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                                                                    EXHIBIT 10.3

[MOSAIX LOGO]                   1997 MANAGEMENT & COMPANY PERFORMANCE BONUS PLAN
================================================================================
OBJECTIVES

Objectives to be served by Mosaix's annual cash incentive compensation plan for
senior managers ("the Plan") include the following:

-    Motivate key managers to focus on the company's financial performance and
     achieving superior financial results.

-    Reward key managers with significant upside bonus potential for company and
     business unit financial results that exceed challenging target levels.

-    Reward contributions based on the manager's own individual performance.

PLAN DESIGN

With these basic objectives in mind, the Plan incorporates the following key
features:

-    The Plan has three levels of participation, as defined below. The levels
     generally correspond with organizational levels, and higher participation
     levels offer greater bonus opportunity.

-    For corporate plan participants, the company's annual net operating income
     and revenue achieved versus plan will determine a percentage of annual base
     salary to be paid out as a bonus. This percentage will be different across
     the three participation levels but will be the same for each participant in
     a particular level.

-    Participants in Mosaix's business units may receive incentive compensation
     based on a combination of both corporate and business unit performance. The
     performance measures for the business unit portion will be the unit's
     revenue and contribution achieved versus plan.

-    A participant's final bonus may be increased or decreased by a factor that
     is based on an assessment of the individual's performance, as described
     below,

-    The maximum bonus that may be earned is 150% of eligible base salary.

PLAN PARTICIPATION AND RESPONSIBILITY LEVELS

The Plan's participating positions are described below. An employee must hold an
approved Plan position to participate in the Plan. Level I and Level II
participants will include both corporate participants only and participants in
the combination corporate/business unit portion of the Plan. The following
positions will participate in the Plan in 1997 at the responsibility level
indicated:

Level             Participating Position(s)

CEO               Chief Executive Officer

Level I           President, Executive Vice Presidents, Senior Vice Presidents

Level II          Vice Presidents and Directors, excluding those on sales
                  incentive plans

The Compensation Committee of the Board of Directors will approve the
participating positions in the Plan, based on recommendations by Mosaix's Chief
Executive Officer. Mosaix's CEO will have the discretion to add or remove
employees from the Plan, if they move into or leave positions previously
approved by the Compensation Committee.

-    If an employee leaves a Plan position but stays with the company in a
     non-Plan position, he or she will participate in the Plan only for each
     full quarter worked in the Plan position.

-    Likewise, if an employee moves into a Plan position from a non-Plan
     position during the year, he or she will participate in the Plan only for
     full quarters worked in the Plan position.

-    Finally, an individual must work at Mosaix for at least one full financial
     quarter to participate in the Plan and must be employed by Mosaix at the
     time bonus checks are distributed in order to receive a bonus under the
     Plan.
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January 29, 1997                                                    Confidential
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1997 MANAGEMENT & COMPANY PERFORMANCE BONUS PLAN

DEFINITIONS

- "Revenue"                   For "planned," the annual revenue target as
                              determined by Mosaix's Chief Executive Officer.
                              For "actual," yearly audited net revenues (total
                              revenues less returns and allowances). "Revenue"
                              will apply to both consolidated total revenues for
                              Mosaix and to business unit revenues.

- "Operating Income"          For "planned," the annual net operating income
                              target for Mosaix as determined by Mosaix's Chief
                              Executive Officer, including budgeted management
                              bonuses under this Plan. For "actual," the annual
                              audited net operating income for Mosaix, plus
                              actual accrued management bonus expenses.

- "Contribution"              A business unit performance measure that is
                              defined as revenues minus cost of sales minus
                              direct expenses.

- "Business Units"            For 1997, there will be three Mosaix business
                              units for Plan purposes:

                              -     Call Center Applications Group

                              -     ViewStar Enterprise Applications Group

                              -     Professional Services Group

- "Payout Table"              A table mapping the percentage achievement of
                              planned revenue and net operating income or
                              contribution to a percentage of eligible base
                              salary to be earned as a bonus. There will be one
                              payout table for a corporate Plan participant
                              based on corporate performance. There will be two
                              payout tables for corporate/business unit
                              participants: one based on corporate performance
                              and the other based on business unit performance.

