10-Q

FORM 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: September 30, 2002

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number:  0-21395

ALLIN CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	25-1795265
(State or other jurisdiction of incorporation or organization)	(I. R. S. Employer Identification No.)

381 Mansfield Avenue, Suite 400

Pittsburgh, Pennsylvania 15220-2751

(Address of principal executive offices, including zip code)

(412) 928-8800

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days.

x  Yes                ¨  No

Shares Outstanding of the Registrant’s Common Stock

As of October 25, 2002

Common Stock, 6,967,339 Shares

Allin Corporation

Form 10-Q

Index

	Page
Forward-Looking Information	3
Part I — Financial Information	4
Item 1.    Financial Statements	4
Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3.    Quantitative and Qualitative Disclosure about Market Sensitive Instruments	39
Item 4.    Controls and Procedures	40
Part II — Other Information	41
Item 3.    Defaults Upon Senior Securities	41
Item 6.    Exhibits and Reports on Form 8-K	42
Signatures	43

2

Forward-Looking Information

Certain matters in this Form 10-Q, including, without limitation, certain matters discussed under Part I— Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations constitute “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. Forward-looking statements are typically identified by the words “believes,” “expects,” “anticipates,” “intends,” “estimates,” “will” and similar expressions. In addition, any statements that refer to expectations or other characterizations of future events or circumstances are forward-looking statements. Readers are cautioned that any such forward-looking statements are not guarantees of performance and that matters referred to in such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Allin Corporation to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among other things, risks and uncertainties discussed throughout Part I, Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations and under the caption “Risk Factors” included therein. Allin Corporation undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

3

Part I—Financial Information

Item 1.    Financial Statements

ALLIN CORPORATION & SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

(Unaudited)

	December 31, 2001			September 30, 2002
ASSETS
Current assets:
Cash and cash equivalents	$	2,226		$	2,490
Accounts receivable, net of allowance for     doubtful accounts of $124 and $93		3,359			2,019
Unbilled receivable		211			283
Inventory		75			24
Prepaid expenses		196			163
Assets held for sale		8			—
Total current assets		6,075			4,979
Property and equipment, at cost:
Leasehold improvements		471			471
Furniture and equipment		2,964			2,997
		3,435			3,468
Less—accumulated depreciation		(2,953	)		(3,258	)
		482			210
Goodwill, net of accumulated amortization of         $3,502 and $3,742		712			817
Other assets, net of accumulated amoritization of            $912 and $801		1,789			1,555
Total assets		9,058			7,561

The accompanying notes are an integral part of these consolidated financial statements.

4

ALLIN CORPORATION & SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

(Unaudited)

	December 31, 2002			September 30, 2002
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	2,329		$	1,152
Accrued liabilities:
Compensation and payroll taxes		298			269
Current portion of dividends on preferred stock		76			76
Other		307			253
Billings in excess of costs and estimated gross margins		212			134
Deferred revenue		53			11
Total current liabilities		3,275			1,895
Non-current portion of dividends on preferred stock		1,369			1,603
Non-current portion of notes payable		1,000			1,000
Commitments and contingencies
Shareholders’ equity:
Preferred stock, par value $.01 per share, authorized 100,000 shares:
Series C redeemable preferred stock, designated, issued and outstanding 25,000 shares		2,500			2,500
Series D convertible redeemable preferred stock, designated, issued and outstanding 2,750 shares		2,152			2,152
Series F convertible redeemable preferred stock, designated, issued and outstanding 1,000 shares		1,000			1,000
Series G convertible redeemable preferred stock, designated, issued and outstanding 150 shares		1,028			1,038
Common stock, par value $.01 per share—authorized 20,000,000 shares, outstanding 6,967,339 shares		70			70
Additional paid-in-capital		41,002			40,493
Warrants		1,017			1,017
Treasury stock at cost, 8,167 common shares		(27	)		(27	)
Retained deficit		(45,328	)		(45,180	)
Total shareholders’ equity		3,414			3,063
Total liabilities and shareholders’ equity	$	9,058		$	7,561

The accompanying notes are an integral part of these consolidated financial statements.

5

ALLIN CORPORATION & SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in thousands, except per share data)

    (Unaudited)

	Three Months Ended September 30, 2001			Three Months Ended September 30, 2002		Nine Months Ended September 30, 2001			Nine Months Ended September 30, 2002
Revenue:
Solution area consulting services	$	2,091		$	1,740	$	6,730		$	4,728
Solution area integration services		1,714			1,106		4,174			3,469
Outsourced services		304			224		1,633			904
Ancillary services		126			30		495			65
Ancillary product sales		80			151		184			337
Total revenue		4,315			3,251		13,216			9,503
Cost of sales		2,359			1,652		7,105			4,938
Gross profit		1,956			1,599		6,111			4,565
Selling, general & administrative expenses:
Depreciation and amortization		278			125		1,296			425
Loss from impairment of assets		—			—		10,748			—
Other selling, general & administrative expenses		1,403			1,265		5,846			3,960
Total selling, general & administrative expenses		1,681			1,390		17,890			4,385
Income (loss) from operations		275			209		(11,779	)		180
Interest expense, net		19			9		104			18
Income (loss) from continuing operations		256			200		(11,883	)		162
Loss from discontinued operations		85			11		665			15
Net income (loss)		171			189		(12,548	)		147
Accretion and dividends on preferred stock		167			173		491			509
Net income (loss) attributable to common shareholders	$	4		$	16	$	(13,039	)	$	(362	)
Earnings (loss) per common share from continuing
operations attributable to common shareholders—
basic and diluted	$	0.01		$	0.00	$	(1.78	)	$	(0.05	)
Loss per common share from discontinued
operations—basic and diluted	$	(0.01	)	$	0.00	$	(0.09	)	$	0.00
Net loss per common share attributable to common
shareholders—basic and diluted	$	0.00		$	0.00	$	(1.87	)	$	(0.05	)
Weighted average shares outstanding—basic and diluted		6,967,339			6,967,339		6,966,036			6,967,339

The accompanying notes are an integral part of these consolidated financial statements.

6

ALLIN CORPORATION & SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(Unaudited)

	Nine Months Ended September 30, 2001			Nine Months Ended September 30, 2002
Cash flows from operating activities:
Net (loss) income	$	(12,548	)	147
Adjustments to reconcile net (loss) income to net cash flows provided by (used for) operating activities:
Depreciation and amortization		1,333		434
Loss from impairment of assets		11,059		—
Loss from abandonment or sale of assets		24		—
Changes in certain assets and liabilities:
Accounts receivable		847		1,340
Unbilled receivable		(420	)	(72	)
Inventory		458		51
Prepaid expenses		112		34
Assets held for sale		39		8
Other assets		17		—
Accounts payable		(820	)	(1,177	)
Accrued liabilities		(545	)	(82	)
Billings in excess of costs and estimated gross margins		2,125		(78	)
Income taxes payable		(1	)	—
Deferred revenues		(11	)	(42	)
Net cash flows provided by operating activities		1,669		563
Cash flows from investing activities:
Proceeds from sale of assets		2		—
Additional purchase consideration for acquisition of subsidiary		(60	)	—
Capital expenditures		(78	)	(33	)
Net cash flows used for investing activities		(136	)	(33	)
Cash flows from financing activities:
Net repayment on lines of credit		(2,155	)	—
Payment of dividends on preferred stock		(236	)	(266	)
Repayment of capital lease obligations		(2	)	—
Net cash flows used for financing activities		(2,393	)	(266	)
Net change in cash and cash equivalents		(860	)	264
Cash and cash equivalents, beginning of period		2,330		2,226
Cash and cash equivalents, end of period		1,470		2,490

The accompanying notes are an integral part of these consolidated financial statements.

7

Allin Corporation and Subsidiaries

Notes to Consolidated Financial Statements

1. Basis of Presentation

The information contained in these financial statements and notes for the three- and nine-month periods ended September 30, 2001 and 2002 should be read in conjunction with the audited financial statements and notes for the years ended December 31, 2000 and 2001, contained in Allin Corporation’s (the “Company”) Annual Report on Form 10-K for the year ended December 31, 2001. The accompanying unaudited Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States and the rules and regulations of the Securities and Exchange Commission. These interim statements do not include all of the information and footnotes required for complete financial statements. It is management’s opinion that all adjustments (including all normal recurring accruals) considered necessary for a fair presentation have been made. However, results for these interim periods are not necessarily indicative of results to be expected for the full year.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its subsidiaries. The Company is the sole shareholder of all of its subsidiaries. It is the Company’s policy to consolidate all majority-owned subsidiaries where the Company has control. All significant intercompany accounts and transactions have been eliminated.

Discontinued Operations

During June 2001, the Company elected to discontinue the digital imaging systems integration, technical support and product sales activities of Allin Digital Imaging Corp. (“Allin Digital”). Accordingly, the results of operations for Allin Digital for the periods presented in the Company’s Consolidated Statements of Operations have been reclassified to loss from discontinued operations, which is presented after income or loss from continuing operations. Also, the information related to the Company’s revenue and gross profit included in Note 5 – Industry Segment Information—excludes the discontinued operations.

Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from those estimates.

Revenue and Cost of Sales Recognition

Allin Interactive Corporation’s (“Allin Interactive”) recognition method for revenue and cost of sales for systems integration services is based on the size and expected duration of the project and whether significant software modification is required. For systems integration projects in excess of $250,000 of revenue and expected to be of greater than 90 days duration, Allin Interactive recognizes revenue and cost of sales based on percentage of completion (if significant software modification is required) or proportional performance. Allin Interactive utilizes the proportion of labor incurred to expected total project labor as a quantitative factor in determining the percentage of completion or proportional performance recognized for projects when the proportion of total project costs incurred to expected total project costs is not representative of actual project completion status. For all other systems integration projects, revenue and cost of sales are recognized upon completion of the project. For consulting engagements performed on a fixed-price basis, revenue and cost of sales are recognized on a percentage of completion basis. Time-based consulting revenue and cost of sales are recognized as services are performed. Allin Interactive recognizes revenue and associated cost from the sale of products at the time the products are shipped. Interactive television transactional revenue and associated cost of sales were recognized as the services were performed prior to cessation of these activities in December 2001. On the accompanying Consolidated Statements of Operations, systems integration revenue is included in “Solution area integration services”, consulting revenue is included in “Solution area consulting services”, product sales are included in “Ancillary product sales.” and interactive television transactional revenue is included in “Ancillary services.”

8

Allin Corporation and Subsidiaries

Notes to Consolidated Financial Statements—(Continued)

Allin Corporation of California (“Allin Consulting-California”) and Allin Consulting of Pennsylvania, Inc. (“Allin Consulting-Pennsylvania”) charge consulting fees for their Technology Infrastructure and E-Business Solution Area services. Allin Consulting-Pennsylvania also charges consulting fees for outsourced services. The majority of engagements are billed on an hourly basis, with revenue and related cost of sales recognized as services are performed. Engagements are also performed on a fixed-price basis, with revenue and cost of sales recognized on the percentage of completion method based on the proportion of labor expended through the end of the period to expected total project labor. Revenue from Technology Infrastructure and E-Business Solution Area services is included in “Solution area consulting services” on the accompanying Consolidated Statements of Operations.

Allin Network Products, Inc. (“Allin Network”) recognizes revenue and associated cost from the sale of products at the time the products are shipped. Allin Network also performs computer network monitoring and consulting services for fixed monthly fees. Revenue is recognized when the period of service for the fixed monthly fee elapses and associated cost of sales is recognized as services are performed. Revenue from product sales is included in “Ancillary product sales” and revenue from monitoring and consulting services is included in “Solution area consulting services” on the accompanying Consolidated Statements of Operations.

Allin Interactive and Allin Network recognize amounts billed to customers for shipping charges as revenue at the time products are shipped. Associated shipping costs are recorded as cost of sales.

During the three months ended September 30, 2002, two significant customers accounted for approximately 46% and 11%, respectively, of the revenue recognized by the Company. During the nine months ended September 30, 2002, three significant customers accounted for approximately 27%, 19% and 13%, respectively, of the revenue recognized by the Company. The segments included in the revenue associated with these customers were Interactive Media Consulting, Interactive Media Systems Integration, Information System Product Sales and Other Services.

Earnings Per Share

Earnings per share (“EPS”) of common stock have been computed in accordance with Financial Accounting Standards Board Statement No. 128, Earnings Per Share (“SFAS No. 128”). The shares used in calculating basic and diluted EPS include the weighted average of the outstanding common shares of the Company. The Company’s outstanding stock options and warrants and the Company’s Series D, F and G convertible redeemable preferred stock could all be considered dilutive securities under SFAS No. 128.

The Company recognized net income attributable to shareholders in the three-month periods ended September 30, 2001 and 2002. However, the reclassification of dividends required for inclusion of the Company’s Series D, F and G preferred stock in the calculation of diluted EPS would result in an anti-dilutive effect. Accordingly, these securities have not been included in the calculation of diluted EPS for those periods. The Company recognized net losses attributable to common shareholders in the nine-month periods ended September 30, 2001 and 2002. Therefore, the convertible preferred stock has not been included in the calculation of diluted EPS for those periods, as the effect would also be anti-dilutive. The additional shares that would have been included in the diluted EPS calculation related to the convertible preferred stock, if the effect was not anti-dilutive, were 5,555,607 for the three-month periods ended September 30, 2001 and 2002 and the nine-month period ended September 30, 2002, and 2,559,128 for the nine-month period ended September 30, 2001.

No stock options or warrants to purchase shares would have been considered in the calculation of diluted EPS in the three-month periods ended September 30, 2001 and 2002, or the nine-month period ended September 30, 2001 since the average market prices of the Company’s common stock during these periods did not exceed the exercise prices of options and warrants outstanding during the periods. A total of 25,000 options to purchase common shares would have been considered in the calculation of diluted EPS, if the effect was not anti-dilutive, in the nine-month period ended September 30, 2002 since the average market price of the Company’s common stock during this period exceeded the exercise price of the 25,000 options. The average market price of the Company’s common stock during this period did not exceed the exercise prices of all other options and warrants outstanding during the period.

9

Allin Corporation and Subsidiaries

Notes to Consolidated Financial Statements—(Continued)

As of September 30, 2001, 797,650 options to purchase common shares were outstanding for which the option exercise prices exceeded the average market price of the common shares for the three- and nine-month periods then ended. As of September 30, 2002, 805,610 and 780,610 options to purchase common shares were outstanding for which the option exercise prices exceeded the average market price of the common shares for the three- and nine-month periods then ended, respectively. In all periods, a total of 1,504,197 warrants to purchase common shares were outstanding for which the warrant exercise prices exceeded the average market price of the common shares.

Accounts Receivable and Unbilled Receivables

The Company’s subsidiaries record accounts receivable based upon billing for services and products. Unbilled receivables are recorded when labor-based services have been provided prior to the end of the period and invoicing has not occurred. The Company does not routinely charge interest on past due accounts receivable. However, the Company will occasionally reach agreement with a customer on a payment plan for accounts receivable that includes interest charges if the Company believes this will facilitate collection. In these instances, interest income is recognized as payments are received. Allowances on accounts receivable are recorded when circumstances indicate collection is doubtful for particular accounts receivable or as a general reserve for all accounts receivable. Accounts receivable are written off if reasonable collection efforts prove unsuccessful. As of September 30, 2002, two significant customers accounted for 48% and 11%, respectively, of the Company’s accounts receivable.

Inventory

Inventory, consisting principally of interactive television equipment, computer hardware, software and digital photography equipment, is stated at the lower of cost (determined on the average cost method) or market.

Business Combinations, Goodwill and Intangible Assets

The Company implemented Statements of Financial Accounting Standards No. 141, Business Combinations (“SFAS No. 141”), and No. 142, Goodwill and Other Intangible Assets (“SFAS No. 142”) on January 1, 2002. SFAS No. 141 requires all business combinations initiated after June 30, 2001 to be accounted for using the purchase method. Under SFAS No. 142, goodwill and intangible assets are reviewed annually for potential impairment, or more frequently if impairment indicators arise. Separable intangible assets that are deemed to have definite lives are amortized over their useful lives. Goodwill and separable intangible assets with indefinite lives are no longer amortized. Transition testing and annual testing for 2002 did not indicate impairment of the recorded values of the Company’s intangible assets, goodwill and customer list.

Billings in Excess of Costs and Estimated Gross Margins

Billings in excess of costs and estimated gross margins consists of amounts billed for Allin Interactive’s labor and equipment-based projects recognized on a percentage of completion or proportional performance basis but not yet recognized as revenue, net of any unbilled receivables and costs not yet recognized as cost of sales and estimated gross margins associated with these projects.

Deferred Revenue

Deferred revenue is recorded for amounts billed or received for which services will be performed in future periods. Such amounts are recognized as revenue when services are performed. As of September 30, 2001 and 2002, deferred revenue represented amounts expected to be recognized as revenue within one year of the applicable date.

Financial Instruments

As of September 30, 2002, the Company’s Consolidated Balance Sheet includes a note payable which relates to the acquisition of Allin Consulting-California. The note payable is recorded at the face value of the instrument. The Company accrues interest at fixed rates and makes interest payments in accordance with the terms of the note. All other financial instruments are classified as current and will be utilized within the next operating cycle.

10

Allin Corporation and Subsidiaries

Notes to Consolidated Financial Statements—(Continued)

Reclassification

Certain reclassifications have been made to the December 31, 2001 balance sheet to conform to the current quarter’s presentation.

Supplemental Disclosure Of Cash Flow Information

There were no cash payments for income taxes during the three-month period ended September 30, 2001. Cash payments for income taxes were less than $1,000 during the three-month period ended September 30, 2002. Cash payments for interest were approximately $22,000 and $19,000 during the three months ended September 30, 2001 and 2002, respectively. Cash payments for dividends were approximately $89,000 during each of the three-month periods ended September 30, 2001 and 2002. Dividends on preferred stock of approximately $150,000 and $156,000 were accrued but unpaid during the three months ended September 30, 2001 and 2002, respectively.

Cash payments for income taxes were approximately $3,000 during the nine-month period ended September 30, 2001. Cash payments for income taxes were less than $1,000 during the nine-month period ended September 30, 2002. Cash payments for interest were approximately $113,000 and $56,000 during the nine months ended September 30, 2001 and 2002, respectively. Cash payments for dividends were approximately $236,000 and $266,000 during the nine months ended September 30, 2001 and 2002, respectively. Dividends on preferred stock of approximately $291,000 and $309,000 were accrued but unpaid during the nine months ended September 30, 2001 and 2002, respectively.

2. Preferred Stock

The Company has the authority to issue 100,000 shares of preferred stock with a par value of $.01 per share. Of the authorized shares, 40,000 have been designated as Series A Convertible Redeemable Preferred Stock, 5,000 as Series B Redeemable Preferred Stock, 25,000 as Series C Redeemable Preferred Stock, 2,750 as Series D Convertible Redeemable Preferred Stock, 2,000 as Series E Convertible Redeemable Preferred Stock, 1,000 as Series F Convertible Redeemable Preferred Stock and 150 as Series G Convertible Redeemable Preferred Stock. As of September 30, 2002, the Company has outstanding 25,000, 2,750, 1,000 and 150 shares of Series C, D, F and G preferred stock, respectively. The Company will not issue any additional shares of any of its existing series of preferred stock. The order of liquidation preference of the series of the Company’s outstanding preferred stock, from senior to junior, is Series F, Series G, Series D and Series C.

3. Equity Transactions

During the three months ended September 30, 2002, vested options to purchase 1,200, 960 and 2,240 shares of common stock previously awarded under the Company’s 1996, 1997 and 1998 Stock Plans, respectively, were forfeited under the terms of the Plans. During this period, non-vested options to purchase 240 and 1,320 shares of common stock previously awarded under the Company’s 1997 and 1998 Stock Plans, respectively, were also forfeited under the terms of the Plans. There were no forfeitures of options during this period under the terms of the Company’s 2000 Stock Plan. There were no grants of options to purchase common stock under any of the Company’s stock plans during the three months ended September 30, 2002. Options granted under the 1996, 1997, 1998 and 2000 Stock Plans to purchase 203,600, 222,850, 242,160 and 137,000 shares, respectively, of common stock remain outstanding as of September 30, 2002.

4.    Revolving Credit Loan

On October 1, 1998, the Company and S&T Bank, a Pennsylvania banking association, entered into a Loan and Security Agreement, under which S&T Bank agreed to extend the Company a revolving credit loan. The original term of the revolving credit loan was one year and it has subsequently been renewed for four annual periods. The current expiration date of the revolving credit loan is September 30, 2003. Borrowings may be made under the S&T Loan Agreement for general working capital purposes. The maximum borrowing availability under the revolving credit loan is the lesser of $5,000,000 or 80% of the aggregate gross amount of eligible trade accounts receivable aged sixty days or less from the date of invoice. Accounts receivable qualifying for inclusion in the borrowing base are net of any

11

Allin Corporation and Subsidiaries

Notes to Consolidated Financial Statements—(Continued)

prepayments, progress payments, deposits or retention and must not be subject to any prior assignment, claim, lien, or security interest. As of September 30, 2002, maximum borrowing availability under the revolving credit loan was approximately $1,315,000. There was no outstanding balance as of September 30, 2002. Loans made under the revolving credit loan bear interest at the bank’s prime interest rate plus one percent. As of September 30, 2002, the rate of interest on any outstanding borrowings under the revolving credit loan would have been 5.75%. There were no changes to the interest rate in the first nine months of 2002.

The revolving credit loan includes provisions granting S&T Bank a security interest in certain assets of the Company including its accounts receivable, equipment, lease rights for real property, and inventory. The revolving credit loan also includes reporting requirements regarding annual audit reports, monthly financial reports, monthly accounts receivable and payable reports and weekly borrowing base certificates. The revolving credit loan also includes various covenants relating to matters affecting the Company including insurance coverage, financial accounting practices, audit rights, prohibited transactions, dividends and stock purchases. The covenants also include a cash flow to interest ratio of not less than 1.0 to 1.0. Cash flow is defined as operating income before depreciation, amortization and interest. The cash flow coverage ratio is measured for each of the Company’s fiscal quarters. The Company was in compliance with the cash flow covenant for the fiscal quarter ended September 30, 2002 and was also in compliance with all other covenants as of September 30, 2002.

5.    Industry Segment Information

Basis for Determining Segments

The Company follows Statement of Financial Accounting Standards No. 131, Disclosures about Segments of an Enterprise and Related Information (“SFAS No. 131”), as the basis for determining its segments. SFAS No. 131 requires use of a model for segment reporting called the “management approach”. The management approach is based on the way the chief operating decision maker organizes segments within a company for making decisions and assessing performance. Segments reported fall under two groups, Solution Area Services and Ancillary Services & Product Sales.

The Company’s operations and management’s evaluations are primarily oriented around three solution areas meeting customer needs for interactive media and Microsoft-based technology services: Interactive Media, Technology Infrastructure and E-Business. Solution area services comprise the substantial majority of the Company’s current activities and are most closely associated with its strategic focus. Grouping the solution area services in segment reporting emphasizes their commonality of purpose in meeting the core marketing strategy of the Company. The reportable segments reflect aggregated solution area activity across the Company’s subsidiaries due to the similarity in nature of services, processes, types of customers and distribution methods for the solution areas. Segments grouped as Solution Area Services include Interactive Media Consulting, Interactive Media Systems Integration, Technology Infrastructure Consulting, E-Business Consulting and Outsourced Services.

Prior to June 30, 2002, Outsourced Services was included in segment reporting as Legacy Technology Consulting. Outsourced Services provides resources with varied technical skill sets that customers utilize to complement and assist internal staff in the execution of customer-managed projects. Prior to 2002, Outsourced Services was primarily focused on legacy technologies including IBM mainframe technology and Hogan IBA software applications. Due to a widespread transition from mainframe to client/server network configurations among domestic businesses, demand for services based on legacy technologies has declined significantly over the last three years. During 2002, in order to preserve customer relationships that had primarily utilized customer-managed resources, the Company transitioned the resources dedicated to Outsourced Services to a broader technical focus that includes technology and application development based on Microsoft, Oracle and Informix software and products. The change in segment name to Outsourced Services is intended to reflect the broader array of technology skills now utilized in outsourced engagements. The Company’s Outsourced Services operations are grouped with Solution Area Services because the services are overseen by executive management and support personnel in the Company’s Pittsburgh office with responsibility for all of the Pittsburgh-based solution area operations.

