Delaware		91-1859172
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

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PART I.    FINANCIAL INFORMATION
Item 1.		Financial Statements.		3
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations.		11
Item 3.		Quantitative and Qualitative Disclosures about Market Risk.		31
Item 4.		Controls and Procedures.		31
PART II.    OTHER INFORMATION
Item 1.		Legal Proceedings.		32
Item 2.		Changes in Securities and Use of Proceeds.		32
Item 3.		Defaults Upon Senior Securities.		32
Item 4.		Submission of Matters to a Vote of Security Holders.		32
Item 5.		Other Information.		33
Item 6.		Exhibits and Reports on Form 8-K.		33
SIGNATURES				34

		September 30, 2002				December 31, 2001
		(Unaudited)
		(In thousands)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents		$	39,086			$	81,990
Short-term investments			1,250
Accounts receivable, net			176				274
Prepaid expenses and other current assets			1,333				4,737
Total current assets			41,845				87,001
PROPERTY AND EQUIPMENT, NET			4,333				7,236
OTHER ASSETS, NET			3,971				4,674
GOODWILL, NET							16,468
TOTAL ASSETS		$	50,149			$	115,379
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable		$	537			$	942
Accrued expenses			1,695				3,280
Accrued restructuring			3,590				5,676
Unearned revenue			2,969				2,413
Current portion of long-term debt			49				2,034
Total current liabilities			8,840				14,345
LONG-TERM DEBT, less current portion							950
LONG-TERM ACCRUED RESTRUCTURING			739				3,065
Total liabilities			9,579				18,360
STOCKHOLDERS’ EQUITY:
Common stock and additional paid in capital			347,247				378,203
Unearned stock compensation			(656	)			(1,793	)
Accumulated deficit			(306,021	)			(279,391	)
Total stockholders’ equity			40,570				97,019
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY		$	50,149			$	115,379

		Three Months Ended September 30,								Nine Months Ended September 30,
		2002				2001				2002				2001
		(Unaudited)								(Unaudited)
		(000's, except per share data)								(000's, except per share data)
Revenue
Government network		$	1,838			$	838			$	5,107			$	1,789
Business exchange and other							1,806								6,385
Product															8,448
Total revenue			1,838				2,644				5,107				16,622
Cost of revenue
Government network			310				336				1,104				568
Business exchange and other							24								438
Product															9,555
Total cost of revenue			310				360				1,104				10,561
Gross margin			1,528				2,284				4,003				6,061
Operating expenses:
Sales and marketing (including noncash stock-based compensation of $141 and $524 in 2002 and $306 and $1,324 in 2001)			2,513				4,409				7,360				20,888
Technology and development (including noncash stock-based compensation of $120 and $446 in 2002 and $259 and $1,122 in 2001)			1,248				3,299				4,259				12,525
General and administrative (including noncash stock-based compensation of $45 and $167 in 2002 and $100 and $432 in 2001)			1,228				2,095				3,705				7,075
Amortization of goodwill			—				3,927				—				11,523
Restructuring charge (including reversal of noncash stock-based compensation of $0 and $0 in 2002 and ($186) and ($319) in 2001)			—				6,639				—				30,967
Firstsource charge			—				—				—				2,854
Total operating expenses			4,989				20,369				15,324				85,832
Loss from operations			(3,461	)			(18,085	)			(11,321	)			(79,771	)
Other income, net			349				909				1,159				4,081
Net loss before cumulative effect of change in accounting principle			(3,112	)			(17,176	)			(10,162	)			(75,690	)
Cumulative effect of change in accounting principle											(16,468	)
Net loss		$	(3,112	)		$	(17,176	)		$	(26,630	)		$	(75,690	)
Basic and diluted net loss per common share
Net loss before cumulative effect of change in accounting principle		$	(0.41	)		$	(2.11	)		$	(1.32	)		$	(9.02	)
Cumulative effect of change in accounting principle		$	—			$	—			$	(2.14	)		$	—
Basic and diluted net loss per common share		$	(0.41	)		$	(2.11	)		$	(3.46	)		$	(9.02	)
Basic and diluted weighted average shares outstanding			7,642				8,151				7,680				8,391

		Nine Months Ended September 30,
		2002				2001
		(Unaudited)
		(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss			(26,630	)			(75,690	)
Adjustments to reconcile net loss to net cash used in operating activities:
Cumulative effect of change in accounting principle			16,468
Depreciation and amortization			3,083				4,456
Impairment of assets							9,507
Impairment of goodwill							14,130
Loss on sale of property and equipment							467
Amortization of goodwill							11,523
Firstsource charge							2,854
Noncash stock-based compensation			1,137