MARKETLINK INC, 10KSB40, 1997-03-28

MARKETLINK INC
10KSB40, 1997-03-28
TELEPHONE INTERCONNECT SYSTEMS

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB

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

For the fiscal year ended December 31, 1996.

Commission file number 0-25764

OneLink Communications, Inc.

Minnesota 41-1675041
State of Incorporation I.R.S. Employer Identification No.

10340 Viking Drive, Suite 150
Eden Prairie, MN 55344
(612) 996-9000

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, Par Value $.01

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 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 ___

Check if there is no disclosure of delinquent filers in response to Items
405 of Regulation S-B in this form, and no disclosure will be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of the Form 10-KSB or any amendment to
this Form 10-KSB. [X]

The Company's revenues for the fiscal year ended December 31, 1996 totaled
$1,099,000.

The aggregate market value of the Common Stock held by nonaffiliates of the
registrant as of March 14, 1997 was approximately $3,679,800 based on the
closing bid price of the Registrant's Common Stock on such date. The number of
shares outstanding of the registrant's $.01 par value common stock, as of March
14, 1997 was 2,943,831.

Transitional Small Business Issuer Format (Check One):

Yes ____ No X

Documents Incorporated By Reference

Portions of the registrant's Proxy Statement for its May 22, 1997 Annual
Meeting, which will be filed by April 22, 1997, are incorporated by reference
into Items 9, 10, 11 and 12 of Part III.

<PAGE>

PART I

Item 1. Description of Business

General

OneLink Communications, Inc. (the "Company" or "OneLink"), formerly MarketLink,
Inc., was incorporated in Minnesota in June, 1990. The Company is engaged in the
design, development and operation of interactive computer telephony systems.
OneLink's systems facilitate caller information transactions which collect and
distribute information, create customer databases and access location-specific
services by telephone on a fully automated basis. OneLink provides interactive
computer telephony services using equipment and application software located at
customer locations or available nationally through 800 access at the Company
headquarters in Minnesota.

On May 13, 1996 at the annual shareholders meeting, the former Company board of
directors and officers resigned and the present directors and officers were
elected and appointed. Subsequently, a new management team has been assembled
and it has developed a new business strategy which emphasizes revenue
compensation based on volume or revenue-sharing . The Company offers Internet
access with its existing interactive telecommunications services using a single
database architecture labeled "OneLink".

The Company previously offered six major products, each based on the Company's
interactive voice, fax and data software, using various application names:

OneLinko, a single number call routing system used primarily in the food
delivery industry;

InfoLinko, a comprehensive information system designed for the newspaper
industry;

FastLinko, a total real estate information package for major realty firms;

FirstLinko, a multi-purpose system for a wide variety of corporate
applications;

DataLinko, a system component which can be integrated with the Company's
other products to capture data from callers and to build customer
databases; and

AccuLinko, a Geographic Information System that displays complex data in a
single graphic format.

The Company has developed and is implementing a new marketing strategy to
simplify its marketing efforts and is now offering its products using solely the
"OneLink" name. The "OneLink" name is a registered trademark of the Company.

Products and Services

The Company provides a wide range of interactive services using it's in-house
facilities and expertise for the conceptual design and execution of the
interactive telecommunications services. The Company furnishes interactive
software design, application consulting, hardware integration, voice recording,
internet content design, graphic design and printing of access cards, and
business reporting and mapping.

<PAGE>

Interactive Information Services

OneLink's interactive information services are designed for a wide range of
corporate, government and educational applications. OneLink interactive
information services offer fully automated solutions for customers whose
activities include dispensing, receiving and managing information. The basic
system permits easy modular configuration to serve specific tasks. For example,
it is easily modified to provide benefit information to employees, or product,
parts or service information to customers, distributors or retailers, 24 hours a
day. The following applications are currently available:

Interactive Media Service

OneLink's interactive media service is designed for news organizations
to highlight their position as an information source in their
communities. The interactive voice response system allows readers,
listeners or viewers to receive news and information by telephone at
any time. When a call is received for sports scores, stock updates,
weather and traffic reports or hundreds of other categories of
information, the OneLink system automatically forwards the caller's
request to the appropriate database and then delivers a voice or fax
reply to the caller.

Interactive Real Estate Service

OneLink's interactive real estate service allows callers to shop for
real estate using the telephone. Callers can obtain information on a
specific property or a listing of all properties in a specific
geographic area which match a caller's selection criteria, including
price and number of bedrooms and baths. Callers can also obtain
information on current and upcoming open houses, mortgage
calculations, moving information and a directory of listing agents to
whom they can be connected with automatically. The OneLink real estate
system replies to the caller by voice or fax according to the caller's
instructions.

Interactive Financial Services

OneLink's interactive financial service provides timely financial
information to stockholders and others interested in timely financial
market information. OneLink allows stockholders and others the ability
to access and retrieve market information by either telephone, fax,
postal mail, electronic mail, or by interactively viewing the
information online through the Internet. Typically the market
information available includes a Company's dividend, earnings and
current share price information, press releases, and answers to
commonly asked questions and other information a company wishes to
make available.

Interactive Healthcare Services

OneLink's interactive healthcare services allows health care providers
to gather patient information and delivering information to
health-plan members using a touch-tone telephone. Using a personalized
health-plan member card, members can access a menu of information
choices, including interactive surveys on current health risks and
patient satisfaction and answers to specific medical questions.
OneLink's geodemographics evaluate and display data in a clear visual
format, allowing clients to track health-plan member's survey
responses and generate customized reports for members or primary care
physicians.

<PAGE>

Database Creation

OneLink's systems continually update its databases each time a caller uses a
touch-tone telephone keypad. OneLink's applications can collect data each time a
caller accesses a OneLink system including the caller's identity, geographic
location and the information provided to or requested by the caller. These
customer databases document application program usage and provide the source
data for reporting, market research and program management. The contents of
these databases are used to convert caller data into marketing intelligence.

Interactive Access Cards

In August of 1996, the Company purchased an access card business, Provident
Worldwide Communications, Inc. OneLink sells access cards as a means to
stimulate caller usage for the Company's products and services. Access cards are
a computer telephony product that function as a hand-held user guide or
instruction set, directing callers through an interactive program. By
incorporating the incentive of free long distance calling time, the access card
becomes a promotional vehicle which encourages customers to use a client's
interactive service.

Single Number Service

OneLink's Single Number Service (SNS) systems are designed for companies which
have multiple locations within a local calling metropolitan area. SNS
immediately routes customer calls, on the basis of the caller's location, to a
Company's location closest to the point where the call originated. The Company
provides this service by creating a geographic routing database which resides in
the local telephone switches of many Regional Bell Operating Companies (RBOC).
The Company also offers equipment and geographic routing database software
located at customer locations to provide the service.

Teledata Services

OneLink's Teledata Services converts caller data from a tabular format to points
and attributes displayed on a map, using Geographic Information Service (GIS)
methodology. These reports strengthen a customer's insight and market
intelligence. Each time a caller uses a OneLink application, the system collects
data which identifies the caller's geographic location and the information
provided to or requested by the caller, creating a unique detailed record within
the database. GIS technology increasingly is being used by businesses to provide
information needed to shape decisions and to translate large amounts of tabular
information into an easy-to-read graphic format.

The Company is expanding its Teledata services within the telecommunications
industry by offering enhanced reporting and mapping services for business
analysis and marketing purposes. The Company has developed these new Teledata
products and services with a sales focus on the Regional Bell Operating Centers
(RBOCs), new Local Access Carriers, existing InterExchange Carriers and the
Teleservices Industry.

<PAGE>

Industry Background

Interactive computer telephony communications is a term used to describe a
communication between parties to which information passes from and to both
parties. In the past, the only form of interactive communication was
conversational; however, the advent of the computer and its eventual integration
with the telephone has dramatically increased the options for Interactive Voice
Response (IVR) computer telephony applications. Early examples of interactive
computer telephony systems include banking by phone and automated payment
systems. More recently, the advances in computer and telephone technology have
led to the development of new applications, including offering information on
demand, geographic and interactive call routing and automated retail sales
systems.

Interactive computer telephony has become a major component providing both
product and service differentiation and enhanced profit margins within the
telecommunications industry. Telecommunications products and services are
increasingly viewed as a commodity service within the marketplace, as an
increasing number of resellers offer competitive rates priced below the major
industry players for similar services. The introduction of competition in the
local access market has caused the RBOCs to seek the enhanced telecommunications
services necessary to retain their current business customers; these same
pressures create the need within AT&T, MCI and other local access competitors to
offer enhanced services to attract and convert current RBOC business customers.

The rate of technological change, the need for product and service
differentiation and enhanced profit margins, combined with the increased access
to telecommunication networks, has created an ideal environment for fast-moving,
entrepreneurial companies to enter an industry previously controlled by large
regulated monopolies. As a result, the interactive computer telephony industry
is expanding rapidly, with an increasing number of open systems hardware and
application software companies competing within an expanding marketplace. Future
industry technology improvements are expected to provide continuous voice
recognition, automated facsimile response, text-to-speech recognition and
interactive video capabilities. These technological advances will facilitate the
evolution of interactive multimedia communication offering input and output
through audio, video, data, facsimile and/or computer.

OneLink recognized the need to integrate the Internet as a visual interactive
communications alternative to the Company's current verbal information products
and services. The Company initiated a development effort in 1996 to combine the
Internet and IVR into a seamless architecture marketed as "OneLink". For any
customer unwilling or unable to access the Internet, this integration of visual
and verbal communications allows the Company to offer total market coverage for
all current products and services.

Systems Design

The Company's systems are designed using an open architecture for maximum
flexibility with respect to the adoption of new modular applications,
customization of specific applications and incorporation of new technology. The
systems are an integration of proprietary software with products from a variety
of leading outside software vendors. Each system is designed around a basic
modular architecture and an interactive database module. The Company's systems
primarily use industrial grade personal computer hardware supplied by various
manufacturers.

<PAGE>

All OneLink applications utilize UNIX operating system software in order to
manage the complex requirements of new services and increasing call volumes and
to readily allow user specific customization. Also, the use of UNIX facilitates
the inclusion of communications mediums, such as facsimile and video.

