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                                                                    EXHIBIT 10.3



               MAI SYSTEMS CORPORATION 2001 RESTRICTED STOCK PLAN


1.  PURPOSE.

        The purpose of the MAI Systems Corporation 2001 Restricted Stock Plan
        (the "Plan") is to promote the long-term growth of the Company by making
        awards of Common Stock to key employees and directors of the Company or
        its Subsidiaries.

2.  DEFINITIONS.

        The following definitions are applicable to this Plan:

        Board of Directors means the Board of Directors of the Company.

        Cause means willful misconduct by the Participant in the performance of
        his duties with the Company or its Subsidiaries.

        Committee means the Committee referred to in Section 3 hereof.

        Common Stock means the Common Stock of the Company.

        Participant means any key employee or director of the Company or its
        Subsidiaries who is selected by the Committee to participate in the
        Plan.

        Permanent Disability means the inability to perform the services
        required by a Participant's employment with the Company and its
        Subsidiaries, or service as a director, due to physical or mental
        disability which continues for ninety-one (91) consecutive days in any
        period of twelve (12) months.

        Restricted Period means the period of time during which Restricted Stock
        is subject to the restrictions referred to in Section 5(a) hereof.

        Restricted Stock means Common Stock which has been awarded to a
        Participant subject to the restrictions referred to in Section 5(a)
        hereof, so long as such restrictions are in effect.

        Retirement means normal or late retirement pursuant to the terms of a
        pension plan of the Company or its Subsidiaries covering a Participant.

        Subsidiary means any corporation of which the Company owns, directly or
        indirectly, stock having a majority of the total combined voting power
        of all classes of stock in such corporation.


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3.  ADMINISTRATION.

        The Plan shall be administered under the direction of a committee of the
        Board of Directors (the "Committee") consisting of two or more directors
        who are Non-Employee Directors as defined in Rule 16b-3 under the
        Securities Exchange Act of 1934, as amended (the "Exchange Act"). The
        Committee shall have sole and complete authority to (i) select the
        Participants; (ii) determine the number of shares of Common Stock to be
        awarded to each of the Participants and the terms and conditions on
        which such awards will be made; (iii) establish from time to time
        regulations for the administration of the Plan; (iv) interpret the Plan,
        and (v) make all determinations deemed necessary or advisable for the
        administration of the Plan. All decisions, determinations and
        interpretations by the Committee shall be final and binding on all
        Participants.

4.  ELIGIBILITY.

        The Committee shall, from time to time, select Participants from those
        key employees of the Company and its Subsidiaries who are not members of
        the Committee and who, in the opinion of the Committee, have the
        capacity for contributing to the success and growth of the Company and
        its Subsidiaries. No employee of the Company or its Subsidiaries shall
        have a right to be selected as a Participant.

5.    TERMS AND CONDITIONS OF AWARDS.

        All shares of Common Stock awarded under the Plan shall be subject to
        the following terms and conditions and to such other terms and
        conditions, not inconsistent with the Plan, as shall be prescribed by
        the Committee in its sole discretion.

        (a)  At the time of an award of Restricted Stock, the Committee shall
             establish for each Participant one or more Restricted Periods
             during which shares of Common Stock awarded under the Plan may not
             be sold, assigned, transferred, pledged or otherwise disposed of or
             encumbered, except as hereinafter provided in Section 5(b);
             provided, however, that the Committee may, in its discretion,
             accelerate any such Restricted Period with respect to outstanding
             awards of Restricted Stock. Except for such restrictions, the
             Participant as owner of Restricted Stock shall have all the rights
             of a stockholder including but not limited to the right to receive
             all dividends paid on such shares and the right to vote such
             shares.

        (b)  Upon the death, Retirement or Permanent Disability of a
             Participant, upon the involuntary termination by the Company or any
             Subsidiary for reasons other than Cause, or upon the sale of assets
             of the Company or the merger or consolidation of the Company with
             another corporation and the terms of such sale, merger or
             consolidation do not entitle the Participant to shares of the


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             purchasing, surviving or resulting corporation, all of such shares
             shall be free of such restrictions. However, if the Company's Board
             of Directors, in good faith, offers the Participant a similar
             position of equal compensation and title within the Company, it
             shall not be considered involuntary termination for reasons other
             than cause, If a Participant ceases to be an employee of the
             Company or its Subsidiaries for any other reason, then all shares
             of Restricted Stock therefore awarded to him, shall upon such
             termination of employment be forfeited and returned to the Company
             and available for award to another Participant.

