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                                                                    Exhibit 10.5

                 EXCLUSIVE WORLDWIDE SOFTWARE LICENSE AGREEMENT

     The following constitutes an Exclusive Worldwide Software License
Agreement between Christian Rivadalla d/b/a Enterprise Hospitality Solutions
and Enterprise Hospitality Solutions, Inc., (collectively "EHS" or "Licensor")
on the one hand, and MAI Systems Corporation, and all of its affiliates and
subsidiaries("MAI") on the other hand, with respect to the Lodging Touch client
server software applications specified herein. The parties hereby acknowledge
and agree as follows:

          1.  TERMINATION OF 1996 LICENSE AGREEMENT -- All parties jointly agree
          and acknowledge that the October 1996 License Agreement between MAI
          Systems Corporation and Christian Rivadalla d/b/a Enterprise
          Hospitality Solutions, and all amendments thereto, is hereby
          terminated effective as of September 30, 1999.

          2.  SOURCE CODE -- EHS agrees to provide MAI with a copy of the
          existing source code, object code, specifications and documentation
          for the existing Lodging Touch client server software applications, as
          listed in Exhibit A to this letter, on or before September 30, 1999.

          3.  EXCLUSIVE WORLDWIDE SOFTWARE LICENSE/USE OF LODGING TOUCH NAME/EHS
          NAMED ACCOUNTS -- Effective as of October 1, 1999, MAI shall obtain an
          exclusive worldwide license to market, distribute, and modify the
          software applications listed in Exhibit A, and all enhancements and
          derivative works which are subsequently created by MAI or under MAI's
          direction. MAI shall also acquire a non-exclusive license to the use
          of the Lodging Touch name and the Lodging Touch trademark with respect
          to the software application listed in Exhibit A. EHS agrees that it
          will not release any new property management software applications
          under the Lodging Touch name. Notwithstanding the foregoing, however,
          the foregoing grant of rights to MAI shall be non-exclusive with
          respect to the Named Accounts, as listed in Exhibit B hereto. MAI
          shall be granted a non-exclusive royalty-free worldwide right to use
          the database scheme (EHSBASE) developed by EHS. EHS agrees that it
          shall only use its own copy of the source code for the applications as
          described in Exhibit A (and any EHS derivative works or enhancements
          thereto) to service the Named Accounts listed in Exhibit B. The
          parties agree that any derivative works based upon the licensed
          software created by MAI under this Agreement, and all intellectual
          property, trade secret and other proprietary rights therein and
          thereto, shall be the sole and exclusive property to MAI, both during
          and following the expiration or other termination of this Agreement.



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     4.   ROYALTIES TO EHS - MAI agrees to pay EHS on or before the last
     business day of each month a 10% royalty on the net software price (1) of
     all properties that are serialized during the preceding month with respect
     to the software applications listed in Exhibit A,(2) including all revenues
     generated from all derivative works or enhancements to the software that
     are subsequently created by MAI or under MAI's supervision. The
     serialization process for these software applications will be conducted
     jointly by EHS and MAI. EHS shall retain full audit rights which it may
     invoke not more than two times per year. If MAI fails to pay any of the
     royalties due for any two (2) consecutive months, then EHS shall be
     entitled to give MAI notice of the breach, and MAI shall cure within
     fifteen (15) days. In the event that, following such notice by EHS, MAI
     fails to cure and fails to pay EHS any portion of the total royalties that
     are due for any three (3) consecutive months, then all of MAI's rights
     under this Agreement shall immediately terminate, without any further
     notice requirements or opportunity to cure(3).

     5.   JOINT PRESS RELEASE - The parties will draft a joint press release
     announcing their new agreement. The press release will not be distributed
     unless and until this Agreement is executed by all parties.

     6.   RELEASE OF ALL OTHER CLAIMS - Except as specified in this Agreement,
     the parties will waive all claims they may have against each other as of
     the effective date of this Agreement, and each party shall bear its own
     costs and attorneys' fees.

     7.   EHS Warranties

          7.1 Ownership. Licensor warrants, represents and agrees with respect
              to the licensed software and documentation contained in Exhibit A
              and materials provided to MAI by Licensor, that (i) Licensor has
              full and sufficient right to grant the rights and/or license
              granted to MAI hereunder free of all liens, claims, encumbrances
              and other restrictions; and (ii) the licensed software and
              documentation (Exhibit A), including all preexisting works used or
              incorporated in the licensed software and documentation (Exhibit
              A), does not

_____________

(1)  The "net software price" is the price for the software as specified in the
contract between MAI and its customer, less (i) any discounts given by MAI,
(ii) returns, and (iii) any federal, state or foreign sales, excise, or other
taxes or tariffs imposed on the licensing, manufacture and/or distribution of
the software (not including taxes on net income).

(2)  Notwithstanding the above. The royalty rates payable to EHS with respect
to all software under the Joint Armed Services agreement as reflected in the
Contract Line Item Numbers (CLIN), shall be reduced to 20%.