The Company offers the same visual and verbal information content through either
Internet access or touch-tone telephone communications using a single database
architecture to be labeled "OneLink". The addition of Internet allows callers
the ability to choose the communications method (Internet or telephone) best
suited to their needs. The Company will continue to offer telephone access for
those callers unwilling or unable to use the Internet.

Sales and Marketing

The Company's sales and marketing strategy focuses on providing enhanced
information services in markets with predictable, recurring information
transactions: Media (print & broadcast), Financial Services (public stock market
information), Real Estate, Health Care and Franchise Management. To date, the
Company's products have primarily been used in the fast food delivery, real
estate and print media industries. The Company has expanded its GIS expertise by
developing Teledata services which combine interactive caller data and GIS
technology to produce geocoded customer databases for business analyses and
marketing purposes. In addition, the Company is now offering interactive systems
to the corporate and general business market as a way for firms to both reduce
expenses and increase service to customers and employees.

The Company sells its products directly though its own sales force and
indirectly through business alliances. It attends trade shows which are
pertinent to its products, advertises in publications tailored to businesses
which have the potential to use the Company's products and, in addition, uses
direct mailing, telephone and personal contact to reach its markets.

Since May 13, 1996, management has changed the revenue strategy for the
Company's products and services by offering an equipment hardware agreement and
application software license which use one of four revenue programs:
revenue-based sharing, volume-based unit pricing, periodic lease payments or
purchase.

Management has initiated a contractual conversion program which converts former
unprofitable agreements into revenue-based sharing or volume-based unit pricing
agreements. Most of the newly installed OneLink systems are provided as either a
revenue-based sharing or volume-based unit pricing agreement in which the
Company retains ownership of the equipment and application software. With most
revenue-based sharing and volume-based unit pricing agreements, the Company
receives a fixed percentage of the revenue generated by the system each month.
Under a periodic lease structure, customers pay a fixed amount each period
(monthly/quarterly) to the Company. In both cases, there is the opportunity for
the customer to extend the arrangement beyond the initial term, which is
typically three years, and thereby extend the Company's stream of revenue.

<PAGE>

Primary Customers

During 1996, the Company's revenues totaled $1,099,000. Systems located in
eleven metropolitan areas for various franchisees and corporate units of Pizza
Hut of America, Inc., Domino's Pizza Inc. and Noble Romans accounted for
approximately $341,000 of revenue, or 31.1% of total revenue. Systems for ten
other customers in the real estate and newspaper industries accounted for
approximately $440,000 of revenue, or 40%. The telephone access cards
contributed approximately $220,000 of total revenue, or 20.0% of total revenue.

Competition

Interactive telecommunication systems and services represent a rapidly evolving
market with competition from companies pursuing the development of competing
systems. The Company competes with Regional Bell Operating Companies ("RBOC's")
with respect to offering Single Number Service equipment for call routing
systems, but has countered this by entering into agreements with some of the
RBOC's to create geographic routing databases which support call routing for
such RBOC's. The Company faces competition for it's interactive
telecommunication systems from Brite Voice Systems, Inc. which already has a
strong market share and the status of the market leader. Management believes
that the database driven interactive software design and program management
features of the OneLink system, in addition to the customer database creation
features, offer significant competitive advantages. Most of the Company's
competitors have substantially greater capital resources, research and
development staffs and facilities, and greater experience in the production and
marketing of products than the Company, and as such, may represent significant
long-term competition for the Company

Regulatory Environment

The Company's operations are currently subject to limited regulation both on the
federal and state level by the Federal Communications Commission and various
State Public Utility Commissions. With the current national trend of
deregulation in the communications industry, additional regulation is not
anticipated in the near future. However, there can be no assurance that the
current regulatory environment will not change significantly. Furthermore,
although the Company is not actively attempting to place its products in foreign
markets, any effort to do so in the future will be dependent on the regulatory
environment in such markets.

Research and Development

During the years ended December 31, 1996, 1995 and 1994, the Company spent
approximately $517,000, $567,000 and $250,000, respectively, on research and
development. The Company's research and development expenses have been incurred
in connection with the conversion of its systems from DOS to a UNIX based
environment, development and upgrading of its broadcast and on-demand fax
technology, and the development of Geographic Information System mapping
capabilities.

<PAGE>

Employees

As of December 31, 1996 the Company currently had 28 employees, including 7 in
sales, 6 in administration and finance, 5 in customer and system support, 5 in
telephone access card production, 3 in product research and development and 3 in
Geographic Information Systems. The Company has a relationship with one
independent contractor and, from time-to-time may use other outside contractors
for specific projects. The Company believes its relations with its employees is
good. None of the Company's employees is represented by a labor union.

Item 2. Property

The Company leases approximately 10,750 square feet of commercial office and
warehouse space for $10,800 per month plus utilities at 10340 Viking Drive,
Suite 150, Eden Prairie, Minnesota 55344 under a lease which will terminate on
June 30, 1998.

Item 3. Legal Proceedings

On March 8, 1996, Don Lomax, a former employee of the company, filed suit
against the Company in Hennepin County District Court for the State of
Minnesota. The suit alleges breach of an unsigned employment contract between
Mr. Lomax and the Company. The terms of the unsigned instrument provides for the
annual payment of salary and for the issuance of a certain number of shares of
Company Common Stock to Mr. Lomax upon the execution of such instrument. Mr.
Lomax is seeking specific performance of the terms of the instrument. The
Company has sought legal counsel with respect to such suit. Management of the
Company believes the suit will be resolved in its favor.

On April 22, 1996, Spanlink Communication Company, Inc. filed suit against an
employee of the Company, David J. Meyer, and the Company in Hennepin County
District Court for the State of Minnesota. The suit alleges breach of a
Confidentiality and Non-Competition Agreement and requests, among other things,
a Temporary Restraining Order prohibiting Mr. Meyer from continuing his
employment with MarketLink or disclosing any Spanlink confidential information
to MarketLink. The Court denied Spanlink's request for injunctive relief,
concluding Spanlink was unlikely to prevail on its claims. Spanlink agreed to
dismiss with prejudice the pending litigation.

Item 4. Submission of Matters to a Vote of Security Holders

A special meeting of the stockholders of the Company was held on December 23,
1996, adjourned and was concluded on January 3, 1997. The matters voted on at
the meeting and the outcome of that voting was as follows:

1. To amend the Articles of Incorporation to change the corporate name to
"OneLink Communications, Inc."

2. To amend the Articles of Incorporation to increase the authorized
number of shares to 50,000,000.

<PAGE>

3. To approve the reservation of One Million Five Hundred Thousand
(1,500,000) additional shares for issuance to employees, officers,
directors, consultants and others under the Company's 1994 Stock
Option Plan.

4. To approve certain grants of options to the Chairman of the Board and
the President and Chief Executive Officer of the Company under the
Company's 1994 Stock Option Plan.

5. To approve certain current and future grants of options to directors
of the Company under the Company's 1994 Stock Option Plan.

The outcome of the voting was as follows:

Votes Cast Votes Cast Number of
For Against Abstains

Matter 1. 1,466,888 99,836 --

Matter 2. 1,537,415 29,209 100

Matter 3. 1,538,368 27,356 1,000

Matter 4. 1,527,836 31,268 7,620

Matter 5. 1,531,477 32,215 3,032

PART II

Item 5. Market for Common Equity and Related Stockholder Matters

The Company's Common Stock is traded in the over-the-counter market with prices
quoted on the Nasdaq SmallCap Market under the symbol "ONEL". The first trades
following the Company's initial public offering occurred on April 28, 1995.

The following table sets forth the high and low bid prices for the Company's
Common stock as reported by Nasdaq for the periods indicated:

Year Ending December 31, 1996
High Low

First Quarter $ 4.125 $ 1.875
Second Quarter 3.500 2.000
Third Quarter 2.391 1.375
Fourth Quarter 2.750 1.750

<PAGE>
Year Ending December 31, 1995
High Low

Second Quarter $ 4.625 $ 3.250
Third Quarter 5.250 3.750
Fourth Quarter 4.125 3.375

The above prices reflect inter-dealer prices, without retail mark-up, mark-down
or commission and may not necessarily represent actual transactions. The
approximate number of holders of record of the Common stock as of March 14, 1997
was 900.

The Company has never declared or paid a cash dividend on its Common stock and
does not anticipate paying any cash dividends in the foreseeable future.

On April 19, 1996, the Company issued 12,417 shares of Common Stock, at $.02 per
share, to a holder of an outstanding warrant upon the holder's exercise of such
warrant. The Company relied on Section 3(b) of the Securities Act of 1933, as
amended.

Item 6. Management's Discussion and Analysis

Results of Operations

Year Ended December 31, 1996 Compared to Year Ended December 31, 1995
---------------------------------------------------------------------

The following table sets forth, for the periods indicated, certain Statement of
Operations data as a percentage of revenues.
<TABLE>
<CAPTION>
For Twelve Months Ended December 31
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
Revenues 100.0% 100.0% 100.0%
Cost of revenues 50.2% 57.0% 174.3%
Gross Profit 49.8% 43.0% (74.3%)
General & administrative expenses 139.8% 90.0% 396.7%
Selling, expenses 33.3% 46.3% 65.0%
Research & development expenses 47.0% 80.5% 161.9%
Total operating expenses 220.2% 216.8% 913.7%
Interest & other income/(expense) (2.3%) 23.9% (54.0%)
Net Income (172.6%) (149.9%) (1,042.0%)

</TABLE>

Revenues

The Company's revenues for the period ending December 31, 1996 were $1,099,000,
an increase of $395,000 or 56.1% compared to the same period ended December 31,
1995. The Company recognized approximately $172,000 in revenue from the
Company's Single Number Service product in 1996, compared to approximately
$376,000 for 1995. This represents a decrease of $204,000, or 54.3%, from the
same period last year. The decrease is due partially to sales of Single Number
Service systems in the second and third quarters of 1995 and no comparable sales
in 1996. In 1996, the Company received approximately $274,000 in revenue from
operating leases between OneLink and various newspaper publishing companies, up
from $137,000 in 1995, an increase of 100.0%. Revenues from the Geographic
Information Systems (GIS) products were $168,000 in 1996 compared to $34,000 in
1995, an increase of $134,000 or 394%. Revenues from the sale of telephone
access cards, the Company's newest product resulting from the August 1996
acquisition of Provident Worldwide Communications, Inc., were $220,000 for the
five months ended December 31, 1996.