- "Bonus Percentage"          The percentage of eligible base salary to be
                              earned as a bonus, obtained from the payout
                              table(s). There will be one bonus percentage for
                              corporate participants and two for
                              corporate/business unit participants.

- "Performance Factor"        A factor to be multiplied by the individual's
                              bonus percentage to determine a final bonus payout
                              amount.

                              -     The factor is discretionary and is based on
                                    a subjective evaluation of the participant's
                                    performance for the year.

                              -     The factor may range from 0 to 2.0, meaning
                                    that the bonus payout may be eliminated or
                                    doubled, to a maximum bonus of 150% of base
                                    salary.

                              -     The factor may be fractional and may be
                                    greater or lower than 1.0. It is expected
                                    that Performance Factors will be tightly
                                    distributed around 1.0.

                              -     There will only be one performance factor
                                    per participant, to be applied against both
                                    bonus percentages for corporate/business
                                    unit participants.

- "Eligible Base Salary"      The participant's annual base salary rate at the
                              end of the year, applied over the entire year. The
                              eligible base salary rate does not include:

                              -     Stipend, premium, or salary supplement

                              -     Mileage, per diem, or benefits payments

                              -     Incentive or bonus pay

                              -     Commissions

                              -     Pay associated with carrying an electronic
                                    pager

                              -     Salary for quarters for which the
                                    participant is not eligible


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January 29, 1997                                                     Page 2 of 6
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1997 MANAGEMENT & COMPANY PERFORMANCE BONUS PLAN

CORPORATE PLAN PARTICIPANTS

For corporate plan participants, bonus percentages will be extracted from the
payout tables below. The tables will determine bonus percentages from actual
audited consolidated financial results achieved, using interpolations or
extrapolations as necessary. No bonuses will be earned if net operating income
or revenue achievement falls below the minimum levels shown on the tables. The
minimum hurdle for payouts is achievement of 75% of planned operating income and
75% of planned revenues. The bonus percentage determined for each level will
apply to each manager at that level.


CEO LEVEL                 Actual % Of Target Operating Income
<TABLE>
<CAPTION>
                         75%      90%     100%     120%     140%
                        ----------------------------------------
<S>                     <C>      <C>     <C>      <C>      <C>
 Actual         75%     25.0%    32.5%   37.5%    55.0%    70.0%
                        ----------------------------------------
  % Of          90%     32.5%    40.0%   45.0%    60.0%    75.0%
                        ----------------------------------------
 Target        100%     37.5%    45.0%   50.0%    70.0%    85.0%
                        ----------------------------------------
 Total         120%     45.0%    50.0%   55.0%    75.0%    95.0%
                        ----------------------------------------
Revenues       140%     50.0%    55.0%   60.0%    85.0%   105.0%
                        ----------------------------------------
</TABLE>

LEVEL 1                    Actual % Of Target Operating Income

<TABLE>
<CAPTION>
                         75%        90%      100%     120%      140%
                        ---------------------------------------------
<S>                     <C>       <C>       <C>      <C>       <C>
 Actual         75%     17.50%    22.75%    26.25%   40.00%    55.00%
                        ---------------------------------------------
  % Of          90%     22.75%    28.00%    31.50%   45.00%    60.00%
                        ---------------------------------------------
 Target        100%     26.25%    31.50%    35.00%   55.00%    70.00%
                        ---------------------------------------------
 Total         120%     31.50%    35.00%    40.00%   60.00%    80.00%
                        ---------------------------------------------
Revenues       140%     35.00%    40.00%    45.00%   70.00%    95.00%
                        ---------------------------------------------
</TABLE>