Ancillary Services & Product Sales includes activities which are ancillary to or outside of the Company’s current strategic focus. Segments grouped as Ancillary Services & Product Sales include Information System Product Sales and Other Services. In connection with its solutions-oriented services, clients will occasionally request that the

12

Allin Corporation and Subsidiaries

Notes to Consolidated Financial Statements—(Continued)

Company also provide technology-related products necessary for implementation or ongoing use of technology solutions recommended and implemented by the solution areas. To ensure customer satisfaction, the Company maintains an ancillary capability to provide information system products, including interactive television equipment and computer hardware, software and supplies. The Company also occasionally performs ancillary services resulting in revenue such as website hosting or placement fees. Until December 2001, the Company also operated two interactive television systems as a result of a discontinued operating model. Information related to these operations for the three and nine months ended September 30, 2001 or as of September 30, 2001, which had been reported as the segment Interactive Television Transactional Services in 2001, is reflected as part of Other Services in all periods presented.

During June 2001, the Company elected to discontinue the digital imaging systems integration and product sales activities of Allin Digital. Accordingly, information presented related to the Company’s revenue and gross profit excludes the discontinued operations. Information about assets related to Allin Digital’s operations is captioned Discontinued Operations-Digital Imaging.

Measurement Method

The Company’s basis for measurement of segment revenue, gross profit and assets is consistent with that utilized for the Company’s Consolidated Statements of Operations and Consolidated Balance Sheets. There are no differences in measurement method.

Revenue

Information on revenue derived from external customers is as follows:

	Revenue from External Customers
(Dollars in thousands)	Three Months Ended September 30, 2001		Three Months Ended September 30, 2002		Nine Months Ended September 30, 2001		Nine Months Ended September 30, 2002
Solution Area Services:
Interactive Media Consulting	$	859	$	674	$	2,556	$	1,800
Interactive Media Systems Integration		1,714		1,106		4,174		3,469
Technology Infrastructure Consulting		511		491		2,252		1,331
E-Business Consulting		721		575		1,922		1,597
Outsourced Services		304		224		1,633		904
Total Solution Area Services	$	4,109	$	3,070	$	12,537	$	9,101
Ancillary Services & Product Sales:
Information System Product Sales	$	80	$	151	$	184	$	337
Other Services		126		30		495		65
Total Ancillary Services & Product Sales	$	206	$	181	$	679	$	402
Consolidated Revenue from External Customers	$	4,315	$	3,251	$	13,216	$	9,503

13

Allin Corporation and Subsidiaries

Notes to Consolidated Financial Statements—(Continued)

Certain of the Company’s segments also perform services for related entities in other segments. All revenue recorded for these services is eliminated in consolidation. The Company does not break down technology consulting services performed for related entities into further segments. Information on revenue derived from services for related entities is as follows:

	Revenue from Related Entities
(Dollars in thousands)	Three Months Ended September 30, 2001		Three Months Ended September 30, 2002		Nine Months Ended September 30, 2001		Nine Months Ended September 30, 2002
Solution Area Services	$	—	$	—	$	1	$	20
Ancillary Services & Product Sales		10		7		44		10
Total Revenue from Related Entities	$	10	$	7	$	45	$	30

Gross Profit

Gross profit is the segment profitability measure that the Company’s management believes is determined in accordance with the measurement principles most consistent with those used in measuring the corresponding amounts in the Company’s consolidated financial statements. Revenue and cost of sales for services performed for related entities are eliminated in calculating gross profit. Information on gross profit is as follows:

	Gross Profit
(Dollars in thousands)	Three Months Ended September 30, 2001		Three Months Ended September 30, 2002		Nine Months Ended September 30, 2001		Nine Months Ended September 30, 2002
Solution Area Services:
Interactive Media Consulting	$	497	$	466	$	1,578	$	1,190
Interactive Media Systems Integration		514		409		1,194		1,289
Technology Infrastructure Consulting		301		266		1,363		746
E-Business Consulting		416		314		1,074		912
Outsourced Services		78		50		421		233
Total Solution Area Services	$	1,806	$	1,505	$	5,630	$	4,370
Ancillary Services & Product Sales:
Information System Product Sales	$	32	$	64	$	64	$	130
Other Services		118		30		417		65
Total Ancillary Services & Product Sales	$	150	$	94	$	481	$	195
Consolidated Gross Profit	$	1,956	$	1,599	$	6,111	$	4,565

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Allin Corporation and Subsidiaries

Notes to Consolidated Financial Statements—(Continued)

Assets

Information on total assets attributable to segments is as follows:

(Dollars in thousands)	Total Assets
As of September 30	2001		2002
Solution Area Services:
Interactive Media Consulting	$	1,037	$	588
Interactive Media Systems Integration		2,129		1,006
Technology Infrastructure Consulting		1,674		1,377
E-Business Consulting		1,018		1,072
Outsourced Services		1,760		1,174
Total Solution Area Services	$	7,618	$	5,217
Ancillary Services & Product Sales:
Information System Product Sales	$	102	$	115
Other Services		225		84
Total Ancillary Services & Product Sales	$	327	$	199
Corporate		1,133		2,125
Discontinued Operations – Digital Imaging		309		20
Consolidated Total Assets	$	9,387	$	7,561

6.    Impairment of Assets

The operations of Allin Consulting-Pennsylvania and Allin Consulting-California were acquired by the Company in August 1998 and November 1996, respectively. These subsidiaries represent a significant portion of the Company’s solution area consulting operations, including virtually all of the Technology Infrastructure Consulting, E-Business Consulting and Outsourced Services segment revenue and gross profit. The acquired businesses provided consulting services and were not capital-intensive businesses. Consequently, significant portions of the acquisition prices were attributed to intangible assets, including client lists, assembled workforces and goodwill. In 1999 and 2000, the Company’s strategic focus was on developing solutions-oriented consulting revenue, including revenue derived from the activities of its Technology Infrastructure and E-Business Solution Areas. During 1999 and 2000, the Company was able to successfully grow revenue in these solution areas. Based on this growth history and industry projections for continuing significant increases in the demand for e-business and infrastructure technology consulting services, in late 2000 the Company anticipated significant revenue and gross profit increases in future periods for its Technology Infrastructure and E-Business Solution Areas. At that time, anticipated results indicated sufficient expected cash flows to support the net unamortized values of the intangible assets associated with the acquisitions of Allin Consulting-Pennsylvania and Allin-Consulting-California. However, the downturn in the domestic economy, which began late in 2000, significantly lowered technology-based spending in the United States, negatively impacting the demand for technology consulting services. Industry analysis as of mid-2001 indicated that any increase in the demand for technology consulting services was not likely to occur until 2002 at the earliest. During the second quarter of 2001, due to the continuing variance in the rate of revenue and gross profit growth from prior expectations and the growing perception among industry analysts that the negative impact of the economic downturn on technology consulting would continue at least until 2002, the Company completed new projections for Allin Consulting-Pennsylvania and Allin Consulting-California. These projections indicated the estimated fair values of the intangible assets associated with the acquisitions of those operations were less than the net unamortized values of the assets.

The negative impact of the economic downturn on Allin Consulting-Pennsylvania was particularly pronounced since the slower than anticipated growth in solutions-oriented Technology Infrastructure and E-Business revenue during the first half of 2001 was accompanied by a continuing decline in the level of outsourced services related to certain legacy technologies. Solutions-oriented consulting had grown in significance and outsourced services lessened in

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Allin Corporation and Subsidiaries

Notes to Consolidated Financial Statements—(Continued)

significance for Allin Consulting-Pennsylvania from its acquisition in August 1998 to mid-2001. Solutions-oriented revenue typically featured higher billing rates and gross profit potential, but shorter duration of projects and more volatility in results. Also, the significant impact of the economic downturn on technology consulting indicated a likelihood of additional risk due to economic cycles. Consequently, the period over which expected cash flows were projected was shortened to ten years beyond 2001. The original expected useful lives for goodwill and customer list had been thirty and fourteen years, respectively. The Company’s forecast for Allin Consulting-Pennsylvania included low expectations of revenue and gross profit growth through 2003, as the level of outsourced services was then expected to continue to decline throughout this period. The Company estimated that growth rates for revenue and gross profit would increase after 2003. Based on the Company’s revised projections, a loss due to impairment of approximately $9,530,000 was recorded in the second quarter of 2001 to reduce the net unamortized value of goodwill recorded on Allin Consulting-Pennsylvania. The impairment loss was included in Selling, general & administrative expenses in the Company’s Consolidated Statements of Operations during that period. The remaining amortization periods for customer list and goodwill were adjusted prospectively to equal the period of the Company’s projection. Due to the implementation of SFAS Nos. 141 and 142 on January 1, 2002, goodwill is no longer amortized in 2002.

The economic downturn also negatively impacted the demand for Technology Infrastructure and E-Business consulting services provided by Allin Consulting-California. The Company’s expectations of future revenue and gross profit as of the beginning of 2001 had been based on growth achieved in 2000 and industry analysis for expected future demand for technology consulting services. Due to the economic downturn, during 2001, the Company was unable to sustain revenue growth that had been realized late in 2000. Prior to recording the impairment loss, approximately 92% of the net unamortized value of Allin Consulting-California’s intangible assets related to goodwill associated with its acquisition in November 1996. The original useful life was seven years. Consequently, the projection for cash flows related to goodwill from the 1996 acquisition was based on the remaining useful life, with low expectations for revenue and gross profit growth due to the likelihood that the negative impact of the economic downturn would persist through a substantial portion of the remaining useful life. Based on the Company’s revised projections, a loss due to impairment of approximately $1,097,000 was recorded in the second quarter of 2001 to reduce the net unamortized value of goodwill recorded on Allin Consulting-California. The impairment loss was included in Selling, general & administrative expenses in the Company’s Consolidated Statements of Operations during that period.

Allin Interactive maintained an inventory of interactive television equipment salvaged from ships on which it had previously operated interactive television systems on an owner-operator model. The equipment had been removed from ships on which operations under this model were discontinued in 1997 and 1998. The inventory values had been based on estimated salvage values after the equipment was removed from the ships. Allin Interactive continued to own and operate other ship-based systems utilizing similar equipment and, from 1999 to 2001, sold the remaining systems to two cruise lines. During this time period, Allin Interactive sought to sell its inventory to these cruise lines for spare parts for the systems that continued to be operated. While a portion of the inventory was sold to these parties, it became apparent during the second quarter of 2001 that neither cruise line was prepared to purchase significant quantities of the inventoried equipment. The Company therefore believed the estimated fair value of the remaining inventory was less than the value recorded for the inventory. A loss due to impairment of approximately $121,000 was recorded in the second quarter of 2001 to adjust the recorded value of Allin Interactive’s inventory to the revised estimate of fair value. The impairment loss was included in Selling, general & administrative expenses in the Company’s Consolidated Statements of Operations during that period.

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Independent Accountants’ Report

To the Shareholders of

Allin Corporation and Subsidiaries

We have reviewed the accompanying consolidated balance sheet of Allin Corporation (a Delaware corporation) and Subsidiaries as of September 30, 2002, the related consolidated statements of operations for the three and nine months ended September 30, 2002, and the consolidated statement of cash flows for the nine months ended September 30, 2002. These financial statements are the responsibility of the Company’s management.

We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with U.S. generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the financial statements referred to above for them to be in conformity with U.S. generally accepted accounting principles.

The consolidated balance sheet for the year ended December 31, 2001 was audited by other auditors whose report, dated February 8, 2002, expressed an unqualified opinion on that statement. The consolidated statements of operations for the three and nine months ended September 30, 2001 and the consolidated statement of cash flow for the nine months ended September 30, 2001 were reviewed by other accountants whose report dated October 23, 2001, indicated they were not aware of any material modification that needed to be made for these statements to be in conformity with U.S. generally accepted accounting principles.

/S/    HILL, BARTH & KING LLC

October 31, 2002

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Item 2.

Management’s Discussion and Analysis of

Financial Condition and Results of Operations

The following discussion and analysis by management provides information with respect to the Company’s financial condition and results of operations for the three- and nine-month periods ended September 30, 2002 and 2001. This discussion should be read in conjunction with the information in the consolidated financial statements and the notes pertaining thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, the information in the consolidated financial statements and the notes pertaining thereto contained in Item 1 – Financial Statements in this Report on Form 10-Q and the information discussed herein under “Risk Factors”. Unless the context otherwise requires, all references herein to the “Company” refer to Allin Corporation and its subsidiaries.

In the following Management’s Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in this quarterly report on Form 10-Q, words such as “estimates,” “expects,” “anticipates,” “believes,” “intends,” “will” and other similar expressions, are intended to identify forward-looking information that involves risks and uncertainties. In addition, any statements that refer to expectations or other characterizations of future events or circumstances are forward-looking statements. Actual results and outcomes could differ materially as a result of important factors including, among other things, public market and trading issues, uncertainty as to the Company’s future profitability, fluctuations in operating results, the Company’s history of net losses and accumulated deficit, liquidity, and risks associated with general economic conditions, world events, the decline in demand for outsourced services related to legacy technologies, dependence on key personnel, competitive market conditions in the Company’s existing and potential future lines of business, rapidly changing technology, risks of technological obsolescence, as well as other risks and uncertainties. See Risk Factors below.

Overview of Organization, Products & Markets

The Company is a leading provider of solutions-oriented applications development, technology infrastructure consulting and systems integration services. The Company specializes in solutions based on interactive media and technology from Microsoft Corporation (“Microsoft”). The Company’s operations center on three solution areas: Interactive Media, Technology Infrastructure and E-Business. The Company leverages its experience in these areas through a disciplined project framework to deliver technology solutions that address customer needs on time and on budget. The Company is headquartered in Pittsburgh, Pennsylvania with additional offices located in Ft. Lauderdale, Florida and San Jose and Walnut Creek, California.

The Company has been a recipient of Pittsburgh Technology 50 awards annually from 1998 through 2002. The award recognizes demonstrated growth and advancement in product or sales success, financial strength, corporate citizenship, job growth and retention and innovative products or technology. The Company was also a recipient of the Deloitte & Touche Technology Fast 500 award in 2001.

The Company was organized under the laws of the State of Delaware in July 1996 to act as a holding company for operating subsidiaries which focus on particular aspects of the Company’s business. As of September 30, 2002, the organizational legal structure consists of Allin Corporation and six subsidiaries. Allin Interactive Corporation (“Allin Interactive”), formed in June 1994, Allin Corporation of California (“Allin Consulting-California”), acquired by the Company in November 1996, Allin Consulting of Pennsylvania, Inc. (“Allin Consulting-Pennsylvania”), acquired by the Company in August 1998, and Allin Network Products, Inc. (“Allin Network”), acquired by the Company in November 1996, are operating subsidiaries focusing on different aspects of the applications development, technology infrastructure consulting and systems integration services provided by the Company. Allin Consulting-Pennsylvania also performs outsourced technology-based services. Allin Holdings Corporation (“Allin Holdings”), which was formed in October 1996, is a non-operating subsidiary that provides treasury management services to the Company. In June 2001, the Company decided to discontinue the digital imaging technology-based operations of Allin Digital Imaging Corp. (“Allin Digital”), which was formed in August 1996. Allin Digital ceased performing services for customers in the second quarter of 2002. Wrap-up of residual matters related to Allin Digital continues. Information for the three- and nine-month periods ended September 30, 2001 and 2002 reflects the results of Allin Digital’s operations as loss from discontinued operations. Allin Interactive, Allin Holdings and Allin Digital are Delaware corporations, Allin Consulting-California and Allin Network are California corporations and Allin Consulting-

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Pennsylvania is a Pennsylvania corporation. The Company utilizes the trade-names Allin Interactive, Allin Consulting and Allin Corporation in its operations. All trade- and brand-names included in this Report on Form 10-Q are the property of their respective owners.

The Interactive Media Solution Area focuses on the Company’s expertise in interactive media applications by providing interactive television solutions that management believes enable customers to improve service and increase productivity and revenue. Interactive Media enables customers to convert manual and analog processes into interactive digital solutions. Management believes that interactive television solutions are cost-effective because they leverage a pooled set of advanced head-end equipment to deliver advanced applications across digital networks or radio frequency distribution systems to end-user monitors or televisions. The interactive television system architecture features a centralized head-end that interfaces with the customer’s other information systems. The open architecture of the head-end operating systems, which are based on Microsoft BackOffice products, allows for development of applications in commonly used programming languages. Interactive Media solutions are Internet accessible and support highly-functional applications and high-end graphics and MPEG content. Interactive Media’s customers have historically been concentrated in the cruise industry. Interactive Media operational and marketing personnel have extensive experience in the cruise industry. Among the applications developed for, and utilized by, customers are shore excursion preview and ticketing, pay-per-view movies, in-cabin gaming, meal service ordering, and distribution of activities and informational content. Interactive Media’s long-term customers include some of the world’s largest cruise lines, Carnival Corporation (“Carnival”) and Royal Caribbean Cruise Lines, Ltd. (“Royal Caribbean”) and its affiliate Celebrity Cruises (“Celebrity”). In October 2002, Allin Interactive entered an agreement with Costa Crociere S.p.A. (“Costa”) for the installation of interactive television systems on four Costa ships in 2003 and 2004. Costa is affiliated with Carnival. Committed services for cruise line customers represented a majority of the Company’s backlog of business as of September 30, 2002. During October and November 2002, Interactive Media added in excess of $8.0 million of backlog for eight shipboard interactive television systems for Carnival, Costa and Royal Caribbean. Barring unexpected schedule changes beyond the Company’s control, management expects approximately 76% of this revenue to be earned in 2003 with the remaining 24% to be earned in 2004. Interactive Media activities are located in Ft. Lauderdale near the most active concentration of cruise line operations in the United States.

The Technology Infrastructure Solution Area focuses on customers’ network and application architecture, messaging and collaboration systems and security issues. Network and application architecture deals with network design, local and remote access, Internet connectivity and the implementation of network operating systems including protocol design, policies, profiles, desktop standards, client installation/imaging and backup schemas. Effective messaging systems are collaboration tools that enable development and decision-making teams to reach a shared vision, make sound decisions and achieve greater productivity. Security solutions provide combinations of firewalls, virus protection and intrusion detection to protect Web servers, e-mail servers and other network components. Technology Infrastructure designs and implements enterprise-quality systems based on Microsoft technology that maximize network availability and efficiency and enable customers to reduce costs and protect vital resources. Technology Infrastructure solutions provide the underlying platforms and operating systems necessary to take advantage of the latest technology capabilities. Services include design, configuration, implementation, evaluation of customer operating systems and database platforms, messaging systems, information system security solutions such as firewalls and proxy servers and application services such as message queing and transaction servers.

The ability of businesses to manage information has become a prerequisite for their success. The E-Business Solution Area provides solutions based on Microsoft technology that enable organizations to evaluate and optimize business processes, streamline workflow and extend the accessibility of corporate messages, products, services and processes. The impact of the Internet is moving businesses to seek seamless access of employees, customers and suppliers to business knowledge capital and transactional systems. E-Business solutions emphasize Internet and intranet capabilities including company portals, extranet-based supply chains and electronic commerce sites, data warehousing, work flow, and interfaces with, or custom development for, business operation transaction systems. E-Business delivers portal and business intelligence solutions that automate and streamline information creation, storage, sharing and retrieval. Management believes that E-Business solutions enable customers to increase productivity by improving the flow and accessibility of information, thereby eliminating inefficiencies and reducing costs. Management believes E-Business solutions empower customer personnel with business intelligence for fast and effective decision making.

The Technology Infrastructure and E-Business Solution Areas focus on developing Microsoft-based technology solutions for customers in horizontal markets, meaning organizations across a broad array of industries. The Company’s current target market for these solution areas is mid-market to Fortune 1000 companies seeking to achieve a competitive advantage through technology. The Company believes that businesses with annual revenue ranging from

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$250 million to $1 billion afford the Company the best opportunities to offer solutions creating value for the customers and to foster the development of long-term business relationships. Management believes mid-market companies are more likely to utilize Microsoft-oriented information technology than larger organizations and typically have less sophisticated internal technical resources. The Company will not, however, limit its marketing and sales efforts solely to customers of this size. Technology Infrastructure and E-Business consulting services are provided from the Company’s Northern California and Pittsburgh offices.

The Company’s solution area-based organizational structure is designed to complement the customer-oriented focus of the Company’s marketing strategy. Solution area sales and operational personnel must understand a customer’s business issues to provide a solution customized to meet the customer’s particular needs. The Company believes the customer-based focus of its solution area organizational structure and marketing strategy promote the effective delivery of customer-oriented technology solutions and foster the growth of long-term customer relationships with ongoing service opportunities. There can be no assurance, however, that the Company will realize revenue at current or increased levels in future periods as a result of its current strategy. Management believes that the customer-oriented focus that is the fundamental principal of its marketing strategy is firmly established throughout the Company.

The Company has established operating relationships with some of the leading suppliers of information technology products to complement its solution area services. Foremost among these are the operating relationships with On Command Corporation (“On Command”) and Microsoft. On Command’s end-user components and computer hardware platforms and configurations are utilized by the Company for its interactive television systems integration projects. On Command is one of the world’s largest providers of interactive television services to the lodging industry. Through extensive research and development efforts, On Command has developed specifications and configurations for computer hardware and end-user components that facilitate efficient and reliable interactive television operations. The Company has a Supplier Agreement with On Command that grants it exclusivity in purchasing hardware and end-user components for interactive television systems for the cruise line market. The Supplier Agreement will expire on December 31, 2003. The Company and On Command are currently negotiating the terms of a new agreement to replace the existing agreement. The Company expects a new agreement to be completed prior to the expiration of the current agreement. However, there can be no assurance that a new agreement will be entered into prior to the expiration of the current agreement, or that any new agreement will be on terms as favorable to the Company as the current agreement. Failure to replace the existing agreement could necessitate the usage of different hardware components and configurations for interactive television systems integration projects. The Company’s Interactive Media operations could be negatively impacted if difficulty were to be experienced in obtaining alternate components, or if any such components were more costly or did not have similar functionality as the On Command equipment currently utilized.

Both of the Company’s Allin Consulting subsidiaries and Allin Interactive are certified as Microsoft Solutions Provider Partners. During 2001, both of the Allin Consulting subsidiaries were also designated as Microsoft Gold Certified Partners in recognition of their attainment of rigorous certification criteria and demonstrated technical competency in providing complex business solutions. Allin Consulting-Pennsylvania was the first partner in the Pittsburgh area awarded gold status. The Company is also a member of Microsoft’s Technical Infrastructure and Business Intelligence Partner Advisory Councils. Council members are a select group of Microsoft Solution Providers with a successful history of implementing Microsoft information technology who work closely with Microsoft to provide guidance on key issues that ultimately shape Microsoft’s channel-based strategy for delivering customer solutions and services. The Company’s role as a member of these Advisory Councils has positioned it to quickly develop solutions expertise in new Microsoft technologies. In 2002, Allin Consulting-California was named to the Northern California .NET Blitz team which is a select group of partners that give custom workshops on behalf of Microsoft to extend .NET awareness and encourage development on the Microsoft .NET platform. During 2001, Allin Consulting-Pennsylvania was named to the Microsoft Project Partner Program for demonstrated capabilities in developing and deploying project management solutions. The Company intends to continue its specialization in Microsoft-based technology products.

