EXHIBIT 99.3

                          TRANSCRIPT OF CONFERENCE CALL


INCENTRA SOLUTIONS, INC.
THIRD QUARTER AND NINE MONTHS RESULTS
NOVEMBER 23, 2004


OPERATOR:          Good   morning,   and  welcome  to  the  Incentra   Solutions
Incorporated  Third  Quarter and Nine Months  Results  conference  call. At this
time,  all  participants  have been placed on a listen-only  mode, and the floor
will be open for questions following the presentation.  It is now my pleasure to
introduce your host for today's call, Jill Bertotti of Allen & Caron. Ma'am, you
may begin.

JILL BERTOTTI:     Good  morning and thank you for  joining us for the  Incentra
Solutions First Investor conference call. This morning we will be discussing the
company's results for third quarter and nine months ended September 30th, 2004.

                Before we start today's call, there are a few items I would like
to cover with you. First, in addition to the  disseminating  through PR newswire
this morning today's new release announcing the company's  financial results, an
email copy of the release  was also sent to a large  number of  conference  call
participants.  If any of you did not receive a copy of the news release,  please
call our California office at 949-474-4300  after the call and we will email you
a copy. Additionally,  a replay of the conference call will also be available on
the Internet via a link provided at www.incentrasolutions.com.

                Finally,  I have been  asked to make the  following  statements.
Certain   information   discussed  on  this   conference   call  may  constitute
forward-looking   statements  within  the  meaning  of  the  Private  Securities
Litigation  Reform Act of 1995 and the federal  securities  laws.  Although  the
company  believes  that  the  explications  reflected  in  such  forward-looking
statements are based upon  reasonable  assumptions at the time made, it can give
no  assurances  expectations  will be achieved.  Listeners  are cautioned not to
place  undue  reliance  on these  forward  looking  statements.  Forward-looking
statements are  inherently  subject to  unpredictable  and  unanticipated  risk.
Trends in uncertainties such as the company's  inability to accurately  forecast
its   operating   results,   the  company's   potential   inability  to  achieve
profitability or generate  positive cash flow, the availability of financing and
other risks associated with the company's business.  For further on factors that
could impact the company and the statements  contained herein,  reference should
be made to the company's  filings with the Securities  and Exchange  Commission,
including  annual reports on Form 10-KSC,  quarterly  reports on Form 10-QSB and
current  reports on Form 8-K.  The company  assumes no  obligation  to update or
supplement  forward-looking  statements that become untrue because of subsequent
events.




                On the call today from Incentra Solutions,  we have Tom Sweeney,
Chairman and CEO, Paul McKnight,  Chief Financial  Officer,  Walt Hinton,  Chief
Technical  Officer and Mike  Knaisch,  President  of the  company's  Front Porch
Digital Broadcast and Media Services Division.  Management will provide a review
of the results,  after which  they'll be a question and answer  period.  I'd now
like to turn the call over to Tom. Good morning, Tom.

TOM SWEENEY:       Thank you  Jill,  good  morning  to  everyone,  thank you for
joining the call.  Hopefully we can provide some  information  to you all that's
relevant to the third quarter results for the business.  As you've already seen,
we are,  of course,  extremely  happy with the growth of the  business  overall.
Revenues in the third quarter on a combined basis reached $5.3 million, which is
a new high for the company in relation to $3.3  million  last year so the growth
has started to occur.  We are  especially  pleased with the  integration  of the
companies that is going along as we had planned. In some respects, it has had to
have been  accelerated  because of the need to deliver some complete  solutions,
which were ahead of what our  expectations  were in terms of market release.  So
we'll talk a little bit about that. And at this point Paul, I'd like to turn the
call over to you. If you would go ahead and give an  overview  of the  financial
results.

PAUL MCKNIGHT:     Sure.  Good  morning.  I'm happy  today to present  the third
quarter results for Incentra Solutions.  What I'm going to do first is I'm going
to provide the pro forma results; I'll give you some highlights of what happened
in the quarter.  And we believe that the pro forma results are more  appropriate
for us to look at and review because it represents  the combined  result of both
companies for all the period that we report.

                But first all, as Tom said, I'd like to report that the revenues
for the quarter on a combined basis, pro forma basis, was 5.3 million,  which is
a 64% increase over the same period last year of 3.3 million.  On a year-to-date
9 month basis, we recognized 13.1 million in 2004,  which is a 36% increase over
the same period last year of 9.7  million.  The primary  drivers of this revenue
were the continued  success among our recurring  storage  service  revenue,  the
continued  delivery of our software and  professional  services to the broadcast
industry  and 2 key  deliveries  of complete  solutions  that we incurred in the
quarter for hardware, software and services.

