Exhibit 10.1

LOGO



CHANGE IN TERMS AGREEMENT



|          |  |                                          |  |         |  |                    
|--------- |  | ---------------------------------------- |  | ------- |  | -------------------
|Borrower: |  | ALLIN CORPORATION; ALLIN INTERACTIVE;    |  | Lender: |  | S&T Bank           
|          |  | CORPORATION; ALLIN CORPORATION OF        |  |         |  | Main Office        
|          |  | CALIFORNIA D/B/A ALLIN CONSULTING; ALLIN |  |         |  | PO Box 190         
|          |  | NETWORK PRODUCTS, INC.; ALLIN HOLDINGS   |  |         |  | 800 Philadelphia St
|          |  | CORPORATION; and ALLIN CONSULTING OF     |  |         |  | Indiana, PA 15701  
|          |  | PENNSYLVANIA, INC.                       |  |         |  | (800) 325-2265     
|          |  | 381 MANSFIELD AVE SUITE 400              |  |         |  |                    
|          |  | PITTSBURGH, PA 15220-2751                |  |         |  |                    



|                                |  |                      |  |                                
|------------------------------- |  | -------------------- |  | -------------------------------
|Principal Amount: $5,000,000.00 |  | Initial Rate: 5.000% |  | Date of Agreement: May 25, 2004



DESCRIPTION OF EXISTING
INDEBTEDNESS. A revolving line of credit Promissory Note dated October 1, 1998, as amended, in the original maximum available principal amount of Five Million & 00/100 Dollars (5,000,000.00), together with a variable interest rate of S&T
Bank Prime plus 1.000% per annum and a current maturity date of September 30, 2004.



DESCRIPTION OF COLLATERAL. Loan and Security Agreement, as amended, and UCC-1 Financing Statements filed on collateral, which is referenced hereby, and as is more fully described in the Loan and Security Agreement dated October 1,
1998.



DESCRIPTION OF CHANGE IN TERMS. Extend the maturity date to
September 30, 2005.



PROMISE TO PAY. ALLIN CORPORATION; ALLIN INTERACTIVE
CORPORATION; ALLIN CORPORATION OF CALIFORNIA D/B/A ALLIN CONSULTING; ALLIN NETWORK PRODUCTS, INC.; ALLIN HOLDINGS CORPORATION; and ALLIN CONSULTING OF PENNSYLVANIA, INC. (Borrower) jointly and severally promise to pay to S&T Bank
(Lender), or order, in lawful money of the United States of America, the principal amount of Five Million & 00/100 Dollars ($5,000,000.00) or so much as may be outstanding, together with interest on the unpaid outstanding principal
balance of each advance. Interest shall be calculated from the date of each advance until repayment of each advance.



PAYMENT. Borrower will pay this loan on demand. Payment in full is due immediately upon Lenders demand. If no demand is made, Borrower will pay this loan in one
payment of all outstanding principal plus all accrued unpaid interest on September 30, 2005. In addition, Borrower will pay regular monthly payments of all accrued unpaid interest due as of each payment date, beginning June 30, 2004, with all
subsequent interest payments to be due on the same day of each month after that. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid interest; then to principal; then to any unpaid collection
costs; and then to any late charges. Interest on this Agreement is computed on a 365/360 simple interest basis; that is, by applying the ratio of the annual interest rate over a year of 360 days, multiplied by the outstanding principal balance,
multiplied by the actual number of days the principal balance is outstanding. Borrower will pay Lender at Lenders address shown above or at such other place as Lender may designate in writing.



VARIABLE INTEREST RATE. The interest rate on this Agreement is subject to change from
time to time based on changes in an index which is Lenders Prime Rate (the Index). This is the rate Lender charges, or would charge, on 90-day unsecured loans to the most creditworthy corporate customers. This rate may or may not
be the lowest rate available from Lender at any given time. Lender will tell Borrower the current Index rate upon Borrowers request. The interest rate change will not occur more often than each day. Borrower understands that Lender may make
loans based on other rates as well. The Index currently is 4.000% per annum. The interest rate to be applied to the unpaid principal balance of the Note will be at a rate of1.000 percentage point over the Index, resulting in an initial
rate of 5.000% per annum. NOTICE: Under no circumstances will the interest rate on the Note be more than the maximum rate allowed by applicable law.