The Company has developed a solutions framework, the Allin Solutions Framework, for guiding the planning and conduct of solutions-oriented projects. The Allin Solutions Framework also assists customers in aligning their business and technology objectives thereby maximizing the effectiveness of the recommended solutions. The Allin Solutions Framework allows solution planning to draw upon a knowledge base of resources developed through past projects. It also provides a solution development discipline focused on team and process models used for organizing effective project teams and managing project lifecycles. The Allin Solutions Framework provides a foundation for planning and controlling results-oriented projects based on scope, schedule and resources. The adaptable process includes four phases:

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· The Solution Vision phase delivers a Vision document that articulates the ultimate goals for the solution and provides clear direction to measure success as well as defining the scope of the solution and the boundaries of the project. The Solution Vision includes a risk/return assessment and a project plan for the remaining phases.

· The Solution Design phase culminates in the delivery and acceptance of the design specifications, including functional specifications, system design and quality assurance considerations, test plan and the project plan and schedule for solution development.

· The Solution Development phase culminates in the initial delivery of a functionally complete solution, ready for pilot usage.

· The Solution Deployment phase begins with a pilot and culminates in the production release of the installed system, training and documentation, and conversion of, or integration with, existing systems.

The Company’s Interactive Media, Technology Infrastructure and E-Business Media Solution Areas deliver solutions-oriented consulting services that are either Allin-managed or co-managed with the customer. With the Allin-managed delivery method, solution area managers and consultants fully control the planning, development and implementation of turnkey solutions. Client personnel function as sources of information concerning the business need for which a solution is sought. With the co-managed delivery method, solution area managers and consultants and customer technical staff members work on a collaborative basis in planning, developing and implementing solutions. The Company is fully or partially responsible for the development and implementation of technology-based solutions under the Allin-managed or co-managed delivery methods. These solutions-oriented services are viewed by management as being the most consistent with the Company’s marketing strategy and offering the potential for higher billing rates and margins due to the Company’s performance of high level managerial tasks.

The Company’s Outsourced Services operations provide resources with varied technical skill sets that customers utilize to complement and assist internal staff in the execution of customer-managed projects. Outsourced Services was identified as Legacy Technology Consulting in financial reports of the Company prior to the Company’s Report on Form 10-Q for the quarterly period ended June 30, 2002. Prior to 2002, Outsourced Services was primarily focused on legacy technologies including IBM mainframe technology and Hogan IBA software applications. Due to a widespread transition from mainframe to client/server network configurations among domestic businesses, demand for services based on legacy technologies declined significantly from 1999 through 2001. During 2002, in order to better preserve customer relationships that had primarily used customer-managed resources, the Company transitioned the technical resources dedicated to Outsourced Services to a broader array of technology, including services and application development based on Microsoft, Oracle and Informix software and products. The change in segment name to Outsourced Services is intended to reflect the broader array of technology skills now utilized on outsourced engagements. Management believes the broader array of technology skills now offered by Outsourced Services will slow the rate of decline in Outsourced Services revenue experienced by the Company from 1999 to 2001. However, management expects Outsourced Services revenue to be realized over the full year 2002 will represent a decline from that realized in 2001 and that Outsourced Services revenue will likely continue to decline in 2003. Outsourced Services is grouped with Solution Area Services because the services are overseen by executive management and support personnel in the Company’s Pittsburgh office with responsibility for all of the Pittsburgh-based solution area operations.

The Company also provides certain ancillary services and information system product sales, which are those revenue producing activities that, unlike the solution area services previously described, are not viewed as key to, or completely aligned with, the Company’s overall strategic objectives and marketing plans. In connection with its solutions-oriented services, customers will occasionally request that the Company also provide technology-related products necessary for implementation or ongoing use of technology solutions recommended and implemented by the solution areas. To ensure customer satisfaction, the Company maintains an ancillary capability to provide information system products, including interactive television equipment and computer hardware, software and supplies. The Company also occasionally performs ancillary services resulting in revenue such as website hosting or placement fees. Until December 2001, the Company also operated two interactive television systems as a result of a discontinued operating model.

Certain Critical Accounting Policies and Estimates

The Company’s significant accounting policies are described in Note 2 in the Notes to Consolidated Financial Statements included in Item 8—Financial Statements and Supplementary Data in the Company’s Report on Form 10-K for the year ended December 31, 2001 and Note 1 in the Notes to Consolidated Financial Statements included in Part I, Item 1—Financial Statements in this Report on Form 10-Q. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions to apply

21

certain of these critical accounting policies. These estimates and assumptions affect the reported amounts of assets and liabilities and the reported amounts of revenue and expenses during the reporting periods. In applying policies requiring estimates and assumptions, management uses its judgment based on historical experience, terms of existing contracts, industry practices and trends, information available from customers, publicly available information and other factors deemed reasonable under the circumstances. Actual results may differ materially from estimates. Critical accounting policies requiring the use of estimates and assumptions include the following.

Revenue and Cost of Sales Recognition. The Company’s recognition method for revenue and cost of sales for the Interactive Media Solution Area’s systems integration services is based on the size and expected duration of the project and whether significant software modification is required. For systems integration projects in excess of $250,000 of revenue and expected to be of greater than 90 days duration, the Company recognizes revenue and cost of sales based on percentage of completion, if significant software modification is required, or proportional performance. Software modification is typically involved with these projects, including loading of proprietary applications developed by the Company for the customer, so the percentage of completion method is normally used for these significant projects. The Company utilizes the proportion of labor incurred to expected total project labor as a quantitative factor in determining the percentage of completion when the proportion of total project costs incurred to expected total project costs is not representative of actual project completion status. The majority of the equipment for systems integration projects is typically ordered, and associated costs are incurred, in the early stages of a project. Consequently, the proportion of labor incurred to expected total project labor is more frequently representative of percentage of completion than the proportion of total project costs incurred to expected total project costs. The labor factor is therefore most often used to determine the percentage of completion. For systems integration projects of this type, management must estimate expected total labor hours and costs and expected total non-labor costs at the beginning of the project. Management reviews the status of projects monthly, including labor and other costs incurred to date and expected for completion of the project, project timing, and any issues impacting project performance. Any changes to expected labor hours or expected costs for project completion are factored into the monthly estimate of project cumulative percentage of completion, which is used to determine current revenue and cost of sales recognition. For consulting engagements performed by Allin Interactive, Allin-Consulting-California and Allin Consulting-Pennsylvania on a fixed-price basis, revenue and related cost of sales are recognized on a percentage of completion basis. Management must estimate expected labor for project completion at the beginning of each project. Fixed price consulting projects are reviewed monthly, with any changes to expected project labor factored into the determination of cumulative percentage of completion, which is used to determine current revenue and cost of sales recognition. Revenue recognized on the percentage of completion or proportional performance bases was approximately 52% and 51% of the Company’s total revenue for the three-month periods ended September 30, 2001 and 2002, respectively, and approximately 40% and 47% of the Company’s total revenue for the nine-month periods ended September 30, 2001 and 2002, respectively. Usage of the percentage of completion or proportional performance methods can result in unwarranted acceleration of or delay in recognition of revenue and cost of sales if management’s estimates of certain critical factors such as expected total project labor or total project costs are materially less than or greater than actual project requirements. The Company believes its monthly reviews of project status, including expected total project labor and costs, mitigate the potential for inappropriate revenue or cost of sales recognition since the reviews result in revenue and cost of sales recognition based on the latest available information. Management’s estimates and assumptions also impact the Company’s assets and liabilities as revenue and cost of sales recognition for these projects may also impact the carrying value, if any, of unbilled revenue, costs and estimated gross margins in excess of billings, billings in excess of costs and estimated gross margins, accrued liabilities and deferred revenue on the Company’s Consolidated Balance Sheets.

Impairment of Assets. During June 2001, the Company recorded significant losses for impairment of assets totaling $10,748,000. The calculation of the losses, as well as the timing of their recording, resulted from management’s judgments and estimates. Significant portions of the acquisition prices for Allin Consulting-Pennsylvania and Allin Consulting-California, which were acquired by the Company in August 1998 and November 1996, respectively, were attributed to intangible assets, including client lists, assembled workforces and goodwill. Based on the growth in Technology Infrastructure and E-Business revenue experienced in 1999 and 2000 and industry projections for continuing significant increases in the demand for e-business and infrastructure technology consulting services, in late 2000, the Company anticipated significant revenue and gross profit increases in future periods for its Technology Infrastructure and E-Business Solution Areas. At that time, anticipated results indicated sufficient expected cash flows to support the net unamortized values of the intangible assets associated with the acquisitions of Allin Consulting-Pennsylvania and Allin-Consulting-California. However, the downturn in the domestic economy, which began late in 2000, significantly lowered technology-based spending in the United States, negatively impacting the demand for technology consulting services. Industry analysis as of mid-2001 indicated that any increase in the demand

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for technology consulting services was not likely to occur until 2002 at the earliest. During June 2001, due to the continuing variance in the rate of revenue and gross profit growth from prior expectations and the growing perception among industry analysts that the negative impact of the economic downturn on technology consulting would continue at least until 2002, the Company completed new projections for Allin Consulting-Pennsylvania and Allin Consulting-California. These projections indicated the estimated fair values of the intangible assets associated with the acquisitions of those operations were less than the net unamortized values of the assets.

The negative impact of the economic downturn on Allin Consulting-Pennsylvania was particularly pronounced since the slower than anticipated growth in Technology Infrastructure and E-Business revenue during the first half of 2001 was accompanied by a continuing decline in the level of outsourced services provided related to certain legacy technologies. Solutions-oriented Technology Infrastructure and E-Business consulting had grown in significance and outsourced services lessened in significance for Allin Consulting-Pennsylvania from its acquisition in August 1998 until the end of 2000. Solutions-oriented revenue typically featured higher billing rates and gross profit potential, but shorter duration of projects and more volatility in results. Also, the significant impact of the economic downturn on technology consulting indicated a likelihood of additional risk due to economic cycles. Consequently, the period over which expected cash flows were projected was shortened to ten years beyond 2001. The original expected useful life for goodwill and customer list had been thirty and fourteen years, respectively. The Company’s forecast for Allin Consulting-Pennsylvania included low expectations of revenue and gross profit growth through 2003, as the level of outsourced services was then expected to continue to decline throughout this period. At that time, the Company estimated that growth rates for revenue and gross profit would increase after 2003. Based on the Company’s revised projections, a loss due to impairment of approximately $9,530,000 was recorded in June 2001 to reduce the net unamortized value of goodwill recorded on Allin Consulting-Pennsylvania. The impairment loss was included in Selling, general & administrative expenses in the Company’s Consolidated Statements of Operations during that period. The remaining amortization periods for customer list and goodwill were adjusted prospectively to equal the period of the Company’s projection. Due to the implementation of Statements of Financial Accounting Standards No. 141 Business Combinations (“SFAS No. 141”) and No. 142 Goodwill and Other Intangible Assets (“SFAS No. 142”) on January 1, 2002, goodwill is no longer amortized in 2002.

The economic downturn also negatively impacted the demand for Technology Infrastructure and E-Business consulting services provided by Allin Consulting-California. The Company’s expectations of future revenue and gross profit as of the beginning of 2001 had been based on growth achieved in 2000 and industry analysis for expected future demand for technology consulting services. Due to the economic downturn, during 2001, the Company was unable to sustain revenue growth that had been realized late in 2000. Prior to recording the impairment loss, approximately 92 % of the net unamortized value of Allin Consulting-California’s intangible assets related to goodwill associated with its acquisition in November 1996. The original useful life was seven years. Consequently, the projection for cash flows related to goodwill from the 1996 acquisition was based on the remaining useful life, with low expectations for revenue and gross profit growth due to the likelihood that the negative impact of the economic downturn would persist through a substantial portion of the remaining useful life. Based on the Company’s revised projections, a loss due to impairment of approximately $1,097,000 was recorded in June 2001 to reduce the net unamortized value of goodwill recorded on Allin Consulting-California. The impairment loss was included in Selling, general & administrative expenses in the Company’s Consolidated Statements of Operations during that period.

Allin Interactive maintained an inventory of interactive television equipment salvaged from ships on which it had previously operated interactive television systems on an owner-operator model. The equipment had been removed from ships on which operations under this model were discontinued in 1997 and 1998. The inventory values had been based on estimated salvage values after the equipment was removed from the ships. Allin Interactive continued to own and operate other ship-based systems utilizing similar equipment and, from 1999 to 2001, sold the remaining systems to two cruise lines. During this time period, Allin Interactive sought to sell its inventory to these cruise lines for spare parts for the systems that continued to be operated. While a portion of the inventory was sold to these parties, it became apparent during the second quarter of 2001 that neither cruise line was prepared to purchase significant quantities of the inventoried equipment. The Company therefore believed the estimated fair value of the remaining inventory was less than the value recorded for the inventory. A loss due to impairment of approximately $121,000 was recorded in the second quarter of 2001 to adjust the recorded value of Allin Interactive’s inventory to the revised estimate of fair value. The impairment loss was included in Selling, general & administrative expenses in the Company’s Consolidated Statements of Operations during that period.

Management’s assumptions and estimates resulted in the calculation of impairment losses that significantly, negatively impacted the Company’s reported results of operations for the nine-month period ended September 30, 2001.

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In applying accounting standards applicable to impairment of assets in 2001, management used its judgment based on historical experience, industry analysis and expectations of future trends, and other factors deemed reasonable under the circumstances.

Certain Related Party Transactions

During the three- and nine-month periods ended September 30, 2001 and 2002, the Company engaged in transactions with related parties, including sale of services and products, purchases of services and leases for office space. Services and products sold represented less than 1% of the Company’s revenue in each of these periods. The charges for services and products sold to related parties were comparable to charges for similar services and products sold to non-related entities. Purchased services represented less than 1% of cost of sales or selling, general & administrative expenses in each of these periods. Management believes the cost of these services is similar to that which could have been obtained from non-related entities.

The Company’s office space in Pittsburgh, Pennsylvania is leased from an entity in which beneficial holders of greater than five percent of the Company’s common stock, as well as certain of family members of one of the holders, have equity interests. A five year lease on the office space expired January 31, 2002. The Company’s management believes that rental rates under the lease were competitive with the marketplace for similar commercial real estate at the time the lease was entered in 1997. Management believed the Company’s Pittsburgh-based operations could effectively utilize a smaller space at the conclusion of the lease due to staff reductions in 2001. The Company’s landlord agreed to permit the Company to continue to occupy its present space on a month-to-month basis until such time as the landlord identifies an alternate tenant for the Company’s space. At that time, the Company will likely move to smaller space within the same building more commensurate with its needs. The Company’s rent expense was reduced by approximately 51% under the new arrangement reflecting both its reduced requirements for space and real estate market conditions as of the beginning of 2002. Management believes the new arrangement benefits both parties as the Company has benefited from a rent reduction while deferring the cost and inconvenience of moving while the landlord has deferred the costs associated with buildout of new space for the Company. Rental expense related to the Pittsburgh office space was approximately $73,000 and $34,000 during the three-month periods and approximately $218,000 and $115,000 during the nine-month periods ended September 30, 2001 and 2002, respectively. This represented 4% and 2%, respectively, of selling, general and administrative expenses during the three-month periods ended September 30, 2001 and 2002, and 1% and 3%, respectively, of selling, general and administrative expenses during the nine-month periods then ended.

Results of Operations

Three Months Ended September 30, 2002 Compared to Three Months Ended September 30, 2001

Revenue

The Company’s total revenue for the three months ended September 30, 2002 was $3,251,000, a decrease of $1,064,000, or 25%, from total revenue of $4,315,000 for the three months ended September 30, 2001. The Company’s Technology Infrastructure and E-Business Solution Areas and Outsourced Services operations all experienced revenue declines which management attributes to a softening of demand for technology consulting services throughout 2001 and 2002 due to the downturn in the domestic economy. The Interactive Media Solution Area also experienced a decline in period-to-period revenue due a significantly higher level of applications development consulting being performed in the third quarter of 2001 related to a major project for Carnival and due to variability in the level of systems integration services due to shipyard scheduling considerations.

The Company’s solution area revenue, after elimination of intercompany sales, was $3,070,000 for the three months ended September 30, 2002, including $1,780,000 for Interactive Media, $491,000 for Technology Infrastructure, $575,000 for E-Business and $224,000 for Outsourced Services. Comparable solution area revenue for the three months ended September 30, 2001 was $4,109,000 in total, including $2,573,000 for Interactive Media, $511,000 for Technology Infrastructure, $721,000 for E-Business and $304,000 for Outsourced Services.

Revenue for the Interactive Media Solution Area for the three months ended September 30, 2002 included $674,000 for interactive media consulting and $1,106,000 for interactive media systems integration. Comparable Interactive Media revenue for the three months ended September 30, 2001 included $859,000 for interactive media consulting and $1,714,000 for interactive media systems integration. The decrease in revenue for the Interactive Media

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Solution Area comparing the third quarter of 2001 to the third quarter of 2002 was 31%. The Interactive Media Solution Area’s consulting and systems integration services have historically been highly concentrated, predominantly with customers in the cruise industry. During the third quarters of both 2001 and 2002, over 99% of Interactive Media revenue was derived from Carnival, Royal Caribbean and Celebrity. The majority of the revenue in both periods related to consulting and systems integration projects for the design, configuration and installation of interactive television systems aboard cruise ships. These projects are of many months’ duration, but a project will typically experience a period of peak activity coincident with the majority of the on-site labor at the shipyard for newly built ships or onboard for ships in service. The timing of the peak activity is dependent on many factors including shipyard construction schedules for system installations on new ships and itinerary considerations and cabin availability for installations on ships already in service. Since the Company has limited control of these factors, the degree of activity on shipboard installations can vary substantially from quarter to quarter resulting in significant variations in revenue. Systems integration services decreased $608,000, or 35%, from the third quarter of 2001 to the third quarter of 2002. The third quarter of 2002 included a majority of the period of peak activity for one ship system and smaller portions of the period of peak activity for two other ship systems while the third quarter of 2001 included the majority of the period of peak activity for one ship system and portions of the peak activity periods for three systems. This normal variation in activity due to shipyard construction schedules was the most significant factor in the decrease in revenue from the third quarter of 2001 to the third quarter of 2002. Interactive Media consulting revenue declined $185,000, or 22%, from the third quarter of 2001 to the third quarter of 2002. A significant factor in the decline in consulting revenue was a higher level of applications development in the third quarter of 2001 related to a major applications development project for Carnival under a contract entered in February 2001. Activity on this project has continued through the third quarter of 2002, but at substantially reduced levels from that performed in the comparable period of 2001. Due to the factors described above which cause period-to-period variability in the level of services performed and other considerations such as general economic conditions, there can be no assurance that the Company’s Interactive Media Solution Area will continue to realize consulting or systems integration revenue equal to or greater than the levels realized in the third quarter of 2002 or that any increases realized will result in the desired improvement to the Company’s financial condition or results of operations.

Technology Infrastructure revenue decreased $20,000, or 4%, in the three months ended September 30, 2002 as compared to the three months ended September 30, 2001. Management believes the domestic economic downturn has resulted in a softening of demand for technology consulting services which began in early 2001 and has continued throughout 2002. In addition to the cost of the consulting services, Technology Infrastructure solutions will frequently recommend or require significant upgrades in customers’ hardware, software and networking equipment. Because of the frequent association of Technology Infrastructure projects with product costs, management believes the negative impact of the economic downturn on the demand for Technology Infrastructure services began earlier in 2001 than for E-Business services. Management believes the negative impact was manifest by the third quarter of 2001, which is why revenue levels are comparable from the third quarter of 2001 to the third quarter of 2002. Management believes, however, that certain industry trends, as discussed in the Company’s Report on Form 10-K for the year ended December 31, 2001 in Item 1, Business under the caption “Industry Overview – Technology Consulting Services”, including increasing security concerns and expected growth in wireless access to distributed networks, as well as eventual economic recovery, will foster growth in long-term demand for Technology Infrastructure services. There can be no assurance, however, that these trends will result in the realization of future revenue equal to or greater than current levels for the Technology Infrastructure Solution Area or that any increases realized will result in the desired improvements to the Company’s financial condition or results of operations.

The E-Business Solution Area realized a revenue decrease of $146,000, or 20%, for the three months ended September 30, 2002 as compared with the three months ended September 30, 2001. Management believes the decline in revenue is primarily attributable to the negative impact of the economic downturn on demand for technology-based services. While E-Business activity has been negatively affected by the economic downturn, management believes the continuing growth of Internet-based business mitigated the impact on E-Business as compared to Technology Infrastructure, particularly in 2001. Management believes the impact of the Internet will continue to move businesses to seek seamless access of employees, customers and suppliers to business knowledge capital and transactional systems, which will continue to foster demand for business intelligence applications. There can be no assurance, however, that the Company will realize future revenue equal to or greater than current levels for the E-Business Solution Area or that any increases realized will result in the desired improvements to the Company’s financial condition or results of operations.

Revenue from Outsourced Services declined $80,000, or 26%, for the three months ended September 30, 2002 as compared to the three months ended September 30, 2001. Although the Company has broadened the scope of

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services offered on an outsourced basis in 2002 to include applications development based on Microsoft, Oracle and Informix software and products, management believes this will likely slow, but not reverse, a long-term trend of reductions in the level of Outsourced Services business for the Company. Management expects the level of Outsourced Services revenue will continue to decline in future periods.

The Company recognized revenue for ancillary services & product sales, after elimination of intercompany sales, of $181,000 during the three months ended September 30, 2002, including $151,000 for information system product sales and $30,000 for other services. Ancillary services & product sales revenue of $206,000 was recognized during the three months ended September 30, 2001, including $80,000 for information system product sales and $126,000 for other services. The increase in information system product sales is due primarily to increased sales of interactive television equipment and spare parts to the Company’s cruise line customers. Management attributes the increase in demand primarily to a larger base of installed interactive television systems in the cruise industry in the third quarter of 2002 as compared to the third quarter of 2001. The decline in revenue for other services was primarily due to the inclusion of interactive television transactional services revenue of $78,000 in the third quarter of 2001. Interactive television transactional services ceased in December 2001 after the transfer of systems operation on two ships to Carnival following the sale of the systems to Carnival earlier in 2001.

Cost of Sales and Gross Profit

The Company recognized cost of sales of $1,652,000 during the three months ended September 30, 2002 as compared to $2,359,000 during the three months ended September 30, 2001. The decrease in cost of sales of $707,000 was consistent with the declines in revenue experienced in the Company’s operations. Gross profit of $1,599,000 was recognized for the three months ended September 30, 2002 as compared to $1,956,000 for the three months ended September 30, 2001, a decrease of $357,000, or 18%. Gross profit as a percentage of revenue increased from 45% in the third quarter of 2001 to 49% in the third quarter of 2002. Management attributes the increase primarily to Interactive Media systems integration revenue comprising a greater proportion of total revenue in the third quarter of 2001 than in the third quarter of 2002. The equipment component associated with systems integration revenue typically carries lower margins than revenue associated with labor-based services.

The Company’s solution areas recorded a total of $1,565,000 for cost of sales during the three months ended September 30, 2002, including $905,000 for Interactive Media, $225,000 for Technology Infrastructure, $261,000 for E-Business and $174,000 for Outsourced Services. Comparable cost of sales for the three months ended September 30, 2001 was $2,303,000 in total, including $1,562,000 for Interactive Media, $210,000 for Technology Infrastructure, $305,000 for E-Business and $226,000 for Outsourced Services. Gross profit for the Company’s solution areas for the three months ended September 30, 2002 was $1,505,000, including $875,000 for Interactive Media, $266,000 for Technology Infrastructure, $314,000 for E-Business and $50,000 for Outsourced Services. Comparable gross profit for the three months ended September 30, 2001 was $1,806,000 in total, including $1,011,000 for Interactive Media, $301,000 for Technology Infrastructure, $416,000 for E-Business and $78,000 for Outsourced Services.

