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                                                                  Exhibit 10.7


                                                                  April 16, 2002


Mr. W. Brian Kretzmer
MAI Systems Corporation
9601 Jeronimo Road
Irvine, CA  92618

Re: Issuance of 250,000 Shares of Restricted Stock of MAI Systems Corporation

Dear Brian:

        I am pleased to inform you that the Committee appointed by the Board of
Directors of MAI Systems Corporation (the "Company") to administer the
Restricted Stock Plan of MAI Systems Corporation (the "Plan") has awarded you
250,000 shares of Restricted Stock, subject to your acceptance of the terms,
conditions and restrictions of the award set forth in this letter agreement.
Please indicate your acceptance by signing and returning the enclosed copy of
this letter agreement.

        1. A copy of the Plan is attached hereto, and in all cases the terms of
the Plan govern the conditions under which the shares of Restricted Stock are
awarded to you, except to the extent different terms are set forth herein. Terms
used in this agreement have the same meaning as in section 2 of the Plan.

        2. The Restricted Period shall expire separately with respect to the
number of shares of Restricted Stock awarded to you below on each of the
following dates:


<TABLE>
<CAPTION>
               Number of Shares             Expiration of Restricted Period
               ----------------             -------------------------------
               <S>                          <C>
                     62,500                        May 21, 2002
                     62,500                        May 21, 2003
                     62,500                        May 21, 2004
                     62,500                        May 21, 2005
</TABLE>


        3. Shares of Common Stock awarded to you subject to the same Restricted
Period may not be sold, assigned, transferred, pledged or otherwise disposed of
or encumbered during such Restricted Period except as hereinafter provided.
Except for such restrictions, you 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.

        4. If you cease to be a an employee of the Company for any reason, the
number of shares of Common Stock awarded to you for which the Restricted Period
shall not have expired shall upon such termination of your employment be
forfeited and returned to the Company. The forfeiture provisions will cease to
apply if: (a) the Company consummates either a sale of all or substantially all
of the assets of the Company or a consolidation or merger of the Company with
any other corporation (other than a merger or consolidation which would result
in the voting securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity) more than 50% of the combined
voting power of the voting securities of the Company or such surviving


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entity outstanding immediately after such merger or consolidation); or (b)
Richard S. Ressler is no longer the Chairman of the Board of Directors of the
Company.

        5. Each certificate issued in respect of shares of Restricted Stock
awarded under the Plan shall be registered in your name and deposited by you,
together with a stock power in the form set forth in Exhibit A hereto, with the
Company and shall bear the following (or a similar) legend:

               "The transferability of this certificate and the shares of stock
        represented hereby are subject to the terms and conditions (including
        forfeiture) contained in Section 5 of the Restricted Stock Plan of MAI
        Systems Corporation and an Agreement entered into between the registered
        owner and MAI Systems Corporation. A copy of such Plan is on file in the
        office of the Company, 9601 Jeronimo Road, Irvine, California (attn:
        Finance Department)."

               At the expiration of the Restricted Period for a given number of
shares, the Company shall redeliver to you (or your legal representatives,
beneficiaries or heirs) from the shares of Common Stock deposited with it the
number of shares which have then ceased to be Restricted Stock. At this time, it
is the Company's intention that all shares of Common Stock delivered to you will
be registered under the Securities Act of 1933 (the "Act"). If the shares are
not so registered, or have ceased to be so registered at delivery, the Company
will notify you. You agree that if you are notified that shares of Common Stock
delivered to you are not registered under the Act, prior to making any sale,
assignment, transfer, pledge or other disposition (after expiration of the
Restricted Period) of any shares of Common Stock awarded to you under the Plan,
you will give written notice to the Company describing the manner of such
proposed disposition and containing such other information as shall be necessary
to enable counsel for the Company to determine whether registration of such
shares under the Act is required in connection with such proposed disposition.
You further agree that you will not effect such proposed disposition until
either (i) the Company has notified you that in the opinion of its counsel
registration of such shares under the Act is not required in respect of such
proposed disposition, or (ii) a registration statement under the Act covering
such shares has been filed by the Company with the Securities and Exchange
Commission and is effective under the Act as to such proposed disposition.

        6. The Company has the right to withhold all applicable income and
employment taxes due and owning at the time a given number of shares of
Registered Stock become taxable, and/or to delay delivery of Registered Stock
until appropriate arrangements have been made for payment of such withholding.

        7. In the event of any change in the outstanding shares of Common Stock
by reason of any stock dividend or split, recapitalization, merger,
consolidation, combination or exchange of shares or other similar corporate
change, the maximum aggregate number and class of shares as to which awards may
be granted under the Plan shall be appropriately adjusted by the Committee,
whose determination shall be conclusive. Any shares of stock or other securities
received by a Participant with respect to a number of shares of Restricted Stock
for which the Restricted Period shall not have expired will be subject to the
same restrictions with respect to an equivalent number of shares and shall be
deposited with the Company.

        8. Nothing herein contained shall affect the right of the Company to
terminate your services, responsibilities and duties any time for any reason
whatsoever.


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        9. Any notice to be given to the Company shall be addressed to the
Secretary of the Company at 9601 Jeronimo Road, Irvine, CA 92618 and any notice
to be given you shall be addressed to you at your residence or as it may
hereafter appear on the employment records of the Company, or at such other
address as may hereafter be designated in writing.

        10. This letter agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Delaware.


                                           Sincerely,

                                           MAI SYSTEMS CORPORATION



                                           By:
                                              --------------------------------
                                               James W. Dolan,
                                               Chief Financial and Operating
                                               Officer


Accepted and agreed to as of the date
first above written:


----------------------------
W. Brian Kretzmer


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                                    Exhibit A

                                   STOCK POWER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:
MAI SYSTEMS CORPORATION, his Shares of the Common Stock of MAI Systems
Corporation standing in my name on the books of said Corporation represented by
Certificate No. ___ herewith and do hereby irrevocably constitute and appoint
James W. Dolan, or his nominee, attorney to transfer the said stock on the books
of the within named Corporation with full power of substitution in the premises.

DATED:  April ___, 2002             BY:
                                        --------------------------------

                                    PRINT NAME:  W. Brian Kretzmer

                                    The signature(s) on this Assignment must
                                    correspond with the name(s) on the face of
                                    the certificate in every particular, without
                                    alteration or enlargement, or any change.

                                    IN THE PRESENCE OF:

                                    -------------------------------------