<PAGE>

Cost of Revenues and Gross Profit

The Company's cost of revenues increased approximately $150,000, or 37.5% in the
year ended December 31, 1996 when compared to the same period in 1995. A large
portion of this increase is due to telephone access card business which had
costs of $101,000. The gross profit of $548,000 for the twelve month period
ended December 31, 1996, is an increase of 80.7% over the previous year. Gross
profit, as a percentage of revenues was 49.8% compared to 43.0% for the same
period in 1995.

Selling, General and Administrative Costs

For the year ended December 31, 1996, selling expenses were $366,235 compared to
$140,799 for the same period in 1995, an increase of 61%. This increase of
$225,436 is due to increased sales staff and the operating costs associated with
the acquired telephone access card business. General and administrative expenses
for the year ended December 31, 1996 increased $727,732 or 90% to $1,536,473
compared to $808,741 for the same period in 1995. The Company had increased
costs related to legal fees, severance payments, printing and advertising.

Research and Development Costs

Research and development expenses decreased approximately $50,000 in 1996 to
$517,118 compared to $566,900 in 1995. During 1996 there was an increase in
staff and expenses related to the development of Geographic Information Systems
mapping capabilities and a decrease in the staff and expenses in other
development areas as the number of new systems under development declined during
the middle of 1996.

N11 Expenses

In 1995, the Company discontinued efforts to obtain and commercialize the use of
abbreviated dialing codes. As a result, N11 expenses were incurred in the three
month period ended March 31, 1995, but no expenses have been incurred in 1996.

Other Income and Expense

For the year ended December 31, 1995 the Company incurred interest expense of
$86,293, primarily due to outstanding notes for Bridge Loans used to fund the
Company until an initial public offering of its common stock could be completed.
Subsequent to the initial public offering, completed April 27, 1995, the Bridge
Loans were repaid and excess proceeds were invested in interest bearing
instruments. Interest expense for the year ended December 31, 1996 was $16,193,
related to interest on notes payable and equipment leases. Interest income for
the year ended December 31, 1996 was $94,295 compared to $122,074 for the same
period in 1995. The decrease is due to the reduction of interest bearing
deposits in 1996. Non-interest income and expense netted to expense of $103,414
in 1996 compared to income of $132,542 in 1995. Included in theses balances are
expenses of approximately $99,000 related to a possible acquisition in 1996,
compared to a write-off of approximately $125,000 of liabilities related to its
N11 services in 1995.

Net Loss

The Company incurred a net loss of $1,897,401 for the year ended December 31,
1996 compared to a net loss of $1,055,208 for the prior year. This is an
increase of approximately $842,000 or 79.8%.

<PAGE>

Year Ended December 31, 1995 Compared to Year Ended December 31, 1994
---------------------------------------------------------------------

Revenues

Revenues for 1995 increased by $549,361 to $704,068, or 355.1% over the
preceding year. A portion of this large percentage increase in sales reflects
the result of the Company's decision to discontinue sales efforts in 1994 until
new UNIX systems could be developed and tested which is discussed below. With
the completion of that development and testing process, plus the successful sale
of the Company's initial offering of Common Stock in 1995, sales activities were
resumed in the second quarter of 1995. During 1995 the Company placed nine
systems, and late in the year began receiving its first revenue from its
Geographic Information Systems (GIS) product. OneLink systems generated
approximately $329,000 in revenue, InfoLink systems $137,000 and FastLink
$157,000.

Cost of Revenues

The cost of revenues increased from $269,655 during 1994 to $400,995 in 1995.
The primary reasons for this increase of $131,340, or 48.7% were an increase in
the number of leased systems placed with customers, the costs associated with
the Company's GIS based services and the additional costs incurred for staff
responsible for maintaining systems.

Gross Profit

Gross profit for the year ended December 31, 1995 was $303,073, compared with a
loss of $114,948 in 1994, an increase of $418,021. This change is the result of
the events described under the headings Revenues and Cost of Revenues above.

Selling, General and Administrative Expenses

From 1994 to 1995 expenses in this category increased by 33.0%. The increase of
$235,377 represents additions to staff, the preparation and printing of
professional marketing materials, the retention of an outside public relations
firm to assist in increased media coverage of the Company as well as trade show
participation, and the move into a new facility as the lease could not be
renewed at the prior location and additional space was required. Additional
depreciation accounted for approximately $128,000 or 40.8% of the expense
increase.

Research and Development

Between 1994 and 1995 expenses in this area more than doubled. The increase of
approximately $317,000 or 131.0%, is attributable to the increase in
professional management and technical expertise which is required to assure
proper system design, reliability and ease of maintenance, while also developing
the technological advances which are necessary for the Company's future
products.

<PAGE>

N11 Application Expense

Expenses in this category have decreased to $10,164 in 1995 from $449,006 in
1994. In 1995, the Company discontinued efforts to obtain and commercialize the
use of abbreviated dialing codes. As a result, there was a write-off of deferred
N11 expense items taken in 1994 in the amount of $438,000.

Non-Operating Income & Expense

Net interest income increased from 1994 to 1995 by approximately $113,000 a
result of interest income from a portion of the proceeds of the initial public
offering and a reduction of approximately $48,000 in interest expense. The
interest reduction came primarily as a result of redeeming Bridge Loan notes in
1995 following completion of the initial public offering.

Net Loss

For the year ended December 31, 1995 the Company reported a net loss of
$1,055,208, an improvement of $556,832 from the net loss of $1,612,040 for the
prior year. The loss was smaller in 1995 than in 1994 primarily because of
increased revenues in 1995 and interest income.

Liquidity and Capital Resources

The Company had positive working capital of $2,652,960 and $79,775 at December
31, 1995 and December 31, 1996, respectively. During 1996, cash used in
operations was $1,401,902 primarily resulting from a net loss of $1,897,401,
partially offset by depreciation of $270,449, goodwill amortization of $53,909
and a change in working capital of $171,141. Cash used in 1996 for investing
activities was $294,278 for the purchase of property and equipment. An
additional $315,565 was used in financing activities primarily related to the
debt service associated with Provident Worldwide Communications, Inc., the
Company's telephone access card subsidiary.

If the Company continues to incur losses and use cash at the rate established in
the year ended December 31, 1996, the Company will need additional financing by
the end of the second quarter of 1997 in order to continue operations. Although
the Company believes that it can reduce its losses and improve its cash flow,
there is no assurance that it will be successful in doing so. The Company is in
the process of raising additional capital based upon its new sales and marketing
strategy which focuses on providing enhanced information services in markets
with predictable, recurring information transactions in Media, Financial
Services, Healthcare and Real Estate Industries. There is no assurance that
additional capital will be available to the Company on acceptable terms or at
all. In order to obtain additional capital, the Company may issue equity
securities at a price which would result in dilution to existing shareholders.

<PAGE>

Item 7. Financial Statements

Report of Independent Auditors

To the Shareholders
MarketLink, Inc.

We have audited the accompanying consolidated balance sheets of MarketLink, Inc.
as of December 31, 1996 and 1995, and the related consolidated statements of
operations, shareholders' equity and cash flows for the years then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of MarketLink, Inc.
at December 31, 1996 and 1995, and the consolidated results of its operations
and its cash flows for the years then ended, in conformity with generally
accepted accounting principles.

As discussed in Note 14 to the financial statements, the Company's recurring
losses and negative cash flows from operations raise substantial doubt about its
ability to continue as a going concern without obtaining additional capital.
Management's plans as to these matters are also described in Note 14. The 1996
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

/s/ ERNST & YOUNG, LLP

Minneapolis, Minnesota
February 18, 1997

<PAGE>

MarketLink, Inc.

Consolidated Balance Sheets

December 31
1996 1995
-------------------------------------
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents $ 709,026 $2,720,771
Trade accounts receivable, net of allowance for doubtful
accounts of $60,000 and $7,500 in 1996 and 1995,
respectively 114,601 70,946
Minimum lease payments receivable 34,200 34,200
Computer parts and supplies, net of reserve for obsolescence
of $12,000 and $1,000 in 1996
and 1995, respectively 40,969 123,463
Prepaid expenses 40,254 63,470
-------------------------------------
Total current assets 939,050 3,012,850

Property and equipment:
Furniture and equipment 951,848 624,691
Equipment leased to others 315,745 313,664
-------------------------------------
1,267,593 938,355
Accumulated depreciation (563,054) (302,551)
-------------------------------------
704,539 635,804
Other assets:
Investment in sales type leases 17,100 38,514
Deposits 285,885 11,465
Goodwill, net of amortization of $53,909 in 1996 592,542 -
-------------------------------------
Total other assets 895,527 49,979

-------------------------------------
Total assets $2,539,116 $3,698,633
=====================================

</TABLE>

<PAGE>

December 31
1996 1995
-----------------------------------
<S> <C> <C>
Liabilities and shareholders' equity Current liabilities:
Accounts payable $ 239,277 $ 96,199
Current maturities of long-term debt 69,206 73,844
Accrued expenses 305,237 25,038
Customer deposits 197,175 -
Deferred revenue 41,180 45,147
Other accrued liabilities 7,200 119,662
-----------------------------------
Total current liabilities 859,275 359,890

Unearned lease income 4,469 -
Long-term debt--related parties - 19,380
Long-term debt, net of current maturities 52,689 64,918

Shareholders' equity:
Common Stock, par value $.01 per share: Authorized
shares--10,000,000 Issued
and outstanding shares:
1996--2,943,831 and 1995--2,931,414 29,438 29,314
Additional paid-in capital 6,346,663 6,081,148
Accumulated deficit (4,753,418) (2,856,017)
-----------------------------------
Total shareholders' equity 1,622,683 3,254,445

-----------------------------------
Total liabilities and shareholders' equity $2,539,116 $3,698,633
===================================

See accompanying notes.

</TABLE>

<PAGE>

MarketLink, Inc.