LEVEL II                 Actual % Of Target Operating Income

<TABLE>
<CAPTION>
                          75%     90%     100%    120%   140%
                          ----------------------------------
<S>                       <C>     <C>     <C>     <C>    <C>
 Actual          75%      10%     13%     15%     25%    40%
                          ----------------------------------
  % Of           90%      13%     16%     18%     30%    45%
                          ----------------------------------
 Target         100%      15%     18%     20%     40%    55%
                          ----------------------------------
 Total          120%      18%     20%     25%     45%    65%
                          ----------------------------------
Revenues        140%      20%     25%     30%     55%    80%
                          ----------------------------------
</TABLE>

The bonus percentages will be interpolated within these tables for financial
results that fall between the major increments shown. For example, for net
operating and revenue achievement of 95% of target, the bonus percentages will
be interpolated as shown below. Above 140% net operating income and/or revenue
achievement, the bonus percentages will be extrapolated based on the linear
relationships between 120% and 140% plan achievement expressed in the tables.

<TABLE>
<CAPTION>
                     95% NOI, 95% Revenue        150% NOI, 150% Revenue
                     --------------------        ----------------------
<S>                  <C>                         <C>
 - CEO Level                45.0%                       120%
 - Level I                  31.5%                       115%
 - Level II                 18.0%                       100%
</TABLE>

PERFORMANCE FACTOR

A performance factor may be used to increase or decrease the Plan participant's
bonus payout based on a subjective assessment of the individual's performance
and contributions over the course of the year. The performance factor will be
multiplied by the participant's bonus percentage(s) to yield a final bonus
payout percentage. A Level II corporate participant with a performance factor of
1.1 would receive a bonus payout of 22%, given 100% achievement of corporate
revenue and net operating income targets. This 22% equals the 20% bonus
percentage at target multiplied by the 1.1 performance factor.

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January 29, 1997                                                     Page 3 of 6
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1997 MANAGEMENT & COMPANY PERFORMANCE BONUS PLAN

The performance factor is discretionary in nature, but should be correlative to
the individual's performance level for 1997 as assessed in January 1998. The
factor may vary between 0 and 2.0 and may be fractional. It is anticipated that
performance factors will be tightly distributed around 1.0.

<TABLE>
<S>                     <C>                      <C>                  <C>
Individual Performance  [arrows pointing right]  Better Performance   [arrows pointing right]
Performance Factor               0.0                   1.0                     2.0
</TABLE>

As part of the Plan administration, a performance appraisal will be completed
for each Plan participant by the end of January 1998. This annual performance
evaluation is the only appraisal required for the Plan participant.

-    Mosaix's Chief Executive Officer will be evaluated by the Compensation
     Committee of the Board of Directors by the end of February 1998.

-    The Chief Executive Officer will evaluate direct-report Plan participants
     by January 31, 1998.

-    The managers included in the Plan who are not direct reports to the Chief
     Executive Officer will be evaluated by the appropriate Level I executive by
     January 31, 1998.

A Management & Company Performance Bonus Plan Oversight Committee will review
the performance of all Vice President- and director-level participants to ensure
consistency and fairness in performance ratings. Committee membership will
include Mosaix's Chief Executive Officer and Executive Director, Human
Resources.

BONUS PAYOUTS

100% of bonuses earned will be paid as soon as is practical following
publication of audited financial statements for the year and approval of
recommended bonuses by the Compensation Committee of the Board of Directors.
Estimated federal income taxes of at least 28% and other required payroll taxes
will be withheld. Estimated bonuses payable will be accrued throughout the year
in proportion to planned revenue and operating income. Adjustments in accruals
will be made periodically to reflect actual performance relative to plan.

Staff members who are assigned to different responsibility levels during the
year will have their bonuses calculated based on the quarters assigned to each
responsibility level. Likewise, any staff member who is added to the Plan after
January 1, 1997 will have his or her bonus calculated on a prorated basis, based
on full quarters worked while on the Plan.

EXAMPLE PAYOUT CALCULATIONS

Examples of bonus calculations are presented below for all three participation
levels, a variety of company financial performance levels, and a number of
different performance factors.

