Delaware		52-2137343
(State or other jurisdiction of incorporation)		(I.R.S. Employer Identification No.)

400 Minuteman Road Andover, Massachusetts		01810
(Address of principal executive offices)		(Zip Code)

				Page Number
		PART I. FINANCIAL INFORMATION
Item 1.		Financial Statements
		Consolidated Balance Sheets as of October 31, 2002 (unaudited) and July 31, 2002		3
		Consolidated Statements of Operations for the three months ended October 31, 2002 and 2001 (unaudited)		4
		Consolidated Statements of Cash Flows for the three months ended October 31, 2002 and 2001 (unaudited)		5
		Notes to Interim Consolidated Financial Statements (unaudited)		6
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations		14
Item 3.		Quantitative and Qualitative Disclosures About Market Risk		28
Item 4.		Controls and Procedures		28
		PART II. OTHER INFORMATION
Item 1.		Legal Proceedings		29
Item 2.		Changes in Securities and Use of Proceeds		29
Item 3.		Defaults Upon Senior Securities		29
Item 4.		Submission of Matters to a Vote of Security Holders		29
Item 5.		Other Information		29
Item 6.		Exhibits and Reports on Form 8-K		30
SIGNATURES				31

ASSETS		10/31/2002				07/31/2002
		(unaudited)
		(In thousands, except par value)
Current assets:
Cash and cash equivalents		$	13,100			$	21,842
Accounts receivable, less allowance for doubtful accounts of $635 and $617 at October 31, 2002 and July 31, 2002, respectively			4,442				3,553
Due from CMGI and affiliates			—				3,724
Prepaid expenses and other current assets			2,690				3,292
Assets held for sale			1,141				1,022
Total current assets			21,373				33,433
Property and equipment, net			10,157				12,412
Other assets			5,768				3,839
Restricted cash			3,850				3,850
Total assets		$	41,148			$	53,534
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Capital lease obligations, current portion		$	2,187			$	2,123
Due to CMGI			—				3,241
Accounts payable			1,561				1,803
Accrued expenses			7,353				7,932
Deferred revenue			880				1,619
Customer deposits			230				199
Total current liabilities			12,211				16,917
Capital lease obligations, less current portion			212				378
Convertible notes payable, net			29,469				27,695
Total liabilities			41,892				44,990
Stockholders’ equity (deficit):
Preferred Stock, $0.01 par value. Authorized 5,000 shares; no shares issued or outstanding at October 31, 2002 and July 31, 2002			—				—
Common Stock, $0.01 par value. Authorized 395,000 shares; issued and outstanding 95,610 and 93,723 shares at October 31, 2002 and July 31, 2002, respectively			956				937
Additional paid-in capital			345,204				344,945
Accumulated deficit			(346,904	)			(337,338	)
Total stockholders’ equity (deficit)			(744	)			8,544
Total liabilities and stockholders’ equity (deficit)		$	41,148			$	53,534

		Three Months Ended
		10/31/2002				10/31/2001
		(In thousands, except per share data)
		(unaudited)
Revenue:
Revenue		$	6,905			$	13,483
Revenue, related parties			1,310				5,796
Total revenue			8,215				19,279
Cost of revenue			9,751				21,377
Impairment of long-lived assets			—				27,359
Total cost of revenue			9,751				48,736
Gross deficit			(1,536	)			(29,457	)
Operating expenses:
Product development			382				1,977
Selling and marketing			1,027				2,636
General and administrative			2,888				6,835
Total operating expenses			4,297				11,448
Loss from operations			(5,833	)			(40,905	)
Other income (expense):
Interest income			273				164
Interest expense			(3,765	)			(3,609	)
Other income (expense), net			(241	)			10
Net loss		$	(9,566	)		$	(44,340	)
Basic and diluted net loss per common share		$	(0.10	)		$	(0.71	)
Basic and diluted weighted average number of common shares outstanding			94,057				62,073

		Three Months Ended
		10/31/2002				10/31/2001
		(In thousands)
		(unaudited)
Cash flows from operating activities:
Net loss		$	(9,566	)		$	(44,340	)
Adjustments to reconcile net loss to net cash used for operating activities:
Depreciation and amortization			1,948				5,363
Amortization of beneficial conversion feature to interest expense			1,773				—
Interest on debt paid in stock			276				1,500
Impairment of long-lived assets			—				27,359
Loss on disposal of assets			166				—
Provision for bad debts			14				1,750
Amortization of interest related to stock warrants issued with notes to CMGI			—				1,076
Changes in operating assets and liabilities:
Accounts receivable			2,821				(1,978	)
Prepaid expenses and other current assets			(230	)			(28	)
Other assets			35				(504	)
Due to CMGI			(3,241	)			2,390
Accounts payable			(242	)			(3,899	)
Customer deposits			31				38
Accrued expenses and deferred revenue			(759	)			1,762
Net cash used for operating activities			(6,974	)			(9,511	)
Cash flows from investing activities:
Purchases of property and equipment			(10	)			(842	)
Purchase of debt securities			(1,963	)			—
Proceeds from the sale of equipment			307				—
Restricted cash			—				602
Net cash used for investing activities			(1,666	)			(240	)
Cash flows from financing activities:
Proceeds from exercise of stock options and employee stock purchase plan			—				21
Payment of capital lease obligations			(102	)			(42	)
Payments of software vendor obligations			—				(221	)
Net cash used for financing activities			(102	)			(242	)
Net decrease in cash			(8,742	)			(9,993	)
Cash, beginning of period			21,842				22,214
Cash, end of period		$	13,100			$	12,221
Supplemental disclosure of cash flow information:	&