Consolidated Statements of Operations

Year ended December 31
1996 1995
-----------------------------------
<S> <C> <C>
Revenues $1,099,130 $ 704,068
Cost of revenues 551,393 400,995
-----------------------------------
Gross profit 547,737 303,073

Operating expenses:
Selling 366,235 140,799
Research and development 517,118 566,900
N11 application costs - 10,164
General and administrative 1,536,473 808,741
-----------------------------------
Total operating expenses 2,419,826 1,526,604
-----------------------------------
Operating loss (1,872,089) (1,223,531)

Other income (expense):
Interest income 94,295 122,074
Interest expense (16,193) (86,293)
Other income and expense (103,414) 132,542
-----------------------------------
Net loss $(1,897,401) $(1,055,208)
===================================

Net loss per share $(.65) $(.46)
===================================
=================
Weighted average number of shares outstanding 2,940,439 2,276,297
===================================

See accompanying notes.

</TABLE>

<PAGE>

MarketLink, Inc.

Consolidated Statement of Shareholders' Equity
<TABLE>
<CAPTION>

Additional Total
Common Stock Paid-In Accumulated Shareholders'
------------------------------
Shares Amount Capital Deficit Equity
-----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balance at December 31, 1994 1,014,582 $10,146 $ 534,553 $(1,800,809) $(1,256,110)
Public offering proceeds, net of expenses
of $466,656 1,914,750 19,147 5,532,561 - 5,551,708
Exercise of stock warrants 2,082 21 4,518 - 4,539
Issuance of stock warrants in connection
with bridge loan financing - - 6,440 - 6,440
Issuance of warrants for services - - 3,076 - 3,076
Net loss - - - (1,055,208) (1,055,208)
-----------------------------------------------------------------------------
Balance at December 31, 1995 2,931,414 29,314 6,081,148 (2,856,017) 3,254,445
Issuance of stock options in connection with
purchase of Provident on August 2, 1996 - - 265,645 - 265,645
Exercise of stock warrants 12,417 124 (130) - (6)
Net loss - - - (1,897,401) (1,897,401)
=============================================================================
Balance at December 31, 1996 2,943,831 $29,438 $6,346,663 $(4,753,418) $1,622,683
=============================================================================

See accompanying notes.

</TABLE>

<PAGE>

MarketLink, Inc.

Statements of Cash Flows
<TABLE>
<CAPTION>

Year ended December 31
1996 1995
----------------------------------------
<S> <C> <C>
Operating activities
Net loss $(1,897,401) $(1,055,208)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 324,358 188,885
Write-off of accounts payable (11,000) (124,882)
Interest expense on bridge loan warrants - 6,440
Warrants issued for consulting services - 3,076
Net gain on sale of property and equipment (5,320) -
Changes in operating assets and liabilities:
Trade accounts receivable (11) (68,956)
Minimum lease payments receivable - (38,747)
Computer parts and supplies 82,681 (112,286)
Prepaid expenses and deposits (251,204) (52,720)
Investment in sales type leases 25,883 -
Accounts payable and accrued expenses 173,776 (214,576)
Customer deposits 197,175 (34,700)
Deferred revenue (40,839) 45,147
----------------------------------------
Net cash used in operating activities (1,401,902) (1,458,527)

Investing activities
Purchases of property and equipment (373,762) (257,739)
Sale of equipment 79,484 -
----------------------------------------
Net cash used in investing activities (294,278) (257,739)

Financing activities
Net proceeds from short-term debt 7,537 460,000
Payments on short-term and long-term notes payable (323,102) (1,800,287)
Proceeds from issuance of common stock - 5,551,708
Deferred stock offering costs - 123,146
Proceeds from warrants exercised - 4,539
----------------------------------------
Net cash (used in) provided by financing activities (315,565) 4,339,106
----------------------------------------

(Decrease) increase in cash and cash equivalents (2,011,745) 2,622,840
Cash and cash equivalents at beginning of year 2,720,771 97,931
----------------------------------------
Cash and cash equivalents at end of year $ 709,026 $ 2,720,771
========================================

Supplemental Cash Flow Information
Issuance of stock options in connection with Provident acquisition $ 265,645 $ -
Equipment acquired under a capital lease - 7,469
Issuance of stock warrants for financing and services - 9,516

See accompanying notes.

</TABLE>

<PAGE>

1. Description of Business

The Company is engaged in the design, development and operation of interactive
computer telephony systems which connect callers with the desired information on
the basis of geographic caller location and/or interactive keypay operation.
OneLink Communications provides interactive computer telephony services through
equipment hardware and application software positioned at customer locations or
available nationally through 800 access at the Company headquarters. The Company
has market-specific interactive applications for the healthcare, media, real
estate and financial industries which collect interactive caller data and create
customer databases for marketing and operational management.

The Company also manages geographic routing databases and provides
telecommunications reporting and mapping services to Regional Bell Operating
Companies (RBOC) and their customers. In addition, the Company offers enhanced
reporting and mapping services which combines interactive caller data with
demographics and geographic information to convert caller data into marketing
intelligence.

Revenues consist principally of rental revenue from operating leases and revenue
from servicing systems. The sale of systems or parts, represents a small portion
of revenues.

2. Summary of Accounting Policies

Consolidated Financial Statements

The financial statements include the accounts of MarketLink, Inc. and its
wholly-owned subsidiary, Provident Worldwide Communications, Inc. ("Provident").
All references to the Company in these financial statements relate to the
consolidated entity. All significant intercompany accounts and transactions are
eliminated in consolidation.

Revenue Recognition

Revenue for operating leases and services is recognized at the end of each month
in which service is provided. Revenue for product sales is recorded upon
shipment.

Deferred revenue consists of amounts paid by customers for future service of the
Company's systems. Deferred revenues are recognized on a straight-line basis
over the period of the service agreement or upon completion of installation.

Use of Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from the estimates.

<PAGE>

Stock-Based Compensation

SFAS No 123, "Accounting for Stock-Based Compensation" ("SFAS 123"), was issued
by the Financial Accounting Standards Board in October 1995 and is effective for
fiscal years beginning after December 15, 1995. SFAS 123 provides for companies
to recognize compensation expense associated with stock-based compensation plans
over the anticipated service period based on the fair value of the award on the
date of grant. As allowed by SFAS 123, the Company has elected to continue to
measure compensation costs as prescribed by APB Opinion No. 25 "Accounting for
Stock Issued to Employees."

Note 9 to the Consolidated Financial Statements contains pro forma effects to
reported net loss and net loss per share if the Company had elected to recognize
compensation cost as prescribed by SFAS 123.

Cash Equivalents

The Company considers all highly liquid investments with a maturity of three
months or less when purchased to be cash equivalents. The carrying amount of
cash equivalents, which are available-for-sale, approximates market value.

Computer Parts and Supplies

Computer parts and supplies are valued at the lower of cost, first-in, first-out
(FIFO) method, or market.

Property and Equipment

Property and equipment is stated at cost. Depreciation and amortization expense
is recognized on the straight-line basis over a five year life. Equipment leased
to others is depreciated over the life of the lease.

The present values of capital lease obligations are classified as long-term debt
and related assets are included in furniture and equipment. Amortization of
equipment under capital leases is included in depreciation expense.

Income Taxes

The Company accounts for income taxes using the liability method. Deferred
income taxes are provided for temporary differences between the financial
reporting and tax bases of assets and liabilities.

<PAGE>

Income (Loss) Per Common Share

Income (loss) per common share for the years ended December 31, 1996 and 1995 is
computed using the weighted average number of shares of Common Stock and stock
equivalents, if dilutive, outstanding during the periods presented.

Impairment of Long-Lived Assets

The Company will record impairment losses on long-lived assets used in
operations when indicators of impairment are present and the undiscounted cash
flows estimated to be generated by those assets are less than the assets'
carrying amount.

Goodwill

Goodwill represents the excess of cost over the fair value of net assets
acquired and is amortized on a straight-line basis, principally over 5 years.

Reclassifications

Certain prior year items have been reclassified to conform with the 1996
presentation.

3. Acquisitions

On August 2, 1996, the Company acquired the business and substantially all of
the assets of Provident through the issuance of 230,000 options valued at
$265,645 and the assumption of $380,806 in net liabilities.

The acquisition has been accounted for using the purchase method of accounting
and, accordingly, the cost has been allocated to the assets based on their fair
value at the date of acquisition. The excess of purchase price over fair value
of the net assets acquired was $646,451 and has been allocated to goodwill and
is being amortized on a straight-line basis over five years. The Company's
consolidated statements of operations include the operating results of Provident
from the date of purchase. The pro forma impact of the Provident acquisition is
immaterial to the Company's results of operations.

4. Other Accrued Liabilities

At December 31, 1995, the Company reclassified $244,544 from accounts payable.
The majority of this represents liabilities related to the pursuit of the N11
application in Atlanta, Georgia in 1993 and 1994. The Company ceased pursuit of
this market during 1995. Of the $244,544 balance, $11,000 and $124,882 were
written off in 1996 and 1995, respectively, as services were not received or
implemented. The write-offs were included in other income. The balance of
$108,662 remains classified as an other accrued liability.

<PAGE>

5. Capital and Operating Leases

The Company accounts for certain leases of systems meeting specified criteria as
sales-type leases. Future minimum lease payments to be received are as follows
at December 31, 1996:

1997 $34,200
1998 17,100
Unearned lease income (4,469)
------------------
$46,831
==================

The Company is a lessor of data systems under operating leases expiring in
various years through 1999. The Company also has a number of ongoing leases with
customers that are currently on a month-to-month basis. At December 31, 1996,
minimum future rentals to be received from non-cancelable leases with initial
terms in excess of one year are as follows:

1997 $287,654
1998 186,600
1999 8,800
------------------
Total $483,054
==================

At December 31, 1996 and 1995, accumulated depreciation on equipment leased to
others was $210,745 and $124,685, respectively.

6. Long-Term Debt

Long-term debt consists of the following at December 31:
<TABLE>
<CAPTION>

1996 1995
----------------- -----------------
<S> <C> <C>
Notes payable to related parties, due in monthly installments of
$1,000 noninterest bearing $ 7,537 $ 19,380
Notes payable, due in monthly installments of $2,894 plus
interest at 10%, unsecured 71,644 105,122
Capital leases payable, imputed interest from 13% to 24%, due in
monthly installments of $3,237, secured by equipment
42,714 33,640
----------------- -----------------
121,895 158,142
Less amount due within one year 69,206 73,844
----------------- -----------------
$ 52,689 $ 84,298
================= =================

</TABLE>

<PAGE>

Scheduled annual maturities of long-term debt are as follows at December 31:

1997 $ 69,206
1998 46,286
1999 6,403
------------------
$121,895
==================

Interest paid was $29,182 in 1996 and $79,853 in 1995.

