EXHIBIT 99


                              CAUTIONARY STATEMENT

         The Company, or persons acting on behalf of the Company, or outside
reviewers retained by the Company making statements on behalf of the Company, or
underwriters, from time to time, may make, in writing or orally, "forward-
looking statements" within the meaning of Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. When used in conjunction with an identified forward-looking statement,
this Cautionary Statement is for the purpose of qualifying for the "safe harbor"
provisions of such sections and is intended to be a readily available written
document that contains factors that could cause results to differ materially
from such forward-looking statements. These factors are in addition to any other
cautionary statements, written or oral, which may be made or referred to in
connection with any such forward-looking statement.

         The following matters, among others, may have a material adverse effect
on the business, financial condition, liquidity, results of operations or
prospects, financial or otherwise, of the Company. Reference to this Cautionary
Statement in the context of a forward-looking statement or statements shall be
deemed to be a statement that any one or more of the following factors may cause
actual results to differ materially from those in such forward-looking statement
or statements:

WE HAVE EXPERIENCED SUBSTANTIAL LOSSES AND WE CANNOT ASSURE YOU THAT WE WILL
OPERATE PROFITABLY IN THE FUTURE.

         We reported net losses from operations of approximately $12.1 million
for 2000. At December 31, 2000, we had negative working capital of approximately
$9.1 million. Our losses in 2000 are primarily attributable to losses from
operations and losses attributable to the rescission and discontinuation of
operations of substantially all or our subsidiaries. We cannot be certain that
we can achieve or sustain profitability in the future.

IF WE FAIL TO COMPETE EFFECTIVELY WITH CURRENT OR FUTURE COMPETITORS, OUR
REVENUES AND OPERATING RESULTS WILL BE HARMED.

         We compete in the systems and network management products and services
market. The market for our products and services is highly competitive and we
expect competition to intensify in the future. Most of our competitors have
significantly greater financial, technical and marketing resources than we do.
These competitors may be able to respond more rapidly than us to new
technologies or changes in customer requirements. They may also devote greater
resources to the development and promotion of their products than we do.

         Increased competition could result in price reductions, reduced margins
and loss of market share. New products or technologies developed by our
competitors could reduce sales and market acceptance of our products or make our
products obsolete. Our failure to compete successfully against current or future
competitors could seriously harm our business, financial condition and results
of operations.

IF OUR VIRTUAL COMMAND CENTER PRODUCT DOES NOT ACHIEVE BROAD MARKET ACCEPTANCE,
OUR PRODUCT REVENUE WILL DECREASE AND MAY DECREASE SIGNIFICANTLY.

         Our VCC product is still relatively new and we cannot be certain that
it will achieve high levels of demand and market acceptance. In 2000, we sold
approximately 10 units of the VCC system to 4 customers. If we are not able to
increase the number of customers, or if we are not able to renew a significant
portion of our maintenance agreements with existing customers, our business and
financial performance will be adversely affected.

IF OUR EFFORTS TO SELL OUR OTHER LINES OF BUSINESS AND PRODUCTS AND TO FOCUS ON
THE SYSTEMS AND NETWORK MANAGEMENT BUSINESS ARE NOT SUCCESSFUL, OUR BUSINESS MAY
BE ADVERSELY AFFECTED

         We have decided to sell our other lines of business and products and to
focus our business on our enterprise management professional services and on our
VCC system. We operate in a highly competitive market that is characterized by
rapid technological change and changing customer requirements. Our future
success depends in part on our ability to develop and introduce new products and
enhancements to existing products on a successful and




timely basis. If we fail to develop and introduce new products or product
enhancements on a successful and timely basis, we may not be able to compete
effectively and our revenues may decline. For example, we are currently
developing software products that are intended to bridge the gap between
operational data from the mainframe environment and open distributed systems
management tools. We may not be successful in developing or introducing to the
market these or any other new products.

If we do not meet our future capital needs, our ability to grow and continue as
a going concern will be limited.