                So now, let me discuss a little bit about our cost structure.  I
can't quite  provide a detailed  breakdown at the moment  because we're still in
process of categorizing properly all of the items with our auditors.  However, I
would like to share with you the total cost of revenues  and SG&A for  Incentra.
For the  quarter,  we  incurred  $8.3  million of total costs as compared to 6.3
million for the same quarter last year.  However,  I'd like to point out that in
the 8.3 million of costs;  we incurred 1.4 million of merger related costs.  And
I'll explain a little bit about what was included in those merge-related  costs.
They're all one-time costs of legal, audit fees and special charges, and some of
which, about 800,000 of that number, were associated with non-cash expenses that
we had to recognize. So if we back out the one-time merger costs in the quarter,
cost  without  that impact would have been 6.9 million for the quarter this year
compared to 6.3 million for the previous year's  quarter.  So as you can see, we
had a fairly  accelerated  growth in  revenues,  with a  relatively  stable cost
structure.




                For  the  net  loss  before  amounts   attributable   to  common
shareholders for the quarter was $3.8 million loss compared to a $4 million loss
in the previous  quarter on a pro forma basis.  Again,  if we back up the merger
related costs, I would like to explain to you where our EBITDA  calculation came
out for the quarter.  On a pro forma basis, the EBITDA adjusted for depreciation
factors,  amortization,  and removing the  merger-related  costs were a negative
57,000 compared to 1.7 million dollar EBITDA loss for the same time the previous
year; so significant improvement.

                So now I will share with you the results on a GAAP basis for the
quarter.  And what this will include, the GAAP basis financials will include all
of MSI  results for all of the  periods,  but it will only  include  Front Porch
Digital for the post  acquisition  period after August 18th,  2004. So on a GAAP
basis,  revenues for the quarter were 4.3 million compared to 2.5 million of the
previous  year and 8.6  million  for the 9 months  year-to-date  compared to 7.7
million for the 9 months for the previous year. Again, the net loss attributable
to common  shareholders  on a GAAP basis for the quarter was $2.9  million  loss
compared to a $2.3 million loss the previous year. However,  again, if we backed
up the  merger-related  cost of 1.4  million,  we will  calculate  an  EBITDA as
adjusted on a GAAP basis for the  quarter of a positive  $113,000 as compared to
$857,000 loss for the same quarter last year.

                Now I'd like to point out another  important  item to talk about
with  regards  to  Incentra.  I wanted to  explain  that and make sure  everyone
understands the amounts of investment that Incentra has for 2 key areas.  One is
in our  software  development  for both  our  GridWorks  and our  Diva  software
platforms.  And I  wanted  to  state  that for the  quarter,  Incentra  invested
$467,000 for Q3 of 2004, and 1.1 million on a  year-to-date  basis from 2004 for
software development.  In addition, another key area of investment is we need to
continue to invest in hardware and  software in the data storage  infrastructure
area  to  ensure  that  we can  deliver  the  storage  service  revenues  to our
customers.  The  investment  for  the  quarter  was  127,000  for  data  storage
infrastructure and 1.7 million on a year-to-date basis for 2004.

TOM SWEENEY:       Okay,  thank you Paul.  Now I'd like to turn the call over to
Mike Knaisch who's the President of the Front Porch Digital  Division.  Mike, if
you would please give an update on the third quarter results.

MIKE KNAISCH:      Be happy to. Well as the company  has  announced  on previous
occasions,  compared to 2003, Front Porch has seen about a 2 to 300% increase in
the number and value of deals we've been  competing for worldwide in 2004. So we
see a strong  evidence that the global  migration of the  broadcast  industry to
digital workflow continues to gain momentum.  Front Porch has established and is
leveraging its leadership  position in this growing market.  Since the beginning
of 2004,  we've won more than 80% of the bids  tendered  throughout  Europe  and
Asia, our strongest regions,  and we've won a number of major reference accounts
throughout North America as well.

