SECURITIES AND EXCHANGE COMMISSION
                            Washington D. C. 20549

                            ----------------------

                                 FORM 10-QSB

                  QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

               FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2001

                       COMMISSION FILE NUMBER:  0-30983

                             ADVANT-E CORPORATION
                             --------------------
                (Name of Small Business Issuer in its Charter)

      DELAWARE                                   88-0339012
      --------                                   ----------
(State or other jurisdiction of               (I.R.S. Employer
incorporation or organization)               Identification No.)

                                1619 MARDON DR.
                               DAYTON, OH 45432
                      ---------------------------------
                   (Address of principal executive offices)

                                 937-429-4288
                      ---------------------------------
               (Issuer's telephone number, including area code)

Check whether the issuer:  (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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.
                                                             Yes [X] No [ ]


As of November 14, 2001, the issuer had 5,661,002 outstanding shares of Common
Stock, $.001 Par Value.

Transitional Small Business Disclosure Format:               Yes [ ] No [X]










PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ADVANT-E CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>

                                                September    December
                                                    30,         31,
                                                   2001        2000
                                                (Unaudited)

                 ASSETS

<S>                                                <C>        <C>
CURRENT ASSETS
  Cash and cash equivalents                        154,312     56,457
  Accounts receivable, net                          67,384     63,846
  Deferred income taxes                             27,634     36,762
  Prepaid expenses                                 108,033      6,153
                                                   -------    -------
   Total current assets                            357,363    163,218

SOFTWARE DEVELOPMENT COSTS, net                    419,526    267,358
PROPERTY AND EQUIPMENT, net of accumulated
    depreciation of $146,337 at September
    30, 2001 and $124,682 at December
    31, 2000                                        64,376     53,511

OTHER ASSETS
  Deferred income taxes                             54,869     39,036
                                                   -------    -------
   Total assets                                    896,134    523,123
                                                   =======    =======

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable                                 169,573     93,578
  Accrued expenses                                  63,606     23,738
  Deferred revenue                                 137,176    185,959
  Bank notes and convertible subordinated
    notes payable                                  451,927    117,202
  Notes payable to shareholder                      45,000          -
                                                  --------    -------
   Total current liabilities                       867,282    420,477
                                                   -------    -------

SHAREHOLDERS' EQUITY
  Common stock, $.001 par value; 20,000,000
    shares authorized; 5,661,002 issued and
    outstanding at September 30, 2001 and
    5,613,834 at December 31, 2000	                 5,661      5,613
  Paid-in capital                                  426,507    376,557
  Retained earnings deficit                       (403,316)  (279,524)
                                                  --------   --------
   Total shareholders' equity                       28,852    102,646
                                                  ---------  --------
   Total liabilities and shareholders' equity      896,134    523,123
                                                  =========  ========

The accompanying notes are an integral part of the financial statements.

</TABLE>


ADVANT-E CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

<TABLE>
<CAPTION>

                                 Three Months Ended  Nine Months Ended
                                   September 30,       September 30,
                                  2001       2000      2001     2000
                                  ----       ----      ----     ----
<S>                             <C>       <C>       <C>       <C>
REVENUES
  Product sales, license fees,  325,132   224,711   778,969   588,890
    and transaction fees
  Other income                        -       754     5,926     9,176
                                -------   -------   -------   -------
     Total revenues             325,132   225,465   784,895   598,066
                                -------   -------   -------   -------
OPERATING EXPENSES
  Cost of sales                  30,335     1,826    35,201    16,228
  Salaries and benefits         159,814   140,256   555,983   567,054
  General and administrative     81,654    67,971   210,694   226,664
  Depreciation                    8,837    10,824    21,655    21,878
  Amortization                   27,945    33,295    70,351    75,701
  Bad debt expense (recovery)         -   (10,000)        -    25,000
  Interest                        8,644     4,984    21,508    16,857
                                -------   -------  --------   -------
     Total operating expenses   317,229   249,156   915,392   949,382
                               --------  --------   -------   -------
INCOME (LOSS) BEFORE TAXES        7,903   (23,691) (130,497) (351,316)


INCOME TAXES (BENEFIT)            1,581         -    (6,705)  (84,656)
                                -------  --------  --------  --------

NET INCOME (LOSS)                 6,322   (23,691) (123,792) (266,660)
                               ========  ========  ========  ========


EARNINGS (LOSS) PER SHARE

  Basic                             0.00     (0.00)    (0.02)  (0.05)
                                   ======    ======    ======  ======
  Diluted                           0.00     (0.00)    (0.02)  (0.05)
                                   ======    ======    ======  ======
AVERAGE SHARES OUTSTANDING

  Basic                         5,661,002 5,474,151 5,631,544 5,410,400
                                ========= ========= ========= =========
  Diluted                       5,661,002 5,661,173 5,631,544 5,661,173
                                ========= ========= ========= =========


The accompanying notes are an integral part of the financial statements.

</TABLE>


ADVANT-E CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

<TABLE>
<CAPTION>

                                                   Nine Months Ended
                                                     September 30,
                                                      2001     2000
                                                      ----     ----
<S>                                               <C>       <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                          (123,792) (266,660)
  Adjustments to reconcile net loss to cash
  used in operating activities:
      Depreciation                                  21,655    21,878
      Amortization                                  70,351    75,701
      Deferred income tax benefit                   (6,705)  (76,703)
  Increase (decrease) in cash arising from
  changes in assets and liabilities:
      Accounts receivable                           (3,538)   (1,647)
      Prepaid expenses                            (101,880)    4,664
      Accounts payable                              75,995   (19,000)
      Accrued expenses                              39,868    21,798
      Deferred revenue                             (48,783)   36,206
                                                  --------  --------
Net cash used in operating activities              (76,829) (203,763)
                                                  --------  --------

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchases of equipment                           (32,520)  (19,429)
  Software development costs capitalized          (222,519)  (95,121)
                                                  --------   -------
Net cash used in investing activities             (255,039) (114,550)
                                                  --------   -------

CASH FLOWS FROM FINANCING ACTIVITIES
  Borrowings on bank notes, convertible notes
  and shareholder notes payable                    411,265    67,358
  Payments on notes                                (31,540)  (65,112)
                                                   -------  --------
                                                   379,725     2,246
  Proceeds from sale of common stock                49,998   199,823
                                                   -------   -------
Net cash provided by financing activities          429,723   202,069
                                                   -------   -------
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS                                         97,855  (116,244)
  Cash and cash equivalents, beginning of period    56,457   233,086
                                                  --------  --------
CASH AND CASH EQUIVALENTS, END OF PERIOD           154,312   116,842
                                                  ========  ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW ITEMS
  Interest paid                                     14,630    16,857
                                                  ========   =======
  Income tax (refund)                                         (7,953)
                                                             =======

The accompanying notes are an integral part of the financial statements.

</TABLE>


ADVANT-E CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED)

<TABLE>
<CAPTION>

                              Common Stock                 Retained
                            -----------------     Paid-in  Earnings
                             Shares    Amount     Capital  (Deficit)    Total
                            ---------  ------    --------  --------     ------
<S>                         <C>         <C>      <C>       <C>        <C>
Balance December 31,1999    5,378,173   5,378     890,480  (642,579)   253,279

  Net loss                                                 (400,456)  (400,456)
  Issuance of common stock    235,661     235     249,588              249,823
  Reorganization deficit
    reclassification                             (763,511)  763,511
                            ----------  -----    --------- ---------  ---------

Balance December 31, 2000   5,613,834   5,613     376,557  (279,524)   102,646

  Net loss                                                 (123,792)  (123,792)
  Issuance of common stock     47,168      48      49,950               49,998
                           ----------  ------   --------- ---------   ---------

Balance September 30, 2001  5,661,002   5,661     426,507  (403,316)    28,852
                            =========   =====     =======  =========   ========

The accompanying notes are an integral part of the financial statements.

</TABLE>


ADVANT-E CORPORATAION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1 - BASIS OF PRESENTATION, ORGANIZATION AND OTHER MATTERS

Nature of Operations

Advant-e Corporation through its wholly-owned subsidiary, Edict Systems, Inc.
(collectively the "Company"), develops and markets electronic data interchange
and electronic commerce software products and services that enable its
customers to send and receive business documents electronically in standard and
proprietary formats.  Customers consist of businesses across a number of
industries throughout the United States.

Principles of Consolidation

The consolidated financial statements include the accounts of Advant-e
Corporation and its wholly-owned subsidiary, Edict Systems, Inc.
Intercompany accounts and transactions are eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America 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 revenues and expenses during the reporting period.  Actual
results could differ from those estimates.

Cash Equivalents

The Company classifies as cash equivalents all highly liquid investments
with original maturities of three months or less.

Accounts Receivable

Accounts receivable are reported net of the allowance for uncollectible
accounts.  The allowance for uncollectible accounts was $21,000 at September
30, 2001 and $21,000 at December 31, 2000.

Software Development Costs

The Company accounts for the costs of computer software that it sells,
leases and markets as a separate product in accordance with FASB Statement No.
86, "Accounting for the Costs of Computer Software to be Sold, Leased or
Otherwise Marketed."  Such costs are reported at the lower of unamortized cost
or net realizable value.

