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                                                                  Exhibit 10.5


                                                                  April 16, 2002


Mr. Stephen Ross
5036 Veloz Avenue
Tarzana, CA  91356

Re: Issuance of 50,000 Shares of Restricted Stock of MAI Systems Corporation

Dear Steve:

        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
50,000 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>
                     12,500                        May 21, 2002
                     12,500                        May 21, 2003
                     12,500                        May 21, 2004
                     12,500                        May 21, 2005
</TABLE>


        3. Shares of Common Stock awarded to you subject to a 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 director or 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
directorship be forfeited and returned to the Company. The forfeiture provisions
will cease to apply if 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)


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more than 50% of the combined voting power of the voting securities of the
Company or such surviving entity outstanding immediately after such merger or
consolidation).

        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 Subsidiaries 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. 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


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addressed to you at your residence stated above 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.

        9. 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:
                                          --------------------------------
                                             W. Brian Kretzmer,
                                             Chief Executive Officer, President
                                             and Secretary


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


----------------------------
Stephen Ross


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                                   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
William Brian Kretzmer, 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: Stephen Ross

                                    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:

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