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                                                                     Exhibit 4.6

                              AMENDED AND RESTATED
                                 PROMISSORY NOTE


$2,000,000                                                      November 6, 1998


     FOR VALUE RECEIVED, ALLIN COMMUNICATIONS CORPORATION, a Delaware
corporation ("Payor"), promises to pay to Les Kent ("Payee"), at such place as
Payee may from time to time appoint in writing, in lawful money of the United
States of America, the principal sum of TWO MILLION DOLLARS ($2,000,000).

     The principal amount of this Promissory Note shall be due and payable in
two (2) equal installments of One Million Dollars ($1,000,000) each, the first
installment to be paid on April 15, 2000, and the second installment to be paid
on October 15, 2000 (with April 15, 2000 and October 15, 2000 being referred to
herein as the "Principal Payment Dates"); provided, however, that Payor may at
its option, from time to time, defer the payment of principal on this Note to a
date or dates selected by Payor, provided, however, that all principal is due
and payable in full by April 15, 2005.

     The outstanding principal balance under this Note shall bear interest at a
rate of seven percent (7%) per annum, compounded quarterly. Interest began to
accrue on the principal amount of this Note on November 6, 1996 and shall
continue to accrue until all principal under this Note has been paid in full.
Interest shall be due and payable on each date on which a principal payment is
made hereunder; provided, however, that unless Payor is prohibited from doing so
by any Lender to Payor, Payor will make quarterly payments of interest
("Quarterly Interest Payments") to Payee on each April 15, July 15, October 15
and January 15, commencing April 15, 2000 ("Quarterly Interest Payment Dates").

     Payor, at its option, may prepay this Note, in whole or in part, with
interest accrued to date at any time without penalty or premium.

     If any amount under this Note is not paid when due, (i) Payee shall have
all of the rights and remedies provided by any applicable law, rule or
regulation and (ii) Payee will be entitled to recover (a) interest on the unpaid
amount at a rate per annum equal to 9% per annum, from the date such amount was
due until paid and (b) reasonable costs of collection (including reasonable
attorneys' fees); provided, however, that if any lender to Payor prohibits Payor
from making Quarterly Interest Payments, interest payments will not be due on
the Quarterly Interest Payment Dates. Furthermore, if Payor elects to defer the
Principal Payment Dates, principal and interest shall not be due on the
Principal Payment Dates.

     No delay on the part of Payee in the exercise of any power or right under
this Note shall operate as a waiver thereof, nor shall a single or partial
exercise of any power or right preclude other or further exercise thereof or
exercise of any other power or right.

     Payor, its successors or assigns, and all persons liable for the payment of
this Note waive presentment for payment, demand, protest, and notice of demand,
protest, and nonpayment, and consent to any and all renewals, extensions or
modifications that might be made by Payee as to the time of payment of this Note
from time to time.

     This Note shall be governed by the laws of the Commonwealth of Pennsylvania
without regard to principles of conflicts of laws.

     Time is of the essence with respect to all of Payor's obligations and
agreements under this Note.
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     IN WITNESS WHEREOF, Payor has caused this Note to be signed the date first
above written.


                                     ALLIN COMMUNICATIONS CORPORATION



                                     By: /s/ Richard W. Talarico
                                         ---------------------------------
                                         Richard W. Talarico
                                         Chief Executive Officer