7. Contingent Stockholder Notes Payable

In January 1994, the Company acquired 219,364 shares of common stock from two
stockholders for $2.18 per share by issuing promissory notes totaling $478,212
which bear interest at 6%. These shares have been canceled and retired. Under
the terms of the notes, payments shall be made when, and only if, the Company
receives payments for exercise of options under its stock option plan until the
notes are paid in full. The Company is required to use 100 percent of any cash
proceeds resulting from the exercise of options under the Plan until these notes
are satisfied. Management cannot currently determine if any options will be
exercised, thereby requiring payments on the notes. Consequently, no liability
has been recorded in these financial statements for these stockholder notes
payable as repayment is strictly contingent upon the exercise of options under
the Company's stock option plan.

8. Shareholders' Equity

The Company completed an initial public offering of Common Stock in 1995 in
which it sold 1,914,750 shares of Common Stock, resulting in net proceeds to the
Company of $5,551,708.

9. Stock Options and Warrants

The Company established a stock option plan in 1994 to provide incentives to
employees whereby 750,000 shares of Common Stock have been reserved. The options
can be either incentive stock options or nonstatutory stock options and are
valued at the fair market value of the stock on the date of grant.

At December 31, 1994, the Company had outstanding warrants to purchase 416,038
shares of Common Stock exercisable at prices varying from $.02 per share to
$3.50 per share and expiring at varying times from the present to 1999. Such
warrants were issued in a number of financing transactions and in connection
with services rendered to the Company. The warrant holders, as such, are not
entitled to vote, receive dividends, or exercise any of the rights of holders of
shares of common stock for any purpose until such warrants have been duly
exercised and payment of the purchase price has been made.

During 1995, the Company borrowed an aggregate of $460,000 under 10% unsecured
notes due in six months or upon receipt of proceeds from the initial public
offering and issued warrants to purchase 92,000 shares of Common Stock at an
exercise price of $3.00 per share. The warrants are exercisable from time to
time commencing twelve months following the date of issuance to 1999. The value
of these warrants was determined to be $6,440 based upon the difference between
the stated borrowing rate and the Company's estimated effective borrowing rate
for the term of the notes. The entire $6,440 was charged to interest expense
during the year ended December 31, 1995.

<PAGE>

In February 1995, the Board of Directors issued warrants to purchase 7,500
shares of the Company's Common Stock to a former employee in exchange for
consulting services. These warrants have an exercise price of $3.875 per share
and are exercisable to 1999. The value of these warrants was determined to be
$1,500.

In May 1995, the Board of Directors issued warrants to purchase 7,880 shares of
the Company's Common Stock to outside consultants in exchange for providing
consulting services related to human resources consulting and hiring of
personnel. These warrants have an exercise price of $3.50 per share and are
exercisable to 1999. The value of these warrants was determined to be $1,576.

At the closing of the initial public offering in May 1995, the Company issued to
the underwriter 164,500 warrants in exchange for services. These warrants have
an exercise price of $4.20 per share and are exercisable to 1999.

The value of warrants issued for services are determined based upon the value of
services provided to the Company.

The following table summarizes options and warrants to purchase shares of the
Company's Common Stock:
<TABLE>
<CAPTION>

Weighted Weighted
Shares Average Average Warrant
Available Options Option Price Warrants Price
for Grant Outstanding Per Share Outstanding Per Share
-------------------------------------------- --------------------------------
<S> <C> <C> <C> <C> <C>
Balance at December 31, 1994 193,000 557,000 $2.18 416,038 $2.30
Granted (204,634) 204,634 3.62 271,880 3.76
Exercised - - - (3,860) 2.18
Canceled 235,462 (235,462) 2.27 (27,250) 4.20
---------------------------- --------------
Balance at December 31, 1995 223,828 526,172 3.53 656,808 2.90
Granted (1,752,046) 1,752,046 1.77 -
Exercised - - (12,500) .02
Canceled 546,701 (546,701) 2.63 -
---------------------------- --------------
Balance at December 31, 1996 (981,517) 1,731,517 $2.67 644,308 $2.96
============================================ ================================

</TABLE>

<PAGE>

9. Stock Options and Warrants (continued)

The following table summarizes information about the stock options outstanding
at December 31, 1996:

Range of Weighted Average Remaining Contractual
Exercise Price Number Outstanding Life
- -------------------------------- -------------------------------- ------------------------------------------
<C> <C> <C>

$.01 - $1.50 100,000 9.4 years
1.50 - 3.00 1,576,441 4.2 years
$3.00 - $4.00 55,076 7.2 years

</TABLE>

Exercisable options and warrants were 348,398 and 644,308, respectively, at
December 31, 1996 and 493,961 and 564,808, respectively, at December 31, 1995.
On January 3, 1997, the shareholders of MarketLink approved the grant of 600,000
stock options to the President and 400,000 stock options to the Chairman of the
Board effective as of September 4, 1996. An increase in the stock option pool of
an additional 1,500,000 shares was approved by shareholders, effective January
3, 1997.

Stock-Based Compensation

Effective January 1, 1996 the Company adopted Statement of Financial Accounting
Standards No. 123, Accounting for Stock-Based Compensation ("SFAS 123"). SFAS
123 provides for companies to recognize compensation expense associated with
stock-based compensation plans over the anticipated service period based on the
fair value of the award on the date of grant. However, SFAS 123 allows companies
to continue to measure compensation costs prescribed by APB Opinion No. 25
"Accounting for Stock Issued to Employees" (APB 25"). Companies electing to
continue accounting for stock-based compensation plans under APB 25 must make
pro forma disclosures of net income and earnings per share, as if SFAS 123 had
been adopted. The Company has continued to account for stock-based compensation
plans under APB 25. The pro forma disclosure of the effect of SFAS 123 on net
income and earnings per share for the years ended December 31, is presented
below. The fair value of the options was estimated at date of grant using a
Black-Scholes option pricing model with the weighted-average risk-free interest
rate assumptions for 1996 and 1995 at 6.0%, volatility factor of the expected
market price of the Company's common stock of .48 and an option life of four
years. Fair value calculations assume no dividends will be paid on the Company's
common stock.

1996 1995
--------------------------------------

Pro forma net loss $(2,055,831) $(1,086,544)
Pro forma net loss per share:
Fully diluted $(.70) $(.48)

<PAGE>

The weighted average fair value of options granted during 1996 and 1995 was
$1.77 and $3.62, respectively.

10. Income Taxes

The Company has net operating loss carryforwards of approximately $4,762,000 at
December 31, 1996 expiring at various times through 2011 which can be used to
offset future taxable income. These carryforwards are subject to the limitations
of the Internal Revenue Code Section 382 in the event of certain changes in the
equity ownership of the Company. The Company experienced an ownership change in
1995.

The provision for income taxes differs from the amount computed by applying the
federal statutory tax rate of 34% because of the following:

1996 1995
Tax benefit at federal
statutory tax rate (645,000) (359,000)

Increase in valuation
allowance 645,000 359,000
------- -------
- -
======= =======

Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purpose.

Components of deferred tax assets are as follows:

December 31
1996 1995
------------------------------------

Deferred tax assets $ 120,000 $ 175,000
Deferred tax liabilities (35,000) (23,000)
Net operating loss carryforwards 1,619,000 907,000
Less valuation allowance (1,704,000) (1,059,000)
-----------------------------------
Net deferred tax assets $ - $ -
====================================

The Company did not pay income taxes in 1996 or 1995.

11. Lease Commitments

The Company leases its administrative facilities under an operating lease. Total
rent expense was $128,215 and $122,699 in 1996 and 1995, respectively. The
Company also entered into an operating lease for equipment in January 1996.
Total lease expense was $38,379 in 1996.

<PAGE>

11. Lease Commitments (continued)

At December 31, 1996, future minimum lease payments under operating and capital
leases are as follows:

Operating Capital Leases
Leases
---------------- -----------------
Year ending December 31:
1997 $114,309 $ 31,856
1998 72,675 12,824
1999 - 5,000
---------------- -----------------
Total lease commitments $186,984 49,680
================
Less amount representing interest (6,762)
-----------------
Present value of minimum lease payments
$42,918
=================

12. Significant Customers

During 1996, the Company's revenues totaled $1,099,130. Sales to one customer
were 15% of total sales in 1996. Systems for nine other customers in the
newspaper industry accounted for an additional 25% of total revenues.

13. Related Party Transactions

Notes payable include amounts due to certain investors, including a director,
for approximately $71,644 and $124,502 as of December 31, 1996 and 1995,
respectively. The Company also has a short-term note payable to a director for
approximately $7,537 at December 31, 1996.

During August 1996, the Company purchased computer hardware and the development
of a home page for approximately $55,195 from Concerto, a related entity.

14. Continued Existence and Management's Plans

During 1996, the Company incurred a net loss of $1,897,401 and negative cash
flow of $2,011,745 and had an accumulated deficit of $4,753,418 at December 31,
1996. While the Company believes that it can reduce its losses and improve its
cash flow, it will need additional capital by the end of the second quarter of
1997.

The Company is in the process of raising additional capital based upon its new
sales and marketing strategy which focuses on providing enhanced information
services in markets with predictable, recurring information transactions;
specifically, Healthcare, Financial Services, Media and Real Estate industries.
In addition, the Company has expanded its product line to the telecommunications
industry by developing Teledata services which combines interactive caller data
and geographic information systems technology to produce enhanced caller
reporting for business analysis and marketing purposes. The Company will focus
the new Teledata products and services towards the Regional Bell Operating
Companies, new Local Access Carriers, existing InterExchange Carriers and the
Teleservices Industry.

<PAGE>

Item 8. Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure.

None

PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance With Section 16(a) of the Exchange Act

Donald P. Matasovsky, 65, is Senior Vice President, Operations and has over 30
years of experience in fields closely related to the Company's products and
services. Prior to joining the Company in September 1995, he was Vice President
of Operations and Customer Support at Spanlink Communications, a producer of
customer interactive voice software. He started his career at Honeywell where he
spent 26 years in various positions within Honeywell Information Systems and
Bull Worldwide Information Systems. Mr. Matasovsky's attended Brown Institute in
Minneapolis, and holds a degree from the University of Minnesota and a Masters
of Business Administration from the College of St. Thomas.