                In the third  quarter,  which  represented  our 7th  consecutive
quarter for record levels of revenue and new orders,  there were a number of key
deals  that  helped us  achieve  these  results.  In Asia,  we  established  new
relationships with Discovery, MTV and Nickelodeon, and




we now have more than 20 customers  throughout the region where we are the clear
market share leader. In Europe,  we added new  installations  with Disney Spain,
Nickelodeon  UK and the  expansion  of our  relationship  with the  European RTL
network among others. Front Porch now has more than 50 customers throughout this
region, where we are the market share leader as well.

                Over the past 4  months,  we've  augmented  our  sales and sales
engineering resources in North America, and this team's quickly gaining traction
with new business wins with Peninsula,  Thought Equity,  and most  significantly
ComCast,  the  largest  cable  provider  in the  country.  The  ComCast  win was
especially notable for several reasons.  First, as the largest cable provider in
the country,  this was a highly competitive bid and our selection  validates the
progress we're making in North America, establishing the same kind of leadership
position we enjoy internationally. ComCast has chosen Front Porch to replace its
Legacy archive system from Avalon,  the division of EMC, which is one of our key
competitors. And we are migrating the entire ComCast content library to our Diva
Archive platform.  But more importantly,  this transaction  represents our first
customer that has purchased not only Diva Archive and the professional  services
around it, but a complete integrated storage solution,  including servers, disk,
and tape libraries.  Now this ComCast transaction is a model for new business in
the future and it is one example of the  synergies  we've  achieved  through our
merger with MSI. We're currently  gearing up our sales and marketing  efforts to
make an aggressive push behind this strategy  beginning in January of next year,
and we're very excited about the prospects as we look forward.

                One last point worth  noting,  we  announced a global  exclusive
alliance with Telestream,  which is the market share leader in transcoding.  Now
this deal augments the  capabilities we continue to enjoy where our own product,
BitScream,  and more importantly blocks our competition from being able to offer
Telestream's  flip  factory   transcoder  in  competitive   archive   management
solutions.  And we see this as a key competitive advantage that will help us win
more deals  worldwide as  transcoding  increasingly  becomes part of the overall
archive management solution.

TOM SWEENEY:       Okay, thank you Mike. This is Tom Sweeney again. I'd now like
to talk a little bit about the results on the  enterprise  and service  provider
segments of our business.

                The third quarter had one  significant  transaction in it, which
was the provision of a large storage  solution for a digital cinema  broadcaster
here in the  United  States.  That is  something  that we are very  enthusiastic
about.  Glad to see that that's happening as quickly as it did. In addition,  we
had a very large  renewal for our software  for  GridWorks  for a large  managed
storage  service  provider here in the United States where they will continue to
use our software to manage approximately 300 terabytes of infrastructure  across
11 different data centers.

                In  addition,  we saw strong  gains in both our  enterprise  and
service  provider space for recurring  revenues,  with additional  servers being
added across the board and increasing storage volumes from all the customers. So
that was very positive.




                And  lastly,  we have  seen an  increase  in the  volume of both
proposals and funnel work that is going on in proposing both complete solutions,
especially  around the outsourcing of managed storage  infrastructures  for data
protection. So that has been a positive attribute as well for the quarter.

                At this time, I'd like Walt Hinton to give a brief update.  Walt
is our Chief Technology Officer. Walt, go ahead.

WALT HINTON:       Thank you very much Tom.  The  business  is very  focused  on
delivering complete solutions,  and the technology initiatives going forward tie
directly to that. Mike had referenced the  significant  win at ComCast.  When we
described complete solutions,  we mean all of the hardware, all of the software,
and  professional  services to deliver turnkey  solutions for archives,  for the
broadcasters,  as well as turnkey  solutions for data protection for traditional
enterprise as well as service providers.

                There are 4 key  elements  that we  believe  make up a  complete
solution. The ability to provide remote monitoring as well as remote management,
the  ability to  perform  professional  services  around  assessments,  designs,
implementations,  as  well  as all  of  the  procurement,  and  then  ultimately
outsourcing of storage operations on behalf of our customers. This includes also
all of the  hardware and  software  that are provided and  developed by Incentra
Solutions  or through  our  partners.  And then  lastly,  the ability to provide
financing and capital solutions on behalf of our customers.

                We see the  market  having  some key  primary  drivers  that are
helping to create this demand that fuels a very healthy  business.  The first is
that we see  storage  growth on an annual  basis  continuing  at 50% or  greater
compound annual growth rate. There are also new technologies, such as serial ATA
disk or  nearline  storage  that are also  coming in to the market and  creating
changes to the way people manage their  protection  solutions as well as digital
archives.  The result of that creates a more heterogeneous  storage environment,
which  creates  more  complexity,  and  therefore a need for a trusted  advisor.
Additionally,  we see both internal and external compliance requirements driving
traditional  enterprise  to up the ante in terms  of  their  storage  management
capabilities.