The Company accounts for the costs of computer software that it develops for
internal use and costs associated with operation of its products and services
in accordance with the AICPA Statement of Position ("SOP") 98-1, "Accounting
for the Costs of Computer Software Developed or Obtained for Internal Use".
Such costs that are capitalized are amortized by the straight-line method over
the remaining estimated economic lives of the software product, which presently
are three years.  Under SOP 98-1, overhead, general and administrative and
training costs are not capitalized.

Total capitalized software costs amounted to $657,256 at September 30, 2001 and
$434,737 at December 31, 2000, and the related accumulated amortization was
$237,730 and $167,379, respectively.  The ongoing assessment of recoverability
of capitalized software development costs requires considerable judgment by
management with respect to certain external factors, including, but not limited
to, anticipated future revenues, estimated economic life and changes in
software and hardware technologies.  Impairment of asset value is considered
whenever events or changes in circumstances indicate that the carrying amount
of an asset may not be recoverable.

Property and Equipment

Property and equipment are carried at cost.  Costs of normal maintenance and
repairs are charged to expense as incurred.  Impairment of asset value is
considered whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable.  Depreciation is provided
using accelerated methods for financial reporting purposes at rates based on
useful lives of five to seven years.  Depreciation expense was $21,655 and
$21,878 for the nine months ended September 30, 2001 and 2000, respectively.

Revenue Recognition

Revenue from product sales are recorded when the product is shipped and the
services are performed. Ongoing license fees are recognized ratably over the
contract period.  Transaction fees from electronic commerce services are
recognized upon completion of services rendered.

Deferred Income Taxes

Deferred income taxes are provided for temporary differences in recognition of
assets and liabilities for financial statements and for income tax purposes.
Deferred income taxes are also provided to recognize future tax benefits of tax
credits and net operating loss carryforwards, to the extent realization of such
benefits is more likely than not.

Segment Reporting

SFAS No. 131, "Disclosure about Segments of an Enterprise and Related
Information" established standards for the reporting and disclosure of
information about operating segments for public businesses.  The Company's
business is comprised of one segment--the development and sale of electronic
data interchange and electronic commerce software products and services.

NOTE 2 - BUSINESS COMBINATION

On April 10, 2000, Advant-e Corporation (Advant-e) (formerly Twilight
Productions, Ltd.) and Edict Systems, Inc. (Edict) entered into a merger
agreement. The merger agreement provides for a business combination between
Advant-e in which Edict became a wholly owned subsidiary of Advant-e.  Under
the terms of the merger, Edict's issued and outstanding shares were exchanged
for 4,359,000 Advant-e's shares.

In connection with the merger described above, Advant-e assigned all rights,
title and interest in and to the two films it had produced to Chaverim
Productions, Ltd., an entity owned by the former officers and directors of
Advant-e, in exchange for Advant-e's release from any and all obligations and
liabilities arising from the production of the films.

As part of the merger, Advant-e entered into an agreement with HFG, a financial
services provider, whereby HFG agreed to provide services to Advant-e in
support of the Merger and post-merger services relating to public relations,
investor relations, and assisting with regulatory filing requirements.  HFG was
compensated for these services by the issuance of 400,000 shares of Advant-e's
common stock.

On April 10, 2000, the Company entered into a Stock Purchase Agreement with HFG
and Art Howard Beroff ("Beroff"), a former director and officer of Twilight
Productions, Lt.  prior to the merger.  HFG and Beroff or their assignees or
designees completed this agreement and purchased 282,829 of the Company's
common shares at a price of approximately $1.06 per share, for an aggregate
purchase price of $299,821. This offering was made pursuant to Rule 506 and
Section 4(2) of the Securities Act of 1933.

The merger has been accounted for as a pooling of interests and, accordingly,
all prior period consolidated financial statements presented herein have been
restated to include the combined results of operations, financial position and
cash flows of Advant-e.   For Federal income tax purposes, the merger was
accounted for as a tax free reorganization.

The following information presents certain income statement data of the
separate companies for the periods preceding the merger:

                      Three Months Ended  Year Ended December 31,
                        March 31, 2000        1999       1998
                        --------------        ----       ----

Net sales
  Edict Systems             199,043         815,197     675,056
  Advant-e                        -               -           -
                            -------         -------     -------
                            199,043         815,197     675,056
                            =======         =======     =======
Net income (loss)
  Edict Systems             (81,503)        (46,692)      1,422
  Advant-e                  (13,515)       (388,084)    (96,912)
                            --------       ---------    --------
                            (95,018)       (434,776)    (95,490)
                            ========       =========    ========


In connection with the merger, the $763,511 cumulative loss resulting from the
defunct entity's film production activity (the former Twilight Productions) was
removed from the retained earnings deficit at December 31, 2000 and charged
against paid-in capital.  The remaining retained earnings deficit at September
30, 2001 of $403,316 represents the cumulative loss from ongoing operations of
the Company.


NOTE 3 - RELATED PARTY TRANSACTIONS

The Company leases its office space from the majority shareholder of the
Company.  This space is leased on a month-to-month basis for $3,000 per month.
Lease payments made under this agreement were $27,000 in both the nine months
ended September 30, 2001 and 2000, respectively. The lease requires the Company
to pay all expenses related to the office space, including the real estate
taxes, which were $2,975 and $3,522 in the nine months ended September 30, 2001
and 2000, respectively.


NOTE 4 - BANK NOTES, CONVERTIBLE SUBORDINATED NOTES AND NOTES PAYABLE TO
         SHAREHOLDER

The Company has a $35,000 commercial bank note payable that accrues interest on
the outstanding borrowings at the bank's prime rate plus two percent (8.5% at
September 30, 2001).  Outstanding borrowings under this agreement were $34,158
at September 30, 2001 and $28,807 at December 31, 2000.  The loan is due in its
entirety on April 23, 2002.  The majority shareholder has personally guaranteed
this loan that is also collateralized by substantially all the Company's
assets.

The Company has a $112,547 commercial bank note payable that accrues interest
on the outstanding borrowings at the Bank's prime rate plus one and one-half of
one percent (8.0% at September 30, 2001).  Outstanding borrowings under this
agreement were $92,769 at September 30, 2001 and  $88,395 at December 31, 2000.
The loan is payable in six monthly installments of $10,000 plus interest to
January 31, 2002 and a final payment of $52,769 plus interest on February 28,
2002.  The majority shareholder has personally guaranteed this loan that is
collateralized by substantially all the Company's assets.  Another shareholder
has personally guaranteed a portion of this loan in the amount of $50,000.

The Company received $75,000 ($50,000 on March 24, 2001 and $25,000 on June 26,
2001) from three individuals in exchange for Convertible Subordinated Notes.
The notes accrue interest at 15% per year and mature one year from the date of
issuance.  These notes are subordinate to all senior debt of the Company
outstanding at the dates of issuance and any additional senior debt incurred
through the maturity dates.  The holders of these notes, at the maturity dates,
have the right to convert the entire amount of the notes, including any accrued
interest, to the Company's common stock at a price of $1.06 per common share.

The Company received $250,000 on September 27, 2001 from an investment fund in
exchange for a Convertible Subordinated Note.  The note accrues interest at 15%
per year and matures on September 22, 2002.  This note is subordinate to all
senior debt of the Company outstanding at the date of issuance and any
additional senior debt incurred through the maturity date.  The holder of the
note, at the maturity date, has the right to convert the entire amount of the
note, including any accrued interest, to the Company's common stock at a price
of $1.06 per share.  The holder of the note has a warrant until September 27,
2004 to purchase 375,000 shares of the Company's common stock at a price of
$1.205 per share.

The Company received $45,000 in the second quarter of 2001 from its President
and majority shareholder in exchange for 8% notes, payable upon demand.  These
notes are fully subordinated to the $112,537 commercial bank note payable.

NOTE 5 - 401(k) PENSION PLAN

The Company has a 401(k) pension plan covering substantially all employees.
The Company may make annual discretionary contributions to the plan based on
participants' contributions. The Company made no contributions to the plan in
2001 or 2000.

NOTE 6 - INCOME TAX BENEFIT

The deferred income tax asset at September 30, 2001 and December 31, 2000
results from the recognition of income tax benefits resulting from temporary
timing differences and net operating loss carryforwards, to the extent
realization of such benefits is more likely than not.  Except for a $17,300
valuation allowance recognized at March 31, 2001, no valuation allowance has
been recognized for the net operating loss benefits because management believes
it is more likely than not that future taxable income will offset the
net operating loss carryforwards.  This amount, however, could be reduced in
the near term if estimates of future taxable income during the net operating
loss carryforward period are reduced.  The Company's net operating loss
carryforwards, of approximately $539,801, begin to expire in 2020.

The deferred tax asset is comprised of:

                                         Current    Other      Total
                                         -------    -----      -----
Income tax benefits at
  December 31, 2000                       36,762    39,036     75,798
Less:  Valuation allowance                     -         -          -
                                          ------    ------     ------
Balance, December 31, 2000                36,762    39,036     75,798
  Tax benefits for six months
  ended June 30, 2001                      8,286    17,300     25,586
  Tax provision for three months
  ended September 30, 2001                (1,581)        -     (1,581)
                                          ------    ------     ------
                                          43,467    56,336     99,803
Less:  Valuation allowance               (15,833)   (1,467)   (17,300)
                                          ------    ------    -------
Balance, September 30, 2001               27,634    54,869     82,503
                                          ======    ======     ======

NOTE 7 - CONCENTRATION OF CREDIT RISK

Financial instruments which potentially subject the Company to concentrations
of credit risk consist principally of deposits in banks, which occasionally
exceed federally insured limits, and trade accounts receivable.  The Company
manages the risk regarding deposits in banks by using high quality financial
institutions.  Credit risk with respect to trade accounts receivable is limited
due to the large number of primarily domestic customers who are geographically
dispersed.