Cost of sales for the Interactive Media Solution Area for the three months ended September 30, 2002 included $208,000 for interactive media consulting and $697,000 for interactive media systems integration. Interactive Media cost of sales for the three months ended September 30, 2001 included $362,000 for interactive media consulting and $1,200,000 for interactive media systems integration. Interactive Media Solution Area gross profit for the three months ended September 30, 2002 included $466,000 for interactive media consulting and $409,000 for interactive media systems integration. Interactive Media gross profit for the three months ended September 30, 2001 included $497,000 for interactive media consulting and $514,000 for interactive media systems integration. The period-to-period decreases in consulting cost of sales and gross profit were primarily attributable to a higher level of applications development in the third quarter of 2001 related to a major applications development project for Carnival. This project was in a late phase of activity in the third quarter of 2002, with a considerably lower level of activity than in the third quarter of 2001. Decreases in systems integration cost of sales and gross profit resulted from normal variations in activity due to scheduling considerations related to shipboard interactive television system installations, with a lower level of activity realized in the third quarter of 2002. As discussed above under Revenue, there will continue to be significant quarter-to-quarter variation in the level of Interactive Media services, which will result in significant variation in the levels of cost of sales and gross profit recognized.

Technology Infrastructure gross profit decreased $35,000, or 12%, for the three months ended September 30, 2002 as compared to the three months ended September 30, 2001. Management attributes the decline in period-to-period Technology Infrastructure gross profit to the economic downturn throughout 2001 and 2002, which has curtailed

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technology spending for consulting services or the equipment and software upgrades that will frequently accompany infrastructure solutions. The decline in gross profit exceeded the decline in revenue on percentage terms. Management believes that the long-term duration of the economic decline has resulted in downward pressure on pricing in 2002 for Technology Infrastructure to remain competitive in the marketplace, with a resulting negative effect on gross profit as a percentage of revenue.

E-Business gross profit decreased $102,000, or 25%, in the third quarter of 2002 as compared to the third quarter of 2001. Management believes the decline in gross profit is also attributable to the negative impact of the economic downturn on demand for technology-based services. E-Business also experienced a period-to-period decline in gross profit that was greater in percentage terms than the decline in revenue. Management believes that the long-term duration of the economic decline has also resulted in downward pressure on E-Business pricing in 2002, with a similar negative effect on gross profit as a percentage of revenue as that experienced with Technology Infrastructure services.

Gross profit realized on Outsourced Services declined $28,000 from the third quarter of 2001 to the third quarter of 2002. Gross profit as a percentage of revenue decreased from 26% in the third quarter of 2001 to 22% in the third quarter of 2002, which management also attributes to downward pressure on pricing in order for the Company to remain competitive given the negative impact of the economic downturn on demand for services.

Cost of sales for the Company’s ancillary services and product sales was $87,000 for the three months ended September 30, 2002, with all of the cost of sales attributable to information system product sales. Cost of sales for ancillary services and product sales was $56,000 for the three months ended September 30, 2001, including $48,000 for information system product sales and $8,000 for other services, related to the cost of pay-per-view movies associated with the operation of interactive television systems. Gross profit on ancillary services and product sales was $94,000 for the three months ended September 30, 2002, including $64,000 for information system product sales and $30,000 from other services. Gross profit for ancillary services and product sales was $150,000 for the three months ended September 30, 2001, including $32,000 for information system product sales and $118,000 from other services. The decline in gross profit from other services was due to the cessation of interactive television transactional services between the periods.

Selling, General & Administrative Expenses

The Company recorded $1,390,000 in selling, general & administrative expenses during the three months ended September 30, 2002, including $125,000 for depreciation and amortization and $1,265,000 for other selling, general & administrative expenses. Selling, general & administrative expenses were $1,681,000 during the three months ended September 30, 2001, including $278,000 for depreciation and amortization and $1,403,000 for other selling, general & administrative expenses. The period-to-period decrease in selling, general & administrative expenses was $291,000, or 17%.

Management implemented cost savings efforts throughout 2001 and 2002 which have resulted in reductions in other selling, general & administrative expenses, including compensation, travel and entertainment and communications costs. Management believed such reductions were necessary given the negative impact of the economic downturn on the Company’s technology consulting operations, as discussed above. Another factor contributing to the decrease in selling, general & administrative expenses was a reduction in expenses for rent and facilities. The Company’s lease for its office space in Pittsburgh expired January 31, 2002. Management believed the Company’s Pittsburgh-based operations could effectively utilize a smaller space due to the 2001 staff reductions. The Company’s landlord agreed to permit the Company to continue to occupy its present space on a month-to-month basis until such time as the landlord identifies an alternate tenant for the Company’s space. The Company’s rent expense for its Pittsburgh office was reduced by approximately 51% under the new arrangement reflecting both its reduced requirements for space and current real estate market conditions.

Depreciation and amortization were $125,000 for the three months ended September 30, 2002 as compared to $278,000 for the three months ended September 30, 2001. The decrease of $153,000, or 55%, is due to several factors. The most significant was the Company’s implementation of SFAS Nos. 141 and 142 as of January 1, 2002. Under the new standards, goodwill is no longer amortized. Also, intangible asset values previously recorded for assembled workforces in connection with the acquisitions of Allin Consulting-California in 1996 and Allin Consulting-Pennsylvania in 1998 were reclassified to goodwill. During the three months ended September 30, 2001, approximately $85,000 of amortization expense had been recorded related to goodwill and assembled workforces. Another factor

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contributing to the period-to-period reduction in depreciation and amortization was significant levels of fixed assets reaching full depreciation in December 2001 and June 2002.

Income from Continuing Operations

The Company recorded income from continuing operations of $200,000 for the three months ended September 30, 2002, as compared to income from continuing operations of $256,000 for the three months ended September 30, 2001. The Company experienced a significant reduction in period-to-period gross profit from operations of $357,000. However, most of the reduction was offset by a $291,000 reduction in selling, general & administrative expenses, as discussed above.

Loss from Discontinued Operations

During the three months ended September 30, 2002, the Company recorded a loss of $11,000 from its discontinued digital imaging operations as compared to a loss of $85,000 during the three months ended September 30, 2001. During the third quarter of 2002, the Company continued to wind down remaining open matters associated with the former operations. Management does not expect additional revenue to be derived from digital imaging activity in the future. The remaining inventory balance for digital imaging equipment was approximately $5,000 as of September 30, 2002 and management expects to liquidate the remaining items by December 31, 2002. The loss recorded during the three months ended September 30, 2001 included a provision of $60,000 to increase Allin Digital’s allowance for doubtful accounts receivable.

Net Income

The Company realized net income of $189,000 for the three months ended September 30, 2002 as compared to net income of $171,000 for the three months ended September 30, 2001. Reductions in selling, general & administrative expenses and a reduction in the loss associated with discontinued operations were able to offset a reduction in gross profit from operations, resulting in a slight period-to-period increase in net income.

Nine Months Ended September 30, 2002 Compared to Nine Months Ended September 30, 2001

Revenue

The Company’s total revenue for the nine months ended September 30, 2002 was $9,503,000, a decrease of $3,713,000, or 28%, from total revenue of $13,216,000 for the nine months ended September 30, 2001. All of the Company’s solution area services experienced revenue declines for various reasons as discussed below.

The Company’s solution area revenue, after elimination of intercompany sales, was $9,101,000 for the nine months ended September 30, 2002, including $5,269,000 for Interactive Media, $1,331,000 for Technology Infrastructure, $1,597,000 for E-Business and $904,000 for Outsourced Services. Comparable solution area revenue for the nine months ended September 30, 2001 was $12,537,000 in total, including $6,730,000 for Interactive Media, $2,252,000 for Technology Infrastructure, $1,922,000 for E-Business and $1,633,000 for Outsourced Services.

Revenue for the Interactive Media Solution Area for the nine months ended September 30, 2002 included $1,800,000 for interactive media consulting and $3,469,000 for interactive media systems integration. Comparable Interactive Media revenue for the nine months ended September 30, 2001 included $2,556,000 for interactive media consulting and $4,174,000 for interactive media systems integration. The decrease in revenue for the Interactive Media Solution Area from the first nine months of 2001 to the first nine months of 2002 was 22%. The most significant factor in the decline in consulting revenue was a higher level of applications development in the first nine months of 2001 related to a major applications development project for Carnival under a contract entered in February 2001. This project was in later stages in the first nine months of 2002, with a considerably lower level of activity than in the first nine months of 2001. The period-to-period decline in systems integration revenue of 17% was due to fewer major installation projects being active in the first nine months of 2002 than in the first nine months of 2001. During the nine months ended September 30, 2001, the majority of systems integration revenue related to four major ship system projects was recognized along with close to half the revenue related to a fifth ship system. During the comparable period of 2002, the majority of systems integration revenue related to three major ship systems and close to one-fourth of the revenue related to three additional projects was recognized. Based on the new contract with Costa in October 2002 and orders received from Carnival and Royal Caribbean in October and November 2002, management believes

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Interactive Media revenue for 2003 will be comparable to revenue levels expected to be realized for the full year of 2002. However, unanticipated project schedule changes beyond the Company’s control could result in delays which may negatively impact revenue expected to be realized in 2003. Interactive Media operations are expected to continue to be dependent on the cruise industry in 2003 and are therefore subject to risks that may negatively impact the cruise industry such as a continuation of the current economic downturn or new incidents of terrorism. Such risks or others could cause cruise line customers to seek to delay or cancel projects currently expected to be performed in 2003. Accordingly, there can be no assurance that the Company’s Interactive Media Solution Area will continue to realize consulting or systems integration revenue equal to or greater than the levels realized in the first nine months of 2002 or that any increases realized will result in the desired improvement to the Company’s financial condition or results of operations.

Technology Infrastructure revenue decreased $921,000, or 41%, in the nine months ended September 30, 2002 as compared to the nine months ended September 30, 2001. Management attributes the decline in period-to-period Technology Infrastructure revenue to a softening of demand for technology consulting services throughout 2001 and 2002 due to the downturn in the domestic economy. Since Technology Infrastructure solutions will frequently recommend or require significant upgrades in customers’ hardware, software and networking equipment, the decline in demand for services has been particularly pronounced.

The E-Business Solution Area realized a revenue decrease of $325,000, or 17%, for the nine months ended September 30, 2002 as compared with the nine months ended September 30, 2001. Management believes the negative impact of the economic downturn on demand for technology-based services is primarily attributable for the decline in E-Business revenue. Management believes the continuing proliferation of internet-based commerce and a lower correlation of E-Business projects with significant equipment upgrades than with Technology Infrastructure projects have mitigated the decline in demand for E-Business services. There can be no assurance, however, that the Company will continue to realize E-Business revenue at current or increased levels in the future.

Revenue from Outsourced Services declined $729,000, or 45%, for the nine months ended September 30, 2002 as compared to the nine months ended September 30, 2001. The most critical factor in the decline was the Company’s cessation of services associated with Hogan IBA software products in July 2001. Hogan IBA-based services accounted for approximately 35% of the Company’s Outsourced Services revenue in the first nine months of 2001.

The Company recognized revenue for ancillary services & product sales, after elimination of intercompany sales, of $402,000 during the nine months ended September 30, 2002, including $337,000 for information system product sales and $65,000 for other services. Ancillary services & product sales revenue of $679,000 was recognized during the nine months ended September 30, 2001, including $184,000 for information system product sales and $495,000 for other services. The increase in information system product sales is due primarily to increased sales of interactive television equipment and spare parts to the Company’s cruise line customers related to a larger base of installed interactive television systems in the cruise industry in the first nine months of 2002 as compared to the first nine months of 2001. The decline in revenue for other services was due to the inclusion in the first nine months of 2001 of placement fee revenue of $124,000 and interactive television transactional services revenue of $262,000. The placement fee resulted from a litigation settlement with a former customer who had hired three of the Company’s consultants contrary to agreement. Interactive television transactional services ceased in December 2001 following the Company’s sale earlier that year of two interactive television systems to Carnival which the Company had previously owned and operated.

Cost of Sales and Gross Profit

The Company recognized cost of sales of $4,938,000 during the nine months ended September 30, 2002 as compared to $7,105,000 during the nine months ended September 30, 2001. The decrease in cost of sales of $2,167,000 was consistent with the declines in revenue experienced in the Company’s operations. Gross profit of $4,565,000 was recognized for the nine months ended September 30, 2002 as compared to $6,111,000 for the nine months ended September 30, 2001, a decrease of $1,546,000, or 25%. Gross profit as a percentage of revenue increased slightly from 46% for the first nine months of 2001 to 48% for the first nine months of 2002.

The Company’s solution areas recorded a total of $4,731,000 for cost of sales during the nine months ended September 30, 2002, including $2,790,000 for Interactive Media, $585,000 for Technology Infrastructure, $685,000 for E-Business and $671,000 for Outsourced Services. Comparable cost of sales for the nine months ended September 30, 2001 was $6,907,000 in total, including $3,958,000 for Interactive Media, $889,000 for Technology Infrastructure,

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$848,000 for E-Business and $1,212,000 for Outsourced Services. Gross profit for the Company’s solution areas for the nine months ended September 30, 2002 was $4,370,000, including $2,479,000 for Interactive Media, $746,000 for Technology Infrastructure, $912,000 for E-Business and $233,000 for Outsourced Services. Comparable gross profit for the nine months ended September 30, 2001 was $5,630,000 in total, including $2,772,000 for Interactive Media, $1,363,000 for Technology Infrastructure, $1,074,000 for E-Business and $421,000 for Outsourced Services.

Cost of sales for the Interactive Media Solution Area for the nine months ended September 30, 2002 included $610,000 for interactive media consulting and $2,180,000 for interactive media systems integration. Interactive Media cost of sales for the nine months ended September 30, 2001 included $978,000 for consulting and $2,980,000 for systems integration. Interactive Media Solution Area gross profit for the nine months ended September 30, 2002 included $1,190,000 for consulting and $1,289,000 for systems integration. Interactive Media gross profit for the nine months ended September 30, 2001 included $1,578,000 for consulting and $1,194,000 for systems integration. The period-to-period decreases in consulting cost of sales and gross profit are primarily attributable to a higher level of applications development in the first half of 2001 related to a major applications development project for Carnival. The Interactive Media Solution Area experienced a slight increase in period-to-period gross profit from systems integration services despite a decline in period-to-period revenue. Management attributes the improvement to enhanced operational efficiency and the reduction of incidental project costs such as shipping.

Technology Infrastructure gross profit decreased $617,000, or 45%, for the nine months ended September 30, 2002 as compared to the nine months ended September 30, 2001. As discussed above, management attributes the decline to the economic downturn throughout 2001 and 2002, which has curtailed technology spending.

E-Business gross profit decreased $162,000, or 15%, in the first nine months of 2002 as compared to the first nine months of 2001. Management believes the decline in gross profit, which corresponds to the period-to-period decline in E-Business revenue, is also attributable to the negative impact of the economic downturn on demand for technology-based services.

Gross profit realized on Outsourced Services declined $188,000 from the first nine months of 2001 to the first nine months of 2002. Management attributes the decline primarily to the July 2001 cessation of services related to Hogan IBA-based technology.

Cost of sales for the Company’s ancillary services and product sales was $207,000 for the nine months ended September 30, 2002 and was related to information system product sales. Cost of sales for ancillary services and product sales was $198,000 for the nine months ended September 30, 2001, including $120,000 for information system product sales and $78,000 for other services, related to the cost of pay-per-view movies associated with the operation of interactive television systems. Gross profit on ancillary services and product sales was $195,000 for the nine months ended September 30, 2002, including $130,000 for information system product sales and $65,000 for other services. Gross profit for ancillary services and product sales was $481,000 for the nine months ended September 30, 2001, including $64,000 from information system product sales and $417,000 in gross profit from other services. The decline in gross profit for other services was due to the inclusion of a large placement fee in the first nine months of 2001 and the cessation of interactive television transactional services between the periods.

Selling, General & Administrative Expenses

The Company recorded $4,385,000 in selling, general & administrative expenses during the nine months ended September 30, 2002, including $425,000 for depreciation and amortization and $3,960,000 for other selling, general & administrative expenses. Selling, general & administrative expenses were $17,890,000 during the nine months ended September 30, 2001, including $1,296,000 for depreciation and amortization, $10,748,000 in losses from impairment of assets and $5,846,000 for other selling, general & administrative expenses.

The most significant factor in the period-to-period decrease in selling, general & administrative expenses was the recording of $10,748,000 of losses from impairment of assets in the first nine months of 2001 related to goodwill associated with the acquisitions of Allin Consulting-Pennsylvania and Allin Consulting-California and inventory held by Allin Interactive. See the discussion under the caption Impairment of Assets under “Certain Critical Accounting Policies and Estimates” above and Note 6 – Impairment of Assets – in the Notes to Consolidated Financial Statements included in Part I, Item 1 – Financial Statements of this Report on Form 10-Q for additional information concerning the impairment losses. No losses due to impairment of assets were recorded in the first nine months of 2002.

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The downturn in the domestic economy experienced beginning late in 2000 significantly lowered technology-based spending in the United States, which negatively impacted the demand for technology services. Consequently, since late in the first quarter of 2001, management has moved to reduce the cost of personnel resources in its Technology Infrastructure and E-Business Solution Areas as well as in its corporate marketing and financial departments. As a result of these actions, the expense associated with personnel resources was substantially lower in the first nine months of 2002 than that incurred in the first nine months of 2001. The Company has also realized period-to-period reductions in other expenses such as rent, travel and entertainment and communications costs resulting from management’s cost containment efforts.

During the nine months ended September 30, 2001, restructuring charges of approximately $118,000 were recorded as a result of the termination of services of two managerial personnel associated with the Company’s Technology Infrastructure and E-Business Solution Area services. There were no similar restructuring charges recorded during the nine months ended September 30, 2002.

The decrease in depreciation and amortization of $871,000, or 67%, is due to the discontinuation of amortization of goodwill and assembled workforces in 2002 and significant levels of fixed assets reaching full depreciation in June and December 2001 and June 2002. During the nine months ended September 30, 2001, approximately $651,000 of amortization expense had been recorded related to goodwill and assembled workforces.

Income (Loss) from Continuing Operations

The Company recorded income from continuing operations of $162,000 for the nine months ended September 30, 2002, as compared to a loss from continuing operations of $11,883,000 for the nine months ended September 30, 2001. The substantial improvement resulted primarily from the inclusion of a loss from impairment of assets of $10,748,000 in selling, general & administrative expenses in the first nine months of 2001 while no comparable loss was recorded in 2002. The Company also realized a period-to-period decrease of $2,757,000 in depreciation and amortization and other selling, general & administrative expenses, the benefit of which was partially offset by a reduction in gross profit from operations of $1,546,000.

Loss from Discontinued Operations

During the nine months ended September 30, 2002, the Company recorded a loss of $15,000 from its discontinued digital imaging operations as compared to a loss of $665,000 during the nine months ended September 30, 2001. The loss recognized in the first nine months of 2001 included an impairment loss of approximately $332,000 related to Allin Digital’s inventory of digital imaging equipment and consumable supplies, assets utilized in certain photography concessionaire operations and capitalized hardware, software and equipment. Allin Digital also recorded provisions of approximately $88,000 during the nine months ended September 30, 2001 to increase its allowance for doubtful accounts.

Net Income (Loss)

The Company recognized net income of $147,000 for the nine months ended September 30, 2002 as compared to a net loss of $12,548,000 for the nine months ended September 30, 2001. The most significant factors in the profitability improvement were the inclusion of significant losses due to impairment of assets in the first nine months of 2001 and substantial period-to-period decreases in depreciation and amortization and other selling, general & administrative expenses, as discussed above.

Liquidity and Capital Resources

At September 30, 2002, the Company had cash and liquid cash equivalents of $2,490,000 available to meet its working capital and operational needs. The net change in cash from December 31, 2001 was an increase of $264,000, which resulted primarily from collection of accounts receivable and from operations, partially offset by cash used for reduction of accounts payable and other current liabilities and payment of dividends on preferred stock.

The Company recognized net income for the nine months ended September 30, 2002 of $147,000. The Company recorded non-cash expenses of $434,000 for depreciation of property and equipment and amortization of intangible assets, resulting in net cash provided of $581,000 related to the income statement. Working capital adjustments resulted in net cash used of $18,000. The major working capital adjustment resulting in cash provided was

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a decrease in accounts receivable of $1,340,000. This was offset by working capital adjustments using cash, including decreases in accounts payable, accrued liabilities and billings in excess of costs and estimated gross margins of $1,177,000, $82,000 and $78,000, respectively, and an increase in unbilled receivables of $72,000. The net result of the income statement activity and working capital adjustments was net cash provided of $563,000 related to operating activities.

Investing activities resulted in a net cash use of $33,000 for the nine months ended September 30, 2002 for capital expenditures for new software and the periodic upgrading of the Company’s computer hardware. Financing activities resulted in a net cash use of $266,000 during the nine months ended September 30, 2002 for preferred stock dividends.

The Company does not rely on off-balance sheet financing and does not have non-consolidated special purpose entities.

The Company’s common stock has been quoted on the OTC Bulletin Board since May 9, 2001. The Company’s common stock was previously listed on The Nasdaq Stock Market’s (“Nasdaq”) National Market from the time of the Company’s initial public offering of its common stock in November 1996 until the common stock was delisted from the National Market as of the opening of business on May 9, 2001. The Company was unable to maintain compliance with Nasdaq’s criteria for continued designation of the common stock as a National Market security. At the time of the delisting, the common stock was not eligible for listing on Nasdaq’s SmallCap Market. Should quotation of the common stock on the OTC Bulletin Board cease for any reason, the liquidity of the common stock and the Company’s ability to raise equity capital would likely decrease further.

On October 1, 1998, the Company and S&T Bank, a Pennsylvania banking association, entered into a Loan and Security Agreement (the “S&T Loan Agreement”), under which S&T Bank agreed to extend the Company a revolving credit loan. The S&T Loan Agreement has subsequently been renewed in each of the four succeeding years. The current expiration date of the S&T Loan Agreement is September 30, 2003. The maximum borrowing availability under the S&T Loan Agreement is the lesser of $5,000,000 or 80% of the aggregate gross amount of eligible trade accounts receivable aged sixty days or less from the date of invoice. Accounts receivable qualifying for inclusion in the borrowing base are net of any prepayments, progress payments, deposits or retention and must not be subject to any prior assignment, claim, lien, or security interest. As of September 30, 2002, maximum borrowing availability under the S&T Loan Agreement was approximately $1,315,000. There was no outstanding balance under the S&T Loan Agreement as of September 30, 2002 and there have been no borrowings subsequent to that date. As of November 1, 2002, maximum borrowing availability under the S&T Loan Agreement was approximately $1,111,000.

Borrowings may be made under the S&T Loan Agreement for general working capital purposes. Loans made under the S&T Loan Agreement bear interest at the bank’s prime interest rate plus one percent. The interest rate in effect as of the beginning of 2002, 5.75%, was unchanged during the first nine months of the year. The interest rate remained unchanged until November 7, 2002, when S&T Bank reduced the rate to 5.25%. The interest rate increases or decreases from time to time as S&T Bank’s prime rate changes. Interest payments on any outstanding loan balances are due monthly on the first day of the month. The Company did not record any interest expense related to this revolving credit loan during the nine months ended September 30, 2002. If additional borrowings are made under the revolving credit loan, the principal will be due at maturity, although any outstanding principal balances may be repaid in whole or part at any time without penalty.

The S&T Loan Agreement includes provisions granting S&T Bank a security interest in certain assets of the Company including its accounts receivable, equipment, lease rights for real property, and inventory. The Company and its subsidiaries, except for Allin Consulting-California and Allin Holdings, are required to maintain depository accounts with S&T Bank, in which accounts the bank has a collateral interest.