                At the same time, we don't see staffing  growth  continuing at a
compound  growth rate of 50% or more like the storage  growth  rate,  but rather
staffing  is  expected  to grow more  about  the  lines of 10%.  So the need for
augmentation or efficiency  improvements is further heightened.  And at the same
time, the requirement for operational cost improvements is also increasing.

                So the result for the Incentra Solutions business is to continue
to focus  our  investment  in our  software  solutions,  both  the Diva  Archive
solution as well as the GridWorks storage operating system.




                And lastly, we will continue to expand our partnerships, both on
a hardware and a software basis to be able to deliver those  complete  solutions
in a heterogeneous  environment,  and provide the right tools and the right time
on behalf of our customers.

TOM SWEENEY:       Okay Walt,  thank you.  I'd like to summarize a few items for
you so you have a better feel for where the business is focused and the types of
things we need to accomplish as we go forward.

                Number one, complete  solutions are the key. We have to continue
to put  ourselves in a position  where we can take a greater  percentage  of the
total spend by our target markets as we go forward. So it's not enough to be the
leader in the archive management software space, we want to become a leader from
a solutions  perspective.  And that means that we need to be able to provide all
of the hardware, all the software, the professional services, and in some cases,
the financing necessary for customers to implement these solutions.

                That  is  true  also  in  the   enterprise   space.   Those  are
requirements  that are not unique  just to  broadcasters.  So the  company  will
continue to do that. We think we have a very favorable  position in terms of how
the company's position versus our competitors.  Our intellectual  property gives
us that advantage. It's one that we can exploit today and as we go forward.

                As we move  along  here  now,  we  will  continue  to  introduce
services,  both early next year and later  next year in terms of  expanding  the
monitoring and management  that we can offer,  as well as generating  additional
product solutions on a broadcast space.

                As Mike  Knaisch  had  mentioned,  we have  increased  the sales
engineering,  sales resource on the broadcast side of the business. We are going
to continue to do that as we see our growth  accelerate.  For the enterprise and
service provider  segment,  we are just beginning the process now of introducing
some additional  sales and sales  management  personnel.  Those are resources we
would  expect to add some time in the first  quarter,  and start to see  results
from those  additional  resources as we exit the second quarter and move farther
in to the year.

                Finally, the company has determined that there are opportunities
for us on a broader  scale  basis.  In the last 9 months,  we have found that in
order to sell complete solutions or introduce monitoring and management services
to customers,  we need to be present when the  customers  are making  technology
decisions and purchases. That experience has been brought about through our work
with  both  the  VARK  (sp?)  community  as well as  with  professional  service
companies,  and we  believe  at this  time it makes  sense  for the  company  to
consider the  possibility  of acquiring a company that already has a presence in
the  storage  business  that is selling  hardware,  software,  and  services  to
customers, and that we can add our monitoring and management capabilities to.

                To that  extent,  we  have  gone  ahead  and  retained  Inverary
Partners as an advisor from an acquisition  perspective and Wells Fargo has been
retained to provide  guidance and support around financing  solutions,  if those
were required. There is no guarantee that the




company will find an appropriate  candidate to acquire, or that the company will
be able to reach  agreement  with any candidate  that they think would be a good
acquisition  for the  business,  but it's  certainly  one that we think is worth
spending  some of our time and money on because we think we can  accelerate  the
company's position and growth characteristics overall.

                In  addition,  we have  retained  Allen & Caron as our  Investor
Relations firm. Obviously their focus is  straight-forward.  We want to increase
the  amount  of  institutional  awareness  and  buying  of  the  company  stock.
Hopefully,  that will result in a strengthening currency as well as in a greater
share price,  which we think would be  appropriate  for the value of the company
overall.

                And then finally, for all of our shareholders, one of the things
that is  important  is that the  company  formulate a plan to move up to a major
exchange and off the bulletin  board.  Now this is something  that  requires the
company to meet a number of pre-determined qualifications,  both in terms of its
size,  its  institutional  shareholdings,  its  stock  buying,  as  well  as its
capitalization,  those are all items that we're working to understand, but it is
certainly our intent as we move forward in to 2005 to position the company to be
able to move to a major  exchange,  which  we  think  in the  long run is a good
investment  in terms of dollars on our part,  and will create the type of return
that our shareholders expect.

