in intellectual property that is related to our businesses or isdeveloped by our employees and contractors in the course of their employment orservice with MAI Systems. This is true whether or not the employees orcontractors make the developments during working hours, on Company premises, orusing Company material or resources.

 

MAISystems’ intellectual property rights are extremely valuable to the Company.They are also extremely “fragile,” because they can be compromised or evenforfeited if we do not vigilantly protect them. In order to protect the Company’s intellectual property, all MAISystems employees and contractors should use their best efforts to:

 

•                  Recognizeand identify the Company’s actual or potential intellectual property assets;

 

•                  Notifythe appropriate MAI Systems personnel (either a senior technology officer, theLegal Department or the Compliance Committee) of the existence and developmentof intellectual property assets;

 

•                  Assistin securing MAI Systems’ ownership of intellectual property assets;

 

•                  Assist,where appropriate, in registering, patenting, or otherwise legally protectingintellectual property assets;

 

•                  Usethe intellectual property assets properly, including in licensing and othertransactions;

 

•                  Preventany infringement or misuse of the Company’s intellectual property;

 

•                  Notifythe appropriate MAI Systems personnel (your manager, the Legal Department orthe Compliance Committee) of any potential infringement or misuse of theCompany’s intellectual property, so that we may take appropriate action; and

 

•                  Haveoutside vendors, contractors, licensees, joint venture partners and employeessign the appropriate MAI Systems documents acknowledging MAI Systems’intellectual property ownership.

 

**Rights ofOthers**

 

MAISystems employees and contractors also must ensure that they do not misuse theintellectual property or confidential information of any other parties. Thereare several U.S. federal and state laws that prohibit the theft or unauthorizeduse of the intellectual property or confidential information of others.Violations of those laws can result in substantial fines or imprisonment. Whennew employees are hired, it is especially important to ensure that they do notimproperly disclose any confidential information of others to the Company oruse others’ intellectual property for the Company’s advantage.

 

### **XVI.**       MAISYSTEMS INTERNET AND E-MAIL POLICY

### ** **

MAISystems provides Internet access to certain MAI Systems employees to assist andfacilitate business communications. You may use that Internet access only forlegitimate MAI Systems business purposes in the course of your assigned duties,except as otherwise set out in the Company’s full policy, which can be found inthe Company’s Compliance Library. MAI Systems also permits employees to usehome Internet accounts for MAI Systems business purposes as long as they followthis policy at all times while using home accounts for MAI Systems businesspurposes. The Company’s full policy also provides that PCs accessing theInternet must have approved virus protection software, and a firewall systemmust be in place between the Internet and any MAI Systems customer or vendorcomputer system or network containing unencrypted MAI Systems information notfor public knowledge. There are numerous other security guidelines within theoverall policy that you must follow. Further, the Company’s policy prohibitsemployees from discussing or posting information regarding the Company

 

12

----

 

in any externalelectronic forum, including Internet chat rooms or electronic bulletin boards.Violations of the Company’s policies may result in disciplinary or otheraction, including but not limited to, loss of access, termination of employmentor contract and/or prosecution.

 

Wehave installed an e-mail system to facilitate effective communications. Thee-mail system is the Company’s, and the contents of all e-mails are Companyproperty. MAI Systems reserves the right, at any time and without prior notice,to examine all messages created, received and sent over the e-mail system,personal file directories and other information stored on MAI Systemscomputers. Examining that information is important to ensure compliance withinternal policies, support the performance of internal investigations andassist with the management of MAI Systems’ systems. In addition, MAI Systems’firewall systems are capable of keeping detailed audit logs describing everyrequest, both in-bound and out-bound, and authorized individuals monitor thosesystems.

 

**REMEMBER:**

 

**If youhave questions about the Code, consult with your supervisor or the Company’sCompliance Committee members (Chief Executive Officer, Chief Financial Officer,General Counsel, or the Human Resource Department where indicated).**

 

**You areresponsible for reporting to your supervisor or Compliance Committee member, orHuman Resources where indicated, any events, practices or circumstances thatyou suspect may violate the Code.**

 

13

----