The S&T Loan Agreement, as amended, includes various covenants relating to matters affecting the Company including insurance coverage, financial accounting practices, audit rights, prohibited transactions, dividends and stock purchases, which are disclosed in their entirety in the text of the S&T Loan Agreement filed as Exhibit 4 to the Company’s Current Report on Form 8-K filed on October 9, 1998, the Second Amendment to Note and Loan and Security Agreement filed as Exhibit 4.1 to the Company’s Report on Form 10-Q for the quarterly period ended September 30, 1999 and the Change in Terms Agreement and Letter Agreement filed as Exhibits 4.1 and 4.2 to the Company’s Report on Form 10-Q for the quarterly period ended June 30, 2002. The covenant concerning dividends and purchases of stock prohibits the Company from declaring or paying cash dividends or redeeming, purchasing or

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otherwise acquiring outstanding shares of any class of the Company’s stock, except for dividends payable in the ordinary course of business on the Company’s Series D, F and G preferred shares. The covenants also include a cash flow to interest ratio of not less than 1.0 to 1.0. Cash flow is defined as operating income before depreciation, amortization and interest. The cash flow coverage ratio is measured for each of the Company’s fiscal quarters. The Company was in compliance with the cash flow covenant for the fiscal quarter ended September 30, 2002. The Company was in compliance with all other covenants as of September 30, 2002 and currently remains in compliance with all other covenants. The S&T Loan Agreement also includes reporting requirements regarding annual and monthly financial reports, accounts receivable and payable statements, weekly borrowing base certificates and audit reports.

As of September 30, 2002, the Company had outstanding 25,000 shares of the Company’s Series C Redeemable Preferred Stock, having a liquidation preference of $100 per share. There is no mandatory redemption date for the Series C preferred stock; however, the Company may redeem shares of Series C preferred stock at any time. There are no sinking fund provisions applicable to the Series C preferred stock Accrued but unpaid dividends on the Series C preferred stock were approximately $1,562,000 as of September 30, 2002 and approximately $1,602,000 as of November 13, 2002. Series C preferred stock earns dividends at the rate of 8% of the liquidation value thereof per annum, compounded quarterly, until June 30, 2006, when the Company will be obligated to pay accrued dividends, subject to legally available funds. Any accrued dividends on the Series C preferred stock not paid by this date will compound thereafter at a rate of 12% of the liquidation value thereof per annum. After June 30, 2006, dividends on the Series C preferred stock will accrue and compound at a rate of 12% per annum and will be payable quarterly, subject to legally available funds. The Company’s current credit agreement with S&T Bank prohibits payment of dividends on Series C preferred stock during the term of the agreement.

As of September 30, 2002, the Company had outstanding 2,750 shares of the Company’s Series D Convertible Redeemable Preferred Stock having a liquidation preference of $1,000 per share. There is no mandatory redemption date for the Series D preferred stock; however, the Company may redeem shares of Series D preferred stock after August 13, 2003. There are no sinking fund provisions applicable to the Series D preferred stock. Series D preferred stock is convertible into the Company’s common stock until August 13, 2003. Each share of Series D preferred stock is convertible into 276 shares of common stock, the number of shares determined by dividing 1,000 by $3.6125, which is 85% of the $4.25 closing price of the common stock on the last trading day prior to the date of closing of the acquisition of Allin Consulting-Pennsylvania. Series D preferred stock earns dividends at the rate of 6% of the liquidation value thereof per annum, compounded quarterly if unpaid. Dividends on Series D preferred stock are payable quarterly in arrears as of the last day of January, April, July and October, subject to legally available funds. Accrued but unpaid dividends on Series D preferred stock were approximately $28,000 as of September 30, 2002 and approximately $6,000 as of November 13, 2002. Holders of the Series D preferred stock who exercise the conversion right will have the right to receive any accrued and unpaid dividends through the date of conversion.

As of September 30, 2002, the Company had outstanding 1,000 shares of the Company’s Series F Convertible Redeemable Preferred Stock having a liquidation preference of $1,000 per share. There is no mandatory redemption date for the Series F preferred stock; however, the Company may redeem shares of Series F preferred stock at any time. There are no sinking fund provisions applicable to the Series F preferred stock. Series F preferred stock is convertible to the Company’s common stock until the earlier of May 31, 2004 or the Company’s redemption of the Series F preferred shares, if any. Each share of Series F preferred stock is convertible into 508 shares of common stock, the number of shares obtained by dividing 1,000 per preferred share by $1.966, 85% of the closing price of the common stock as reported by Nasdaq on the last trading date prior to the first anniversary of the date of issuance of the Series F preferred stock. Series F preferred stock earns dividends at the rate of 7% of the liquidation value thereof per annum. Dividends are payable quarterly in arrears on the 15^th of the first month of the following calendar quarter, subject to legally available funds. Dividends accrued for seven months during 1999 of approximately $41,000 are not required to be paid prior to redemption or conversion, if any. Dividends not paid at scheduled dates will compound quarterly thereafter. Accrued but unpaid dividends on Series F preferred stock were approximately $59,000 as of September 30, 2002 and approximately $49,000 as of November 13, 2002. Holders of the Series F preferred stock who exercise the conversion right will have the right to receive any accrued and unpaid dividends through the date of conversion.

As of September 30, 2002, the Company had outstanding 150 shares of the Company’s Series G Convertible Redeemable Preferred Stock having a liquidation preference of $10,000 per share. There is no mandatory redemption date for the Series G preferred stock; however, the Company may redeem Series G shares after December 29, 2005. The redemption price for each share of Series G preferred stock will be the liquidation value of such share, plus an amount that would result in an aggregate 25% compounded annual return on such liquidation value to the date of redemption after giving effect to all dividends paid on such share through the date of redemption. There are no sinking

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fund provisions applicable to the Series G preferred stock. Each share of Series G preferred stock is convertible into 28,571 shares of common stock at any time prior to redemption by the Company, if any. The conversion price was set on December 29, 2001, the first anniversary of the issuance of the Series G preferred stock, at the minimum permissible price of $0.35 per common share. The minimum price became effective since it exceeded 85% of the average closing price of the common stock for the five trading days prior to December 29, 2001. Holders of the Series G preferred stock who exercise the conversion right will have the right to receive any accrued and unpaid dividends through the date of conversion. Any shares of Series G preferred stock which are not converted to common stock will remain outstanding until converted or until redeemed. Unless redeemed or converted to common stock sooner, Series G preferred earns cumulative quarterly dividends at the rate of 8% of the liquidation value thereof per annum until December 29, 2005. Thereafter, the dividend rate will increase to 12% of the liquidation value until the earlier of the date of any redemption or the date of conversion into common stock. Dividends are payable quarterly in arrears on the first day of each calendar quarter, subject to legally available funds. Accrued but unpaid dividends on the Series G preferred stock were approximately $30,000 as of September 30, 2002 and approximately $14,000 as of November 13, 2002.

The order of liquidation preference of the Company’s outstanding preferred stock, from senior to junior, is Series F, Series G, Series D and Series C. The S&T Loan Agreement prohibits the Company from declaring or paying dividends on any shares of its capital stock, except for current dividends payable in the ordinary course of business on the Company’s Series D, F and G preferred stock. Each of the Certificates of Designation governing the Series C, D, F and G preferred stock prohibits the Company from declaring or paying dividends or any other distribution on the common stock or any other class of stock ranking junior as to dividends and upon liquidation unless all dividends on the senior series of preferred stock for the dividend payment date immediately prior to or concurrent with the dividend or distribution as to the junior securities are paid or are declared and funds are set aside for payment. In the event that the number of shares of outstanding common stock is changed by any stock dividend, stock split or combination of shares at any time shares of Series D, F or G preferred stock are outstanding, the number of shares of common stock that may be acquired upon conversion will be proportionately adjusted.

In connection with the Company’s December 29, 2000 sale of Series G Convertible Redeemable Preferred Stock, the purchasers of Series G preferred stock also received warrants to purchase an aggregate of 857,138 shares of common stock which have an exercise price of $1.75 per share. The exercise price may be paid in cash or by delivery of a like value, including accrued but unpaid dividends, of Series C Redeemable Preferred Stock or Series D Convertible Redeemable Preferred Stock.

In connection with the Company’s original sale of Series B Redeemable Preferred Stock in August 1998, which was subsequently exchanged for Series D Convertible Redeemable Preferred Stock, the purchasers of Series B preferred stock also received warrants to purchase an aggregate of 647,059 shares of common stock which have an exercise price of $4.25 per share, the price of the common stock as of the last trading day prior to the closing for the acquisition of Allin Consulting-Pennsylvania. The exercise price may be paid in cash or by delivery of a like value, including accrued but unpaid dividends, of Series C Redeemable Preferred Stock.

The Company has an outstanding amended note payable related to the November 1996 acquisition of Allin Consulting-California. After the May 1999 conversion of a portion of the note principal to the Company’s Series F Convertible Redeemable Preferred Stock, the outstanding principal balance of the note is $1,000,000. The principal balance of the note is due April 15, 2005. The note provides for interest at the rate of 7% per annum. Interest is payable quarterly in arrears on the 15^th of the first month of the following calendar quarter. Any unpaid interest is compounded quarterly. Accrued interest of approximately $58,000 applicable to the period June 1, 1999 to December 31, 1999 is not due prior to the maturity of the loan principal. Accrued but unpaid interest was approximately $76,000 as of September 30, 2002 and approximately $66,000 as of November 13, 2002.

Capital expenditures during the nine months ended September 30, 2002 were approximately $33,000 and included new software and computer hardware for the Company’s periodic upgrading of technology. Management forecasts that capital expenditures will not exceed $50,000 for 2002 or $200,000 for 2003, and will be primarily for computer hardware, software and communications equipment for the Company’s periodic upgrading of technology. Business conditions and management’s plans may change during the remainder of 2002 and during 2003, so there can be no assurance that the Company’s actual amount of capital expenditures will not exceed the planned amount.

The Company believes that available funds and cash flows expected to be generated by current operations will be sufficient to meet its anticipated cash needs for working capital and capital expenditures for its existing operations for at least the next twelve months. As discussed above, the S&T Loan Agreement expires September 30, 2003. If

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currently available funds and cash generated by operations were insufficient to satisfy the Company’s ongoing cash requirements or if the Company was unable to renew or replace the current credit facility after its expiration in September 2003, the Company would be required to consider other financing alternatives, such as selling additional equity or debt securities, obtaining long or short-term credit facilities, or selling other operating assets, although no assurance can be given that the Company could obtain such financing on terms favorable to the Company or at all. Any sale of additional common or convertible equity securities or convertible debt securities would result in additional dilution to the Company’s stockholders.

Risk Factors

Certain matters in this quarterly Report on Form 10-Q, including, without limitation, certain matters discussed in this Management’s Discussion and Analysis of Financial Condition and Results of Operations and other sections of this report constitute “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, and are subject to the safe harbors created thereby. Forward-looking statements are typically identified by the words “believes,” “expects,” “anticipates,” “intends,” “estimates,” “will” and similar expressions. In addition, any statements that refer to expectations or other characterizations of future events or circumstances are forward-looking statements. These statements are based on a number of assumptions that could ultimately prove inaccurate, and, therefore there can be no assurance that they will prove to be accurate. Readers are cautioned that any such forward-looking statements are not guarantees of performance and that matters referred to in such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Among the factors that could affect performance are those risks and uncertainties discussed below, which are representative of factors which could affect the outcome of the forward-looking statements as well as the Company’s overall future performance. In addition, such statements and the Company’s overall future performance could be affected by general industry and market conditions and growth rates, general domestic and international economic conditions and future incidents of terrorism or other events that may negatively impact the markets where the Company competes. The Company undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

General Economic Conditions.    Management attributes the declines in Technology Infrastructure and E-Business revenue experienced by the Company over 2001 and to date in 2002 to a softening of the demand for technology consulting services due to the downturn in the domestic economy beginning in late 2000. In addition to the cost of the consulting services, Technology Infrastructure solutions will frequently recommend or require significant upgrades in customers’ hardware, software and networking equipment, which has compounded the negative impact of the economic downturn on this solution area. A number of customers or potential customers have postponed projects or delayed consideration of new technology initiatives pending improvement to the domestic economic outlook or their financial results. Management believes the economic uncertainty will likely negatively impact the Technology Infrastructure and E-Business Solution Areas for at least the remainder of 2002 and the first half of 2003. There can be no assurance that the effects of the economic uncertainty will not worsen or extend beyond June 30, 2003, which would negatively impact the Company’s results of operations and financial condition in future periods. To the extent that the current economic downturn is prolonged and negatively impacts the cruise industry or any other businesses that are current or potential Interactive Media customers, the Company’s future results of operations may also be negatively impacted.

World Events.    Interactive Media consulting and systems integration services accounted for approximately 56% and 55% of the Company’s revenue for the year ended December 31, 2001 and the nine months ended September 30, 2002, respectively, and 51% and 54%, of the Company’s gross profit for these respective periods. Interactive Media projects also represent a substantial majority of the Company’s committed backlog for the remainder of 2002, 2003 and 2004. Interactive Media services are provided predominantly to customers in the cruise industry. Following the terrorist attacks which occurred in the United States in September 2001, the cruise industry experienced declines in passenger occupancy and revenue. To date in 2002, passenger occupancy and revenue have substantially recovered from these declines. However, should any future world events such as war or terrorism cause further negative economic impact to the cruise industry, customers may seek to delay or cancel projects. Any such delays or cancellations could have a negative impact on the Company’s future results of operations. Any events which negatively impact the cruise industry may also negatively impact the Interactive Media Solution Area’s ability to obtain additional future business. To the extent that any future incidents of war or terrorism or other events negatively impact the economy in general or any businesses that are current or potential Technology Infrastructure, E-Business or Outsourced Services customers, the Company’s future results of operations may also be negatively impacted.

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Supplier Agreement.    The Company utilizes end-user component and computer hardware platforms and configurations developed by On Command for its interactive television systems integration projects. The Company has developed software interfaces and modifications for the On Command components and hardware platforms. The Company believes its application development expertise and the On Command hardware platform offer cost-effective, flexible solutions with a broad range of functionality. There can also be no assurance, however, that competitors will not develop systems and products with superior functionality or cost advantages over the Company’s products and applications. The Company has a Supplier Agreement with On Command that grants it exclusivity in purchasing hardware and end-user components for interactive television systems for the cruise line market. The Supplier Agreement will expire on December 31, 2003. The Company and On Command are currently negotiating the terms of a new agreement to replace the existing agreement. The Company expects a new agreement to be completed prior to the expiration of the current agreement. However, there can be no assurance that a new agreement will be entered prior to the expiration of the current agreement, or that any new agreement will be on terms as favorable to the Company as the current agreement. Failure to complete a new agreement could necessitate the usage of different hardware components and configurations for interactive television systems integration projects. The Company’s Interactive Media operations could be negatively impacted if difficulty were to be experienced in obtaining alternate components, or if any such components were more costly or did not have similar functionality as the On Command equipment currently utilized.

Fluctuations in Operating Results.    The Company expects to experience significant fluctuations in its future quarterly operating results that may be caused by many factors, including the scheduling, or the addition or conclusion, of significant consulting or systems integration engagements. Accordingly, quarterly revenue and operating results will be difficult to forecast, and the Company believes that period-to-period comparisons of its operating results will not necessarily be meaningful and should not be relied upon as an indication of future performance.

Historical Net Losses and Accumulated Deficit.    The Company sustained substantial net losses during the years from 1996 through 2000, the first half of 2001 and the first quarter of 2002. As of September 30, 2002, the Company had a retained deficit of $45,180,000. Although net income was recognized for the third and fourth quarters of 2001 and the second and third quarters of 2002, the Company anticipates that net losses may be incurred in future periods. There can be no assurance that the Company will be able to achieve revenue growth or improvements to profitability on an ongoing basis in the future.

Liquidity Risk.    The Company’s cash resources and cash flow generated from operations have been adequate to meet its needs to date, but there can be no assurance that a prolonged downturn in operations or business setbacks to the Company’s operating entities will not result in working capital shortages which may adversely impact the Company’s operations. The liquidity risk is mitigated somewhat by the Company’s current revolving credit facility, which permits borrowings for general working capital needs. The Company’s revolving credit facility expires September 30, 2003. Failure of the Company to renew its existing credit facility beyond September 30, 2003 or replace it with another facility with similar terms may adversely impact the Company’s operations in the future.

Stock Market Requirements.    The Company’s common stock was delisted from Nasdaq’s National Market as of the opening of business on May 9, 2001. At the time of the delisting, the common stock was not eligible for listing on Nasdaq’s SmallCap Market. Losing the designation of the common stock as a Nasdaq listed security reduced the liquidity of the common stock and could limit the Company’s ability to raise equity capital. Quotation of the common stock on the OTC Bulletin Board commenced on May 9, 2001. Should quotation of the common stock on the OTC Bulletin Board cease for any reason, the liquidity of the common stock and the Company’s ability to raise equity capital would likely decrease further.

Public Market and Trading Issues.    Following the Company’s initial public offering in November 1996, a public market for the Company’s common stock did develop. However, trading of the common stock has been sporadic and the trading volume has generally been low. Since the delisting of the Company’s common stock from Nasdaq’s National Market, trading volume has been further reduced. Even a small trading volume on a particular day or over a few days may affect the market price of the common stock. The market price of the common stock could also be subject to fluctuations in response to variations in results of operations, changes in earnings estimates by securities analysts, announcements by competitors, general economic and market conditions and other factors. These market fluctuations may adversely affect the market price of the common stock.

Competitive Market Conditions.    The technology consulting industry remains fragmented with a large number of smaller-sized participants despite a recent trend toward consolidation in the industry. There are also large national or multinational firms competing in this market. Rapid rates of change in the development and usage of computer

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hardware, software, Internet applications and networking capabilities will require continuing education and training of the Company’s technical consultants and a sustained effort to monitor developments in the technology industry to maintain services that provide value to the Company’s customers. The Company’s competitors may have resources to develop training and industry monitoring programs that are superior to the Company’s. There can also be no assurance that the Company will be able to compete effectively with current or future competitors or that the competitive pressures faced by the Company will not have a material adverse effect on the Company’s business, financial condition and results of operations. The market for interactive media consulting and systems integration services is new and rapidly evolving. The types of interactive television systems and applications offered by the Company are significant capital expenditures for potential customers and do not have proven markets. Some of the Company’s current and potential competitors may have longer operating histories and significantly greater financial, technical, marketing and other resources than the Company and, therefore, may be able to respond more quickly to new or changing opportunities, technologies and customer requirements.

Dependence on Key Personnel.    The Company’s success is dependent on a number of key management, technical and operational personnel for the management of consulting and systems integration operations, development of new markets and timely installation of systems. The loss of one or more of these individuals could have an adverse effect on the Company’s business and results of operations. The Company depends on its continued ability to attract and retain highly skilled and qualified personnel. There can be no assurance that the Company will be successful in attracting and retaining such personnel.

Decline in Outsourced Services Related to Legacy Technologies.    The Company has experienced a substantial decline in demand for Outsourced Services resources for projects related to mainframe systems and specialized Hogan IBA software products for the banking industry. The Company completed its final Hogan IBA-based project in July 2001 and does not anticipate further provision of services related to this legacy technology. In order to preserve its customer relationships that had primarily utilized customer-managed resources, in 2002 the Company transitioned its remaining Outsourced Services consultants to a broader array of technology, including services and applications development based on Microsoft, Oracle and Informix technology. Revenue and gross profit derived from Outsourced Services declined during 1999, 2000 and 2001. The decline is attributable to both industry trends and the Company’s marketing focus on solutions-oriented services over that period. Management believes the transitioning of Outsourced Services resources to a broader array of technology has slowed the rate of decline in revenue and gross profit. However, other factors such as the prolonged economic downturn continue to negatively impact demand for all types of technology-based services, including the Company’s Outsourced Services. Management expects Outsourced Services revenue and gross profit to be realized over the full year 2002 will represent a decline from that realized in 2001 and that revenue and gross profit from Outsourced Services will continue to decline in 2003.

Proprietary Technology; Absence of Patents.    The Company does not have patents on any of its system configurations, designs or applications and relies on a combination of copyright and trade secret laws and contractual restrictions for protection. It is the Company’s policy to require employees, consultants and clients to execute nondisclosure agreements upon commencement of a relationship with the Company, and to limit access to and distribution of the Company’s or customers’ software, documentation and other proprietary information. Nonetheless, it may be possible for third parties to misappropriate the Company’s system configurations, designs or applications and proprietary information or to independently develop similar or superior technology. There can be no assurance that the legal protections afforded to the Company and the measures taken by the Company will be adequate to protect its system configurations, designs or applications. Any misappropriation of the Company’s system configurations, designs or applications or proprietary information could have a material adverse effect on the Company’s business, financial condition and results of operations. There can be no assurance that other parties will not assert technology infringement claims against the Company, or that, if asserted, such claims will not prevail. In such event, the Company may be required to engage in protracted and costly litigation, regardless of the merits of such claims; discontinue the use of certain software codes or processes; develop non-infringing technology; or enter into license arrangements with respect to the disputed intellectual property. There can be no assurance that the Company would be able to develop alternative technology or that any necessary licenses would be available or that, if available, such licenses could be obtained on commercially reasonable terms. Responding to and defending against any of these claims could have a material adverse effect on the Company’s business, financial condition and results of operations.

Risk of Technological Obsolescence.    The ability of the Company to maintain a standard of technological competitiveness is a significant factor in the Company’s strategy to maintain and expand its customer base, enter new markets and generate revenue. The Company’s success will depend in part upon its ability and the ability of key suppliers to develop, refine and introduce high quality improvements in the functionality and features of their system

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configurations, designs and applications in a timely manner and on competitive terms. There can be no assurance that future technological advances by direct competitors or other providers will not result in improved technology systems and applications that could adversely affect the Company’s business, financial condition and results of operations.

Government Regulation and Legal Uncertainties.    The Company is subject, both directly and indirectly, to various laws and governmental regulations relating to its business. As a result of rapid technology growth and other related factors, laws and regulations may be adopted which significantly impact the Company’s business.

Effect of Recently Issued Accounting Standards

In July 2001, the Financial Accounting Standards Board issued Statements of Financial Accounting Standards No. 141, Business Combinations (“SFAS No. 141”), and No. 142, Goodwill and Other Intangible Assets (“SFAS No. 142”). SFAS No. 141 requires all business combinations initiated after June 30, 2001 to be accounted for using the purchase method. Under SFAS No. 142, goodwill and intangible assets with indefinite lives are no longer amortized but are reviewed annually, or more frequently if impairment indicators arise, for impairment. Separable intangible assets that are not deemed to have indefinite lives will continue to be amortized over their useful lives, but with no maximum life. The amortization provisions of SFAS No. 142 were required to be implemented for any goodwill and intangible assets acquired after June 30, 2001 immediately upon acquisition. With respect to goodwill and intangible assets acquired prior to July 1, 2001, adoption of the new standards was required as of the beginning of fiscal years starting after December 15, 2001. The Company implemented SFAS Nos. 141 and 142 effective as of January 1, 2002. The Company completed required transition testing as of that date and determined that the Company’s recognized values for customer list and goodwill were not impaired. The Company also elected to complete the annual testing requirement for 2002 as of the beginning of the fiscal year. Information utilized for transition testing was also utilized for the 2002 annual test with the same conclusion that the recognized values for customer list and goodwill were not impaired. Amortization expense of approximately $651,000 had been recognized in the first nine months of 2001 related to goodwill and assembled workforces recorded in connection with the acquisitions of Allin Consulting-California, MEGAbase, Inc. and Allin Consulting-Pennsylvania. An impairment loss recorded in June 2001 reduced recorded balances for goodwill, reducing amortization expense thereafter. Amortization expense related to goodwill and assembled workforces of approximately $340,000 would have been recorded in 2002 had the former accounting standards remained in place. Under the new standards, amortization expense related to these assets is no longer recorded effective January 1, 2002.

In August 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets (“SFAS No. 144”). SFAS No. 144 addresses financial accounting and reporting for the impairment or disposal of long-lived assets. This statement supersedes Statement of Financial Accounting Standards No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of, Accounting Principles Board Opinion No. 30, Reporting the Results of Operations – Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions, and Committee on Accounting Procedure Accounting Research Bulletin No. 51, Consolidated Financial Statements. SFAS No. 144 is effective for fiscal years beginning after December 15, 2001 and interim periods within those fiscal years. The Company adopted SFAS No. 144 effective January 1, 2002. The Company does not believe SFAS No. 144 will have a significant effect on its results of operations and financial position.