NOTE 8 - EARNINGS (LOSS) PER SHARE

The calculation of both diluted earnings per share for the quarter ended
September 30, 2001 and diluted loss per share for the nine months ended
September 30, 2001 are the same as basic earnings per share and loss per share
respectively because the Company's convertible subordinated notes and
outstanding warrants to purchase additional shares of the Company's common
shares are either anti-dilutive or resulted in no change to the numerator or
denominator.

The 15% Convertible Subordinated Notes, convertible to common shares at $1.06
per share, are anti-dilutive because they result in an increase to basic
earnings per share in the quarter ended September 30, 2001 and a reduction of
loss per share for the nine months ended September 30, 2001.  If the notes
are converted at maturity there would be 352,594 additional outstanding common
shares, resulting in 90,212 additional weighted average shares included in
the calculation of diluted earnings per share for the quarter ended September
30, 2001 and 53,550 additional weighted average shares included in the
calculation of diluted earnings per share for the nine months ended September
30, 2001.

Warrants issued in connection with the Convertible Subordinated Note to
purchase 375,000 shares of the Company's common stock at $1.205 per share were
outstanding since September 27, 2001 but were not included in the computation
of diluted EPS because the warrants' exercise price was the same as the average
market price of the common shares during the period the warrants were
outstanding.  The warrants, which expire on September 27, 2004, remained
outstanding at September 30, 2001.

Warrants issued in connection with an agreement for services to be performed to
purchase 20,000 shares of the Company's common stock at $1.48 per share were
outstanding during the quarter ended September 30, 2001 but were not included
in the computation of diluted EPS because the warrants' exercise price was
greater than the average market price of the common shares during the period
the warrants were outstanding.  The warrants, which are exercisable during the
period from June 25, 2002 to June 25, 2006, remain outstanding at September 30,
2001.

NOTE 9 - COMMITMENT

At September 30, 2001, the Company is obligated under a term license agreement
for computer software that will be used in providing services to customers.
Payments made in 2001 pursuant to this arrangement totaled $128,000.
Subsequent payments of $100,000 each are due on April 1, 2002 and February 28,
2003 respectively.  The cost of this software will be recognized ratably over
the expected useful life of the software of approximately three years.  The
Company recognized software lease expense in the amount of $27,333 in both the
quarter ended September 30, 2001 and the nine months then ended.


ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

FORWARD LOOKING STATEMENTS

This Form 10-QSB contains forward-looking statements, including statements
regarding the expectations of future operations.  For this purpose, any
statements contained in this Form 10-QSB that are not statements of historical
fact may be deemed to be forward-looking statements.  Without limiting the
foregoing, words such as "may," "will," "expect," "believe," "anticipate,"
"estimate," "continue," or comparable terminology are intended to identify
forward-looking statements.  These statements by their nature involve
substantial risks and uncertainties, and actual results may differ materially
depending on a variety of factors, many of which are not within the Company's
control.  These factors include, but are not limited to, economic conditions
generally and in the industries in which the Company may participate,
competition within chosen industry, including competition from much larger
competitors, technological advances, and the failure to successfully develop
business relationships.  In light of these risks and uncertainties, you are
cautioned not to place undue reliance on these forward looking statements.  The
Company acknowledges that the safe harbor contained in the Litigation Reform
Act of 1995 is not applicable to the disclosure in this Form 10-QSB.  Please
refer to the Company's most recently filed Form 10-KSB for a thorough
discussion of risk factors.

This item should be read in conjunction with "Item 1.  Financial Statements"
and other items contained elsewhere in this report.

OVERVIEW

Advant-e Corporation, through its wholly-owned subsidiary, Edict Systems, Inc.,
develops and markets electronic data interchange and electronic commerce
software products and services that enable its customers to send and receive
business documents electronically in standard and proprietary formats via
traditional Value Added Networks and the Internet.  Customers consist of
businesses across a number of industries throughout the United States.

Edict Systems, Inc. is comprised of four strategic business units:

1.     Web-based Electronic Commerce document processing systems for multiple
       vertical industries (Vortals)-GroceryEC.com, RetailEC.com, MfgEC.com,
       LogisticsEC.com, etc.

2.     Internet Value Added Network Services-EnterpriseEC(R)

3.     Value-Added Applications--Using data stored for other SBU services,
       the Company intends on providing value-added web-based applications
       to current and future customers that includes data mining, processing
       and reporting.

4.     Electronic Commerce and Bar Coding Software-FORMULA_ONE(R) EDI
       software and Bar Code Label Modules

Software is billed when it is shipped to the customer.  Recurring license and
maintenance fees are billed annually and recognized as revenue ratably as
earned over the 1-year license period.  Transaction fees from EnterpriseEC(R),
GroceryEC.com, and other "vortals" are recognized as revenues upon completion
of services rendered.

The Company is currently focusing on increasing transaction fees relating to
GroceryEC.com, EnterpriseEC(R), and other "vortals".

GroceryEC.com supported 31 grocery retailer implementations and had
approximately 1,421 production customers generating transaction revenues at the
end of the quarter.  Management anticipates that transaction fees generated by
EnterpriseEC(R) will begin in the last quarter of 2001.

MfgEC.com did not generate any start-up or transaction fees. Several
companies are using this system in a beta mode and management anticipates
transaction fees being billed in the last quarter of 2001.  MfgEC.com is the
first "vortal" that combines Electronic Commerce document processing via the
Internet with integrated bar code label generation capabilities.

Several other "vortals" are planned for release late in 2002.  The Company owns
Internet domain names for AutomotiveEC.com, RetailEC.com, HealthcareEC.com,
PetroleumEC.com, HighTechEC.com, EZEC.com, EasyEC.com, and DrugStoreEC.com.

The Company experienced a reduction in EDI software and bar code label module
revenues due to a shift in focus from these product lines to the Company's
Internet products and services.


The following discussion and analysis of the Company's consolidated financial
condition and results of operation for the nine months and for the three months
ended September 30, 2001 and 2000 should be read in conjunction with the
Company's consolidated financial statements in Item 1 of this 10-QSB.


RESULTS OF OPERATIONS

THREE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000

Revenues of $325,132 in the third quarter of 2001 (Q3 2001) exceeded
revenues in the third quarter of 2000 (Q3 2000) by $99,667, a 44% increase.
The increase resulted entirely from increased revenues of $125,571 from the
sale of internet services, reflecting the Company's continuing shift of its
primary focus from EDI and bar coding software, which declined in revenue by
$25,904, to internet-based services.

Operating expenses of $317,229 in Q3 2001 increased by $68,070 from Q3 2000 due
primarily to the initial installation and use of leased software in July 2001
($27,333); additional personnel needed to develop, maintain, support, sell and
market GroceryEC ($15,121); increased health insurance premiums due primarily
to increased insurance rates ($3,900); need for additional bandwidth and other
costs associated with communications and transactions processing ($9,505); and
the bad debt recovery in Q3 2000 ($10,000).

Accordingly, the Company reports a net profit in Q3 2001 of $6,322 ($0.00 per
common share) compared to the net loss in Q3 2000 of $23,691 ($0.00 per common
share).

NINE MONTHS ENDED SEPTEMBER 30, 2001 and 2000

Revenues of $784,895 in the nine months ended September 30, 2001 increased by
$186,829 (31%) over the $598,066 revenues for the first nine months of 2000.
The increase resulted entirely from increases in the sale of internet services,
reflecting the Company's continuing shift of its primary focus from EDI and
bar coding software to internet-based services.

Operating expenses of $915,392 decreased by $33,990 due primarily to cost
savings resulting from the closing of the former Twilight Productions, Ltd.
offices on April 10, 2000 ($24,228); the non-recurrence of "one-time"
acquisition related costs in 2000 and reduction of bad debt expense ($35,000);
offset by the additional expenses in 2001 of the installation and use of leased
software ($27,333).

Liquidity and Capital Resources

The Company's net cash outflow from operations declined from $203,763 in 2000
to $76,829 in 2001.  These cash losses from operations and the Company's
investment in software development costs in both Q3 2001 and in the first nine
months of 2001 were financed primarily by proceeds from the issuance of
convertible subordinated notes ($325,000); the issuance of demand notes to the
Company's President ($45,000); and the issuance of common stock ($49,998) in Q2
2001.

The Company renegotiated its bank lines of credit and replaced them with
commercial bank loans that are to be repaid with monthly principal installments
of $10,000, plus interest, to February 28, 2002, when $52,769 is due to pay off
one loan, and to April 23, 2002 when $34,158 is due to pay off the other
commercial bank loan.  The Company intends to renegotiate a working capital
line of credit to replace the commercial loans before February 28, 2002.

The Company is continually monitoring and controlling its operating expenses so
that any capital raised and revenues from sales and services are sufficient to
provide operational liquidity.