        (c)  Each certificate issued in respect of shares of Restricted Stock
             shall be registered in the name of the Participant and deposited by
             him, together with a stock power endorsed in blank, with the
             Company and shall bear the following (or similar) legend:

             The transferability of this certificate and the shares of stock
             represented hereby are subject to the terms and conditions
             (including, in certain circumstances, forfeiture) contained in the
             MAI Systems Corporation 2001 Restricted Stock Plan and an Agreement
             entered into between the registered owner and the Company. A copy
             of such Plan and Agreement is on file in the office of the Company,
             9601 Jeronimo Road, Irvine, California (attn: Finance Department).

        If not then registered under the Securities Act of 1933 (the "Act"),
        each certificate issued in respect of Restricted Stock awarded under the
        Plan shall bear the following (or a similar) additional legend:

             The shares represented by this certificate have not been registered
             under the Securities Act of 1933, and such shares may not be sold,
             assigned, transferred, pledged or otherwise disposed of or
             encumbered unless registered under such Securities Act, or unless,
             in the opinion of counsel for the Company, an exemption is
             available from registration.


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        (d)  An award of Restricted Stock shall not be effective unless the
             Participant enters into an Agreement with the Company in a form
             specified by the Committee agreeing to the terms, conditions and
             restrictions of the award and such other matters as the Committee
             shall in its sole discretion determine. Subject to Section 9(a),
             such terms, conditions and restrictions may be modified by the
             Committee.

        (e)  At the expiration of a Restricted Period, the Company shall deliver
             to the Participant (or his legal representatives, beneficiaries or
             heirs) the certificates of Common Stock deposited with it pursuant
             to Section 5(c) for which such Restricted Period has terminated.

6.  STOCK SUBJECT TO THE PLAN.

        Restricted Stock shall be shares of Common Stock and will be authorized
        but unissued shares or shares acquired by the Company and held in its
        treasury. Subject to adjustment in the number and kind of shares as
        provided in Section 7 hereof, 1,250,000 shares of Common Stock shall be
        reserved for award under the Plan.

7.  CHANGES IN CAPITALIZATION.

        The aggregate number of shares of Common Stock which may be awarded
        under the Plan as provided in Section 6 hereof, shall be appropriately
        adjusted for any increase or decrease in the total number of shares of
        the Company's Common Stock resulting from a division or combination of
        shares or other capital adjustment; or resulting from the payment of a
        stock dividend, or other increase or decrease in such shares effected
        without receipt of consideration by the Company.

8.  EMPLOYEE AND DIRECTOR RIGHTS UNDER THE PLAN.

        No employee, director or other person shall have any right to be awarded
        Common Stock under the Plan. Neither the Plan nor any action taken
        thereunder shall be construed as giving any employee and director any
        right to be retained in the employ of the Company or its Subsidiaries,
        or as a director.

9.  AMENDMENT OR TERMINATION.

        (a)  The Board of Directors may amend the Plan from time to time in such
             respects as the Board of Directors may deem advisable, provided
             that no change may be made in any award theretofore granted which
             would impair the rights of a Participant, without consent of the
             Participant, and provided further, that without the approval of the
             Company's stockholders, no amendment may be made if such approval
             would be required by Rule 16b-3 under the Exchange Act for
             transactions pursuant to the Plan to continue to be exempt
             thereunder. The Committee may amend Agreements between Participants
             and the Company from time to time in such respects as the Committee
             may deem


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             advisable, provided that no change may be made in any award
             theretofore granted which would impair the rights of a Participant
             without the consent of the Participant.

        (b)  The Board of Directors may at any time terminate the Plan. Any such
             termination of the Plan shall not affect awards already in effect
             and such awards shall remain in full force and effect as if the
             Plan had not been terminated.

10. EFFECTIVE DATE AND TERM OF THE PLAN.

        The Plan shall be effective upon adoption by the Board of Directors,
        subject to approval by majority vote of the stockholders of the Company.
        No awards may be made under the Plan subsequent to December 31, 2010.



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