(3)  Either party shall retain all rights to seek damages or injunctive relief
from the other as a result of any breach of this Agreement.
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              infringe any patent, copyright, trademark or other intellectual
              property rights (including trade secrets), privacy, publicity or
              similar rights of any third party, nor has any claim (whether or
              not embodied in an action, past or present,) of such infringement
              been threatened or asserted, and no such claim is pending against
              Licensor or, insofar as Licensor is aware, against any third
              party. Licensor further warrants that the software listed in
              Exhibit A and the related documentation do not incorporate and are
              not derived from any third party software or other materials. If
              MAI or any successor company files a claim against EHS for breach
              of any of the warranties or representations contained in this
              paragraph, the prevailing party in that action shall be entitled
              to recover reasonable costs, expenses and attorneys' fees. EHS IS
              PROVIDING THE SOFTWARE UNDER THIS AGREEMENT "AS-IS". EXCEPT AS
              SPECIFICALLY PROVIDED IN THIS AGREEMENT, EHS MAKES NO OTHER
              WARRANTIES WITH RESPECT TO THE SOFTWARE, EXPRESS OR IMPLIED,
              INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF
              MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

          7.2 No Code Designed to Damage: Licensor represents, warrants and
              agrees that to the best of Licensor's knowledge the licensed
              software contained in Exhibit A shall not contain any code,
              programming instruction or set of instructions that is
              intentionally constructed with the ability to damage, interfere
              with or otherwise adversely affect computer programs, data files,
              or hardware without the consent and intent of the computer user,
              including without limitation code such as "viruses," "Trojan
              horses," "bombs," "worms," or similar disabling, destructive,
              self-replicating or paralyzing programs, or programs that
              interfere with use of the Licensed Software by locking out
              computer users or require the use of passwords or other mechanisms
              that inhibit use, or programs that disable or interfere with use
              of the licensed software listed in Exhibit A after the expiration
              of a designated period of time. Licensor shall promptly notify MAI
              of any Licensor knowledge or suspicion of any such problem that
              might affect the licensed software (Exhibit A) or any materials
              delivered to MAI by Licensor hereunder.

     8.   ENTIRE AGREEMENT - This Agreement and the attachments hereto
     constitute the entire understanding and agreement between the parties with
     respect to the subject matters identified herein, and it supercedes any and
     all prior or contemporaneous oral or written communications between the
     parties with respect to the subject matter hereof. This Agreement may not
     be amended,

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          modified or altered in any way except by a writing duly signed by an
          authorized representative of the parties. The payments to be received
          under this Agreement are freely assignable. The duties and obligations
          of the parties may be assigned with the written consent of the other
          party, which consent will not be unreasonably withheld provided that
          MAI may assign this agreement to an affiliate of MAI without obtaining
          such consent.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement,
effective as of August 20, 1999.


MAI SYSTEMS CORPORATION


By: /s/ W. Brian Kretzmer
   -------------------------------
   W. Brian Kretzmer
   Chief Executive Officer



CHRISTIAN RIVADALLA d/b/a ENTERPRISE HOSPITALITY SOLUTIONS


By: /s/ Christian Rivadalla
   -------------------------------
   Christian Rivadalla



ENTERPRISE HOSPITALITY SOLUTIONS, INC.


By: /s/ Christian Rivadalla
   -------------------------------
   Christian Rivadalla
   President and Chief Executive Officer
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                                   EXHIBIT A


            Lodging Touch Client/Server Software Suite Owned By MAI

Cerebro/Libica -- Hospitality Operations
     Central Reservation -- PMWIN Powerbuilder 6.5 code base
     Central Information -- PMWIN Powerbuilder 6.5 code base
     Property Management -- PMWIN Powerbuilder 6.5 code base
     Wholesaler -- PMWIN Powerbuilder 6.5 code base
     Catering -- PMWIN Powerbuilder 6.5 code base
     Contact Management -- PMWIN Powerbuilder 6.5 code base
     Kiosk -- ONETOUCH Powerbuilder 6.5 code base

Cenacolo -- Hospitality Food & Beverage Operations
     Point of Sale -- FBWIN Powerbuilder 6.5 code base
     Cost and Inventory Control -- MAYOLICA Powerbuilder 6.5 code base

Interfaces -- Hospitality Interfaces
     DataMover Plus -- DMPLUS Powerbuilder 6.5 code base
     UMM -- UMM Powerbuilder 6.5 code base
     UMMIPU -- UMMIPU Powerbuilder 6.5 code base
     UMMCRS -- UMMCRS Powerbuilder 6.5 code base
     EMLQ -- EMLQ Powerbuilder 6.5 code base
     LQCON -- LQCON Powerbuilder 6.5 code base
     YM -- Only Specifications available, no code presently written, this is for
     the future Talus Interface

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                                   EXHIBIT B

                               EHS NAMED ACCOUNTS


1.   Best Western International
2.   Sol Melia Hotels
3.   Choice Hotels
4.   Marriott Hotels
5.   Tradewinds
6.   Starwood
7.   Joint Armed Services