PREPAYMENT. Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in
writing, relieve Borrower of Borrowers obligation to continue to make payments of accrued unpaid interest. Rather, early payments will reduce the principal balance due. Borrower agrees not to send Lender payments marked paid in
full, without recourse, or similar language. If Borrower sends such a payment, Lender may accept it without losing any of Lenders rights under this Agreement, and Borrower will remain obligated to pay any further amount owed
to Lender. All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes payment in full of the amount owed or that is tendered with other conditions
or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: S&T Bank, Loan Servicing Center, PO Box 469 Indiana, PA 15701.



LATE CHARGE. If a payment is 16 days or more late, Borrower will be charged 5.000% of the regularly scheduled payment or $20.00, whichever is greater.



INTEREST AFTER DEFAULT. Upon default, including failure to pay upon
final maturity, Lender, at its option, may, if permitted under applicable law, increase the variable interest rate on this Agreement to 4.000 percentage points over the index. The interest rate will not exceed the maximum rate permitted by
applicable law. If judgment is entered in connection with this Agreement, interest will continue to accrue on this Agreement after judgment at the interest rate applicable to this Agreement at the time judgment is entered.



DEFAULT. Each of the following shall constitute an event of default under this
Agreement:



Payment Default. Borrower fails to make any payment when due
under the indebtedness.



Other Defaults. Borrower fails to comply with
or to perform any other term, obligation, covenant or condition contained in this Agreement or in any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between
Lender and Borrower.



Default in Favor of Third Parties. Borrower
defaults under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Borrowers property or Borrowers ability to
perform Borrowers obligations under this Agreement or any of the Related Documents.



False Statements. Any warranty, representation or statement made or furnished to Lender or Borrower or on Borrowers behalf under this Agreement or Related Documents is false or misleading in any material
respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter.



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CHANGE IN TERMS AGREEMENT

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Insolvency. The dissolution or
termination of the Borrowers existence as a going business, the insolvency of Borrower, the appointment of a receiver for any part of the Borrowers property, any assignment for the benefit of creditors, any type of creditor workout, or
the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower.



Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession
or other method, by any creditor of Borrower or by any governmental agency against any collateral securing the indebtedness. This includes a garnishment of any of Borrowers accounts, including deposit accounts, with Lender. However, this Event
of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or
forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute.



Events Affecting Guarantor. Any of the preceding events occurs with
respect to any guarantor, endorser, surety, or accommodation party of any of the Indebtedness or any guarantor, endorser, surety, or accommodation party dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any
Guaranty of the indebtedness evidenced by this Note.



Change in Ownership. Any change in ownership of twenty-five percent (25%) or more of the common stock of Borrower.



Adverse Change. A material adverse change occurs in Borrowers financial condition, or Lender believes the prospect of payment or performance
of the Indebtedness is impaired.



Insecurity. Lender in
good faith believes itself insecure.



LENDERS RIGHTS. Upon
default, Lender may, after giving such notices as required by applicable law, declare the entire unpaid principal balance on this Agreement and all accrued unpaid interest immediately due, and then Borrower will pay that amount.



ATTORNEYS FEES; EXPENSES. Lender may hire or pay someone else to help collect
this Agreement if Borrower does not pay. Borrower will pay Lender that amount. This includes, subject to any limits under applicable law, Lenders attorneys fees and Lenders legal expenses, whether or not there is a lawsuit,
including attorneys fees, expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), and appeals. If not prohibited by applicable law, Borrower will also pay any court costs, in addition to
all other sums provided by law.



JURY WAIVER. Lender and Borrower hereby
waive the right to any jury trial In any action, proceeding, or counterclaim brought by either Lender or Borrower against the other.



GOVERNING LAW. This Agreement will be governed by, construed and enforced In accordance with federal law and the laws of the Commonwealth of Pennsylvania. This
Agreement has been accepted by Lender In the Commonwealth of Pennsylvania.



CHOICE OF VENUE.If there is a lawsuit, Borrower agrees upon Lenders request to submit to the jurisdiction of the courts of Indiana County, Commonwealth of Pennsylvania.



RIGHT OF SETOFF.. To the extent permitted by applicable law, Lender reserves a right
of setoff in all Borrowers accounts with Lender (whether checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However, this does not
include any IRA or Keough accounts, or any trust accounts for which setoff would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the debt against any and all such
accounts.



