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                                                                   EXHIBIT 10.36


In May 2001 the Company reached an understanding with Center 7 relating to the
provision of enterprise management services. The Company and Center 7 are in the
process of negotiating the terms of the definitive agreement relating to such
services. Following is a description of certain material terms of the current
understanding. The agreement is subject to final documentation and approval by
each party, and therefore is subject to change.

Pursuant to the understanding, Center 7 will provide enterprise management
service development for MTI's Vivant product line and certain future products.
Center 7 will deliver a three dimensional GUI to provide Vivant configuration
and health status, and monitoring and control of the Management Server 4.0
product and other Vivant components. Center 7 will also integrate the Management
Server 4.0 product into the CA Unicenter and HP OpenView products. All developed
software, test cases, other supporting information, documentation, setup
instructions, and users manuals developed during the program are also
deliverables under this Agreement. MTI will pay Center 7 an hourly rate for the
services; provided that the aggregate development fees will not exceed $500,000.
In addition, software and other intellectual property developed by Center 7 and
paid for by MTI will be owned by MTI. The Agreement is contemplated to have a
term of one year, renewing annually and terminable earlier under certain
circumstances.  Through July 7, 2001, MTI paid Center 7 an aggregate of $320,000
relating to this understanding.