Recently Issued Accounting Pronouncements

The Financial Accounting Standards Board issued Statement of Financial
Accounting Standard ("SFAS") No. 141, "Business Combinations," which addresses
the financial accounting and reporting for business combinations.  SFAS No. 141
requires that all business combinations be accounted for by a single method,
the purchase method, modifies the criteria for recognizing intangible assets,
and expands disclosure requirements.   The provisions of SFAS No. 141 apply to
all business combinations initiated after June 30, 2001.  The Company has
initiated no business combinations since June 30, 2001; as a result, SFAS 141
has no effect on the Company's financial position or results of operations.

The Financial Accounting Standards Board issued SFAS No. 142, "Goodwill and
Other Intangible Assets," which addresses financial accounting and reporting
for acquired goodwill and other intangible assets.  SFAS No. 142 addresses how
intangible assets that are acquired in an acquisition should be recognized and,
if necessary, amortized.  It also requires that goodwill and intangible assets
that have indefinite useful lives not be amortized, but rather tested at least
annually for impairment using a fair-value based test, and intangible assets
that have finite useful lived be amortized over their useful lives.  In
addition, SFAS No. 142 expands the disclosure requirements about goodwill and
other intangible assets in the years subsequent to their acquisition.  The
Company must adopt SFAS No. 142 in fiscal year 2002.  Goodwill and intangible
assets acquired after June 30, 2001 are subject immediately to the provisions
of SFAS NO. 142.  The Company amortizes its capitalized Software and
Development Costs over the estimated economic lives of the products, which
presently are three years.  The Company has no additional intangible assets or
acquired goodwill; as a result, SFAS No. 142 has no material effect on the
Company's financial position or results of operations.

The Financial Accounting Standards Board recently issued Statement of Financial
Accounting Standard No. 143, "Accounting for Asset Retirement Obligation,"
effective for fiscal years beginning after June 15, 2002.  This statement will
require the Company to record a long-lived asset and related liability for the
estimated future costs of retiring certain assets.  The estimated asset
retirement obligation, discounted to reflect present value, will grow to
reflect accretion of the interest component.  The related retirement asset will
be amortized over the economic life of the related asset.  Upon adoption of
this statement, a cumulative effect of a change in accounting principle will be
recorded at the beginning of the effective year to recognize the deferred asset
and related accumulated amortization to date, and the estimated discounted
asset retirement liability together with cumulative accretion since the
inception of the liability.  The Company has no assets that require the
application of the provisions of SFAS 143; as a result, SFAS 143 has no effect
on the Company's financial position or results of operations.



PART II-OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

The Company is not currently subject to any legal proceedings.  The Company may
from time to time become a party to various legal proceedings arising in the
ordinary course of business.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

Convertible Subordinated Notes:

On March 24, 2001, the Company authorized the issuance of $200,000 of 15%
Convertible Subordinated Notes that mature one year from the date of issuance,
and are convertible in the principal amount plus any accrued interest to the
Company's common stock at a price of $1.06 per common share.  The notes are
subordinate to all senior debt of the Company outstanding at the date of
issuance and any additional senior debt incurred through the notes' maturity
dates.  This offering was made to a limited group of investors pursuant to Rule
506 and Section 4(2) of the Securities Act.  No fees were paid to an
underwriter.

On March 24, 2001, the Company received $50,000 from an individual in exchange
for a Convertible Subordinated Note.  If the note holder fully converts the
note at maturity, the Company will issue 54,245 shares of the Company's common
stock.

On June 26, 2001, the Company received $25,000 from two individuals in exchange
for Convertible Subordinated Notes.  If the note holders fully convert the
notes at maturity, the Company will issue 27,123 shares of the Company's common
stock.

On September 27, 2001, the Company authorized the issuance of an additional
$325,000 of Convertible Subordinated Notes, for a total of $525,000.  These
notes have the same terms and conditions as the original $200,000
authorization, as described above, except that the holders of the notes also
are granted a warrant to acquire common shares of the Company, at a price of
$1.025 per common share, determined by multiplying the principal amount of each
Convertible Subordinated Note by 1.5.  Such warrants have a duration of three
years from the date of issuance of the notes.  The original $200,000
authorization was amended so that the holders of the $75,000 in
notes issued on March 24, 2001 and June 26, 2001 will be granted warrants to
purchase common shares under the same terms.  As a result, the entire
$525,000 authorization has identical terms.  This offering was made to a
limited group of investors pursuant to Rule 506 and Section 4(2) of the
Securities Act.  No fees were paid to an underwriter.

On September 27, 2001, the Company received $250,000 from an investment fund
in exchange for a Convertible Subordinated Note.  If the note holder fully
converts the note at maturity, the Company will issue 271,226 shares of the
Company's common stock.  The note holder received a warrant granting the holder
the right to acquire 375,000 shares of the Company's common stock at a price of
$1.205 per share until September 27, 2004.  The majority shareholder has
personally guaranteed this note.

Commercial Bank Note Payable:

On August 28, 2001 the Company converted its line of credit to a commercial
bank note payable in the amount of $112,537.  The note accrues interest at the
Bank's prime rate plus one and one-half of one percent (8.0% at September 30,
2001).  Outstanding borrowings under this agreement were $92,769 at September
30, 2001.  The loan is payable in six monthly installments of $10,000 plus
interest from August 31, 2000 to January 31, 2002 and a final payment of
$52,769 plus interest on February 28, 2002.  The terms of the loan agreement
restrict the Company from paying any cash dividends on its common stock during
the term of the loan.  The majority shareholder has personally guaranteed this
loan that is collateralized by substantially all the Company's assets.  Another
shareholder has personally guaranteed a portion of this loan in the amount of
$50,000.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to the stockholders of the Company during the third
quarter of the 2001 fiscal year or through the date of filing this report.

ITEM 5.  OTHER INFORMATION

None

ITEM 6.  INDEX TO EXHIBITS

Exhibit                                                            Method
Number                      Description                           of Filing
-------                     -----------                           ---------
2          Plan of acquisition, reorganization, arrangement,      N/A
           liquidation, or succession

3(a)(i)    Amended Certificate of Incorporation                   Previously
                                                                  Filed*

3(a)(ii)   By-laws                                                Previously
                                                                  Filed**

4(i)       Instruments defining the rights of security            Previously
           holders including indentures                           Filed*

4(ii)      Convertible Subordinated Note                          Previously
                                                                  Filed***
4(iii)     Convertible Subordinated Note with warrant to
           purchase common shares issued on September             Filed
           27, 2001                                               Herewith

10.1       Lease Agreement, dated as of January 1, 2000,          Previously
           between Jason K. Wadzinski and EDICT Systems, Inc.     Filed**

10.2       Stock Purchase Agreement, dated April 10, 2000,        Previously
           among Twilight Productions, Ltd., Halter Financial     Filed**
           Group, Inc. and Art Howard Beroff

10.3	     Software Term License Agreement, including             Previously
           Amendment No. 1, dated as of April 18, 2001            Filed****
           between Cyclone Commerce, Inc. and Edict Systems
           Inc.

11         Statement re: computation of per share earnings        Filed
                                                                  Herewith

15         Letter on unaudited interim financial information      N/A

18         Letter on change in accounting principles              N/A

19         Report furnished to security holder                    N/A

22         Published report regarding matters submitted           N/A
           to vote

23         Consent of experts and counsel                         N/A

24         Power of attorney                                      N/A

99         Additional Exhibits                                    N/A

*    Filed with Amendment No. 2 to Form 10-SB filed as of October 13, 2000
**   Filed with Amendment No. 1 to Form 10-SB filed as of July 17, 2000
***  In substantially the form filed with Form 10-QSB for the quarter ended
     March 31, 2001 filed as of May 9, 2001
**** Filed with Form 10-QSB for the quarter ended June 30, 2001 filed as of
     August 14, 2001

SIGNATURES

In accordance with 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.

                                                         Advant-e Corporation
                                                         --------------------
                                                             (Registrant)

November 14, 2001                                  By: /s/ Jason K. Wadzinski
                                                       ----------------------
                                                           Jason K. Wadzinski
                                                      Chief Executive Officer

November 14, 2001                                  By: /s/     John F. Sheffs
                                                       ----------------------
                                                               John F. Sheffs
                                                                    Treasurer



EXHIBIT 4(iii) CONVERTIBLE SUBORDINATED NOTE WITH WARRANT TO PURCHASE
               COMMON SHARES ISSUED ON SEPTEMBER 27, 2001


                            NOTE PURCHASE AGREEMENT


                                                     __________________,2001


Dear Purchaser:

     The undersigned, Advant-e Corporation, a Delaware corporation (the
"Company"), hereby agrees with you as follows:

     Section 1.  Authorization of issue.  The Company will authorize the
issue of $525,000 in aggregate principal amount of its fifteen percent
Convertible Subordinated Notes (the "Convertible Notes").  The Convertible
Notes shall, with appropriate insertions, be substantially in the form
attached as Exhibit A hereto, and shall mature in one year from the date of
issuance (the "Maturity Date").  Each holder of a Convertible Note will
receive a warrant ("Warrant") to purchase shares of the Company's common
stock, $.001 par value ("Common Stock") at a share price of $1.205 per share.
The number of Common Shares issuable upon exercise of each Warrant will be
computed by multiplying the principal amount of each Convertible Note by 1.5.
The Warrants shall, with appropriate insertions, be substantially in the form
attached as Exhibit B hereto, and shall have a duration of three (3) years
from the date of issuance.