In December 2001, the Accounting Standards Executive Committee of the American Institute of Certified Public Accountants (“AICPA”) issued Statement of Position 01-6, Accounting by Certain Entities (Including Entities With Trade Receivables) That Lend to or Finance the Activities of Others (“SOP 01-6”). SOP 01-6 eliminates differences in accounting established by certain industry-specific Audit and Accounting Guides previously issued by the AICPA that had primarily related to financial institutions. However, the standards related to trade receivables included in SOP 06-1 are applicable to the Company. SOP 01-6 is effective for fiscal years beginning after December 15, 2001 The Company adopted SOP 01-6 effective January 1, 2002. The Company does not believe SOP 01-6 will have a significant effect on its results of operations and financial position as the standards related to trade receivables primarily specify disclosure requirements.

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Item 3.    Quantitative and Qualitative Disclosure about Market Risk Sensitive Instruments

The Company currently does not invest excess funds in derivative financial instruments or other market rate sensitive instruments for the purpose of managing its foreign currency exchange rate risk or for any other purpose.

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Item 4. Controls and Procedures

Within the ninety days prior to the filing of this Report on Form 10-Q, an evaluation was performed under the supervision of and with the participation of the Company’s management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the Company’s disclosure controls and procedures. Based on the evaluation, the CEO and CFO have concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. Subsequent to the date of their evaluation, there were no significant changes in the Company’s internal controls or in other factors that could significantly affect these controls, including any corrective actions with regard to significant deficiencies and material weaknesses.

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Part II

Item 3.    Defaults Upon Senior Securities

To date, the Company has paid all dividends required and legally permissible under the terms of each of the Certificates of Designation governing the Company’s Series C, D, F and G preferred stock. Significant arrearages of dividends have accrued on certain of these series, as discussed in the following paragraphs, because dividends accrued to date or for certain periods of time are not required to be paid until a future date or until redemption of the preferred stock, if any. Each of the Certificates of Designation prohibits the Company from declaring or paying dividends or any other distribution on the common stock or any other class of stock ranking junior as to dividends and upon liquidation unless all dividends on the senior series of preferred stock for the dividend payment date immediately prior to or concurrent with the dividend or distribution as to the junior securities are paid or are declared and funds are set aside for payment. The order of liquidation preference of the Company’s outstanding preferred stock, from senior to junior, is Series F, Series G, Series D and Series C. The S&T Loan Agreement prohibits the Company from declaring or paying dividends on any shares of its capital stock, except for current dividends payable in the ordinary course of business on the Company’s Series D, F and G preferred stock.

As of September 30, 2002, the Company had outstanding 25,000 shares of the Company’s Series C Redeemable Preferred Stock, having a liquidation preference of $100 per share. Accrued but unpaid dividends on the Series C preferred stock were approximately $1,562,000 as of September 30, 2002 and approximately $1,602,000 as of November 13, 2002. Series C preferred stock earns dividends at the rate of 8% of the liquidation value thereof per annum, compounded quarterly, until June 30, 2006, when the Company will be obligated to pay accrued dividends, subject to legally available funds. Any accrued dividends on the Series C preferred stock not paid by this date will compound thereafter at a rate of 12% of the liquidation value thereof per annum. After June 30, 2006, dividends on the Series C preferred stock will accrue and compound at a rate of 12% per annum and will be payable quarterly, subject to legally available funds. The Company’s current credit agreement with S&T Bank prohibits payment of dividends on Series C preferred stock during the term of the agreement. There is no mandatory redemption date for the Series C preferred stock; however, the Company may redeem shares of Series C preferred stock at any time.

As of September 30, 2002, the Company had outstanding 2,750 shares of the Company’s Series D Convertible Redeemable Preferred Stock having a liquidation preference of $1,000 per share. Series D preferred stock earns dividends at the rate of 6% of the liquidation value thereof per annum, compounded quarterly if unpaid. Dividends on Series D preferred stock are payable quarterly in arrears as of the last day of January, April, July and October, subject to legally available funds. To date, all required payments of dividends on Series D preferred stock have been made. Accrued but unpaid dividends on Series D preferred stock were approximately $28,000 as of September 30, 2002 and approximately $6,000 as of November 13, 2002. There is no mandatory redemption date for the Series D preferred stock; however, the Company may redeem shares of Series D preferred stock after August 13, 2003.

As of September 30, 2002, the Company had outstanding 1,000 shares of the Company’s Series F Convertible Redeemable Preferred Stock having a liquidation preference of $1,000 per share. Series F preferred stock earns dividends at the rate of 7% of the liquidation value thereof per annum. Dividends are payable quarterly in arrears on the 15^th of the first month of the following calendar quarter, subject to legally available funds. Dividends accrued for seven months during 1999 of approximately $41,000 are not required to be paid prior to redemption or conversion, if any. Dividends not paid at scheduled dates will compound quarterly thereafter. To date, all required payments of dividends on Series F preferred stock have been made. Accrued but unpaid dividends on Series F preferred stock were approximately $59,000 as of September 30, 2002 and approximately $49,000 as of November 13, 2002. There is no mandatory redemption date for the Series F preferred stock; however, the Company may redeem shares of Series F preferred stock at any time.

As of September 30, 2002, the Company had outstanding 150 shares of the Company’s Series G Convertible Redeemable Preferred Stock having a liquidation preference of $10,000 per share. Unless redeemed or converted to common stock sooner, Series G preferred stock earns cumulative quarterly dividends at the rate of 8% of the liquidation value thereof per annum until December 29, 2005. Thereafter, the dividend rate will increase to 12% of the liquidation value until the earlier of the date of any redemption or the date of conversion into common stock. Dividends are payable quarterly in arrears on the first day of each calendar quarter, subject to legally available funds. To date, all required payments of dividends on Series G preferred stock have been made. Accrued but unpaid dividends on the Series G preferred stock were approximately $30,000 as of September 30, 2002 and approximately $14,000 as of November 13, 2002. There is no mandatory redemption date for the Series G preferred stock; however, the Company may redeem Series G shares after December 29, 2005.

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Item 6.    Exhibits and Reports on Form 8-K.

(a)  Exhibits.

Exhibit Number	Description of Exhibit
4.1	Change in Terms Agreement dated as of July 19, 2002 by and between Allin Corporation and S&T Bank, a Pennsylvania banking association (incorporated by reference to Exhibit 4.1 to Allin Corporation’s Report on Form 10-Q for the quarterly period ended June 30, 2002)
4.2	Letter Agreement dated as of July 24, 2002 by and between Allin Corporation and S&T Bank, a Pennsylvania banking association (incorporated by reference to Exhibit 4.2 to Allin Corporation’s Report on Form 10-Q for the quarterly period ended June 30, 2002)
10.1	Third Amendment to Interactive Television System Agreement dated February 21, 2001 by and between Allin Interactive Corporation and Carnival Cruise Lines (subject to request for confidential treatment)
10.2	Interactive Television System Agreement dated October 21, 2002 by and between Allin Interactive Corporation and Costa Crociere S.p.A. (subject to request for confidential treatment)
11	Computation of Earnings per Share
99	Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(b)  Reports on Form 8-K.

No report on Form 8-K was filed by the Company during the quarter ended September 30, 2002.

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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	ALLIN CORPORATION
	(Registrant)
Date: November 13, 2002	By:	/S/    RICHARD W. TALARICO
		Richard W. Talarico
		Chairman and Chief Executive Officer
Date: November 13, 2002	By:	/S/    DEAN C. PRASKACH
		Dean C. Praskach
		Chief Financial Officer and Chief Accounting Officer

Certifications

I, Richard W. Talarico, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Allin Corporation;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

(a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

(b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

(c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

(a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

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(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6. The registrant’s other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date:  November 13, 2002

/S/    RICHARD W. TALARICO

Richard W. Talarico

Chief Executive Officer

I, Dean C. Praskach, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Allin Corporation;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

(d) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

(e) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

(f) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

(c) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

(d) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6. The registrant’s other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date:  November 13, 2002

/S/     DEAN C. PRASKACH

Dean C. Praskach

Chief Financial Officer

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Allin Corporation

Form 10-Q

September 30, 2002

Exhibit Index

Exhibit Number	Description of Exhibit
4.1	Change in Terms Agreement dated as of July 19, 2002 by and between Allin Corporation and S&T Bank, a Pennsylvania banking association (incorporated by reference to Exhibit 4.1 to Allin Corporation’s Report on Form 10-Q for the quarterly period ended June 30, 2002)
4.2	Letter Agreement dated as of July 24, 2002 by and between Allin Corporation and S&T Bank, a Pennsylvania banking association (incorporated by reference to Exhibit 4.2 to Allin Corporation’s Report on Form 10-Q for the quarterly period ended June 30, 2002)
10.1	Third Amendment to Interactive Television System Agreement dated February 21, 2001 by and between Allin Interactive Corporation and Carnival Cruise Lines (subject to request for confidential treatment)
10.2	Interactive Television System Agreement dated October 21, 2002 by and between Allin Interactive Corporation and Costa Crociere S.p.A. (subject to request for confidential treatment)
11	Computation of Earnings per Share
99	Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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EX-10.1

Exhibit 10.1

THE MARKED PORTIONS OF THIS AMENDMENT HAVE BEEN OMITTED

AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO

A REQUEST FOR CONFIDENTIAL TREATMENT

October 18, 2002

VIA ELECTRONIC MAIL/FIRST CLASS MAIL

Mr. Myles Cyr

Carnival Corporation

3655 NW 87^th Avenue

Miami, Fl 33178

Re:    Third Amendment to Interactive Television System Agreement dated February 20, 2001, by and between Allin Interactive Corporation and Carnival Cruise Lines (hereinafter “Third Amendment”)

Dear Myles:

This letter is to amend the Interactive Television System Agreement (“the Agreement”) dated February 20, 2001, by and between Allin Interactive corporation (“Allin”) and Carnival Cruise Lines (“CCL”). Capitalized terms shall have the meaning as set forth in Section 1 of that Agreement.

Whereas, Schedule 1.9 of the Agreement set forth an Installation Schedule for the Agreement; and

Whereas, Schedule 1.11 of the Agreement sets forth Purchase Prices and Payment Schedules under the Agreement, and

Whereas, the parties desire to amend Schedules 1.9 and 1.11;

Now, therefore, Schedule 1.9 – Installation of Schedule is amended as follows:

Add the Carnival Glory. Date Installed of 4/01/2003 and Date Operational of 5/31/2003. Newbuild.

Now, therefore, the Schedule 1.11 of the Agreement is amended as follows:

A.    Add Carnival Glory. Class—Glory. Cabins—1,487. Price—$[REDACTED – CONFIDENTIAL TREATMENT REQUESTED].

The Payment Schedule shall remain in accordance with the terms of Schedule 1.11 of the Agreement.

In witness whereof, this Amendment has been duly executed by the parties hereto as of the date first above written.

ALLIN INTERACTIVE CORPORATION

By:	/s/    RICHARD W. TALARICO
Its:	Chairman and CEO

CARNIVAL CRUISE LINES, a division of Carnival Corporation

By:	/s/    MYLES CYR
Its:	Vice President and CAO 10/25/02

EX-10.2

Exhibit 10.2

THE MARKED PORTIONS OF THIS AMENDMENT HAVE BEEN OMITTED

AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO

A REQUEST FOR CONFIDENTIAL TREATMENT

Interactive Television System Agreement

This Interactive Television System Agreement (this “Agreement”) is made as of the 21st day of October, 2002 (the “Effective Date”) by and between Allin Interactive Corporation (“Allin”), a Pennsylvania corporation with its principal business address located at 400 Greentree Commons, 381 Mansfield Avenue, Pittsburgh, PA 15220 and Costa Crociere S.p.A. (“Costa”), an Italian corporation with its principal business address located at Via XII, Ottobre 2, 16121, Genoa, Italy.

Recitals

WHEREAS, Allin is in the business of, among other things, designing, developing, licensing and supporting computer software products and providing custom software development, system planning and migration, training and other consulting services; and

WHEREAS, Carnival Corporation (“CC”) has engaged Allin to design, develop and install an interactive television system on certain cruise vessels that are owned and operated by CC, its subsidiaries or affiliates, which includes, without limitation, Costa. The design, development and installation of the System (as defined below) shall be collectively referred to as the “Project”; and

WHEREAS, Allin and Costa desire to enter into this Agreement to set forth the terms and conditions which will govern the relationship between the parties in connection with the delivery, installation and maintenance of the System.

NOW, THEREFORE, intending to be legally bound and in consideration of the mutual premises and obligations set forth herein, Allin and Costa agree as follows:

1. Definitions.

In addition to the initially capitalized terms elsewhere defined in this Agreement, the following initially capitalized terms shall have the meanings as set forth in this Section 1:

1.1 Acceptance means acceptance of the System pursuant to Section 4.2, 4.3(1), 4.3(2) or 4.3(3).

1.2    Acceptance Criteria means the criteria mutually agreed upon by the parties pursuant to which performance of the System will be measured.

1.3    Acceptance Date means the date upon which acceptance of the System occurs in accordance with Section 4.2 herein.

1.4    Agreement means this Agreement and the exhibits hereto, as amended from time to time by mutual written agreement of the parties.

1.5    Application Software means the computer application software that Allin will develop for CC pursuant to the Software Development Agreement (as defined below). The terms “Application” and “Application Documentation” shall have the same meanings herein as such terms are defined in the Software Development Agreement.

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1.6    Costa Environment means and includes the hardware, software and communications components, systems and other requirements required for installation of the System on Costa’s cruise vessels as set forth and described on Schedule 1.6, as the same may from time to time hereafter be amended by the mutual agreement of Costa and Allin.

1.7    Custom Programming means specific or customized programming, interfaces and file conversions for the Application portion of the System that Allin provides for Costa at the request of Costa, pursuant to Section 6 herein. The Custom Programming that Costa currently envisions to be necessary is set forth and described on Schedule 1.7. Allin shall provide the Custom Programming described on Schedule 1.7 as Allin’s responsibility at no additional charge to Costa. Any Custom Programming requested by Costa and not identified in Schedule 1.7 as Allin’s responsibility will be handled pursuant to Section 6 herein. In addition to the object code and source code provided with any Custom Programming, such Custom Programming will include all specification documents, manuals, user guides, schematics, drawings, listings and standards relating thereto.

1.8    Deliverables means any and all items to be delivered by Allin to Costa under this Agreement, which includes, without limitation, the System, the Equipment, and all documents related thereto, manuals (including training manuals, tools and documentation), user guides, schematics, drawings, listings and standards relating to the System, or Allin’s delivery and/or installation thereof, that are provided to Costa by Allin or such other items that the parties agree Allin will deliver to Costa under this Agreement.

1.9    Equipment means collectively the hardware and equipment purchased by Costa from Allin in connection with the System pursuant to Section 7 herein.

1.10    Installation Schedule means Schedule 1.10 to this Agreement that sets forth the time line for the delivery and installation of the System and its components on the cruise vessels of Costa that are listed on the Installation Schedule. The Installation Schedule of this Agreement shall be consistent with the Installation Schedule contained in the Master Agreement as the latter relates to Costa vessels.

1.11    Master Agreement means the agreement between CC and Allin that sets forth the general agreement between CC and Allin for the delivery and installation of the System.

1.12    Payment Schedule means Schedule 1.12 to this Agreement that sets forth the System Price and the payment terms relating thereto. The Payment Schedule of this Agreement shall be consistent with the Payment Schedule contained in the Master Agreement as the latter relates to Costa vessels. To the extent that the parties hereto agree upon any Custom Programming the Payment Schedule shall be amended accordingly.

1.13    Software Development Agreement means the Software Development Agreement executed by Allin and CC pursuant to which CC is purchasing the Application Software from Allin.

1.14    Support Services means the support and maintenance services for the System that Allin will provide to Costa pursuant to Section 9.2 herein.

1.15    System has the meaning set forth on Exhibit A.

1.16    System Price means the price that Costa will pay for the delivery and installation of the System as set forth in the Payment Schedule for the cruise vessels listed on the Installation Schedule.

1.17    System Deficiency means any deficiency that (a) causes an abnormal termination of processing by the System or that results or is likely to result in data corruption or any other erroneous processing of a nature that has or that reasonably may be expected to have a material adverse effect on Costa’s normal business activities or business reputation (b) is attributable to a defect or deficiency in the Application Software, Custom Programming or other Deliverable, or (c) otherwise causes the System not to properly operate in conjunction with the Application Software, Custom Programming or other Deliverable.

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2.     Software Development Agreement.  CC is purchasing the Application Software from Allin pursuant to the Software Development Agreement, under which Allin will design and develop the Application Software for the benefit of CC. The obligations of the parties under this Agreement are contingent upon acceptance of the Application by CC. Once the Application has been accepted by CC in accordance with the Software Development Agreement, the Application will be included as part of the System subject to this Agreement. Costa must obtain a license from CC to use the Application within the System pursuant to a separate license agreement.

3. Installation Schedule and Change Request Process.

3.1    Installation Schedule.   The System and its components will be delivered and installed on the specific vessels of Costa pursuant to the Installation Schedule and as further described in Section 4 below. The Installation Schedule is subject to modification based upon Custom Programming which may be requested by Costa pursuant to the change request process described in Section 3.2 below and further subject to Costa’s obligation to ensure that Costa’s environment complies with the requirements set in Schedule 1.6.

3.2    Change Requests.  For any change Costa wishes to make to the Installation Schedule or for any desired Custom Programming, Costa shall notify Allin of the requested change specifying the change with sufficient details to enable Allin to evaluate it (“Change Request”). Change Requests shall be in writing either using the form attached hereto as Schedule 3.2 or otherwise providing substantially the same information. All Costa Change Requests shall be initiated by Giovanni Onorato or his designee and any responses thereto by Allin shall be directed to Mr. Onorato.

Any Change Requests that take less than [REDACTED – CONFIDENTIAL TREATMENT REQUESTED] hours for Allin to evaluate will be assessed at no cost to Costa. If a Change Request will take longer than [REDACTED – CONFIDENTIAL TREATMENT REQUESTED] hours for Allin to evaluate, Allin will submit to Costa for its prior written approval the costs associated with such evaluation. Allin will thereafter only proceed if Costa has approved such evaluation costs.

Allin shall accept any Change Requests unless Allin can show that the Change Request would be materially detrimental to the performance of the Application, materially contrary to the Solution Vision or have a material adverse effect on the Project Plan, or the Installation Schedule (as those terms not defined herein are defined in the Master Agreement). Notwithstanding the foregoing Allin shall have no obligation to proceed with any Change Request until the parties have mutually agreed upon (i) the cost and payment terms associated with such Change Request as well as, (ii) the impact that such Change Request has on the Project Plan, Application and/or Installation Schedule, except that Allin agrees that any cost proposals in connection with a Change Request will be reasonable and negotiated in good faith, and will be determined in a manner consistent with the System pricing. The provisions of this Agreement shall be deemed amended to incorporate any mutually agreed Change Requests.

4. System Installation, Testing and Acceptance.

4.1    Installation.  In accordance with the dates set forth in the then current Installation Schedule, Allin shall (i) deliver and install the System in the Costa Environment, and (ii) deliver all Deliverables. In each case, Allin shall certify the completion thereof, in writing, to Costa. Subject to CC’s ownership rights in the Application Software, title to the System shall pass to Costa upon Costa’s payment of the applicable sum owed for installation on the applicable vessel as set forth in the Payment Schedule.

4.2    Acceptance Testing.  Costa shall have [REDACTED – CONFIDENTIAL TREATMENT REQUESTED] business days following the delivery and installation of the System (the “Acceptance Period”) to test the System to ensure that it does not contain any System Deficiencies. The Delivery of the Costa Atlantica shall occur after the Costa Mediterannea per Schedule 1.10. The Acceptance of, and the Acceptance Date for, the System will occur upon the earlier of: (i) written notice from Costa to Allin stating that the System meets the Acceptance Criteria, or (ii) the expiration of the Acceptance Period without notice by Costa of nonacceptance. If the System is not accepted, Costa shall provide written notice to Allin no later than the last day of the Acceptance Period that describes in reasonable detail any System Deficiency. Acceptance by Costa shall not be unreasonably withheld.

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4.3     Nonacceptance.  In the event that Costa does not accept the System in accordance with Section 4.2 above, Allin shall be given a mutually agreed upon reasonable period of time, which shall in no event exceed [REDACTED – CONFIDENTIAL TREATMENT REQUESTED] days, to review and correct any System Deficiency. Allin will remedy any material failure of the System and correct any System Deficiency. In the event that Allin cannot remedy any material failure or correct any System Deficiency after [REDACTED – CONFIDENTIAL TREATMENT REQUESTED] days, then Costa shall allow for one additional [REDACTED – CONFIDENTIAL TREATMENT REQUESTED] day test period, so long as Allin provides Costa with a written plan that describes Allin’s plan to remedy the deficiencies in the upcoming [REDACTED – CONFIDENTIAL TREATMENT REQUESTED]-day period and summarizes its efforts in the prior [REDACTED – CONFIDENTIAL TREATMENT REQUESTED]-day period. If the System is still not acceptable because of a material failure or a System Deficiency after the second [REDACTED – CONFIDENTIAL TREATMENT REQUESTED] day test period, then Costa have shall one of the following options:

(1) Deem the System to work in substantial conformity with applicable documentation and accept the System as is; or

(2) Allow for one additional test period, by furnishing Allin with a written list specifying the remaining deficiencies in the System. Allin shall provide Costa with another written plan describing Allin’s plan to remedy the deficiencies in the upcoming [REDACTED – CONFIDENTIAL TREATMENT REQUESTED]-day period and summarizing its efforts in the prior [REDACTED – CONFIDENTIAL TREATMENT REQUESTED]-day periods. Allin shall then have up to [REDACTED – CONFIDENTIAL TREATMENT REQUESTED] days from the receipt of such notice to attempt to remedy such defects, which, if resolved, shall cause Costa to accept the System in writing; or

(3) Costa may accept the System except for the non-conforming portions and receive a mutually-agreed price credit for the reasonable value of the non-conforming portion; or

(4) If the System failure is considered “catastrophic”, such that the basic functionality of the System does not work, then Costa can terminate the Agreement and receive a refund of all sums paid to Allin, less a reasonable fee for time and materials.

If Costa terminates in accordance with (4) above, Costa shall, within 30 days of such termination, return the System and all Deliverables, and there shall be no further obligation or liability on the part of either party under this Agreement, except for obligations which have theretofore accrued and obligations which survive termination of this Agreement.

5. System Price and Payment.

5.1    System Price.  In consideration of Allin’s delivery and installation of the System and subject to Section 5.4 below, Costa shall pay to Allin the System Price as set forth in, and in accordance with, the Payment Schedule.

5.2    Other Fees.  In addition to payment for the System in accordance with the Payment Schedule, Costa shall pay Allin for (i) any Custom Programming at the price mutually agreed upon for each Change Request, and/or (ii) any additional fees assessed by Allin in evaluating Change Requests in accordance with Section 3.2.

5.3    Taxes.  Costa shall pay any and all taxes arising out of or relating to the transactions contemplated in this Agreement, excluding all taxes (i) imposed on or measured by Allin’s net income, taxable income, capital gains; (ii) imposed for the privilege or on the exercise of Allin’s franchise for doing business; (iii) imposed or measured by Allin’s capital, net worth, loans or investments; or (iv) imposed or measured by Allin’s gross income or gross receipts.

5.4    Payments.  Allin will send Costa an invoice for each applicable vessel upon Allin’s completion of an appropriate milestone that triggers a payment owed under this Agreement in accordance with the

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Payment Schedule. Each of the amounts payable by Costa to Allin under this Agreement shall be due thirty (30) days after receipt of invoice. Costa’s obligation to pay for any System is contingent upon the System’s acceptance by Costa in accordance with the terms of this Agreement. Costa will not be deemed in breach or default of this Agreement on amounts disputed in good faith by Costa if Costa provides Allin with a detailed written description of any disputed amounts in a timely manner.