<TABLE>
<CAPTION>
                          Revenue               NOI                                                   Final
Participation           Achievement         Achievement         Bonus          Performance           Payout
     Level              Percentage          Percentage       Percentage          Factor            Percentage
     -----              ----------          ----------       ----------          ------            ----------
<S>                     <C>                 <C>              <C>               <C>                 <C>
      CEO                   100%                100%               50%            1.3                 65.00%
      CEO                    90%                 95%             42.5%            1.1                 46.75%
      CEO                   100%                120%               70%            1.2                 84.00%

    Level I                 100%                100%               35%            1.3                 45.50%
    Level I                  90%                 95%            29.75%            1.1                 32.73%
    Level I                 100%                120%               55%            1.2                 66.00%

   Level II                 100%                100%               20%            1.3                 26.00%
   Level II                  90%                 95%               17%            1.1                 18.70%
   Level II                 100%                120%               40%            1.2                 48.00%
</TABLE>


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1997 MANAGEMENT & COMPANY PERFORMANCE BONUS PLAN

CORPORATE/BUSINESS UNIT PLAN PARTICIPANTS

Corporate/business unit MCPBP participants will include those Plan participants
responsible for the effective operation and profitability of their business
units, as determined by Mosaix's CEO. Each participant will be notified as to
whether he or she is a corporate participant or a corporate/business unit
participant.

LEVEL I PARTICIPANTS

The corporate/business unit MCPBP will base approximately 70% of a Level I
participant's performance bonus target on corporate performance and 30% on
business unit performance. 

-    Therefore, the target bonus of 35% of base salary for 100% plan achievement
     will be composed of 25% for corporate performance and 10% for business unit
     performance.

-    The corporate performance measures will continue to be annual net operating
     income and revenue achieved versus target.

-    The business unit performance measures will be the unit's annual revenue
     and contribution achieved versus target.

-    The following payout tables will apply for Level I participants:

CORPORATE                      Actual % Of Target
                           Corporate Operating Income
<TABLE>
<CAPTION>
                       75%     90%     100%     120%     140%
                     -----------------------------------------
<S>                  <C>     <C>      <C>      <C>      <C>
  Actual       75%   12.50%  16.25%   18.75%   28.50%   39.25%
                     -----------------------------------------
   % Of        90%   16.25%  20.00%   22.50%   32.00%   42.75%
                     -----------------------------------------
  Target      100%   18.75%  22.50%   25.00%   39.25%   50.00%
                     -----------------------------------------
Corporate     120%   22.50%  25.00%   28.50%   42.75%   57.00%
                     -----------------------------------------
 Revenue      140%   25.00%  28.50%   32.00%   50.00%   68.00%
                     -----------------------------------------
                                     --------
                                      Target    =   35% of Salary
                                     --------
</TABLE>


BUSINESS                      Actual % Of Target
UNIT                           Unit Contribution

<TABLE>
<CAPTION>
                      75%     90%      100%     120%    140%
                    -----------------------------------------
<S>                 <C>      <C>      <C>      <C>     <C>
 Actual        75%   5.00%    6.50%    7.50%   11.50%  15.75%
                    -----------------------------------------
  % Of         90%   6.50%    8.00%    9.00%   13.00%  17.25%
                    -----------------------------------------
 Target       100%   7.50%    9.00%   10.00%   15.75%  20.00%
                    -----------------------------------------
  Unit        120%   9.00%   10.00%   11.50%   17.25%  23.00%
                    -----------------------------------------
 Revenue      140%  10.00%   11.50%   13.00%   20.00%  27.00%
                    -----------------------------------------
</TABLE>


LEVEL II PARTICIPANTS

The corporate/business unit MCPBP will base 75% of a Level II participant's
performance bonus target on corporate performance and 25% of the bonus target on
business unit performance. 

-    Therefore, the target bonus of 20% of base salary for 100% plan achievement
     will be composed of 15% for corporate performance and 5% for business unit
     performance.

-    The corporate and business unit performance measures will be the same as
     for Level I.