LINE OF CREDIT.This Agreement evidences a revolving line of
credit. Advances under this Agreement may be requested orally by Borrower or by Borrower or as provided in this paragraph. Lender may, but need not, require that all oral requests shall be confirmed in writing. All communications, instructions, or
directions by telephone or otherwise to Lender are to be directed to Lenders office shown above. The following person is currently authorized to request advances and authorize payments under the line of credit until Lender receives from
Borrower, at Lenders address shown above, written revocation of his or her authority: Dean C. Praskach. Borrower agrees to be liable for all sums either: (A) advanced in accordance with the instructions of an authorized person or (B)
credited to any of Borrowers accounts with Lender. The unpaid principal balance owing on this Agreement at any time may be evidenced by endorsement on this Agreement or by Lenders internal records, including daily computer print-outs.
Lender will have no obligation to advance funds under this Agreement if: (A) Borrower or any guarantor is in default under the terms of this Agreement or any agreement that Borrower or any guarantor has with Lender, including any agreement made in
connection with the signing of this Agreement; (B) Borrower or any guarantor ceases doing business or is insolvent; (C) any guarantor seeks, claims or otherwise attempts to limit, modify or revoke such guarantors guarantee of this Agreement or
any other loan with Lender; (D) Borrower has applied funds provided pursuant to this Agreement for purposes other than those authorized by Lender; or (E) Lender in good faith believes itself insecure.



CONTINUING VALIDITY.Except as expressly changed by this Agreement, the terms of the
original obligation or obligations, including all agreements evidenced or securing the obligation(s), remain unchanged and in full force and effect. Consent by Lender to this Agreement does not waive Lenders right to strict performance of the
obligations) as changed, nor obligate Lender to make any future change in terms. Nothing in this Agreement will constitute a satisfaction of the obligation(s). It is the intention of Lender to retain as liable parties all makers and endorsers of the
original obligation(s), including accommodation parties, unless a party is expressly released by lender in writing. Any maker or endorser, including accommodation makers, will not be released by virtue of this Agreement. If any person who signed the
original obligation does not sign this Agreement below, then all persons signing below acknowledge that this Agreement is given conditionally, based on the representation to Lender that the nonsigning party consents to the changes and
provisions of this Agreement or otherwise will not be released by it. This waiver applies not only to any initial extension, modification or release, but also to all such subsequent actions.



LETTER OF CREDIT AVAILABILITY. In addition to the terms previously set forth,
availability under the Note shall be reduced by the amount of any outstanding documentary or standby Letters of Credit issued by the Lender for he Borrowers account. Letters of Credit issued under this line of credit must be issued with an
expiration date prior to the maturity date of the Note. Letters of Credit issued for the Borrower which are presented for payment prior to the maturity date of the Note shall be funded by an advance from the line of credit as evidenced by the Note.
If not sooner paid, all Letters of Credit presented for payment and funded by an advance from the line of credit shall be due and payable upon the maturity date of the Note.



PRIOR NOTE. This Change in Terms is an amended and restated renewal of the Revolving Credit Note in the original principal amount of
$5,000,000.00 from Allin Communications Corporation, a Delaware corporation, Allin Interactive Corporation, a Delaware corporation, Allin Digital Imaging Corp., a Delaware corporation, Kent Consulting Group, Inc., a California corporation, Netright,
Inc., a California corporation, Allin Holdings Corporation, a Delaware corporation, and KCS Computer Services, Inc., a Pennsylvania corporation to S&T Bank dated October 1, 1998. This Change in Terms is intended to amend and restate, and is not
intended to be in substitution for or a novation of the Revolving Credit Note dated October t, 1998.



SUCCESSOR INTERESTS. The terms of this Agreement shall be binding on the Borrower, and upon Borrowers heirs, personal representatives, successors, and assigns, and shall be enforceable by Lender and its
successors and assigns.