                At this point, I think we've ended the formal presentation,  and
we are in a position to go ahead and take questions.

OPERATOR:          Thank  you.  The floor is now open for  questions.  If you do
have a question, please press star one on your touchtone telephone at this time.
If at any point your  question is  answered,  you may remove  yourself  from the
queue by pressing the pound key.  Questions will be taken in the order that they
are received.  And we do ask that while posing your question, you please pick up
your handset to ensure proper sound  quality.  Once again,  to ask a question at
this time,  please press star one on your touchtone  telephone.  Please hold the
line while we poll for questions.  Thank you, our first question today is coming
from Wylie Johnson of Highline Advisors. Please go ahead with your question.

WYLIE JOHNSON:  Good morning, gentlemen. Could you go into a little more detail
about your pipeline? I think Mike had mentioned the Front Porch pipeline was up
200 to 300%. Did I hear that correctly? And maybe going in more detail about
where that business is actually coming from relative to your direct focus and
your indirect focus.

TOM SWEENEY:       Right.  Mike,  would you please go ahead and  answer  Wylie's
question.

MIKE KNAISCH:      Certainly.  Well,  for starters,  we have weekly sales funnel
calls during which we review the 30-60-90 day  opportunities,  and we also track
outward on a 6 month basis.  And, you are correct,  as we look in the  aggregate
comparing our sales funnel experience this year compared to 2003, there has been
a two to 300%  increase in the market.  In terms of where those deals are coming
from, direct versus indirect, the vast majority of our business,  probably close
to 85%, is coming through  indirect  channels.  And the partner  network that we
have is very broad,




representing the key players in the value chain of delivery of digital broadcast
solutions. So they would include large storage hardware providers,  storage tech
being the most notable among them. We have more than 40 installations  worldwide
operating  on  a  storage  tech  platform.  We  also  work  with  large  systems
integrators,  like AF Associates  and Thompson.  Those 2 channels  represent the
majority of the indirect  business  that we have.  But we also have a variety of
regional  distributors who could be simply borrowers,  as Tom has described,  or
business coming through asset management or automation vendors and other related
businesses in the digital supply chain.

WYLIE JOHNSON:     Well it's Wylie here, just assuming your closure rates remain
the same, I guess the business is likely to pick up, is there any  bottleneck in
delivering on this pipeline?

MIKE KNAISCH:      Well,  certainly  scaling the business to meet the increasing
demand is a key  consideration  for us, and we have continued to invest in those
delivery  resources.  But we have also  found  that  partners  are an  effective
delivery  channel for us, and we have several  integrators  that have been fully
trained on the delivery of Diva  Archive,  and that's an activity that we expect
to continue.

TOM SWEENEY:       Yeah, and I think I'm going to add one item here, this is Tom
Sweeney.  One of the key  aspects  of  delivering  greater  volumes  of  archive
solutions,  whether it's for the archive  software  itself or whether it's for a
broader more complete  solution,  is that we need to make sure that we're making
progress in minimizing  the amount of  customization  that's  required for these
individual  broadcasters.  The company has made great  progress in that  respect
from the  standpoint  that now less  than  50% of the  archives  that are  being
purchased  require  any  form of  significant  customization.  So the  company's
ability to be integrated  across the very broad spectrum of workflow  engines as
well as the  ability to control a very wide set of  storage  infrastructures  is
very well developed now. So I don't think we're going to encounter any near-term
issues from a scaling perspective.

WYLIE JOHNSON:     Okay, I have a follow up here,  if that's  okay,  relating to
the ComCast  business.  And I guess I was,  didn't  quite hear that.  Was that a
total  solution  that you had sold to ComCast?  And is that in the U.S.?  And is
there, I guess that's my question relating to ComCast.

MIKE KNAISCH:      Yes,  ComCast is a  complete  integrated  solution  including
hardware,  professional  services,  as well as all of the server  infrastructure
required to  operating  Diva  Archive,  the disk and tape  libraries.  And it is
located in the U.S.; it's actually based in their  operations  center,  which is
south of  Denver.  And that  installation  is nearly  complete,  over the next 3
months we'll be  migrating  their  library  from the Avalon  system over to Diva
Archive.  In fact, ComCast has just this month delivered an additional order for
increased capacity.