-    The following payout tables will apply for Level II participants:

CORPORATE                      Actual % Of Target
                           Corporate Operating Income

<TABLE>
<CAPTION>
                       75%      90%     100%     120%     140%
                     -----------------------------------------
<S>                  <C>     <C>      <C>      <C>     <C>
  Actual       75%    7.50%   9.75%   11.25%   18.75%   30.00%
                     -----------------------------------------
   % Of        90%    9.75%  12.00%   13.50%   22.50%   33.75%
                     -----------------------------------------
  Target      100%   11.25%  13.50%   15.00%   30.00%   41.25%
                     -----------------------------------------
Corporate     120%   13.50%  15.00%   18.75%   33.75%   48.75%
                     -----------------------------------------
 Revenue      140%   15.00%  18.75%   22.50%   41.25%   60.00%
                     -----------------------------------------

                                     --------
                                      Target    =   20% of Salary
                                     --------
</TABLE>

BUSINESS                      Actual % Of Target
UNIT                           Unit Contribution

<TABLE>
<CAPTION>
                     75%      90%      100%     120%    140%
                     ----------------------------------------
<S>                  <C>      <C>     <C>      <C>     <C>
 Actual        75%   2.50%    3.25%    3.75%    6.25%  10.00%
                     ----------------------------------------
  % Of         90%   3.25%    4.00%    4.50%    7.50%  11.25%
                     ----------------------------------------
 Target       100%   3.75%    4.50%    5.00%   10.00%  13.75%
                     ----------------------------------------
  Unit        120%   4.50%    5.00%    6.25%   11.25%  16.25%
                     ----------------------------------------
 Revenue      140%   5.00%    6.25%    7.50%   13.75%  20.00%
                     ----------------------------------------
</TABLE>

No bonuses based on business unit performance may be earned for either level of
participation unless corporate performance exceeds both 75% of target revenue
and net operating income. If this condition is met, the bonuses determined by
the two payout tables will be additive. For example, if corporate performance
yields an 11.25% bonus percentage and business unit performance yields a 3.75%
percentage, the total bonus will be 15.00%. This

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1997 MANAGEMENT & COMPANY PERFORMANCE BONUS PLAN


percentage will continue to be increased or decreased on an individual basis by
a performance factor as described above.





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January 29, 1997                                                     Page 6 of 6
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1997 MANAGEMENT & COMPANY PERFORMANCE BONUS PLAN

For results between the increments shown, bonus percentages will be interpolated
as described above. For results above 140% of plan, bonus percentages will be
extrapolated in the same manner as described above. The maximum total bonus that
may be earned by a corporate/business unit participant is 150% of eligible base
salary.

DESIGNATION OF BENEFICIARY

Any payment actually payable under this Plan but which is unpaid at the time of
a participant's death shall be paid to the beneficiary designated by the
participant on Mosaix's group life insurance/ accidental death & dismemberment
Beneficiary Designation form. This form is filed in the participant's personnel
file.

The designated beneficiary may be changed from time to time by filing a new
Beneficiary Designation form. The designation last filed shall control the
person to whom Plan payments will be made.

In the event that no beneficiary is designated or the designated beneficiary
shall predecease the participant, any unpaid amount shall be paid to the
participant's executor or administrator. Payments to the beneficiary, executor,
or administrator of a deceased participant shall be made in a lump sum as soon
as is administratively feasible.

GENERAL PROVISIONS

-    The Plan is effective as of January 1, 1997 and is effective for 1997 only.
     The Plan can be amended or terminated at any time by action of the
     Compensation Committee of the Board of Directors.

-    Should operating income or revenues fall below 75% of target for the year,
     the Board of Directors, in its discretion, may make special bonus payments
     to Plan participants.

-    Managers included in the Plan must be active employees of Mosaix, Inc. on
     the date that bonuses are paid to receive a bonus.

-    The Plan is not a contract between the Company and any employee. Nothing
     contained in the Plan gives any employee the right to be retained in the
     employ of the Company, or interferes with the right of the Company to
     terminate the employment of any employee at any time without regard to the
     effect that such termination may have on any opportunities under the Plan.

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January 29, 1997                                                     Page 7 of 6