Michael J. Ryan, 33, joined the company in November 1996 as Vice President of
Finance and Administration and Chief Financial Offficer. Prior to joining the
Company, Mr. Ryan developed broad telecommunications operational experience as
the Regional Controller for Frontier Communications, a telecommunications
company reseller, and as the Controller for American Sharecom before the company
was acquired by Frontier Communications. Previously, Mr. Ryan obtained his
public accounting experience as a Senior Auditor for Ernst & Young and Coopers &
Lybrand. Mr. Ryan is a graduate of the University of Northern Iowa and a
Certified Public Accountant.

Richard J. Maloney, 51, joined the Company in July 1996 as Vice President, Sales
and Marketing. Prior to joining the Company , Mr. Maloney was Director of Sales
for SPC Communications, a provider of computer telephony products and services.
Mr. Maloney launched his extensive sales and marketing career, spanning nearly
30 years, in the information systems and telecommunications industries, with
Honeywell Information Systems, Inc. During more than 18 years at Honeywell and
later at Bull HN Information Systems, Mr. Maloney held a variety of sales
management, marketing and technical positions with the Minneapolis-based
corporation. More recently, Mr. Maloney spent over two years as Director of
Sales and Marketing for a Minneapolis based provider of emergency 911 systems.
Mr. Maloney is a graduate of Northeastern University.

John L. Borowicz, 45, has been Vice President of Database Services for the
Company since November 1996. In this position, Mr. Borowicz is responsible for
the GIS (Geographic Information Systems) resources, database infrastructure,
data mining activities and enhanced reporting products and services. Prior to
OneLink, Mr. Borowicz was Vice President of Operations and Production at
DataMap, Inc. from 1990 to late 1995. DataMap purchased and merged with another
geographic information company in late 1995, and John became Vice President of
Technology at the newly merged company, VISTA Information Solutions, Inc. Mr.
Borowicz is a member of several professional organizations, serves on several
advisory boards and received a B.S. in Computer Science from the Institute of
Technology at the University of Minnesota.

<PAGE>

The information required by Item 9 for directors and compliance with 16(a) of
the Exchange Act is incorporated herein by reference to the section labeled
"Election of Directors" and "Section 16(a) Beneficial Ownership Reporting
Compliance" respectively, which appear in the Company's definitive Proxy
statement for its 1997 Annual meeting of shareholders.

Item 10. Executive Compensation

The information required by Item 10 is incorporated by reference to the Section
labeled "Executive Compensation" and Compensation of Directors" in the Company's
Proxy Statement for its 1997 Annual meeting of Shareholders.

Item 11. Security Ownership of Certain Beneficial Owners and Management

The information required by Item 11 is incorporated by reference to the Section
labeled "Security ownership of Certain Beneficial Owners and Management" and
Compensation of Directors" in the Company's Proxy Statement for its 1997 Annual
meeting of Shareholders.

Item 12. Certain Relationships and Related Transactions

None

Item 13. Exhibits and Reports on Form 8-K

(a) Exhibits

Exhibit
Number Description

3.1 Articles of Incorporation of the Company, as amended
* 4.2 1994 Stock Option Plan, as amended (a)
10.1 Service Agreement Between The Huntsville Times Co. and MarketLink,
Inc. (a)
10.2 Service Agreement Between The Mobile Press Register, Inc. and
MarketLink, Inc.(a)
10.3 Service Agreement Between The Birmingham News Co. and MarketLink, Inc.
(a)
10.4 Master Agreement Between Pioneer Newspapers and MarketLink, Inc. (a)
10.5 Master Agreement Between Yakima Newspapers, Inc. and MarketLink, Inc.
(a)
10.6 Master Agreement Between Pioneer Newspapers and MarketLink, Inc. (a)
10.7 Agreement Between MarketLink, Inc. and Edina Realty, Inc. (a)
10.8 MarketLink, Inc. One Call System Agreement dated July 1, 1993 (a)
10.9 MarketLink, Inc. One Call System Services Agreement dated October 22,
1992 (a)
10.10 Agreement Between Pizza Hut of St. Louis, Inc. and MarketLink, Inc.
(a)
10.11 MarketLink, Inc. One Call System Services Agreement dated August 31,
1992 (a)
10.12 MarketLink, Inc. One Call System and Non-Compete Agreement (a)
10.13 MarketLink, Inc. One Call System Services Agreement dated March 25,
1993 (a)
10.14 MarketLink, Inc. One Call System Agreement dated January 1, 1993 (a)
10.15 MarketLink, Inc. One Call System Rental and Non-Compete Agreement (a)
10.16 MarketLink, Inc. One Call System Services Agreement dated January 1,
1993 (a)
10.17 Agreement Between Pizza Hut of America, Inc. and MarketLink, Inc. (a)
10.18 Agreement Between Pizza Hut of America, Inc. and MarketLink, Inc.
dated October 19, 1994 (a)
10.19 Form of Agreement Between Noble Roman's, Inc. and MarketLink, Inc.
covering Bloomington, South Bend and Evansville, IN dated May 10, 1995
(b)
10.20 Master Agreement Between Pioneer Newspapers and MarketLink, Inc.
dated May 15, 1995 (b)
10.21 Agreement Between The Hearst Corporation and MarketLink, Inc. dated
July 20, 1995 (b)
* 10.22 Stock Option Agreement with Ronald E. Eibersteiner effective
September 4, 1996
* 10.23 Stock Option Agreement with Nicholes C. Bluhm effective September 4,
1996
23 Consent of Ernst & Young LLP
24 Power of Attorney (Included on signature page)
27 Financial Data Schedule (filed only in electronic format)
- -----------------

(a) Incorporated by reference to the Company's Registration Statement on
Form SB-2 (File No. 33-90084C) filed March 7, 1995

(b) Incorporated by reference to the Company's Report on Form 10-KSB filed
for the fiscal year ended December 31, 1995 (File No. 0-25764)

* Indicates a management contract or compensatory plan or arrangement
required to be filed as an Exhibit to this Form 10-KSB

(b) Reports on Form 8-K

The Company filed a report on Form 8-K/A (File No. 0-25764) on August 17,
1996. Such Form reported the acquisition of Provident Worldwide Communications,
Inc. on August 2, 1996.

<PAGE>

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, OneLink Communications, Inc., has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized:

OneLink Communications, Inc.

/s/ Nicholas C. Bluhm March 25, 1997
By: Nicholas C. Bluhm, Date
President, CEO, & Director

/s/ Michael J. Ryan March 25, 1997
By: Michael J. Ryan, CFO Date

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by persons on behalf of the Registrant and in the
capacities and on the dates indicated. Each person whose signature to this
report on Form 10-KSB appears below hereby constitutes and appoints Nicholas C.
Bluhm and Gregory H. Mohn, and each of them, as his or her true and lawful
attorney-in-fact and agent, with full power of substitution, to sign on his or
her behalf individually and in the capacity stated below and to perform any acts
necessary to be done in order to file all amendments to this report on Form
10-KSB and any and all instruments or documents filed as part of or in
connection with this report on Form 10-KSB or the amendments thereto and each of
the undersigned does hereby ratify and confirm all that said attorney-in-fact
and agent, or his substitutes, shall do or cause to be done by virtue hereof.

/s/ Ronald E. Eibensteiner
By: Ronald E. Eibensteiner, March 25, 1997
Chairman of the Board & Director Date

/s/ Nicholas C. Bluhm
By: Nicholas C. Bluhm, March 25,1997
President, CEO & Director Date

/s/ Gregory H. Mohn
By: Gregory H. Mohn, March 25, 1997
Secretary and Director Date

By: Vin Weber,
Director Date

By: Michael P. Corcoran,
Director Date

/s/ George Smith
By: George Smith, March 27, 1997
Director Date

<PAGE>

OneLink Communications, Inc.

Exhibit Index to Form 10-KSB

Exhibit
Number Description

(a) Incorporated by reference to the Company's Registration Statement on
Form SB-2 (File No. 33-90084C) filed March 7, 1995

(b) Incorporated by reference to the Company's Report on Form 10-KSB filed
for the fiscal year ended December 31, 1995 (File No. 0-25764)

* Indicates a management contract or compensatory plan or arrangement
required to be filed as an Exhibit to this Form 10-KSB

Exhibit 3.1

AMENDMENT OF ARTICLES OF INCORPORATION
OF
MARKETLINK, INC.

Article I of the Articles of Incorporation of MarketLink, Inc. has been
amended in its entirety to read as follows:

"ARTICLE I.

Name. The name of the Corporation shall be OneLink Communications, Inc."

Article III of the Articles of Incorporation of MarketLink, Inc. has been
amended in its entirety to read as follows:

"ARTICLE III.

3.1) Authorized Shares. The aggregate number of shares the corporation has
authority to issue shall be 50,000,000 shares, which shall have a par value of
$.01 per share, and which shall consist of 40,000,000 shares of Common Stock and
10,000,000 undesignated shares.

The Board of Directors of the corporation is authorized to establish from
the undesignated shares, by resolution adopted and filed in the manner provided
by law, one or more classes or series of shares, to designate each such class or
series (which may include but is not limited to designation as additional shares
of Common Stock), and to fix the relative rights and preferences of each such
class or series.

The Board of Directors shall have the authority to issue shares of a class
or series, shares of which may then be outstanding, to holders of shares of
another class or series to effectuate share dividends, splits or conversion of
its outstanding shares."

I certify that I am authorized to execute this Amendment and I further
certify that I understand that by signing this Amendment I am subject to the
penalties of perjury as set forth in Minnesota Statutes, Section 609.48, as if I
had signed this Amendment under oath.