TOM SWEENEY:       Thank you, Mike.

OPERATOR:          Thank you.  The next  question  today is coming from  Michael
Shonstrom of Shonstrom Research. Please go ahead with your question.



MICHAEL SHONSTROM:  Yeah, my question had to do with the industry.  I mean if, I
looked at a couple of different  resellers out there. Up until the last quarter,
they've had difficulty growing their top line, profitability is hard to come by,
many operate at small losses, the pressure on pricing on equipment  continues to
be problematic. More and more equipment offerings are coming out that reduce the
cost of storing  data. I mean the cost per bit of storage  just  continues to go
down,  down,  down,  and I think IBM just announced a new array of disk products
that, you know, lowers that bar yet once again fairly significantly according to
them.  And so could you talk a little bit about  what's your  business  model in
terms of your, you know,  gross profit  margins,  what your operating  costs are
going to be,  SG&A and so on,  where do you think  that's  going to be, and what
advantage  you may have in being able to price?  Does your stock,  a proprietary
software offer this?

TOM SWEENEY:       Okay. So,  Michael,  thank you for being on the call, this is
Tom  Sweeney.  Let me give you a couple of comments  and then I'll  provide some
color around it.

                I can't,  today,  give you the breakdown on the gross margins or
PNL, those items, simply because the auditors need to finish their work. That'll
be filed  shortly and then we can of course go in some more  detail.  But let me
give you some answers from a historical perspective and where we would expect to
take advantage going forward.

                From a  historical  standpoint,  software  when we sell it, like
Diva Archive or if we sell software like  GridWorks,  those  generally come with
very high gross margins  associated with them, both for the upfront license fees
as well as for the  maintenance or recurring  fees  associated  with  supporting
them. That particularly capability is one that provides an advantage when trying
to create a complete solution.

                The pricing  pressures  that you  mentioned  in the  marketplace
aren't  real. I don't think there are many VARs or storage  solutions  providers
out there that are not feeling very  pressured in terms of being able to deliver
product,  and frankly with very thin margins. But when we talk about providing a
complete  solution,  and not just  hardware or software,  but also being able to
deliver remote  monitoring and management,  those are the types of services that
also have very high gross margins associated with them because all of the remote
monitoring and management that we do is highly  automated.  Today we manage some
6,000 hardware  elements around the world from our (inaudible)  here in Colorado
which has 12 people in it.

                So, as we go forward,  where we see the synergy and the value of
the businesses  being able to  participate  across a broad spectrum of services,
that includes,  in some cases, the need to supply hardware to customers,  and we
may not be able to extract any greater  premium than any other  company in terms
of selling that  product.  But we do know that we will have  greater  returns by
introducing  our  professional  and managed  services than  providing a complete
solution as we go forward.

                So there  are VARs out there in the  world  today,  many of them
lack the ability to do complete solutions. And very significantly,  most of them
lack  recurring  services,  which  is a key  part  for  profitability  as you go
forward.



MICHAEL SHONSTROM: The recurring  service  feature,  the, you know,  the managed
storage  doesn't seem as though it's overly  unique in that other  companies can
get in to that.  What  sort of  advantage  do you have at this  point to sort or
protect that space?

TOM SWEENEY:       Right. So the managed services business is one that's defined
by the software  platform that you operator  from.  So  GridWorks,  our internal
software,  is a large scale storage resource  management  platform.  If you were
going to be in the storage  management  business,  you would not only  require a
software  platform  like  that,  but you would also then need to have all of the
people,  the processes,  and the maturity to be able to manage the  environments
for your customers.  So as a competitive  barrier,  there are no other companies
that have  GridWorks  number one, there are certainly  other  companies that can
provide storage management  services.  But generally,  those companies look like
the very largest systems  integrators around the world. So companies like IBM or
CSC or CA or Corel;  those  are all  companies  that  when they  offer to manage
infrastructures,  they  generally  are  making  offers to manage all of the data
center and all of the operations,  as well as potentially taking over all of the
development and applications availability. And so our offering, which is focused
much more around the data protection  area, an area that is most  susceptible to
outsourcing, is one where we have a specialization, and we do not find ourselves
competing with the large systems integrators.