     Section 2.  Issuance of convertible notes and warrants.  (a) Acquisition
of convertible notes and warrants.  The Company agrees to sell to you, and
subject to the terms and conditions herein set forth, you agree to purchase
from the Company, a Convertible Note in the aggregate principal amount of
$250,000 and a Warrant for the purchase of 375,000 shares of Common Stock.
The date on which such purchase and delivery is to be made is herein called
the "Closing Date." On the Closing Date, the Company will deliver to you the
Convertible Note and Warrant against payment of the purchase price therefore
by a certified or cashiers check payable to the order of the Company.  The
purchase price shall be an amount equal to 100 percent of the aggregate
principal amount of the Convertible Note to be purchased by you on such
Closing Date.

     (b)    Securities Act.  The Company represents and warrants that it has
not, either directly or through any agent, offered any of the Convertible
Notes, Warrants or substantially similar securities for sale to, or solicited
any offers to buy any thereof from, or otherwise approached or negotiated in
respect thereof with, any person or persons other than you and certain other
qualified purchasers.

     (c)    Purchase for investment.  You acknowledge that the Convertible
Notes and Warrants have not been registered under the Securities Act of 1933,
as amended (the "Securities Act") or any state securities laws.  You represent
to the Company, and in
issuing the Convertible Note and Warrants to you on the Closing Date, it is
specifically understood between you and the Company, that you are acquiring
the Convertible Note and Warrant for your own account, for the purpose of
investment, and not with a view to the distribution or resale thereof.

     (d)     Disclosure of Information.  You acknowledge that you have
carefully reviewed the Company's Form 10-Sb and the amendments thereto and
the Company's Form 10-KSB and Forms 10-QSB.

     (e)     You recognize and have evaluated, and/or your business, tax,
and/or other legal advisors have evaluated and advised the Investor as to,
the merits, disadvantages and risks of an investment in the Convertible Note.

     (f)     You represent to the Company that you are an "accredited
investor" as such term is defined under Rule 501 of the Securities Act of 1933,
as amended, insofar as you either have a net worth (individually or jointly
with your spouse) in excess of $1,000,000 or had an individual income in
excess of $200,000 in each of the two most recent years or a joint income
with your spouse in excess of $300,000 in each of those years and reasonably
expect an individual income in excess of $200,000 or a joint income in excess
of $300,000 in the current year.

     Section 3.  Representations and warranties.  The Company hereby
represents and warrants that:

     (a)    Organization, standing, and qualification of Company.  The
Company is a corporation duly organized and existing and in good standing
under the laws of the State of Delaware and has the corporate power to own
its properties and to carry on its business as now being conducted.  Each of
the Company's subsidiaries have been duly incorporated and is existing in
good standing under the laws of its jurisdiction of incorporation, has the
corporate power to own its properties and to carry on its business as now
being conducted.

     (b)    Conflicting agreements and charter provisions.  Neither the
execution and delivery of this Agreement nor the Convertible Notes or Warrants
nor the consummation of the transactions herein or therein contemplated, will
conflict with or result in a breach of any of the terms, conditions, or
provisions of any corporate restriction or of any agreement or instrument to
which the Company or any of its subsidiaries is now a party or by which any
of them is bound.

     (c)    Issuance of Convertible Notes and Warrants.  Upon receipt by the
Company of payment for the Convertible Notes and Warrants as provided herein,
the Convertible Notes and Warrants will have been duly authorized, executed,
and issued and will constitute the Company's valid and legally binding
obligations enforceable in accordance with their terms and will be entitled to
the benefits provided by this Agreement.

     (d)    Authorized and outstanding capital stock.  The Company's authorized
and outstanding capital stock consists of (i) 20,000,000 shares of common
stock, $.001 par value per share, of which 5,613,834 are currently outstanding.
All of the Company's outstanding Common Stock has been duly and validly
authorized and issued and is fully paid and nonassessable.  The shares of
Common Stock initially to be reserved for issuance and to be issued upon
conversion of the Convertible Notes and exercise of the Warrants pursuant to
this Agreement have been duly and validly authorized and are sufficient in
number for the conversion of all the Convertible Notes at the conversion price
and exercise of the Warrants at the exercise price.

     (e)    Securities Exchange Act Registration.  The Company's Common Stock
has been duly registered with the Securities and Exchange Commission in
accordance with the Securities Exchange Act of 1934, as amended (the
"Exchange Act").  Said Common Stock is the Company's only "equity security"
required to be registered under the Exchange Act.

     Section 4. Interest payments and redemptions.  Interest payments on
Convertible Notes.  The Convertible Notes shall be dated the Closing Date and
shall bear interest at the rate of fifteen percent per annum from the Closing
Date.  Interest shall be computed on the basis of a 360-day year, 30-day
month and shall accrue from the date of issuance.

     Section 5.  Conversion of Convertible Notes.  (a) Right to convert;
conversion price.  Subject to and upon compliance with the provisions hereof,
the holder of any Convertible Note shall have the right to convert all of the
amount of such Convertible Note and accrued interest into Common Stock of the
company at a price of $1.06 per share (the "Conversion Price") at the Maturity
Date.  In order to convert any Convertible Note, the holder thereof shall
surrender the Note to the Company at its office in Ohio (or any other office or
agency of the Company that it designates by notice in writing to the holders of
the Convertible Notes), accompanied by a written statement designating the
principal amount and accrued interest of such Convertible Note to be so
converted.

     (b)    Issue of Common Stock; continuing obligation.  Within a
reasonable time after the receipt of the written statement referred to in
subsection (a) and surrender of such Convertible Note as aforesaid, the
Company shall issue and deliver to the holder thereof, registered in the
holder's name, a certificate or certificates for the number of full shares of
Common Stock issuable upon the conversion of such Convertible Note bearing the
restrictive legend set forth below.  To the extent permitted by law, such
conversion shall be deemed to have been effected and the number of shares of
Common Stock issuable in connection with such conversion shall be determined as
of the close of business on the date on which such written statement shall have
been received by the Company and such Convertible Note shall have been
surrendered as aforesaid, and at such time the rights of the holder of such
Convertible Note as such holder shall cease, and the person or persons in
whose name or names any certificate or certificates for shares of Common Stock
shall be issuable upon such conversion shall be deemed to have become the
holder or holders of record of the shares of Common Stock represented thereby.

     (c)    Anti-dilution provisions.   The Conversion Price shall be subject
to adjustment from time to time only as follows:

     (1)    If shares of Common Stock are issued as a dividend or other
            distribution on any class of stock of the Company, the Conversion
            Price which would otherwise be in effect at the opening of
            business on the day following the date fixed for determination of
            stockholders entitled to receive such dividend or other
            distribution shall be reduced by multiplying such Conversion
            Price by a fraction of which the numerator shall be the number of
            shares of Common Stock outstanding at the close of business on
            the date fixed for such determination and the denominator shall
            be the sum of such number of shares and the total number of
            shares constituting such dividend or other distribution, such
            reduction to become effective immediately after the opening of
            business on the day following the date fixed for such
            determination.

     (2)    If the Common Stock is subdivided into a greater or combined into
            a lesser number of shares of Common Stock, the Conversion Price
            in effect immediately prior thereto, or immediately prior to the
            record date for such subdivision or combination if a record date
            is fixed, shall be proportionately adjusted so that it will bear
            the same relation to the Conversion Price in effect immediately
            prior to such subdivision or combination, or such record date, as
            the total number of shares of Common Stock outstanding
            immediately prior to such subdivision or combination, or such
            record date, shall bear to the total number of shares of Common
            Stock outstanding immediately after such subdivision or
            combination or such record date.

     (3)    The certificate of any firm of independent public accountants of
            recognized standing selected by the Company's Board of Directors
            shall be conclusive evidence of the correctness of any
            computation made under this Section.

     (d)    Fractional Shares.  Anything contained herein to the contrary
notwithstanding, the Company shall not be required to issue any fraction of a
share in connection with the conversion of Convertible Notes, but the Company
shall pay a sum in cash equal to such fraction.

     (e)    Shares issuable upon conversion.  The Company covenants and
agrees that all shares of Common Stock which are issued upon the conversion
of all outstanding Convertible Notes will, upon issuance, be duly and validly
issued and fully paid and nonassessable and free from all taxes, liens, and
charges with respect to the issue thereof.  The Company further covenants and
agrees that it will at all times have authorized, and reserved and kept
available solely for the purpose of issue upon the conversion of Convertible
Notes as herein provided, a sufficient number of shares of its Common Stock
as are then issuable upon the conversion of all outstanding Convertible
Notes.

     (f)    Legend; restrictions on conversion and transfer.  Each
Convertible Note issued pursuant to this Agreement shall be stamped or
otherwise imprinted with a legend in substantially the following form:

     "This Note, and any shares or other securities acquired upon the
     conversion of this Note may not be transferred except upon the
     conditions specified in the Note Purchase Agreement, dated
     ____________, 2001, providing for the sale of fifteen percent
     Convertible Subordinated Notes, due____________, 2002, of Advant-e
     Corporation, a complete and correct conformed copy of which will
     be furnished to the holder of such securities upon written request
     and without charge.  This Note, and any shares or other securities
     acquired upon the conversion of this Note, have not been registered
     under the Securities Act of 1933 or applicable state securities laws
     and may be offered and sold only if registered pursuant to the
     provisions of that Act or if an exemption from registration is
     available."