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CHANGE IN TERMS AGREEMENT

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MISCELLANEOUS PROVISIONS.This Agreement is payable on
demand. The inclusion of specific default provisions or rights of Lender shall not preclude Lenders right to declare payment of this Agreement on its demand. Lender may delay or forgo enforcing any of its rights or remedies under this
Agreement without losing them. Each Borrower understands and agrees that, with or without notice to Borrower, Lender may with respect to any other Borrower (a) make one or more additional secured or unsecured loans or otherwise extend additional
credit; (b) alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms any indebtedness, including increases and decreases of the rate of interest on the indebtedness; (c) exchange,
enforce, waive, subordinate, fail or decide not to perfect, and release any security, with or without the substitution of new collateral; (d) apply such security and direct the order or manner of sale thereof, including without limitation, any
non-judicial sale permitted by the terms of the controlling security agreements, as Lender in its discretion may determine; (e) release, substitute, agree not to sue, or deal with any one or more of Borrowers sureties, endorsers, or other
guarantors on any terms or in any manner Lender may choose; and (f) determine how, when and what application of payments and credits shall be made on any other indebtedness owing by such other Borrower. Borrower and any other person who signs,
guarantees or endorses this Agreement, to the extent allowed by law, waive presentment, demand far payment, protest and notice of dishonor. Upon any change in the terms of this Agreement, and unless otherwise expressly stated in writing, no party
who signs this Agreement, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this loan, or release any party
or guarantor or collateral; or impair, fail to realize upon or perfect Lenders security interest in the collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone. All such parties also agree
that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification is made. The obligations under this Agreement are joint and several. If any portion of this Agreement is for any reason
determined to be unenforceable, it will not affect the enforceability of any other provisions of this Agreement.



CONFESSION OF JUDGMENT.BORROWER HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF
PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR BORROWER AFTER A DEFAULT UNDER THIS AGREEMENT, AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER JUDGMENT AGAINST BORROWER FOR THE ENTIRE PRINCIPAL BALANCE OF THIS AGREEMENT AND ALL ACCRUED
INTEREST, LATE CHARGES, AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THE INDEBTEDNESS, TOGETHER WITH COST OF SUIT, AND AN ATTORNEYS COMMISSION OF TEN PERCENT (10%) OF THE UNPAID PRINCIPAL BALANCE
AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS ($500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS AGREEMENT OR A COPY OF THIS AGREEMENT VERIFIED BY
AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS AGREEMENT TO CONFESS JUDGMENT AGAINST BORROWER SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL
OF ALL AMOUNTS DUE UNDER THIS AGREEMENT. BORROWER HEREBY WAIVES ANY RIGHT BORROWER MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS
CONFESSION OF JUDGMENT PROVISION TO BORROWERS ATTENTION OR BORROWER HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL.



CONTINUED ON NEXT PAGE



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CHANGE IN TERMS AGREEMENT

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PRIOR TO SIGNING THIS AGREEMENT, EACH BORROWER READ AND
UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. EACH BORROWER AGREES TO THE TERMS OF THE AGREEMENT.



THIS AGREEMENT IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS AGREEMENT IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW.



BORROWER:



|                                                       |  |                                                       
|------------------------------------------------------ |  | ------------------------------------------------------
|ALLIN CORPORATION                                     
|                                                       | 
|By:                                                    |  | /s/ Dean C.
Praskach (Seal)                           
|                                                       |  | Dean C. Praskach, VP/Finance Sec/Treasurer of         
|                                                       |  | ALLIN CORPORATION                                     
|                                                      
|ALLIN INTERACTIVE CORPORATION                         
|                                                       | 
|By:                                                    |  | /s/ Dean C.
Praskach (Seal)                           
|                                                       |  | Dean C. Praskach, VP/Finance Sec/Treasurer of         
|                                                       |  | ALLIN INTERACTIVE CORPORATION                         
|                                                      
|ALLIN CORPORATION OF CALIFORNIA D/B/A ALLIN CONSULTING
|                                                       | 
|By:                                                    |  | /s/ Dean C.
Praskach (Seal)                           
|                                                       |  | Dean C. Praskach, VP/Finance Sec/Treasurer of         
|                                                       |  | ALLIN CORPORATION OF CALIFORNIA D/B/A ALLIN CONSULTING
|                                                      
|ALLIN NETWORK PRODUCTS, INC.                          
|                                                       | 
|By:                                                    |  | /s/ Dean C.
Praskach (Seal)                           
|                                                       |  | Dean C. Praskach, VP/Finance Sec/Treasurer of         
|                                                       |  | ALLIN NETWORK PRODUCTS, INC.                          
|                                                      
|ALLIN HOLDINGS CORPORATION                            
|                                                       | 
|By:                                                    |  | /s/ Dean C.
Praskach (Seal)                           
|                                                       |  | Dean C. Praskach, VP/Finance Sec/Treasurer of         
|                                                       |  | ALLIN HOLDINGS CORPORATION                            
|                                                      
|ALLIN CONSULTING OF PENNSYLVANIA, INC.                
|                                                       | 
|By:                                                    |  | /s/ Dean C.
Praskach (Seal)                           
|                                                       |  | Dean C. Praskach, VP/Finance Sec/Treasurer of         
|                                                       |  | ALLIN CONSULTING OF PENNSYLVANIA, INC.