Dated: January 2, 1997

/S/ Nicholas C. Bluhm
Nicholas C. Bluhm, President

Exhibit 10.22

ONELINK COMMUNICATIONS, INC.
1994 STOCK OPTION PLAN
NOTICE OF STOCK OPTION GRANT

Optionee's Name and Address:

Ronald E. Eibensteiner
Wyncrest Capital
IDS Center, Suite 226
80 South Eighth Street
Minneapolis, Minnesota 55402

You have been granted an option to purchase Common Stock of OneLink
Communications, Inc. (the "Company") as follows:

Grant Number: [to be completed]
Date of Grant: September 4, 1996
Option Price Per Share: $1.75
Total Number of Shares Granted: 400,000
Total Price of Shares Granted: $700,000
Type of Option: Non-qualified Incentive Stock Option: No
Term/Expiration Date: Ten (10) years/September 3, 2006

Vesting Schedule: This Option shall vest and may be exercisable, in whole
or in part, in accordance with the following schedule:

50,000 shares Effective September 4, 1996,
50,000 shares May 13, 1997,
50,000 shares May 13, 1998,
50,000 shares May 13, 1999, and
200,000 shares Effective at such time as: (1) the closing price of the
Company's common stock exceeds $3.50 per share for twenty
(20) consecutive trading days, if such common stock is then
reported in the national market system or is listed upon an
established exchange or exchanges, or (2) the average
between the bid and asked prices quoted by a recognized
specialist in the Company's common stock exceeds $3.50 per
share for twenty (20) consecutive trading days, if such
common stock is not reported in the national market system
or listed upon an exchange.

Termination Period:

If Optionee ceases to be both Chairman of the Board and a director of the
Company for any reason, then options which are not vested will automatically
expire. Options which have vested but have not been exercised will also
automatically expire, unless Optionee exercises such options within (1) ninety
(90) days after the termination of his positions, if Optionee voluntarily
terminates both of his positions, or (2) one (1) year after his employment
terminates if the Company terminates both of Optionee's positions involuntarily.
In no event will the options be exercisable later than the Expiration Date.

<PAGE>

By your signature and the signature of the Company's representative below,
you and the Company agree that this option is granted under and governed by the
terms and conditions of the 1994 Stock Option Plan and the Stock Option
Agreement, all of which are attached and made a part of this document.

OPTIONEE OneLink Communications, Inc.

By: By:
Ronald E. Eibensteiner Nicholas C. Bluhm, President & CEO

<PAGE>

1994 STOCK OPTION PLAN
STOCK OPTION AGREEMENT

1. Grant of Option. OneLink Communications, Inc., a Minnesota corporation
(the "Company"), hereby grants to the Optionee named in the Notice of Grant (the
"Optionee"), an option (the "Option") to purchase up to the total number of
shares of Common Stock (the "Shares") set forth in the Notice of Grant, at the
option price per share set forth in the Notice of Grant (the "Option Price")
subject to the terms, definitions and provisions of the Company's 1994 Stock
Option Plan (the "Plan") adopted by the Company, which is incorporated herein by
reference. Unless otherwise defined herein, the terms defined in the Plan shall
have the same defined meanings in this Option.

If designated an Incentive Stock Option, this Option is intended to qualify
as an Incentive Stock Plan as defined in Section 422 of the Code.

2. Exercise of Option. This Option shall be exercisable during its terms in
accordance with the Vesting Schedule set out in the Notice of Grant and with the
provisions of Section 9 of the Plan as follows:

(i) Right to Exercise.

(a) This Option may not be exercised for a fraction of a
share.

(b) In the event of Optionee's death, disability or other
termination of employment, the exercisability of the Option is governed by
Sections 6 below and Section 9 of the Plan, subject to the limitation contained
in subsection 2(i)(c).

(c) In no event may this Option be exercised after the
Expiration Date of the term of this Option as set forth in the Notice of Grant.

(ii) Method of Exercise. This Option shall be exercisable by
written notice (in the form attached as Exhibit A) which shall state the
election to exercise the Option, the number of Shares in respect of which the
Option is being exercised, and such other representations and agreements as to
the holder's investment intent with respect to such shares of Common Stock as
may be required by the Company pursuant to the provisions of the Plan. Such
written notice shall be signed by the Optionee and shall be delivered in person
or by certified mail to the Secretary of the Company. The written notice shall
be accompanied by payment of the Option Price.

No Shares will be issued pursuant to the exercise of an Option unless such
issuance and such exercise shall comply with all relevant provisions of law and
the requirements of any stock exchange upon which the Shares may then be listed.
Assuming such compliance, for income tax purposes the Shares shall be considered
transferred to the Optionee on the date on which the Option is exercised with
respect to such Shares.

3. Method of Payment. Payment of the Option Price shall be by any of the
following, or a combination thereof, at the election of the Optionee:

i. cash; or

ii. check.

4. Restrictions on Exercise. This Option may not be exercised if the
issuance of such Shares upon such exercise or the method of payment of
consideration for such shares would constitute a violation of any applicable
federal or state securities or other law or regulation, including any rule under
Part 207 of Title 12 of the Code of Federal Regulations ("Regulation G") as
promulgated by the Federal Reserve Board. As a condition to the exercise of this
Option, the Company may require Optionee to make any representation and warranty
to the Company as may be required by any applicable law or regulation.

<PAGE>

5. Termination of Relationship. In the event of termination of Optionee's
consulting relationship or Continuous Status as an Employee, Optionee may, to
the extent otherwise so entitled at the date of such termination (the
"Termination Date"), exercise this Option during the Termination Period set out
in the Notice of Grant. To the extent that Optionee was not entitled to exercise
this Option at the date of such termination, or if Optionee does not exercise
this Option within the time specified herein, the Option shall terminate.

6. Non-Transferability of Option. This Option may not be transferred in any
manner otherwise than by will or by the laws of descent or distribution and may
be exercised during the lifetime of Optionee only by him. The terms of this
Option shall be binding upon the executors, administrators, heirs, successors
and assigns of the Optionee.

7. Term of Option. This Option may be exercised only within the term set
out in the Notice of Grant, and may be exercised during such term only in
accordance with the Plan and the terms of this Option. The limitations set out
in Section 7 of the Plan regarding Options designated as Incentive Stock Options
and Options granted to more than ten percent (10%) shareholders shall apply to
this Option.

8. Tax Consequences. The exercise of this Option, and the subsequent sale
or disposition of Shares thus acquired, shall have income tax consequences for
the Optionee, and it is Optionee's responsibility to determine any such income
tax liability.

OneLink Communications, Inc.,
a Minnesota corporation

By:
Nicholas C. Bluhm, President and CEO

OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE
OPTION HEREOF IS EARNED ONLY BY CONTINUING CONSULTANCY OR EMPLOYMENT AT THE WILL
OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR
ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT
NOTHING IN THIS AGREEMENT, NOR IN THE COMPANY'S STOCK OPTION PLAN WHICH IS
INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT WITH
RESPECT TO CONTINUATION OF EMPLOYMENT OR CONSULTANCY BY THE COMPANY, NOR SHALL
IT INTERFERE IN ANY WAY WITH HIS RIGHT OR THE COMPANY'S RIGHT TO TERMINATE HIS
EMPLOYMENT OR CONSULTANCY AT ANY TIME, WITH OR WITHOUT CAUSE.

Optionee acknowledges receipt of a copy of the Plan and represents that he
is familiar with the terms and provisions thereof, and hereby accepts this
Option subject to all of the terms and provisions thereof. Optionee has reviewed
the Plan and this Option in their entirety, has had an opportunity to obtain the
advice of counsel prior to executing this Option and fully understands all
provisions of the Option. Optionee hereby agrees to accept as binding,
conclusive and final all decisions or interpretations of the Administrator upon
any questions arising under the Plan or this Option.

Dated: OPTIONEE

By:
Ronald E. Eibensteiner

<PAGE>

CONSENT OF SPOUSE

The undersigned spouse of Optionee has read and hereby approves the terms
and conditions of the Plan and this Option Agreement. In consideration of the
Company's granting his or her spouse the right to purchase Shares as set forth
in the Plan and this Option Agreement, the undersigned hereby agrees to be
irrevocably bound by the terms and conditions of the Plan and this Option
Agreement and further agrees that any community property interest shall be
similarly bound. The undersigned hereby appoints the undersigned's spouse as
attorney-in-fact for the undersigned with respect to any amendment or exercise
of rights under the Plan or this Option Agreement.

Dated: SPOUSE OF OPTIONEE

By:
Lori Eibensteiner

<PAGE>

EXHIBIT A
1994 STOCK OPTION PLAN
EXERCISE NOTICE

OneLink Communications, Inc.
10340 Viking Drive, Suite 150
Eden Prairie, MN 55344

Attention: Chief Financial Officer

1. Exercise of Option. Effective as of today, , 199_, the undersigned
("Optionee") hereby elects to exercise Optionee's option to purchase shares of
the Common Stock (the "Shares") of OneLink, Inc. (the "Company") under and
pursuant to the Company's 1994 Stock Option Plan, as amended (the "Plan") and
the Incentive Stock Option Agreement dated (the "Option Agreement").

2. Representations of Optionee. Optionee acknowledges that Optionee has
received, read and understood the Plan and the Option Agreement and agrees to
abide by and be bound by their terms and conditions. Optionee represents that
Optionee is purchasing the Shares for Optionee's own account for investment and
not with a view to, or for sale in connection with, a distribution of any of
such Shares.

3. Rights as Shareholder. Until the stock certificate evidencing such
Shares is issued (as evidenced by the appropriate entry on the books of the
Company or of a duly authorized transfer agent of the Company), no right to vote
or receive dividends or any other rights as a shareholder shall exist with
respect to the optioned Stock, notwithstanding the exercise of the Option. The
Company shall issue (or cause to be issued) such stock certificate promptly
after the Option is exercised. No adjustment will be made for a dividend or
other right for which the record date is prior to the date the stock certificate
is issued, except as provided in Section 12 of the Plan.

Optionee shall enjoy rights as a shareholder until such time as Optionee
disposes of the Shares or the Company. Upon such exercise, Optionee shall have
no further rights as a holder of the Shares so purchased except the right to
receive payment for the Shares so purchased in accordance with the provisions of
this Agreement, and Optionee shall forthwith cause the certificate(s) evidencing
the Shares so purchased to be surrendered to the Company for transfer or
cancellation.

4. Tax Consultation. Optionee understands that Optionee may suffer adverse
tax consequences as a result of Optionee's purchase or disposition of the
Shares. Optionee represents that Optionee has consulted with any tax consultants
Optionee deems advisable in connection with the purchase or disposition of the
Shares and that Optionee is not relying on the Company for any tax advice.

