Letter Agreement


 Exhibit 4.1
 May 28, 2003 
 
Allin Corporation 
Allin Corporation of California 
Allin Corporation of
Pennsylvania, Inc.
Allin Interactive Corporation
Allin Digital Imaging Corp.
Allin Network Products, Inc. 
Allin Holdings Corporation
381 Mansfield Ave., suite 400 
Pittsburgh, PA 
 
Dear Richard and Timothy:

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

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







  Allin Corporation 
May 29, 2003 
Page 2

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







  Allin Corporation 
May 29, 2003 
Page 3
                              The Borrower agrees to execute and deliver such
instruments, documents, certificates, opinions, assurances, and actions as the Bank may request, to effect the purpose of the transaction described in this commitment letter. The Bank’s obligation to make the loan shall be subject to receipt by
the Bank of properly executed documents in form and substance satisfactory to the Bank and Bank’s counsel. All proceedings, agreements, instruments, documents, and other matters relating to the making of the loan, and all other transactions
herein contemplated, shall be satisfactory to the Bank and to Bank’s counsel. While our mutual efforts will be directed toward the closing of this transaction, we may require that the transaction be restructured or otherwise
modified.
                              This commitment is
issued in reliance on, and the validity and binding effect of this commitment shall be subject to, the accuracy of all information, representations, schedules, and other materials or data submitted by the Borrower on the Borrower’s financial
standing and the financial standing of the principals of the Borrower as set forth in the financial statements and other information submitted by the Borrower to the Bank and in reliance on the Borrower’s statements as to the value of the
Collateral and its intended usage, all of which is deemed material. Any misrepresentation of a material fact, whether intentional or otherwise, made prior to issuance of this commitment or any change of any material fact (in the business, assets,
operations, or conditions, financial or otherwise, of Borrower and/or any other party guarantying or pledging collateral on behalf of the Borrower) after the issuance hereof shall, at the Bank’s sole option, render this commitment void without
further notice to the Borrower. In such event, the Bank, at its sole option, may elect not to close the loan.
                              If the terms of this loan are satisfactory, please
sign, date and return the enclosed copy of this letter in the envelope provided. This commitment is effective for thirty (30) days from the date of this letter. This offer will expire if we have not closed the loan within ninety (90) days of the
commitment letter date. If you have any questions or desire clarification on the conditions, please give me a call at (724) 465-1430.
                              This commitment cannot be assigned to any other
party without the express written consent of S&T Bank.
                              I appreciate the opportunity to be of service to
you and look forward to a mutually beneficial relationship.

		
	  	Sincerely,
	 	 
	 	 
	  	/s/ DAVID G. ANTOLIK
	 	 
 
	  	David G. Antolik
Senior Vice President


 DGA/mam
 






 
 Allin Corporation 
May 29,
2003 Page 4
                              Agreed to this 31st day of July, 2003 with the
intent of being legally bound; the undersigned hereby accepts the foregoing Commitment and agrees to the terms and conditions here.

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