5.5    Expenses.    Costa shall reimburse Allin for reasonable and documented out of pocket business expenses (travel, food, lodging, etc.) incurred by Allin personnel when they are working on the delivery and installation or for Allin personnel who are based outside of the South Florida area when attending meetings that are called at the request of Costa. Costa must approve in advance any Allin personnel who will provide services or attend any meeting. Allin will submit any proposed travel requests to Costa and Costa may at its discretion make travel arrangements on behalf of Allin (air, lodging and car rental) or at its discretion will provide reasonably suitable onboard accommodations on the applicable cruise vessel during installation of the System as required to install the System. Additional travel expenses will be presented to Costa with supporting documentation for reimbursement.

6.    Custom Programming.

        6.1    If Costa desires to obtain any Custom Programming for the System, Costa shall follow the Change Request Process set forth in Section 3.2 above.

        6.2    Notwithstanding the foregoing, any Custom Programming, including but not limited to, all object code and source code shall be deemed work for hire and shall belong exclusively to Costa in accordance with Section 10.

        6.3    Any Custom Programming will be subject to all of the terms and conditions of this Agreement, including, without limitation, the provisions of Acceptance Testing and Warranties.

7.    Equipment.

        7.1    Purchase of Equipment.    In connection with the System, Costa shall purchase from Allin the Equipment set forth in Schedule 7.1 (as such schedule may be modified from time to time by mutual written agreement of the parties). The purchase price of such Equipment is included within the System Price.

        7.2    Title.    Allin shall sell and pass title to the Equipment to Costa proportionately upon payment of the System Price from time to time pursuant to Section 10.1 herein. Allin shall deliver title to Equipment free and clear of all liens and encumbrances, excepting those of parties claiming through Costa.

        7.3    Shipping.    Costa shall pay for the transportation charges for the Equipment (including but not limited to freight, rigging, and transit insurance). Costa shall not be obliged to pay any additional amount to Allin or to any third parties for installation of the Equipment.

8.    Delivery and Site Responsibilities.    Costa shall be responsible for preparing and maintaining the location of the Costa Environment and ensuring the Costa Environment is ready for the System at the time of installation. Except as set forth in Section 7.1 above, any equipment, cable, software, devices or other items necessary for the installation and operation of the System in the Costa Environment shall be purchased and installed by Costa. Costa is solely responsible for its use of the System and for the accuracy and adequacy of information and data furnished for processing.

9.    Support Services and Warranties.

        9.1    Warranty of Performance.

                  (a)  Allin warrants for a period of ninety (90) days following date that Costa accepts the System in accordance with this Agreement (the “Warranty Period”), that the System and any Custom Programming when

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operated on properly functioning Equipment and in the Costa Environment shall perform substantially in accordance with applicable documentation and without any System Deficiencies. During the Warranty Period, Allin shall correct failures of the System to perform as specified above.

                    (b)  For all Equipment, Allin shall pass through to Costa all assignable warranties received from the Equipment manufacturers.

        9.2    Support Services.

                  (a)  During the Warranty Period, for support services which are not covered by the warranty of performance pursuant to in Section 9.1 above, Costa will pay Allin for any such support services on a time and materials basis.

                  (b)  Commencing on the first day following the expiration of the Warranty Period and continuing for a period of six (6) months (the “Initial Support Period”) Costa shall pay to Allin $[REDACTED – CONFIDENTIAL TREATMENT REQUESTED] per month per cruise ship (the “Monthly Support Payment”). Payment by Costa of each Monthly Support Payment shall entitle Costa to [REDACTED – CONFIDENTIAL TREATMENT REQUESTED] hours of support services from Allin to be used by Costa as it deems appropriate for support of the System on its cruise lines. Subject to Costa’s payment of the monthly Support Payment and any additional amounts due under this Section 9.2(b), Allin will provide the level of support services set forth on Schedule 9.2(b). Costa agrees to pay to Allin on a time and materials basis at an hourly rate of $[REDACTED – CONFIDENTIAL TREATMENT REQUESTED] for support services provided by Allin in excess of the aggregate number of monthly hours Costa is entitled to receive for its Monthly Support Payment(s). Allin will fix support rates for 2003 at $[REDACTED – CONFIDENTIAL TREATMENT REQUESTED] per hour and rates for 2004 at $[REDACTED – CONFIDENTIAL TREATMENT REQUESTED] per hour.

                  Prior to the expiration of the Initial Support Period, the parties agree to meet and discuss in good faith the then current levels and prices of Support Services to determine whether Costa desires that the level of Support Services be revised and the appropriate fee changes relating thereto, provided that the minimum fee for such Support Services shall be equal to the price (at Allin’s then-current rates) for 10 hours of support services per month per cruise vessel and Allin shall provide the level of support services as described in Schedule 9.2(b). Notwithstanding the foregoing, Costa shall have the right at the end of the Initial Support Period to terminate support services by providing Allin with thirty (30) days prior written notice.

        9.3    Further Warranties.

                  (a)  All services to be provided by Allin under this Agreement shall be performed in a competent and workmanlike manner by employees or contractors that have the proper skills, training and background to perform such services.

                  (b)  Allin will deliver all Deliverables to Costa free and clear of any liens, charges, encumbrances, and no other person or entity shall have any claim or ownership with respect to the Deliverables. Costa will be able to use the Deliverables without restriction, subject to Costa’s payment in full of all amounts payable by Costa to Allin for the Deliverables.

                  (c)  Allin warrants that is has not purposely placed, nor is it aware of, any disabling code in the System or Custom Programming which would, without Costa’s intervention, alter, destroy, adversely affect or inhibit the System or Custom Programming or Costa’s use thereof.

                  (d)  To the best of Allin’s knowledge, no existing or threatened proceedings against Allin will have a material adverse effect upon its ability to perform its obligations under this Agreement.

                  (e)  Allin warrants it is duly authorized by all requisite action to execute, deliver and perform its obligations under this Agreement.

    9.4    Warranties of Costa

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(a)  Costa warrants that it will provide Allin with reasonable access to Costa’s employees, facilities and information as may be reasonably requested by Allin in connection with the performance of Allin’s services under this Agreement.

(b)  To the best of Costa’s knowledge no existing or threatened proceedings will have a material adverse effect upon its ability to perform its obligations under this Agreement.

(c)  Costa warrants it is duly authorized by all requisite action to execute, deliver and perform its obligations under this Agreement.

THE WARRANTIES IN THIS SECTION, ALONG WITH THE WARRANTIES SET FORTH IN THE SOFTWARE DEVELOPMENT AGREEMENT AND THE MASTER AGREEMENT, ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WHETHER ARISING BY COURSE OF DEALING OR PERFORMANCE, CUSTOM, USAGE IN THE TRADE OR PROFESSION OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ALLIN DOES NOT WARRANT THAT THE SYSTEM OR CUSTOM PROGRAMMING WILL BE ERROR FREE. Except for the warranties expressly set forth in this Section, Costa acknowledges and agrees that it has relied on no other representations or warranties and that no other representations or warranties have formed the basis of its bargain hereunder.

10.    Ownership Rights of Deliverables

10.1    Costa IP.    Except as specified in Section 10.2 below and subject to Costa’s payment of amounts due from Costa to Allin for the Deliverables, all Deliverables including, but not limited to, all object code and source code shall be deemed work for hire and shall belong exclusively to Costa; with vesting of Costa’s ownership occurring, from time to time, in proportion to the percentage of the System purchase price plus other payments due to Allin hereunder paid by Costa at any given time. Allin expressly, knowingly, voluntarily, absolutely, unconditionally and forever waives and relinquishes in its entirety all rights to claim authorship of the Deliverables, any portion thereof and/or any derivative works based on the Deliverables. Costa shall have the right to apply for and obtain patents, copyrights and other applicable formal means of recognition of exclusive rights to the Deliverables. Whenever requested so to do by Costa, and without further compensation or consideration, but at the expense of Costa, Allin shall promptly execute and assign any and all applications, assignments and other instruments which Costa shall reasonably deem necessary in order to apply for and obtain any such desired patents, copyrights or similar rights, or in order to assign and transfer to Costa or its nominee the applications for patents thereof. Notwithstanding anything to the contrary in this Agreement, Allin will not be precluded from using its pre-existing expertise and techniques or the Residual Information (as defined below) in the field of information technology consulting and integration for itself or for other customers. The term “Residual Information” shall mean information relating to ideas, concepts and techniques which are related to Allin’s business activities and which are retained in the memories of individual employees without the aid of any document or other recorded or stored information.

10.2    Non-Costa IP

(a)  Costa’s ownership of the Deliverables shall not include (i) the Application, as this will be owned by CC but licensed to Costa, (ii) any third party software or other technology which is owned by any third party including, but not limited to, software and/or technology owned by On-Command which may be incorporated into any Deliverable (“Third Party IP”) or (iii) any third party software or other technology which is developed by Allin outside the scope of the Project or relates to skills and knowledge of a general nature acquired by Allin in course of its performance of the services under this Agreement or any Residual Information (as defined above) (collectively, the “Allin IP”).

(b)  With respect to any Deliverables which incorporate either Third Party IP or Allin IP, Allin will grant or will cause to be granted to Costa a royalty-free, non-exclusive, perpetual license to use the Third Party IP and/or the Allin IP in connection with the Deliverables. While the foregoing Third Party IP is subject to such additional terms and conditions which may reasonably be required by the third party owning such

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Third Party IP, in no event will Costa be responsible to pay any additional sums in connection therewith. Further, Allin shall inform Costa as soon as practicable of any third party requirements. Notwithstanding the foregoing, no right or license is granted or will be granted to Costa to use the Allin IP or the Third Party IP as a standalone product.

11.    Termination.

11.1    Without prejudice to any other remedy, either party may terminate this Agreement at any time upon thirty (30) days prior written notice to the other party in the event that the other party shall have breached any of its material obligations under this Agreement and shall not have cured such default prior to the expiration of the thirty (30) day period.

11.2    Either party shall have the right to immediately terminate this Agreement by giving written notice to the other party in the event:

(i)  of the bankruptcy or assignment for the benefit of creditors of the other party; or

(ii)  that the other party ceases its on-going business operations; or,

(iii)  in the case of Costa, in the event of breach by Allin of this Agreement, the Software Development Agreement or the Master Agreement, and in the case of Allin in the event of breach by Costa or CC of this Agreement, the Software Development Agreement or the Master Agreement.

11.3    The parties’ may also terminate this Agreement at any time upon mutual written agreement of the parties.

11.4    The parties’ rights of termination under this Section are without prejudice to any other remedies available to either party.

12.  Non-Solicitation/Restriction on Hiring.    In recognizing the high cost of attracting, training, and retaining qualified technical personnel, each party agrees not to recruit for employment or hire any employee of the other party or any of its affiliates, or anyone who has been an employee of the other party or any of its affiliates during the term of this Agreement and for six (6) months following the termination of this Agreement, without, in each instance, receiving the prior written consent of the other party.

13.  Independent Contractor.    Allin shall operate as an independent contractor in the performance of this Agreement and not as an agent or employee of Costa. Each party shall ensure that neither it nor its agents or employees shall act or hold themselves out as agents or employees of the other party. Allin shall have complete control of its agents and employees engaged in the performance of services under this Agreement. As between Allin and Costa, each party will be responsible for the supervision, direction and control of its own personnel and the personnel of any subcontractors or other third parties engaged by that party in connection with this Agreement.

14.  Confidentiality.    Allin agrees that all information which relates in any way to Costa’s business or operations, whether tangible or intangible and in whatever form or medium, including, but not limited to, information relating to Costa’s current or contemplated operations; identity of suppliers of goods and/or services; trade secrets (including any improvements thereto), whether in development, prototype or finished form and whether patentable or not; computer programs and computer aided designs; vendor pricing to Costa; all financial, personnel, and other business data of Costa; and unpublished or published copyrighted materials, including any improvements, modifications, or additions to any of the above information, and other information identified as confidential by the Costa, are confidential information of Costa (“Costa Confidential Information”). Costa agrees that Allin’s proprietary software, tools and other methodologies, pricing information and any other information identified as confidential by Allin, are confidential information of Allin (“Allin Confidential Information”). Costa Confidential Information and Allin Confidential Information are collectively referred to as “Confidential Information.” Except as otherwise provided herein each party shall use Confidential Information of the other party which is disclosed to it only for purposes of this Agreement and shall not disclose such Confidential Information to any third party, without the other party’s written consent, other than to each other’s employees on a need-to-know basis. Each party agrees

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to take measures to protect the confidentiality of the other’s Confidential Information that, in the aggregate, are no less protective than those measures it uses to protect the confidentiality of its own Confidential Information, but at a minimum, each party shall take reasonable steps to advise their employees of the confidential nature of the Confidential Information and the prohibitions on copying or revealing such Confidential Information contained herein. Notwithstanding anything to the contrary contained in this Agreement, neither party shall be obligated to treat as confidential, or otherwise be subject to the restrictions on use, disclosure or treatment contained in this Agreement for, any information disclosed by the other party (the “Disclosing Party”) which: (i) is rightfully known to the recipient prior to its disclosure by the Disclosing Party; (ii) is generally known or easily ascertainable by non-parties of ordinary skill in computer or process design or programming or in the business of Costa; (iii) is released by the Disclosing Party to any other person, firm or entity (including governmental agencies or bureaus) without restriction; (iv) is independently developed by the recipient without any reliance on Confidential Information; or (v) is or later becomes publicly available without violation of this Agreement or may be lawfully obtained by a party form any nonparty. Costa and Allin agree that neither party may disclose the fact that the parties are engaged in the Project with the other party, the details related to the type and scope of the Project or the existence of this Agreement or the terms hereof without the prior written approval of the other party and the parties agree that the financial terms of this Agreement are to be treated as Confidential Information.

Notwithstanding anything to the contrary herein, either party or any affiliate or designated agent of such party may make any public disclosure which it believes in good faith to be required by law or by the terms of any listing arrangement with a securities exchange or securities trading system. No party may issue a press release regarding this Agreement or the association of the parties without the prior review by, and written approval of, the other party.

Each party acknowledges that a violation of the restrictions contained in this Section 14 will likely result in irreparable harm to the other party which cannot be adequately compensated by money damages. Accordingly, each party agrees that, in the event of an actual or threatened violation of this Section 14, the other party will be entitled to temporary and permanent injunctive relief without the necessity of posting a bond or other security. In any event, whether or not injunctive relief is sought or granted, the parties seeking relief may recover monetary damages and any and all other relief to which they may be entitled.

15.  Insurance.    Costa and Allin each shall, at all times maintain Comprehensive General Liability Insurance against any and all claims and losses arising out of their respective performance under this Agreement, with limits of not less than $3,000,000 in the aggregate and of not less than $1,000,000 per occurrence, and shall provide Workmens’ Compensation Insurance in accordance with all applicable laws and shall maintain employer’s liability insurance with limits of not less than $1,000,000 per occurrence, covering any occurrences not covered by Workmens’ Compensation Insurance.

16.  Limitation of Liability.    EXCEPT FOR (i) EACH PARTY’S RESPECTIVE EXPRESS INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (ii) DAMAGES RESULTING FROM A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT:

(a) NEITHER PARTY NOR THEIR AFFILIATES SHALL HAVE ANY LIABILITY FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR SPECIAL DAMAGES OF ANY NATURE OR TYPE WHATSOEVER, OR FOR ANY MALFUNCTIONS, DELAYS, LOSS OF DATA, LOSS OF PROFIT, INTERRUPTION OF SERVICE OR LOSS OF BUSINESS OR ANTICIPATORY PROFITS, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES,

(b) NOR SHALL ALLIN OR ITS AFFILIATES, UNDER ANY CIRCUMSTANCES, BE LIABLE TO COSTA OR ITS AFFILIATES FOR ANY CLAIM BASED UPON ANY THIRD PARTY CLAIM, AND

(c) THE COLLECTIVE AND ENTIRE LIABILITY OF EITHER PARTY AND ITS AFFILIATES FOR ANY REASONS AND UPON ANY CAUSE OF ACTION OR CLAIM IN CONTRACT, STATUTE, WARRANTY, TORT, NEGLIGENCE, MISREPRESENTATION, FAILURE TO

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EXERCISE DUE CARE, STRICT LIABILITY, OR OTHERWISE SHALL BE LIMITED, TO SIX MILLION DOLLARS ($6,000,000).

NO CAUSE OF ACTION WHICH ACCRUED FOR MORE THAN TWO YEARS PRIOR TO THE FILING OF A SUIT ALLEGING SUCH CAUSE OF ACTION MAY BE ASSERTED AGAINST EITHER PARTY OR ITS AFFILIATES.

THE PARTIES TO THIS AGREEMENT UNDERSTAND AND AGREE THAT THE LIMITATIONS AND EXCLUSIONS SET FORTH HEREIN REPRESENT THE PARTIES’ AGREEMENT AS TO THE ALLOCATION OF RISK LIMITATIONS AND EXCLUSIONS BETWEEN THE PARTIES IN CONNECTION WITH THIS AGREEMENT. THE FEES PAYABLE TO ALLIN HEREUNDER REFLECT, AND ARE SET IN RELIANCE UPON, THE ALLOCATION OF RISK SET FORTH HEREIN AND THE EXCLUSION OF CONSEQUENTIAL DAMAGES AND LIMITATIONS OF LIABILITY SET FORTH IN THIS AGREEMENT.

17.  General Indemnification.    Each party (an “Indemnifying Party”) agrees to indemnify and hold harmless the other, its affiliates and its and their partners, principals, officers, directors, agents and employees (collectively, the “Indemnified Parties”), from and against any and all actions, damages, claims, liabilities, costs, expenses, or loses (including, without limitation, reasonable legal fees and expenses) brought against, incurred by, or paid by any of the Indemnified Parties, for bodily injury, death, or damage to tangible personal property at Costa’s facilities during the term of this Agreement (collectively, the “Injury Claims”) to the extent caused by the negligent acts or omissions or tortious misconduct of the Indemnifying Party or any of its employees or agents in the performance of this Agreement (but expressly excluding Injury Claims actually or alleged to have resulted from Costa’s use of or reliance upon any Application Deliverable(s) or other materials provided by Allin under this Agreement) or either party’s breach of any material obligation, representation, warranty, covenant or agreement under this Agreement.

18.  Intellectual Property Indemnification.    In addition to Allin’s general indemnification obligations set forth above, Allin shall defend Costa from and against any allegation that any Deliverable or part thereof infringes or misappropriates any copyright, patent, trade mark, trade secret or other intellectual property or proprietary right of an unaffiliated third party, and shall indemnify and hold harmless Costa from and against, and shall pay all losses, damages, liabilities, claims and actions and all related expenses (including, but not limited to, reasonable attorneys’ fees and expenses and the actual costs of litigation) incurred in connection therewith Allin’s actions under this Section shall constitute Costa’s exclusive remedy related to infringement.

19.  Indemnity Procedures.    The indemnities in the foregoing Sections are contingent upon: (i) the indemnified party promptly notifying the indemnifying party in writing of any claim which may give rise to a claim for indemnification hereunder, (ii) the indemnifying party being allowed to control the defense and settlement of such claim, and (iii) the indemnified party cooperating with all reasonable requests of the indemnifying party (at the indemnifying party’s expense) in defending or settling such claim. The indemnified party shall have the right, at its option and expense, to participate in the defense of any action, suit or proceeding relating to such a claim through a counsel of its own choosing.

20.  Dispute Resolution.    In the event that any dispute arises relating to this Agreement, the parties shall provide written notice to a senior executive of the other party describing the dispute. If within twenty (20) business days following receipt of such written notice the dispute cannot be resolved by the parties, then the parties hereto may seek any and all legal remedies to which they may be entitled, without any limitation.

21.  Notices.    Unless otherwise provided herein, any notice required to be given by one party to the other shall be in writing and shall be deemed given when delivered personally or mailed by certified or registered mail, postage prepaid (such mailed notice to be effective on the date which is three (3) business days after the date of mailing), or sent by nationally recognized overnight courier (such notice sent by courier to be effective one (1) business day after it is deposited with such courier), or sent by telefax (such notice sent by telefax to be effective when sent, if confirmed by certified or registered mail or overnight courier as aforesaid) to the person and address set forth below or to such other person and/or address as any party may designate for itself by written notice to the other party in accordance with this Section:

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If to Allin:	Allin Interactive Corporation 400 Greentree Commons 381 Mansfield Avenue Pittsburgh, PA 15220 Attn: Richard Talarico, Chief Executive Officer
with a copy to:	Bryan D. Rosenberger, Esquire Eckert Seamans Cherin & Mellott, LLC USX Tower 600 Grant Street, 44th Floor Pittsburgh, PA 15219
If to Costa:	Costa Crociere S.p.A. Via XII Ottobre, 2 16121 Genoa, Italy Attention: Margherita Tonan
With a copy to:	Costa Legal Department Via XII Ottobre, 2 16121 Genoa, Italy Attention: Paolo Cavanna

22.  Force Majeure.    Neither party shall be liable for any failure or delay in performing its obligations under this Agreement or for any loss or damage resulting therefrom, due to causes beyond its reasonable control, including, but not limited to, acts of God, public enemy or government, riots, fires, natural catastrophes, strikes or epidemics (collectively, “Force Majeure”). In the event of such failure or delay, the date of delivery or performance shall be extended for a period not to exceed the time lost by reason of the failure or delay; provided that either party may terminate this Agreement if the period of failure or delay exceeds thirty (30) days. Each party shall notify the other promptly of any failure or delay and the effect on its performance. Nothing in this Section shall be interpreted as implying any increased obligation or liability on the part of either party.

23.  Governing Law/Jurisdiction.    This Agreement shall be governed by and interpreted in accordance with the substantive laws of the State of Pennsylvania. Any litigation shall be filed and pursued in either state or federal court in Allegheny County, Pennsylvania.

24.  Severability.    If any provision of this Agreement is found by a court of competent jurisdiction to be illegal or otherwise unenforceable, that finding shall not invalidate this whole Agreement and the remaining provisions shall remain in full force and effect.

25.  Survival.    The obligations and rights of the parties under Sections 10,11, 12, 14, 16, 17, 18, 19, 20, 24 and this Section 25 shall survive the expiration or early termination of this Agreement.

26.  Binding Effect; Assignment    This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective representatives, successors, and permitted assigns, in accordance with the terms hereof. Neither party may assign this Agreement without the prior written consent of the other party except that either party may, at their sole expense, assign its rights under this Agreement to a wholly-owned subsidiary or the parent corporation of the assigning party, provided, however, that no assignment shall in any way affect a party’s obligations or liabilities under this Agreement.

27.  Modification    Any amendment, change or modification to this Agreement shall be void unless in writing and signed by all parties hereto.

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28.  Non-Waivers    No failure or delay by a party hereto in exercising any right, power or privilege hereunder, and no course of dealing between or among any of the parties, shall operate as a waiver of any such right, power or privilege. No waiver of any default on any one occasion shall constitute a waiver of any subsequent or other default. No single or partial exercise of any such right, power or privilege shall preclude the further or full exercise thereof.

29.  Counterparts; Facsimile Transmission    This Agreement and all amendments hereto may be executed in several counterparts and each counterpart shall constitute a duplicate original of the same instrument. Signatures sent to the other party by facsimile transmission shall be binding as evidence of acceptance of the terms hereof by such signatory party.

30.  Entire Agreement    This Agreement (including any Exhibits) constitutes the entire understanding of the parties with respect to its subject matter and supersedes any and all prior oral or written agreements.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the first date above written.