     Each stock certificate issued upon the conversion of any Convertible
Note (except as permitted by this Section 6) shall be stamped or imprinted
with a legend in substantially the following form:

     "These securities may not be transferred except upon the
     conditions specified in the Note Purchase Agreement, dated
     _____________, 2001, providing for the sale of fifteen percent
     Convertible Subordinated Notes, due _____________, 2002, of
     Advant-e Corporation, a complete and correct conformed copy of
     which will be furnished to the holder of such securities upon
     written request and without charge.  These securities have not
     been registered under the Securities Act of 1933 or applicable
     state securities laws and may be offered and sold only if
     registered pursuant to the provisions of that Act or if an
     exemption from registration is available."

     (g)    Notice of intention to convert or transfer; opinions of counsel;
registration required by holders of convertible notes.  The Convertible Notes
and the Common Stock to be issued upon such conversion thereof ("Conversion
Stock") shall not be transferable except upon the conditions specified in
this subsection (h).  Each holder of any Convertible Note or Conversion
Stock, by acceptance thereof, agrees, prior to any transfer of such
Convertible Note or Conversion Stock or concurrently with any conversion of
such Convertible Note, to give written notice to the Company expressing such
holder's intention to effect such transfer or conversion and describing
briefly the manner of the proposed transfer, with a copy of the opinion of
counsel selected by such holder and reasonably satisfactory to the Company
(addressed to such holder) as to the nonnecessity for registration under the
Securities Act of such Convertible Note or Conversion Stock in connection
with such proposed transfer or disposition or retention upon such proposed
conversion.

     (h)    "Piggyback" registrations.  If the Company at any time proposes
to register any of its Common Stock under the Securities Act on any form upon
which may be registered securities similar to the Conversion Stock, it will
at each such time give written notice to all holders of outstanding
Convertible Notes and/or Conversion Stock of its intention so to do.  The
Company agrees to register the Conversion Stock in accordance with Section
5(i)(1) by no later than June 30, 2002.  Upon the written request to the
Company by any holder or holders of outstanding Convertible Notes and/or
Conversion Stock, given within 30 days after receipt of any such notice, the
Company will use its best efforts to cause the Conversion Stock which the
Company has been requested to register by the holders to be registered under
the Securities Act, all to the extent requisite to permit the sale or other
disposition by such holders of the Conversion Stock so registered; provided,
however, that, if the registration is in connection with an underwritten
public offering and the managing underwriter determines that inclusion of the
Conversion Stock in the registration is not advisable, the Company shall not
be obligated to include such shares.

     (i)    Company's obligations in registration.  If and whenever Section
5(h) requires the Company to use its best efforts to effect the registration
of any Conversion Stock under the Securities Act, the Company will, as
expeditiously as possible:

     (1)    prepare and file with the Securities and Exchange Commission, or
            any other Federal Agency then administering the Securities Act
            (the "Commission"), a registration statement with respect to such
            Conversion Stock and cause such registration statement to become
            and remain effective;

     (2)    prepare and file with the Commission all amendments and
            supplements to such registration statement and the prospectus
            used in connection therewith that are necessary to keep such
            registration statement effective and to comply with the
            provisions of the Securities Act with respect to the disposition
            of all Conversion Stock covered by such registration statement
            whenever the holders for whom such Conversion Stock are
            registered or are to be registered desire to dispose of the same;

     (3)    furnish to the holders of outstanding Conversion Stock so
            registered or to be registered such numbers of copies of a
            prospectus, including a preliminary prospectus, in conformity
            with the requirements of the Securities Act, and all other
            documents as such holders reasonably request in order to
            facilitate the disposition of such Conversion Stock; and

     (4)    register or qualify the Conversion Stock covered by such
            registration statement under such other securities or blue sky
            laws of such jurisdiction as the holders of the Conversion Stock
            so registered or to be registered reasonably request, and do any
            and all other acts and things which may be necessary or advisable
            to enable such holders to consummate the disposition in such
            jurisdictions of such Conversion Stock; provided, however, that
            the Company shall not be obligated by reason thereof, to qualify
            as a foreign corporation or file any general consent to service
            of process under the laws of any such jurisdiction or subject
            itself to taxation as doing business in any such jurisdiction.

     (j)    Payment of registration expenses.  The cost and expenses of all
registrations and qualifications under the Securities Act or otherwise
(excluding underwriting discounts and commissions) shall be paid by the
Company (including without limitation all registration and filing fees,
printing expenses, securities indemnity insurance premiums, fees and
disbursements of counsel for the Company and expenses of any special audits
incident to or required by any such registration).

     (k)    Information to be furnished.  Notices and requests delivered
pursuant to this Section 5 shall contain such information regarding the
Conversion Stock and the intended method of disposition thereof as shall
reasonably be required in connection with the action to be taken.

    Section 6.  Subordination.  Anything in this Agreement or the Convertible
Notes to the contrary notwithstanding, the indebtedness evidenced by the
Convertible Notes, principal and interest, shall be subordinate and junior to
all principal and interest of all senior indebtedness of the Company for
borrowed money ("Senior Debt"), whether outstanding at the date of this
Agreement or created or incurred after the date of this Agreement but prior
to the maturity of the Convertible Notes by lapse of time, acceleration or
otherwise.  Upon maturity of any Senior Debt by lapse of time, acceleration
or otherwise, then all principal of, premium, if any, and interest on, all
such matured Senior Debt shall first be paid in full before any payment on
account of principal or interest is made upon the Convertible Notes.  In the
event of any insolvency, bankruptcy, liquidation, reorganization or other
similar proceedings, or any receivership proceedings in connection therewith,
relative to the Company or its creditors or its property, and in the event of
any proceedings for voluntary liquidation, dissolution, or other winding up
of the Company, whether or not involving insolvency or bankruptcy
proceedings, then all principal, premium, if any, and interest due on Senior
Debt shall first be paid in full, or such payment shall have been provided
for, before any payment on account of principal or interest is made upon the
Convertible Notes.

     Section 7.  Affirmative covenants of the Company.  The Company covenants
and agrees that, so long as any of the Convertible Notes shall be outstanding,
the Company shall furnish to each registered holder of a Convertible Note:

     (a)    As soon as practicable after they have been sent to stockholders
            of the Company or filed with the Commission, copies of each
            annual and interim financial and other report or communication
            sent by the Company to its stockholders or filed with the
            Securities and Exchange Commission; and

     (b)    As soon as practicable copies of every press release and every
            material news item and article in respect of the corporate
            affairs of the Company which is released for publication by the
            Company.

     Section 8.  Use of proceeds.  The Company represents and warrants that
the net proceeds of the sale of the Convertible Notes will be added to the
general funds of the Company and be used for working capital.

     Section 9.  Method of payment of principal, premium and interest.
Notwithstanding any contrary provision in the Convertible Notes or in this
Agreement, the Company will promptly and punctually pay to you or to your
nominee at any address you designate to the Company in writing, all amounts
payable in respect of the principal of or premium or interest on any of the
Convertible Notes, so long as it is held by you or by such nominee, without
any presentment thereof.

     Section 10.  Survival of covenants, agreements, representations and
warranties; successors and assigns.  All covenants, agreements,
representations, and warranties made herein and in certificates delivered
pursuant hereto shall survive the execution and delivery of the Convertible
Notes, and shall continue in full force and effect as long as any of the
Convertible Notes are outstanding and unpaid.

     Section 11.  Entire agreement; no oral change.  This Agreement embodies
the entire agreement and understanding between the Company and you relating
to the subject matter hereof, and supersedes all prior agreements and
understandings relating to such subject matter.  This Agreement may not be
changed orally, but only by an agreement in writing signed by the party
against whom enforcement of any waiver, change, modification, or discharge is
sought.

     Section 12.  Notices, etc.  All notices, requests, consents, and other
communications hereunder shall be in writing and shall be delivered, or
mailed by registered mail, postage prepaid, addressed: (a) if to you, to your
address to which this Agreement is addressed, or to any other address you
have furnished to the Company in writing, or (b) if to any other holder of
the Convertible Notes or Warrants to such address or such holder as may appear
on, or in the registration of, such Convertible Notes or Warrants, or to any
other address such holder has furnished to the Company in writing, or (c) if to
the Company, to its address set forth below or to any other address the Company
has furnished to you in writing.

     Section 13.  Law governing.  This Agreement and the Convertible Notes
shall be construed in accordance with and governed by the laws of the State
of Ohio.

     Upon your signing the form of acceptance on the enclosed counterpart of
this Agreement and returning such counterpart to the Company, this Agreement
shall become a binding agreement between you and the Company.

							Very truly yours,
							Advant-e Corporation
							By__________________________
								President
							1619 Marden Drive
							Dayton, Ohio  45432

The foregoing is hereby accepted
as of the date first above written.

by__________________________



                        CONVERTIBLE SUBORDINATED NOTE


                                                                 Dayton, Ohio
                                                    Date:____________________

$250,000

     FOR VALUE RECEIVED, the undersigned Advant-e Corporation (the
"Company"), a corporation organized and existing under the laws of the State
of Delaware, hereby promises to pay to the order of _______________________
(the "Lender") the principal amount of $250,000 as hereinafter provided,
together with interest (computed on the basis of a 360-day year of twelve 30-
day months) on the unpaid principal amount hereof at the rate of fifteen
percent per annum from the date hereof to maturity, whether by acceleration
or otherwise, payable at the Maturity Date.