         The Company's management expects to be cash-flow positive in the first
quarter of 2001; however, the Company may need additional funds to continue the
marketing of our products and to meet our long-term growth needs. To meet our
needs, we may have to obtain additional funding through public or private
financings, including equity and debt financings. Any additional equity
financings may be dilutive to our shareholders, and debt financing, if
available, may have restrictive covenants. We may not be able to obtain
financing and, if we do, such financing may not be available at reasonable rates
and terms. If we raise additional funds through the issuance of equity or debt
securities, those securities may have rights, preferences or privileges senior
to those of our common stock and the percentage ownership of our shareholders
may be reduced.

WE ARE DEPENDENT ON NEW KEY PERSONNEL. IF WE ARE NOT ABLE TO ATTRACT AND RETAIN
THESE NEW KEY EMPLOYEES, OUR BUSINESS COULD BE HARMED.

         Our success depends to a large extent on the ability of our new key
personnel to integrate within our operations and successfully interact with our
customers. In particular, we are highly dependent on the services of Wild Cat
Management, Inc., through its President Dale Ragan, our new chief executive
officer, and Sue Korsgarden, our new chief accounting officer. We do not carry
key-man life insurance for any of our officers or employees. The loss of these
new key personnel, current key personnel or the failure to attract and retain
additional key personnel, could negatively affect our business.

IF THIRD PARTIES INFRINGE ON OUR INTELLECTUAL PROPERTY, OUR BUSINESS AND OUR
ABILITY TO COMPETE EFFECTIVELY WILL BE SIGNIFICANTLY HARMED.

         Our success depends in part on our ability to protect our proprietary
technology. We rely on a combination of patents, copyrights, trademarks, trade
secrets, confidentiality agreements and licensing arrangements. We may be
required to spend significant financial and managerial resources to monitor and
police our intellectual property rights. We may not be able to detect
infringement or misappropriation. If we fail to protect or enforce our
intellectual property rights, our business and competitive position could
suffer.

THIRD PARTIES MAY CLAIM WE ARE INFRINGING THEIR INTELLECTUAL PROPERTY, AND WE
COULD INCUR SUBSTANTIAL COSTS OR BE PREVENTED FROM SELLING PRODUCTS IF THESE
CLAIMS ARE SUCCESSFUL.

         Third parties may claim that we are infringing their intellectual
property rights. Any litigation regarding patents or other intellectual property
could result in substantial costs to us, a loss of revenues and a diversion of
key personnel from our business operations. If we become subject to an
infringement claim, we may be required to modify our products and technologies
or obtain a license to permit our continued use of those rights. We may not be
able to do either of these things on terms acceptable to us, or at all. We also
may be subject to significant damages or injunctions from developing and selling
our products.

UNDETECTED ERRORS MAY INCREASE OUR COSTS AND IMPAIR THE MARKET ACCEPTANCE OF OUR
PRODUCTS.

         Our products have occasionally contained and may contain in the future
undetected errors when first introduced or when new versions are released.
Errors in our products or technology could result in:

    *    loss of revenues;
    *    liability claims for damages; and
    *    failure to achieve market acceptance.


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We do not have product liability insurance. We cannot assure you that disclaimer
of warranty and limitation-of-liability provisions included in our customer
agreements will be successful in limiting our liability.

SALES OF SUBSTANTIAL AMOUNTS OF OUR COMMON STOCK COULD CAUSE OUR STOCK PRICE TO
DECLINE.

         Sales of substantial amounts of our common stock in the public market
could cause the market price of our common stock to drop. This factor could make
it more difficult for us to raise funds in the future through the sale of equity
securities. As of May 15, 2001, we had 10,052,155 shares of our common stock
outstanding. A substantial portion of these shares is eligible for sale in the
public market.

OUR STOCK PRICE IS VOLATILE, WHICH MAY RESULT IN SIGNIFICANT LOSSES TO
SHAREHOLDERS.

         The market price of our common stock could be subject to significant
fluctuations due to factors such as:

    *    variations in our operating results;
    *    announcements by us or our competitors; and
    *    realization of any of the risks described in this section.

The stock market has experienced extreme price and volume fluctuations. These
broad market fluctuations may adversely affect the trading price of our common
stock.


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