MICHAEL SHONSTROM: Interesting,   yeah.  Yeah,   that's  where  I  thought  your
competition  would come from, but apparently it's not specifically in that area.
And one final question,  I just, if, you've got, I guess, a revenue  recognition
issue with your business in installation type operations. Could you just, do you
have any feel for what that will be, whether you're  recognizing all the revenue
up front,  or over  some  sort of period of time,  and what does that do to your
reported results versus your cash business?

TOM SWEENEY:       Right.  So let me  give  you a  general  answer,  this is Tom
again. So the revenue recognition  policies that the company follows are made up
of a number of different  characteristics.  Software,  if it is sold as a single
license,  you generally recognize that software license upfront and maintenance,
of course, you would recognize over the life of the contract.


                For our recurring service  customers,  we recognize  revenues as
they are in further build,  on to the customers on a monthly  basis.  And in the
case where we are doing larger projects or complete solutions,  like we did with
ComCast,  there are a series of recognitions  that take place,  both at the time
that hardware is delivered and accepted, the time that software is delivered and
accepted, and in some cases, over a progress period for professional services if
development was required or integration. So we have to maintain,  unfortunately,
more than one solution from a revenue recognition standpoint.  What it means for
us,  though,  from a cash flow  perspective,  it's a little bit harder to answer
that because the contracts  have  different  formulas in them. We certainly have
contracts  where customers are required to pay a significant sum of the contract
upfront,  and then we incur  expenses  as we move  along.  There are other cases
where there's  progress  payments or payments that are made at the completion of
the project.  So generally,  we have to match them up, but we have more than one
method we have to follow.




MICHAEL SHONSTROM: Great,  okay. I guess that was a silly  question any way. But
thanks.

TOM SWEENEY:       You're welcome.

OPERATOR:          Once again, if you do have a question,  please press the star
key followed by the number one on your touchtone telephone.  We have a follow up
question  coming from Wylie Johnson of Highline  Advisors.  Please go ahead with
your question.

WYLIE JOHNSON:     Tom, can you talk about the business  going  forward?  I mean
you've showed some nice sequential increase.  Do you expect the business to grow
in to the  December  quarter?  And then  subsequently  into March and maybe even
further  out?  And if so, what does that do to your bottom  line;  I mean you're
basically  break-even?  Can  you  give  any;  I guess  forward-looking  guidance
relating to profitability? And also, what's the cash on the balance sheet?

TOM SWEENEY:       Right. So Wylie, let me try and answer the question as best I
can. So number one, we can't give forward-looking guidance today for a couple of
reasons.  One,  we need to finish  the work that we're  doing  with our  outside
auditors and accountants. But more importantly, the fourth quarter, the December
quarter, is one which, you know, is susceptible to the impact of holidays on our
deliveries for projects or for  implementation.  So, it's a little bit difficult
to give guidance right now. We are working  aggressively  to develop and analyst
following  which  can then be used to  provide  some  external  views  about the
company's  expectations as we go forward. We certainly think there's opportunity
to continue to grow the business at a rapid pace.  Certainly when we look at our
views  towards next year,  towards  2005,  you know,  we would be  significantly
disappointed if we didn't continue growth. So, that is certainly the plan.

                As we prepare to release the integrated results for the company,
we will go ahead and make it possible for people to understand where the company
needs to be operating at from a revenue  perspective  for it to be either income
positive  or to be  positive  on an  EBITDA  basis.  But I can tell you that the
EBITDA  performance  for the company  ought to be positive  from that respect is
probably down in about the 4.5 million range. So it's actually quite a bit lower
than  where we were  for the  third  quarter.  And that has a lot to do with the
one-time results of the third quarter in delivering some larger  infrastructures
that frankly don't generally necessarily significant profits on their own.

WYLIE JOHNSON:     Okay.

TOM SWEENEY:       Are there any other questions?

OPERATOR:          No sir,  there are no further  questions at this time. Do you
have any closing comments?

TOM SWEENEY:       Yes.  I'd just like to conclude by saying  number one,  thank
you for  joining  the call,  taking  the time out of your  holiday  week.  We're
certainly appreciative of your time. I'm sorry that we couldn't arrange to do it
last week but trying to get through all the financial results and the completion
from an  accounting  perspective  has  been  quite a bit of work,  as you  could
imagine. We will be back again in the first quarter to review the fourth quarter
results and I'll  provide  updates or make  ourselves  available as people would
like. Thank you.

OPERATOR:          Thank you for your  participation.  That does  conclude  this
morning's teleconference.  You may disconnect your lines at this time and have a
great day. Thank you.