     The principal of this Note shall be due and payable on ______________,
2002 (the "Maturity Date").  All payments of principal and interest are to be
made in lawful money of the United States of America at
_________________________________________ or other designated location.

     This Note is one of the Company's fifteen percent Convertible
Subordinated Notes, limited in aggregate original principal amount of
$525,000, issued pursuant to a Note Purchase Agreement dated
__________________, 2001 (the "Agreement"), entered into by the Company and
Borrower, and is entitled to the benefits, and subject to the provisions, of
the Agreement.

     This Note is subordinated to certain other indebtedness of the Company
to the extent and with the effect provided in the Agreement.

     This Note is convertible at the Maturity Date into common stock of the
Company in the manner, and upon the terms and conditions, provided in the
Agreement.

							Advant-e Corporation


			                        by__________________________
								President

			                        by__________________________
			                              Secretary


This Warrant and the Common Stock Issuable upon exercise hereof have not been
registered or qualified for sale under the Securities Act of 1933, as amended,
or any State securities law and may not be sold or transferred in the absence
of such registration or an exemption therefrom under said Act or any such State
laws which may be applicable.



                              WARRANT CERTIFICATE

     THIS IS TO CERTIFY that, for value received and subject to the provisions
hereinafter set forth, ______________________________ ("Holder") is entitled to
purchase from ADVANT-E CORPORATION, a Delaware corporation (the "Company"), at
any time on or after the date of issuance of this Warrant to and including
12:00 P.M. Dayton, Ohio time on ____________________, 2004, (the "Expiration
Date"), ___________________ shares of common stock, $.001 par value ("Common
Stock:) of the Company on a fully diluted basis (the "Warrant Shares"), subject
to the provisions and adjustments and on the terms and conditions hereinafter
set forth, at a price of $1.205 per Warrant Share ("Warrant Price"), on
delivery of this Warrant to the Company with the exercise form set forth as
Exhibit A duly executed and payment of the Warrant Price for the shares
purchased.  The date of issuance of this Warrant is _________________, 2001.

SECTION 1.  EXERCISE OF WARRANT.  Subject to the conditions hereinafter set
forth, this Warrant may be exercised in whole or in part, for an aggregate of
______________ shares of Common Stock of the Company, only on or after
____________________, 2001 and prior to the Expiration Date by the holder
hereof, by the surrender of this Warrant at the principal office of the Company
and payment to the Company of the Warrant Price for the shares so purchased.
This Warrant and all rights and options hereunder shall expire on the
Expiration Date.

SECTION 2.  RESERVATION OF COMMON STOCK.  The Company covenants and agrees that
at all times prior to the Expiration Date it will have authorized, and in
reserve, a sufficient number of shares of its Common Stock to provide for the
exercise of the rights represented by this Warrant.

SECTION 3.  PROTECTION AGAINST DILUTION.

     (a)    Adjustment for Stock Splits and Combinations.  If the Company at
            any time or from time to time hereafter effects a split or
            subdivision of the outstanding shares of Common Stock of the
            Company, the number of Warrant Shares issuable upon exercise of
            this Warrant shall be proportionately increased.  If the Company
            combines the outstanding shares of Common Stock, the number of
            Warrant Shares issuable upon the exercise of this Warrant shall
            be proportionately reduced.  In any such event, the Warrant Price
            shall remain unchanged.  Any adjustment under this subparagraph
            (a) shall become effective at the close of business on the date
            the split, subdivision or combination, as applicable, becomes
            effective.

     (b)    Adjustment for Certain Dividends and Distributions.  If the Company
            at any time or from time to time hereafter makes, or fixes a record
            date for, the determination of holders of the Common Stock entitled
            to receive a dividend or other distribution payable in additional
            shares of Common Stock then, and in each such event, the number of
            Warrant Shares issuable upon exercise of this Warrant shall be
            proportionately increased effective at the close of business on the
            date the dividend or distribution is paid or made.

     (c)    Reorganization. Mergers. Consolidations or Sales of Assets.  If at
            any time or from time to time hereafter there is a capital
            reorganization of the Common Stock or a merger or consolidation of
            the Company with or into another corporation, or the sale of all
            of substantially all of the Company's properties and assets to any
            other person, then, as a part of such reorganization, merger,
            consolidation or sale, provision shall be made so that Holder
            shall thereafter be entitled to receive, upon the exercise of this
            Warrant, the number of shares of stock or other securities or
            property of the Company, or of the successor corporation resulting
            from such merger, consolidation or sale, to which a holder of
            Warrant Shares deliverable upon exercise hereof would have been
            entitled on such capital reorganization, merger, consolidation, or
            sale.

     (d)    Calculation of Number of Shares.  The certificate of any firm of
            independent public accountants of recognized standing selected by
            the Company's Board of Directors shall be conclusive evidence of
            the correctness of any computation made under this Section.

SECTION 4.  COMPANY COVENANTS.  The Company covenants and agrees that the
Warrant Shares shall, at the time of delivery, be validly issued and
outstanding and be fully paid and non-assessable.

SECTION 5.  FRACTIONAL SHARES.  Fractional shares shall not be issued upon the
exercise of this Warrant, but the Company shall pay a sum of cash equal to any
such fraction.

SECTION 6.  PARTIAL EXERCISE.  If this Warrant is exercised for less than all
the shares purchasable, the Company shall cancel the Warrant and deliver a new
warrant exercisable through the Expiration Date of the original Warrant for the
remaining number of shares of Common Stock issuable upon exercise of the
Warrant.  No dividends are payable or will accrue on this Warrant or the Shares
until this Warrant is exercised.

SECTION 7.  WARRANT AND SHARE TRANSFER; LEDGENDS.

     (a)    This Warrant and the Warrant Shares shall not be transferable
            except upon the conditions hereinafter specified, and in compliance
            with the provisions of the Securities Act of 1933 (or any similar
            Federal statute at the time in effect) and any applicable State
            securities laws in respect of the transfer of this Warrant or any
            Warrant Shares.

     (b)    Each Warrant shall bear on the face thereof a legend substantially
            in the form of the notice endorsed on the first page of this
            Warrant.

     (c)    Each certificate for Warrant Shares initially issued upon the
            exercise of any Warrant and each certificate for such shares issued
            to a subsequent transferee shall, unless otherwise permitted by the
            provisions of this Section, bear on the face thereof a legend
            reading substantially as follows:

                 The shares represented by this certificate have not been
                 registered under the Securities Act of 1933, as amended, or
                 any State securities laws and may not be sold or transferred
                 in the absence of such registration or any exemption therefrom
                 under said Act and any such State laws which may be applicable
                 and are transferable only upon the conditions specified in the
                 Warrant pursuant to which such shares were issued.

     (d)    In the event that a registration statement covering this Warrant or
            the Warrant Shares shall become effective under the Securities Act
            and under any applicable State securities laws or in the event that
            the Company shall receive an opinion of its counsel (obtained at
            Holder's expense) that, in the opinion of such counsel, such legend
            is not, or is no longer, necessary, the Company shall, or shall
            instruct its transfer agents and registrars to, remove such legend
            from this Warrant Certificate or the certificates evidencing the
            Warrant Shares or issue new certificates without such legend in
            lieu thereof.

SECTION 8.  REGISTRATION RIGHTS.

     (a)    Piggyback Registration Rights.  If (but without any obligation to
            do so) the Company proposes to register any of its stock or other
            securities under the Securities Act of 1933, as amended, on any
            form upon which may be registered securities similar to the
            Warrants and the Warrant Shares, the Company shall, at such time,
            promptly give all holders of outstanding Warrants and Warrant
            Shares written notice of its intention to file such registration
            statement.  The Company agrees to register this Warrant and the
            underlying Warrant Shares in accordance with Section 8(b)(i) by no
            later than June 30, 2002.  Upon the written request of Holder,
            given within 30 days after receipt of such notice, the Company will
            use its best efforts to cause this Warrant and the underlying
            Warrant Shares to be registered under the Securities Act of 1933,
            as amended, provided, however, that, if the registration is in
            connection with an underwritten public offering and the managing
            underwriter determines that inclusion of the Warrants or Warrant
            Shares in the registration is not advisable, the Company shall not
            be obligated to include such shares.