5. Restrictive Legends and Stop Transfer Orders.

(a) Legends. Optionee understands and agrees that the Company
shall cause the legends set forth below or legends substantially
equivalent thereto, to be placed upon any certificate(s) evidencing
ownership of the Shares together with any other legends that may be
required by state or federal securities laws:

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (THE "ACT") OR
THE SECURITIES LAWS OF CERTAIN STATES AND ARE BEING OFFERED AND SOLD IN
RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT
AND SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON
TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT
PURSUANT TO EFFECTIVE REGISTRATION STATEMENTS UNDER SAID LAWS UNLESS
THE CORPORATION HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO IT
THAT SUCH TRANSFER OR DISPOSITION DOES NOT REQUIRE REGISTRATION UNDER
SAID LAWS AND, FOR ANY SALES UNDER RULE 144 OF THE ACT, SUCH EVIDENCE
AS IT SHALL REQUEST FOR COMPLIANCE WITH THAT RULE."

<PAGE>

(b) Stop Transfer Notices. Optionee agrees that, in order to
ensure compliance with the restrictions referred to herein, the Company
may issue appropriate "stop transfer" instructions to its transfer
agents if any, and that, if the Company transfers its own securities,
it may make appropriate notations to the same effect in its own
records.

(c) Refusal to Transfer. The Company shall not be required (i)
to transfer on its books any Shares that have been sold or otherwise
transferred in violation of any of the provisions of this Agreement or
(ii) to treat as owner of such Shares or to accord the right to vote or
pay dividends to any purchaser or other transferee to whom such Shares
shall have been so transferred.

6. Market Standoff Agreement. Optionee hereby agrees that if so requested
by the Company or any representative of the underwriters in connection with any
registration of the offering of any securities of the Company under the 1933
Act, Optionee shall not sell or otherwise transfer any Shares or other
securities of the Company during the 180-day period following the effective date
of a registration statement of the Company filed under the 1933 Act; provided,
however, that such restriction shall only apply to the first two registration
statements of the Company to become effective under the 1933 Act which include
securities to be sold on behalf of the Company to the public in an underwritten
public offering under the 1933 Act. The Company may impose stop-transfer
instructions with respect to securities subject to the foregoing restrictions
until the end of such 180-day period.

7. Successors and Assigns. The Company may assign any of its rights under
this Agreement to single or multiple assignees, and this Agreement shall inure
to the benefit of the successors and assigns of the Company. Subject to the
restrictions on transfer herein set forth, this Agreement shall be binding upon
Optionee and his or her heirs, executors, administrators, successors and
assigns.

8. Interpretation. Any dispute regarding the interpretation of this
Agreement shall be submitted by Optionee or by the Company forthwith to the
Company's Board of Directors or the committee thereof that administers the Plan,
which shall review such dispute at its next regular meeting. The resolution of
such a dispute by the Board or committee shall be final and binding on the
Company and on Optionee.

9. Governing Law: Severability. This Agreement shall be governed by and
construed in accordance with the laws of the State of Minnesota excluding that
body of law pertaining to conflicts of law. Should any provision of this
Agreement be determined by a court of law to be illegal or unenforceable, the
other provisions shall nevertheless remain effective and shall remain
enforceable.

10. Delivery of Payment. Optionee herewith delivers to the Company the full
Option Price for the Shares.

11. Entire Agreements The Plan and Notice of Grant/Option Agreement are
incorporated herein by reference. This Agreement, the Plan and the Notice of
Grant/Option Agreement constitute the entire agreement of the parties and
supersede in their entirety all prior undertakings and agreements of the Company
and Optionee with respect to the subject matter hereof, and is governed by
Minnesota law except for that body of law pertaining to conflict of laws.

<PAGE>

Submitted By: Accepted By:

OPTIONEE ONELINK COMMUNICATIONS, INC.

By: By:
Ronald E. Eibensteiner Nicholas C. Bluhm, President and CEO

Address of Optionee: Address:
Ronald E. Eibensteiner ONELINK COMMUNICATIONS, INC.
Wyncrest Capital 10340 Viking Drive, Suite 150
IDS Center, Suite 226 Eden Prairie, MN 55344
80 South Eighth Street
Minneapolis, Minnesota 55402

Exhibit 10.23

ONELINK COMMUNICATIONS, INC.
1994 STOCK OPTION PLAN
NOTICE OF STOCK OPTION GRANT

Optionee's Name and Address:

Nicholas C. Bluhm
4831 Queen Avenue South
Minneapolis, MN 55410-1908

You have been granted an option to purchase Common Stock of OneLink
Communications, Inc. (the "Company") as follows:

Grant Number: [to be completed]
Date of Grant: September 4, 1996
Option Price Per Share: $1.75
Total Number of Shares Granted: 600,000
Total Price of Shares Granted: $1,050,000
Type of Option: Qualified Incentive Stock Option:
to the extent allowed by IRC ss.422(d)
Term/Expiration Date: Ten (10) years/September 3, 2006

Vesting Schedule: This Option shall vest and may be exercisable, in whole
or in part, in accordance with the following schedule:

100,000 shares Effective September 4, 1996,
100,000 shares May 13, 1997,
100,000 shares May 13, 1998,
100,000 shares May 13, 1999, and
200,000 shares Effective at such time as: (1) the closing price of the
Company's common stock exceeds $3.50 per share for twenty
(20) consecutive trading days, if such common stock is then
reported in the national market system or is listed upon an
established exchange or exchanges, or (2) the average
between the bid and asked prices quoted by a recognized
specialist in the Company's common stock exceeds $3.50 per
share for twenty (20) consecutive trading days, if such
common stock is not reported in the national market system
or listed upon an exchange.

Termination Period:

If Optionee ceases to be an employee of the Company for any reason, then
options which are not vested will automatically expire. Options which have
vested but have not been exercised will also automatically expire, unless
Optionee exercises such options within (1) ninety (90) days after his employment
terminates, if Optionee voluntarily terminates his employment, or (2) one (1)
year after his employment terminates if the Company terminates Optionee's
employment involuntarily. In no event will the options be exercisable later than
the Expiration Date.

<PAGE>

OPTIONEE OneLink Communications, Inc.

By: By:
Nicholas C. Bluhm Ronald E. Eibensteiner, Chairman of the Board

<PAGE>

1994 STOCK OPTION PLAN
STOCK OPTION AGREEMENT

1. Grant of Option. OneLink Communications, Inc., a Minnesota corporation
(the "Company"), hereby grants to the Optionee named in the Notice of Grant (the
"Optionee"), an option (the "Option") to purchase up to the total number of
shares of Common Stock (the "Shares") set forth in the Notice of Grant, at the
option price per share set forth in the Notice of Grant (the "Option Price")
subject to the terms, definitions and provisions of the Company's 1994 Stock
Option Plan (the "Plan") adopted by the Company, which is incorporated herein by
reference. Unless otherwise defined in this Agreement, the terms defined in the
Plan shall have the same defined meanings in this Option.

If designated an Incentive Stock Option, this Option is
intended to qualify as an Incentive Stock Plan as defined in Section 422 of the
Code.

(i) Right to Exercise.

(a) This Option may not be exercised for a fraction
of a share.

(b) In the event of Optionee's death, disability or
other termination of employment, the exercisability of the Option is governed
by Sections 6 below and Section 9 of the Plan, subject to the limitation
contained in subsection 2(i)(c).

(c) In no event may this Option be exercised after
the Expiration Date of the term of this Option as set forth in the Notice of
Grant.

3. Method of Payment. Payment of the Option Price shall be by any of the
following, or a combination thereof, at the election of the Optionee:

i. cash; or

ii. check.

<PAGE>

OneLink Communications, Inc.,
a Minnesota corporation

By:
Ronald E. Eibensteiner, Chairman of the Board

Dated: OPTIONEE

By:
Nicholas C. Bluhm

<PAGE>

CONSENT OF SPOUSE

Dated: SPOUSE OF OPTIONEE

By:
Karen Kletter

<PAGE>

EXHIBIT A
1994 STOCK OPTION PLAN
EXERCISE NOTICE

OneLink Communications, Inc.
10340 Viking Drive, Suite 150
Eden Prairie, MN 55344

Attention: Chief Financial Officer

5. Restrictive Legends and Stop Transfer Orders.

<PAGE>

10. Delivery of Payment. Optionee herewith delivers to the Company the full
Option Price for the Shares.

<PAGE>

Submitted By: Accepted By:

OPTIONEE ONELINK COMMUNICATIONS, INC.

By: By:
Nicholas C. Bluhm Ronald E. Eibensteiner, Chairman of the Board

Optionee Address: Address:
Nicholas C. Bluhm ONELINK COMMUNICATIONS, INC.
4831 Queen Avenue South 10340 Viking Drive, Suite 150
Minneapolis, MN 55410-1908 Eden Prairie, MN 55344

We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-08007) pertaining to the MarketLink, Inc. 1994 Stock Option Plan of
our report dated February 18, 1997, with respect to the financial statements of
MarketLink, Inc. included in the Annual Report (Form 10-KSB) for the year ended
December 31, 1996.

/s/ ERNST & YOUNG LLP

Minneapolis, Minnesota
March 28, 1997

<ARTICLE> 5
<MULTIPLIER> 1
<CURRENCY> U.S. Dollars

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<EXCHANGE-RATE> 1
<CASH> 709,026
<SECURITIES> 0
<RECEIVABLES> 174,601
<ALLOWANCES> (60,000)
<INVENTORY> 40,969
<CURRENT-ASSETS> 939,050
<PP&E> 1,267,593
<DEPRECIATION> (563,054)
<TOTAL-ASSETS> 2,539,116
<CURRENT-LIABILITIES> 859,275
<BONDS> 0
0
0
<COMMON> 29,438
<OTHER-SE> 1,593,245
<TOTAL-LIABILITY-AND-EQUITY> 2,539,116
<SALES> 1,099,130
<TOTAL-REVENUES> 1,099,130
<CGS> 551,393
<TOTAL-COSTS> 551,393
<OTHER-EXPENSES> 2,419,826
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 16,193
<INCOME-PRETAX> (1,897,401)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,897,401)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,897,401)
<EPS-PRIMARY> (.65)
<EPS-DILUTED> (.65)

</TABLE>