Allin Interactive Corporation
By:	/S/    RICHARD W. TALARICO
Name:	Richard W. Talarico
Title:	Chairman and CEO

Costa Crociere S.p.A.
By:	/S/    P. L. FOSCHI
Name:	P. L. Foschi
Title:	Chairman and CEO

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ATTACHMENTS

Exhibit A	—	System Description
Schedules:
Schedule 1.6	—	Costa Environment
Schedule 1.10	—	Installation Schedule
Schedule 1.12	—	Payment Schedule
Schedule 3.2	—	Change Request Form
Schedule 7.1	—	Equipment to be Purchased from Allin
Schedule 9.2(b)	—	Support Services

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EXHIBIT A

System Description:

The System is an in cabin interactive television system that allows users to do things such as purchase movies, buy shore excursions, order room service and many more services depending on the functionality desired (in this case as outlined in the Solution Vision). The System is currently based on hardware utilizing the On Command Roommate system architecture. The System utilizes an existing RF cable plant that is outfitted to support a passive return path to communicate the keystrokes from the end user (the television located in a cabin) to the head end. These keystrokes are picked up by the IR receiver of smart set televisions and passed to our TVCommander II or IRU2 control box (the TVCommander II plugged into the smart port of the television) and communicates back to the head end. The system passes key strokes from the ITV remote control (standard with the system) or ITV wireless keyboard (an optional piece of equipment used for internet browsing and e-mail applications).

Inside the head end, several independent rack systems support the various RF trunks feeding the RF distribution plant. Each rack system can support 2 or more RF trunks assuming no trunk or combination of trunks exceeds 230 ITV end users per trunk or combined trunk. The rack system is made up of a series of client PC’s which deliver the interactive applications. The video and audio output of each client is modulated to an NTSC or PAL channel to allow broadcast over the RF network. Each rack system also contains a server that acts as the host/proxy server containing the database allowing all the hardware to interact and process the commands issued from the web applications viewed by the end user. The rack system also has decoders for delivering movie content from a digital format.

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SCHEDULE 1.6

Costa ENVIRONMENT

All televisions that will be used for the Systems for Costa Fortuna and Costa Magica will be NTSC smart set televisions. The televisions for the Systems for Costa Atlantica and Costa Mediterannea will be PAL non-smart sets.

Allin will not be responsible for blocking channels from televisions on the MATV network that are not a part of the System.

Allin must have the use of 40 contiguous channels above channel 30.

All channels will be modulated NTSC for Costa Fortuna and Costa Magica and PAL for Costa Atlantica and Costa Mediterannea.

No more than 230 rooms will exist on any single RF trunk going to the headend.

For the Costa Fortuna and Costa Magica, all rooms will have an available 110 Volt AC outlet within several feet of the television for the ITV box. For the Costa Atlantica and Costa Mediterranea, all rooms will have an available 220 Volt AC outlet within several feet of the television for the ITV box.

Passive loss between every room and the HE must be no greater than 60dBmV.

All amplifiers in the system must be outfitted with passive return modules.

Average room to client ratio will be 38 to 1.

Adequate electrical power in the Head End. Adequate electrical requirements in the headend room is defined as 2 – 20amp 110Vac or 1 – 20 amp 220Vac dedicated electrical circuit of conditioned and UPS protected power to be supplied per rack installed as part of the system. Costa must specify if the head end will be 110Vac or 220Vac no later than 120 days prior to the commencement of the installation.

Adequate air conditioning. Adequate air conditioning requirements in the headend room is defined as keeping the room in which the ITV equipment is housed between 65 to 68 degrees Fahrenheit 24 hours a day assuming each rack creates 10,000 BTUs of heat.

Adequate space. Adequate space in the headend room is defined as each rack having at minimum a rectangle of open floor space of 90 inches by 100 inches with a minimum ceiling height of 90 inches (ceiling being defined by the lowest hanging objects from the ceiling).

Adequate provisions for cable runs. Adequate provisions for cable runs is defined as cable trays or conduit running between each of the racks and the head end RF combiner in which the cable trays or conduit are free from other wiring and the cable run is no longer than 30 feet.

Adequate RF network. Adequate RF network is defined as the RF cable plant being wired such that all passive devices pass at minimum 5 to 750MHz and all active devices (specifically amplifiers) be fitted with passive return modules allowing 5 to 40 MHz to pass on the return path. No more than 230 rooms will be placed on any one physical RF trunk. The total passive loss across the RF cable plant from any given location to the head end shall not exceed 60dBmV.

15

SCHEDULE 1.10

INSTALLATION SCHEDULE

Several assumptions are being made with this schedule. They are the following:

• All shipboard responsibilities will be taken care of prior to the arrival of the Allin team (RF plant, Air Conditioning, power, space, etc.).

The Schedule:

Installation Schedule
Installation	Ship	Company	Date Installed	Date Operational	Vessel Deployment	Comments
1	Atlantica	Costa	Q1 2003	Q2 2003*	in service
2	Mediterannea	Costa	Q2 2003	May 2003	newbuild
3	Fortuna	Costa	Q4 2003	Nov. 2003	newbuild
4	Magica	Costa	Q4 2004	Nov. 2004	newbuild

* Although hardware will be installed early in 2003 onboard Costa Atlantica, the system will not be turn on for operations until after the completion of the install on Costa Mediterannea. The Acceptance Period for Costa Atlantica will not begin until the system has been turned on for operations.

Allin shall provide two weeks of training across the “first revenue” cruise. The “first revenue” cruise is the first time the System is actually billing guests for the purchase of movies, shore tours, etc. Allin shall cause one of its Senior Head End Installations Technicians to be onboard each vessel during the week prior to the “first revenue” cruise for the purpose of training Costa’s personnel responsible for operating the System. Allin shall turn over the operation of the System to Costa’s personnel during the “first revenue” cruise and Allin’s technician shall remain onboard the vessel during the “first revenue” cruise to provide support to Costa’s personnel. Allin shall permit Costa’s personnel to participate in the installation of the System.

16

SCHEDULE 1.12

PURCHASE PRICE AND PAYMENT SCHEDULE

A.    Purchase Price

NAME	LINE	CLASS	CABINS	PRICE
Costa Atlantica	Costa	Spirit	1064	$[REDACTED – CONFIDENTIAL TREATMENT REQUESTED]
Costa Mediterannea	Costa	Spirit	1064	$[REDACTED – CONFIDENTIAL TREATMENT REQUESTED]
Costa Fortuna	Costa	Destiny	1,379	$[REDACTED – CONFIDENTIAL TREATMENT REQUESTED]
Costa Magica	Costa	Destiny	1,379	$[REDACTED – CONFIDENTIAL TREATMENT REQUESTED]

• The Contract Price is based on the following assumptions:

NTSC Smart Set televisions will be installed on Costa Fortuna and Costa Magica, and on Costa Atlantica and Costa Mediterannea PAL non-smart sets will be in all cabins

One rack system with 32 clients and 16 video streams will be installed on each ship    

The Systems are video server (Gen2) based

Price does not include the shipping of any equipment, and all shipping costs will be the responsibility of Costa

Price does not include travel and living expenses for the install team, and all reasonable expenses will be the responsibility of Costa

Price does not include interface work or application customization

• To the extent the foregoing assumptions are incorrect, the purchase price may vary.

B.    Payment Schedule Costa Fortuna and Costa Magica:

Due upon signing of this agreement:

[REDACTED – CONFIDENTIAL TREATMENT REQUESTED]% of the Purchase Price listed above for the respective ship

Due 120 days prior to commencement of installation:

[REDACTED – CONFIDENTIAL TREATMENT REQUESTED]% of the Purchase Price listed above for the respective ship

Due upon notification of shipment of equipment to Costa:

[REDACTED – CONFIDENTIAL TREATMENT REQUESTED]% of the Purchase Price listed above for the respective ship

Due upon Completion of Installation:

17

[REDACTED – CONFIDENTIAL TREATMENT REQUESTED]% of the Purchase Price listed above for the respective ship

Due upon Acceptance:

[REDACTED – CONFIDENTIAL TREATMENT REQUESTED]% of the Purchase Price listed above for the respective ship

Payment Schedule Costa Atlantica and Costa Mediterannea:

Due upon signing of this agreement:

[REDACTED – CONFIDENTIAL TREATMENT REQUESTED]% of the Purchase Price listed above for the respective ship

Due the earlier of 120 days prior to commencement of installation or 12/31/2002:

[REDACTED – CONFIDENTIAL TREATMENT REQUESTED]% of the Purchase Price listed above for the respective ship

Due upon notification of shipment of equipment to Costa:

[REDACTED – CONFIDENTIAL TREATMENT REQUESTED]% of the Purchase Price listed above for the respective ship

Due upon Completion of Installation:

[REDACTED – CONFIDENTIAL TREATMENT REQUESTED]% of the Purchase Price listed above for the respective ship

Due upon Acceptance:

[REDACTED – CONFIDENTIAL TREATMENT REQUESTED]% of the Purchase Price listed above for the respective ship

18

SCHEDULE 7.1

EQUIPMENT TO BE PURCHASED FROM ALLIN

Equipment Description:

Head End:
1	19" racks
1	Rack Power Supplies (AC, conditioner, DC)
1	Host/Proxy server
1	HP Surestore DAT40 DDS4 Drive with Veritas Backup Exec
32	Client PC’s
16	Video Decoder Channels
1	RF router/diplexer
1	Network switch
RF equipment required to connect to appropriately prepared shipboard RF headend.
In-Room:
	Based on an assumption of 1 smart television per cabin, Allin will supply the following equipment.
1	TVCommander II (smart port) for Costa Fortuna and Costa Magica
1	IRU2 for Costa Atlantica and Costa Mediterannea
1	ITV remote control (no logo)
1	18" RF Lead
1	Smart port com cable for Costa Fortuna and Costa Magica

Any changes to this system that a cruise line desires will be handled through the Change Order Process.

19

SCHEDULE 9.2(b)

Support Service Level

A.    Tracking of Support Issues

Support issues will be tracked in Costa’s problem management system. Remote access to Costa’s problem management system will be granted to Allin. Costa will provide the necessary software licenses and procedures for Allin to access and use Costa’s problem management software as contemplated herein. Notwithstanding that Allin will be granted access to Costa’s problem management system, Costa will be solely responsible for notifying Allin of support issues and any change with respect to any support issue.

B.    Priority Levels

Each support issue will be assigned a priority code based on the nature of the failure. Refer to Table 1. For purposes of this Schedule 9.2(b), a failure is a system condition or event that leaves the system in a state where it is performing a level lower than the performance level at the time of system acceptance. Performance is defined primarily by stability, responsiveness, and usability.

Prioritization is driven by the nature of the incident as it relates to stability, responsiveness, and usability. For the purposes of this Schedule 9.2(b), these key terms are defined as follows:

Stability – the availability of the system and all of its functions

Responsiveness – the timeliness with which the system responds to user requests

Usability – the degree to which the system is easy for the user to navigate and interact with the system

C.    Response Time Expectation

Given the 24x7 operation of the system and the ship, target resolution times are expressed in clock hours (not business hours). The Target Resolution Timeframe is based upon the start time which is the time Allin is notified by Costa of the support issue.

The expectation target (e.g. 90%) is calculated by determining the percentage of incidents that are resolved within the target resolution time for a given priority code. The 90% threshold is designed to drive superior performance while allowing for the occasion where, despite the best efforts of all parties, a given incident might not be resolved within the specified time due to complexity or other external factors that are outside the control of the support organization.

Monthly reports will be generated from the Costa problem management system detailing performance. If service levels targets are not achieved for any given month, representatives from Allin and Costa will meet to review the data, address root cause, and put a plan in place to improve service levels moving forward.

Priority Code	Description/Criteria	Target Resolution Timeframe	Expectation
P1	•       Head end issue affecting system stability or responsiveness (except for    failure of RF components), or; •       Issue affecting stability of an entire deck or equivalent number of cabins.	[REDACTED – CONFIDENTIAL TREATMENT REQUESTED] hours	90%
P2	•       Stability issue affecting 25 or more cabins, or; •       Responsiveness issue affecting an entire deck (or equivalent    number of cabins).	[REDACTED – CONFIDENTIAL TREATMENT REQUESTED] hours	90%
P3	•       Usability issue impacting all users of a given module(s), or; •       Stability or responsiveness issue affecting less than 24 cabins.	[REDACTED – CONFIDENTIAL TREATMENT REQUESTED] hours	90%
P4	•       System operation not impacted, or;

20

	•       Information requests, or; •       User questions / “how-to”.	[REDACTED – CONFIDENTIAL TREATMENT REQUESTED] days	90%
P5	•       Non break/fix requests, enhancements	[REDACTED – CONFIDENTIAL TREATMENT REQUESTED]	Not applicable

The resolution timeframe assumes:

1.    Allin will have full remote control capabilities to all System servers;

2.    Allin will have dedicated email access for ship personnel responsible for the System;

3.    Allin will have phone access to ship personal via Costa’s data center or another designated support department which is available 24 hours, 7 days per week; and

4.    Support levels and resolution time frames will not apply to hardware problems

In addition, the support levels described herein do not apply to:

1.    RF components of the Head End; or

2.    Support issues related to changes made to the System by anyone other than Allin.

D.    Additional Support

Costa may also encounter system performance characteristics that require modification, despite the fact that the system is performing as designed and accepted. Those issues are not subject to SLA and will be subject to the change order process. For example if, subsequent to acceptance, a navigational feature proves to be confusing to the users, the remediation of that feature is not subject to SLA.

The foregoing support terms are intended to convey the spirit of the support agreement, and do not address the detailed process steps and responsibilities associated with the delivery of support. The parties agree to define and document the support process within 90 days of the Effective Date.

21

[LOGO]
Schedule 1.7—Custom Programming Functional Requirements
Division :	IT		Product:
Title :	AITV – COSTA Functional Requirements and SAPI Interface
Document ID :	IT-SHA-ITV-DG-0013-R04.DOC
APPROVE DATE :
Lista di distribuzione:
		M. Tonan A. Ghione
Release	Date	Notes
01 02 03 04	31/05/2002 11/06/2002 30/08/2002 16/10/2002	Initial version Modified after meeting held in Carnival on June 4th 2002 Minor changes – version sent to Allin Specified Allin and Costa activities
Author		Delivery Date
Elisabetta Moroni		October 16-2002

AITV – Functional Requirements and SAPI Interface 2/8

1		Introduction			3
2		Language			3
	2.1		Language selection	3
	2.2		Error messages	3
	2.3		Main menu	4
3		Folio review			4
	3.1		Record format	4
	3.2		Additional information	4
	3.3		Guest’s folio	5
4		Pay-per-view movies			5
	4.1		Record format	5
	4.2		Price list	5
	4.3		Voucher	5
5		Shore excursions			6
	5.1		Record format	6
	5.2		Sold out	6
	5.3		Shore excursions update	6
		5.3.1	Table tour/excursions	6
		5.3.2	Excursions description and video	6
		5.3.3	Data upload	7
6		Generic issues			7
	6.1		Currency change	7
	6.2		Ship time	7
	6.3		Discounts and service surcharges	8

Costa Crociere S.p.A.

AITV – Functional Requirements and SAPI Interface 3/8

1    Introduction

This document has the purpose of validate the document Carnival AITV Middle Layer Functional Analysis referred as Document B against the Costa requirements.

The document B doesn’t contain the modifications requested by Costa during Genoa meeting dated May 6^th 2002.

This document will then complete document B with Costa requirements.

The document is divided in sections related to the different options included in the Phase 1 of the Carnival AITV project.

2    Language

2.1    Language selection

The language selection is managed inside AITV. In document B no language information is passed from AITV to SA&PI or from SA&PI to AITV.

2.1.1    Costa Requirement

Following the Costa requirements AITV will receive and use the passenger’s language from SA&PI within the passenger record. It means that the first screen of AITV will be already in the passenger language. In case the passenger language is not available AITV will use English as default.

The passenger will have the possibility of changing the language in case the one loaded in SA&PI is wrong.

It means that Allin will have to:

• Modify the interface in order to receive the passenger language

• Modify the logic of the system in order to manage correctly the connection screen together with all the screens of the system

2.2    Error messages

The error messages passed from SA&PI to AITV will be in the language of the passenger. In case the language of the passenger is not available the message will be in English. In case the passenger selected another

Costa Crociere S.p.A.

AITV – Functional Requirements and SAPI Interface 4/8

language inside AITV, SA&PI will still use the passenger language or English. The system doesn’t preview error messages passed from AITV to SA&PI.

No modifications preview for Allin.

2.3    Main menu

The main menu proposed by AITV to the passenger should be in the passenger’s language following the rules stated in chapter 2.1. The exact format of the menu will be decided during the analysis phase of the project.

3    Folio review

3.1 Record format

In document B the returned information are:

Transaction Date/Time, Folio Nr., Transaction Nr., Item description, Amount.

The fields contained in the record are not controlled by AITV that will display exactly what is contained in the record. It means that each record corresponds to one line on the TV screen.

Will be up to SA&PI to format the records in the way Costa is used to show the account to the passenger.

No modifications preview for Allin

3.2 Additional information

SA&PI includes in the folio layout also following information:

Service (Bar, Shop, Photo, etc.), Discounts, Service Surcharge, On-board credits, Deposits.

Even if all these information are not included in the record format, AITV will be able to display them because it sends on the screen what is sent by SA&PI without any control. SA&PI will have to send to AITV one record per line to be displayed.

No modifications preview for Allin.

Costa Crociere S.p.A.

AITV – Functional Requirements and SAPI Interface 5/8

3.3 Guest’s folio

The document explains that if a child asks for his/her folio also the parents folio must be displayed. This should not be the case of Costa. Only the Folio Holder can view the transactions of his/her guests, but a guest must view only his/her own transactions.

The control on the display of the guest folio is left to SA&PI. For any request AITV is sending to SA&PI the cabin number and the passenger name requesting the folio display. Is up to SA&PI to decide to send the folio information or an error message.

No modifications preview for Allin.

4    Pay-per-view movies

The selection of the pay-per-view movies should be in the passenger’s language. That is to say that Italian passengers will be able to chose between the lists of the movies in Italian.

Anyway should be supported the possibility of changing the movie language selection in order to allow choosing a movie in another language.

4.1 Record format

The record format includes all the information needed.

4.2 Price list

The price list is managed by AITV. This could generate some problems if the guest decides to void his sale, because in this case SAPI needs the price list in order to be able to enter the void transaction.

The solution decided by Costs consists in creating in SA&PI a generic price list (open price) for the pay per view movies. In this case the operator will have to enter manually the amount to be voided on a regular POS or using the appropriate SA&PI transaction.

No modifications preview for Allin.

4.3 Voucher

No voucher will be printed for pay-per-view sales by AITV.

No modifications preview for Allin.

Costa Crociere S.p.A.

AITV – Functional Requirements and SAPI Interface 6/8

5    Shore excursions

5.1 Record format

As in the generic record format there are no fields available to distinguish tickets for adults and for children, the solution is to use an hard coded item code (xxxA or xxxC) that SA&PI will encode.

It means that SA&PI will have to manage an AITV shore excursion code into its tables and convert the item code for sending / receiving data from / to AITV.

This will cause problems in SA&PI for Costa Atlantica (still using the non touch screen POS) for voiding AITV transactions because an alphanumeric code cannot be used on the POS. It means they will have to enter the void transaction from a SA&PI session.

No modifications preview for Allin.

5.2 Sold out

Costa will manage the sold out information sending to AITV the appropriate error message described in document B.

5.3 Shore excursions update

5.3.1    Table tour/excursions

Table TOUR contains following information:

Tour key, Port key, Short name, Long name, Adult price, Child price, Tour description, Duration key, exertion key, video filename.

Table EXCURSION contains following information:

Excursion key, Tour key, Status, Start date/time, Stop sale date/time, Adult item key, Children item key

The relationship between Tour and Excursion tables is one to many because one tour can contain multiple excursions leaving at different date and time. The video is supposed to be per tour.

No modifications preview for Allin.

Costa Crociere S.p.A.

AITV – Functional Requirements and SAPI Interface 7/8

5.3.2    Excursions description and video

In the record format described in document B the excursion description and the video to be used are information transferred from SA&PI to AITV. This means that the management of descriptions and video association has to be managed in SA&PI.

The language of the description and of the video will be managed by SA&PI and will be the passenger’s language or English.

No modifications preview for Allin.

5.3.3    Data upload

In the documentation looks that the Upload function will be activated only by an AITV request and that SA&PI can only send update record when needed.

This functionality is not yet implemented and the current documentation will be changed. In any case SA&PI will be able to initiate the transaction.

To be clarified by Allin

6    Generic issues

6.1 Currency change

The SA&PI system manages two different currencies, USD and EURO. Therefore the currency code must always been displayed on AITV associated with the generic item price.

Even if the upload of the price list is driven by SA&PI in order to update the currency code it is necessary to add a new message to the existing interface. Currently it is available only the possibilities of updating manually the currency code in AITV. Basically AITV doesn’t manage any currency but is displaying the amount contained in the price list with a standard currency symbol loaded into the system.

It means that Allin will have to:

• Modify the interface in order to receive and manage the new message

6.2 Ship time

Costa Crociere S.p.A.

•

AITV – Functional Requirements and SAPI Interface 8/8

It is a basic requirement that AITV can manage timetable changes accordingly with the ship itineraries.

Currently AITV doesn’t manage any time change and all the application is using the system time that is different from Costa standards.

It is needed to create a new message so that SA&PI will send the time change as it does for all the POS.

It means that Allin will have to:

• Modify the interface in order to receive and manage the new message. On receipt of the message Allin will have to change the system date of the server and of the clients.

6.3 Discounts and service surcharges

Those information are not part of the data transferred between SA&PI and AITV. The current version of AITV system doesn’t have the capability of managing discounts or surcharges.

Allin is obviously available to develop discount and surcharges management into AITV but it will be a long development for Costa only.

Costa decided to show through AITV the price from the regular price list and send back in the confirmation message from SA&PI the final price including discounts and surcharges. This solution implies to add a description field to the Purchase Response (success) containing the detailed amount.

It means that Allin will have to:

• Modify the interface in order to receive and manage the new field in the Response (success) message. On receipt of the message AITV will have to show the new amount to the passenger. This is valid for all products sold through AITV (at the moment shore excursion and pay-per-view movies)

Costa Crociere S.p.A.

EX-11

Exhibit 11

ALLIN CORPORATION

CALCULATION OF NET LOSS PER COMMON SHARE

(Dollars in thousands, except per share data)

	Three Months Ended September 30, 2001			Three Months Ended September 30, 2002		Nine Months Ended September 30, 2001			Nine Months Ended September 30, 2002
Income (loss) from continuing operations	$	256		$	200	$	(11,883	)	$	162
Loss from discontinued operations		85			11		665			15
Net income (loss)		171			189		(12,548	)		147
Accretion and dividends on preferred stock		167			173		491			509
Net income (loss) attributable to common shareholders	$	4		$	16	$	(13,039	)	$	(362	)
Earnings (loss) per common share from continuing operations attributable to common shareholders - basic and diluted	$	0.01		$	0.00	$	(1.78	)	$	(0.05	)
Loss per common share from discontinued operations - basic and diluted	$	(0.01	)	$	0.00	$	(0.09	)	$	0.00
Net loss per common share attributable to common shareholders - basic and diluted	$	0.00		$	0.00	$	(1.87	)	$	(0.05	)
Weighted average shares outstanding - basic and diluted		6,967,339			6,967,339		6,966,036			6,967,339

EX-99

Exhibit 99

Certification

I, Richard W. Talarico, as Chief Executive Officer of Allin Corporation (the “Company”), certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. to my knowledge, the Company’s report on Form 10-Q for the fiscal quarter ended September 30, 2002, as filed with the United States Securities and Exchange Commission (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. to my knowledge, the information in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

This Certification accompanies this Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed “filed” by the Company for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

November 13, 2002	/S/    RICHARD W. TALARICO
	Chief Executive Officer

Certification

I, Dean C. Praskach, as Chief Financial Officer of Allin Corporation (the “Company”), certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

3. to my knowledge, the Company’s report on Form 10-Q for the fiscal quarter ended September 30, 2002, as filed with the United States Securities and Exchange Commission (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

4. to my knowledge, the information in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

This Certification accompanies this Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 shall not be deemed “filed” by the Company for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

November 13, 2002	/S/    DEAN C. PRASKACH
	Chief Financial Officer