Exhibit 4.1

May 28, 2003
 
Allin Corporation
Allin Corporation of California
Allin Corporation of Pennsylvania, Inc.
Allin Interactive Corporation
Allin Digital Imaging Corp.
Allin Network Products, Inc.
Allin Holdings Corporation
381 Mansfield Ave., suite 400
Pittsburgh, PA
 
Dear Richard and Timothy:

         I am pleased to inform you that S & T Bank (hereinafter the “Bank”) has approved a $5,000,000 following financing request for Allin Corporation, Allin Corporation of California, Allin Corporation of Pennsylvania, Inc., Allin Interactive Corporation, Allin Digital Imaging Corp., Allin Network Products, Inc., Allin Holdings Corporation (hereinafter the “Borrower”). This offer is subject to the terms and conditions in the documents signed by the parties to evidence the loan transaction and includes, but is not limited to, the following terms and conditions:

Borrower:	Allin Corporation
	Allin Corporation of California
	Allin Corporation of Pennsylvania. Inc.
	Allin Interactive Corporation
	Allin Network Products, Inc.
	Allin Holdings Corporation
Amount:	$ 5,000,000
Rate:	Prime + 1
Repayment:	Interest monthly
Maturity Date:	9/30/04
Security:	1st lien UCC-1’s filed on all business assets.

Allin Corporation
May 29, 2003
Page 2

Guarantors:	None
Purpose:	To reaffirm the subject’s existing $5,000,000 asset-based line of credit
Conditions:	1.	Annual CPA audited financial statements on the borrower.
	2.	Monthly consolidated management prepared financial statements on the borrower.
	3.	Hazard insurance on the collateral with S&T Bank named as loss payee.
	4.	Borrowing base certificate with each advance and on a weekly basis.
	5.	Advances limited to 80% of eligible accounts receivable (0-60 days from date of invoice).
	6.	Monthly accounts aging schedule.
	7.	Minimum cash flow coverage ratio of 1.0 to 1.0.
	8.	Series C Preferred Stock dividends be allowed to accrue without payment.
	9.	The borrower will reimburse the Bank for all expenses in connection with the documentation, closing and collection of  this loan.
	10.	Borrower shall further provide any additional information that the Bank shall reasonably request.
	11.	Contingent upon receipt of an executed commitment letter and appropriate loan documents as determined by the Bank.

Allin Corporation
May 29, 2003
Page 3

                             The Borrower agrees to execute and deliver such instruments, documents, certificates, opinions, assurances, and actions as the Bank may request, to effect the purpose of the transaction described in this commitment letter. The Bank’s obligation to make the loan shall be subject to receipt by the Bank of properly executed documents in form and substance satisfactory to the Bank and Bank’s counsel. All proceedings, agreements, instruments, documents, and other matters relating to the making of the loan, and all other transactions herein contemplated, shall be satisfactory to the Bank and to Bank’s counsel. While our mutual efforts will be directed toward the closing of this transaction, we may require that the transaction be restructured or otherwise modified.

                             This commitment is issued in reliance on, and the validity and binding effect of this commitment shall be subject to, the accuracy of all information, representations, schedules, and other materials or data submitted by the Borrower on the Borrower’s financial standing and the financial standing of the principals of the Borrower as set forth in the financial statements and other information submitted by the Borrower to the Bank and in reliance on the Borrower’s statements as to the value of the Collateral and its intended usage, all of which is deemed material. Any misrepresentation of a material fact, whether intentional or otherwise, made prior to issuance of this commitment or any change of any material fact (in the business, assets, operations, or conditions, financial or otherwise, of Borrower and/or any other party guarantying or pledging collateral on behalf of the Borrower) after the issuance hereof shall, at the Bank’s sole option, render this commitment void without further notice to the Borrower. In such event, the Bank, at its sole option, may elect not to close the loan.

                             If the terms of this loan are satisfactory, please sign, date and return the enclosed copy of this letter in the envelope provided. This commitment is effective for thirty (30) days from the date of this letter. This offer will expire if we have not closed the loan within ninety (90) days of the commitment letter date. If you have any questions or desire clarification on the conditions, please give me a call at (724) 465-1430.

                             This commitment cannot be assigned to any other party without the express written consent of S&T Bank.

                             I appreciate the opportunity to be of service to you and look forward to a mutually beneficial relationship.

Sincerely,

/s/ DAVID G. ANTOLIK

David G. Antolik
Senior Vice President

DGA/mam

Allin Corporation
May 29,
2003 Page 4

                             Agreed to this 31st day of July, 2003 with the intent of being legally bound; the undersigned hereby accepts the foregoing Commitment and agrees to the terms and conditions here.

	Allin Corporation Allin Corporation of California Allin Corporation of Pennsylvania, Inc. Allin Interactive Corporation Allin Network Products, Inc. Allin Holdings Corporation
By:	/s/ RICHARD W. TALARICO
	Richard W. Talarico, Chairman & CEO
By:	/s/ DEAN C. PRASKACH