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                                                                     EXHIBIT 4.5

                             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.

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.


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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 purchasing, surviving or resulting
          corporation, all of such shares shall be free of such restrictions. 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, CA
          (attn: Finance Dept.)."

          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."

     (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.


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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 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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