     (b)    Company's Obligations in Registration.  If and whenever Section
            8(a) requires the Company to use its best efforts to effect the
            registration of any Warrant or Warrant Share under the Securities
            Act, the Company will, as expeditiously as possible:

               (i)   prepare and file with the Securities and Exchange
                     Commission, or any other Federal Agency then administering
                     the Securities Act (the "Commission"), a registration
                     statement with respect to such Warrant or Warrant Share
                     and cause such registration statement to become and
                     remain effective;

               (ii)  prepare and file with the Commission all amendments and
                     supplements to such registration statement and the
                     prospectus used in connection therewith that are necessary
                     to keep such registration statement effective and to
                     comply with the provisions of the Securities Act with
                     respect to the disposition of all Warrants and Warrant
                     Shares covered by such registration statement whenever the
                     holders for whom such Warrants and Warrant Shares are
                    registered or to be registered desire to dispose of the
                     same;

               (iii) furnish to the holders of outstanding Warrants and Warrant
                     Shares so registered or to be registered such numbers of
                     copies of a prospectus, including a preliminary
                     prospectus, in conformity with the requirements of the
                     Securities Act, and all other documents as such holders
                     reasonably request in order to facilitate the disposition
                     of such Warrants and Warrant Shares; and

               (iv)  register or qualify the Warrants and Warrant Shares
                     covered by such registration statement under such other
                     securities or blue sky laws of such jurisdiction as the
                     holders of the Warrants and Warrant Shares so registered
                     or to be registered reasonably request, and do any and all
                     other acts and things which may be necessary or advisable
                     to enable such holders to consummate the disposition in
                     such jurisdictions of such Warrants and Warrant Shares;
                     provided, however, that the Company shall not be obligated
                     by reason thereof, to qualify as a foreign corporation or
                     file any general consent to service of process under the
                     laws of any such jurisdiction or subject itself to
                     taxation as doing business in any such jurisdiction.

     (c)    Payment of Registration Expenses.  The cost and expenses of all
            registrations and qualifications under the Securities Act or
            otherwise (excluding underwriting discounts and commissions) shall
            be paid by the Company (including without limitation all
            registration and filing fees, printing expenses, securities
            indemnity insurance premiums, fees and disbursements of counsel
            for the Company and expenses of any special audits incident to or
            required by any such registration).

     (d)    Information to be Furnished.  Notices and requests delivered
            pursuant to this Section 8 shall contain such information
            regarding the Warrants and Warrant Shares and the intended method
            of disposition thereof as shall reasonably be required from holders
            of Warrants and Warrant Shares in connection with the action to be
            taken.

SECTION 9.  LOST, STOLEN WARRANTS, ETC.  In case this Warrant shall be
mutilated, lost, stolen or destroyed, the Company may issue a new Warrant of
like date, tenor and denomination and deliver the same in exchange and
substitution for and upon surrender and cancellation of the mutilated Warrant,
or in lieu of the Warrant lost, stolen or destroyed, upon receipt of evidence
satisfactory to the Company of the loss, theft or destruction of such Warrant,
and upon receipt of indemnity satisfactory to the Company.

SECTION 10.  OTHER TERMS.

     (a)    Should any part of this Warrant for any reason be declared invalid,
            such decision shall not affect the validity of any remaining
            portion, which remaining portion shall remain in force and effect
            as if this Warrant had been executed with the invalid portion they
            would have executed and accepted the remaining portion of this
            Warrant without including therein any such part, parts or portion
            which may, for any reason, be hereafter declared invalid.

     (b)    The description headings of the various sections of this Warrant
            are for convenience only and shall not affect the meaning or
            construction of the provisions hereof.

     (c)    This Warrant shall be governed by and construed in accordance with
            Ohio law.

     (d)    This Warrant may be amended only by a writing signed by the parties
            hereto or their permitted successors or assigns, and any such
            amendment shall be binding upon each such future successor and
            assigns.

     (e)    This Warrant is issued in conjunction with the Note Purchase
            Agreement, dated as of ___________________, 2001 between the
            Company and Holder.  Reference is made to the Agreement for certain
            provisions applicable to the terms thereof to this Warrant.

     IN WITNESS WHEREOF, ADVANT-E CORPORATION has caused this Warrant to be
signed by its President, and this Warrant to be dated __________________, 2001.


                                       By: ____________________________________
                                              President



                      ADDENDUM TO NOTE PURCHASE AGREEMENT

     This Addendum is made to the Note Purchase Agreement dated _________, 2001
(the "Note Purchase Agreement") between Advant-e Corporation (the "Company")
and ____________________ ("Investor").

     The Company and Investor agree that the Note Purchase Agreement shall be
amended as follows:

     1.   Section 6 of the Note Purchase Agreement is amended by the addition
of the following language at the end of the section:

     "As long as the Convertible Note that is issued to you is outstanding, the
Company agrees not to incur Senior Debt in excess of $180,000 in the aggregate
without your prior written approval, which approval shall not be unreasonably
withheld."

     2.   Except as set forth herein, all of the remaining terms and conditions
of the Note Purchase Agreement shall remain in full force and effect.

     The parties have executed this Addendum as of the date set forth above.

                                            ADVANT-E CORPORATION


                                            By: _______________________________
                                                President


                                            INVESTOR


                                            By: _______________________________



                                   GUARANTY

     This Guaranty is entered into as of ____________________, 2001 between
Jason K. Wadzinski ("Guarantor") and ____________________________ ("Investor").

     Investor entered into a Note Purchase Agreement of even date (the "Note
Purchase Agreement") between Advant-e Corporation (the "Company") and Investor,
pursuant to which Investor has agreed to invest funds in the Company in the
amount of $_______________ in exchange for a Convertible Note and a Warrant (as
such terms are defined in the Note Purchase Agreement).

     In order to induce the Investor to enter into the Note Purchase Agreement
and consummate the transactions contemplated thereby, Guarantor hereby agrees
to guaranty the Company's obligation to repay principal and interest under the
Convertible Note of even date issued to Investor in the principal amount of
$____________ ("Investor's Note").

     This Guaranty shall terminate and be of no further force and effect upon
repayment in full of the balance of Investor's Note.

     The parties have executed this Guaranty as of the date set forth above.


                                            GUARANTOR


                                            By: _______________________________
                                                Jason K. Wadzinski


                                            INVESTOR


                                             By: ______________________________



EXHIBIT 11 - STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS

Per share earnings are computed and displayed on the Consolidated Statement of
Operations for the nine months and the three months ended September 30, 2001
and 2000 included in Item 1 of this Form.

Average shares used in the computation of per share earnings for the Statement
of Operations presentations include the following shares issued for basic and
diluted per share earnings:



<TABLE>
<CAPTION>

Date and Description                                   # shares
--------------------                            -----------------------
                                       Three Months Ended  Nine Months Ended
                                          September 30,       September 30,
                                         2001      2000     2001        2000
                                         ----      ----     ----        ----

<S>                                 <C>         <C>        <C>       <C>
Basic:

Outstanding at beginning
of period                           5,661,002   5,378,173  5,613,834 5,378,173

August 7, 2000 Issuance of
  94,395 common shares                             55,386               18,597
August 10, 2000 Issuance of
  44,300 common shares                             24,558                8,246
September 1, 2000 Issuance
  of 47,000 common shares                          15,326                5,146
September 7, 2000 Issuance
  of 2,830 common shares                              708                  238
December 28, 2000 Issuance of
  47,166 common shares                                  -                    -
June 12, 2001 Issuance of
  23,584 common shares                      -                  9,589
June 29, 2001 Issuance of
  23,584 common shares                      -                  8,121
                                     ---------   ---------  --------- --------
                                    5,661,002   5,474,151  5,631,544 5,410,400
Diluted:

Remainder of 283,000 shares
due to be purchased pursuant to
April 10, 2000 stock purchase
agreement (Note A)                          -     187,022          -   250,773

March 14, 2001 Issuance of
15% $50,000 Convertible
Subordinated Note, convertible
on March 19, 2002 at $1.06 per
share (conversion is now anti-
dilutive)                                   -                      -

June 26, 2001, issuance of
15% $25,000 Convertible
Subordinated Notes, convertible
on June 26, 2002 at $1.06 per
share (conversion is anti-
dilutive)                                   -                      -

June 26, 2001 Issuance of
Warrants to purchase 20,000
common shares, excluded because
the exercise price exceeded the
average market price                        -                      -

September 27, 2001 Issuance of
15% Convertible Subordinated Note,
convertible on September 22, 2002
at $1.06 per share (conversion is
anti-dilutive)                              -                      -

September 27, 2001 Issuance of
Warrant to purchase 375,000
common shares, excluded because
the exercise price was the same
s the average market price                  -                      -
                                    ---------   ---------  --------- ---------
See also Note A below               5,661,002   5,661,173  5,631,544 5,661,173
                                    =========   =========  ========= =========

</TABLE>


The calculation of both diluted earnings per share for the quarter ended
September 30, 2001 and diluted loss per share for the nine months ended
September 30, 2001 are the same as basic earnings per share and loss per
share respectively because the Company's convertible subordinated notes and
outstanding warrants to purchase additional shares of the Company's common
shares are either anti-dilutive or resulted in no change to the numerator or
denominator.

If the 15% Convertible Subordinated Notes convertible to common shares at $1.06
per share that are outstanding at September 30, 2001 are converted at maturity,
there would be 352,594 additional outstanding common shares, resulting in
90,212 additional weighted average shares included in the calculation of
diluted earnings per share for the quarter ended September 30, 2001, and 53,550
additional weighted average shares included in the calculation of diluted
earnings per share for the nine months ended September 30, 2001.

Note A:  The April 10, 2000 stock purchase agreement specified the purchase of
283,000 common shares; the actual number of shares purchased was 282,829
(since the $1.06 purchase price was approximate); The difference is 171
shares.  This difference causes the denominator used to compute diluted
earnings per share for the three months ended September 30, 2000 and for the
nine months ended September 30, 2000 to show 171 more shares (5,661,173) than
the actual number of shares ultimately issued and outstanding at
September 30, 2001 (5,661,002).