ONELINK COMMUNICATIONS INC, 10KSB, 1998-03-31

ONELINK COMMUNICATIONS INC
10KSB, 1998-03-31
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, 1997.

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. [ ]

The Company's revenues for the fiscal year ended December 31, 1997 totaled
$ 2,296,335.

The aggregate market value of the common stock held by nonaffiliates of the
registrant as of March 17, 1998 was approximately $4,143,100 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
17, 1998 was 4,991,696.

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, 1998 Annual
Meeting, which will be filed by April 22, 1998, are incorporated by reference
into Items 9, 10, 11 and 12 of Part III.

<PAGE>

ONELINK COMMUNICATIONS, INC.

TABLE OF CONTENTS

Page

PART I

ITEM 1. Description of Business............................

ITEM 2. Description of Properties..........................

ITEM 3. Legal Proceedings..................................

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

PART II

ITEM 5. Market for Registrant's Common Stock and Related
Stockholder Matters................................

ITEM 6. Management's Discussion and Analysis of Results of
Operations and Financial Condition..................

ITEM 7. Financial Statements and Supplementary Data.........

ITEM 8. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.................

PART III

ITEM 9. Directors and Executive Officers of the
Registrant..........................................

ITEM 10. Executive Compensation..............................

ITEM 11. Security Ownership of Certain Beneficial Owners and
Management..........................................

ITEM 12. Certain Relationships and Related Transactions......

PART IV

ITEM 13. Exhibits and Reports on Form 8-K....................

Consolidated Financial Statement.........................................

<PAGE>

PART I

Item 1. Description of Business

General

OneLink Communications, Inc. (the "Company" or "OneLink"), was incorporated in
Minnesota in June, 1990. The Company specializes in transforming raw
telecommunications data into reports, containing information pertaining to
caller location, frequency of calls, unanswered calls, busy calls, etc, referred
to in the industry as "business intelligence" that enables management to make
better informed and more accurate decisions. The company markets its TeleSmartTM
Data Services solutions to telecommunications providers who provide these
services to their customers as value-added enhancements to strengthen customer
relationships and increase customer satisfaction, loyalty and retention.

Historically, the Company has focused on the design, development and operation
of interactive voice response (IVR) systems. OneLink's IVR systems facilitate
caller information transactions by collecting and distributing information,
creating customer databases and accessing location-specific services by
telephone on a fully automated basis. OneLink provides IVR services using
equipment and application software located at customer locations or available
nationally through 800 access at the Company headquarters in Minnesota. The
Company is shifting its focus away from the deployment of interactive
technologies and solutions and is focusing on becoming a management reporting
and business intelligence partner for telephone companies.

Products and Services

The Company provides a wide range of business intelligence services using its
in-house data processing facilities and expertise. The Company also offers
professional services aimed at supporting the consulting, development and
implementation needs of its customers.

TeleSmartTM Data Services
OneLink's TeleSmartTM service transforms raw telecommunications data into visual
business intelligence by converting the data into tabular, graphic and
geographic formats that can be easily interpreted by business managers.
OneLink's data processing and database expertise and its proprietary use of
Geographic Information Service (GIS) methodology enables OneLink to track caller
information and assemble it into coherent reports. These reports strengthen a
customer's insight into their customer base and creates market intelligence. GIS
technology is being used increasingly by businesses to provide information
needed to shape decisions and to translate large amounts of tabular information
into easy-to-read graphic formats.

The Company is attempting to expand its TeleSmartTM Data Services within the
telecommunications industry by offering enhanced reporting and mapping services
for business analysis and marketing purposes. The Company has developed these
new TeleSmartTM products and services with the intention of focusing its sales
efforts on the Regional Bell Operating Centers (RBOCs), new Local Access
Carriers, existing InterExchange Carriers and the Teleservices Industry.

Call Graphics Software
Specifically created for the Company's TeleSmartTM Data Services customers, this
software allows for the easy customization of enhanced call management reports
at the desktop. This capability gives TeleSmartTM customers the opportunity to
fine-tune the reports they receive to meet specific business intelligence needs.

Interactive Information Services
OneLink's interactive information services are designed for a wide range of
corporate applications. The OneLink interactive information services offer

<PAGE>

fully automated solutions to customers whose activities include dispensing,
receiving and managing information. The basic system permits easy modular
configuration to serve specific tasks. The Company provides these services to
businesses in the media, finance and retail industries.

Single Number Service
OneLink's Single Number Service (SNS) systems and services are designed to serve
companies, that 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 (RBOCs). The Company also has equipment and geographic
routing database software located at customer locations to provide this service.

Industry Background

The Telecom Act of 1996 gave rise to an increasing level of competition for
local access between the established Regional Bell Operating Companies, the
Independent Telephone Companies and Competitive Local Exchange Carriers. This
competition has caused incumbent phone companies to increase focus on customer
loyalty and retention through the offering of enhanced services and away from a
price-only customer retention strategy.

Often telephone companies do not have the expertise, manpower or time to market,
develop and implement enhanced services like call management reports and end
user software. The need to offer these enhanced services quickly has created the
opportunity for small, fast moving companies to provide products and services
needed to assist in the retention and expansion of customer bases.

Interactive computer telephony, including IVR systems, has become a major
component in providing both product and service differentiation within the
telecommunications industry. However, these products are increasingly viewed and
priced as commodity products with the only real value placed on the application
development. There are many sources of interactive technology and solutions
which also leads to competition and price sensitivity. Because of this,
OneLink's management has decided to focus more of its resources on the
development of its TeleSmartTM products for the foreseeable future.

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 micro computer hardware supplied by various
manufacturers. All OneLink applications utilize NT and 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.

Sales and Marketing

The Company's primary sales and marketing strategy focuses on providing enhanced
management reporting and business intelligence services to telephone companies.
The Company sells its products directly though its own sales force and
indirectly through business alliances. OneLink sales representatives attend
trade shows likely to attract users of its products, advertises in publications
tailored to businesses having the potential to use the Company's products and,
in addition, uses direct mailing, telephone and personal contact to reach its
markets.

<PAGE>

Primary Customers

During 1997, the Company's revenues totaled $2,296,335. Revenue from US WEST
Communications, Inc., primarily for the development and implementation of
OneLink's TeleSmartTM product, accounted for approximately $793,500 or 35% of
total revenue. The Company's next four largest customers accounted for combined
revenues of approximately $541,250 or 23.6% of total revenues.

Competition

The Company is not aware of any current competitor who provides a product or
service materially similar to TeleSmartTM Data Services or Call Graphics
Software. Some RBOCs have previously offered segments of management reports that
are similar to those created by the Company's TeleSmartTM Data Services but
prior to OneLink's entry into the field, none appear to have offered a complete
package of reports and end user software specifically aimed at capturing
incoming caller information. Companies with significant financial resources,
application development expertise and telecommunications experience may attempt
to duplicate OneLink's products and services in this area. However, the Company
believes time to market is a key success factor and at this time, the Company
believes they are first to market with these products.

The Company's interactive voice response systems and services represent a
rapidly evolving market with competition from many companies pursuing the
development of competing interactive computer telephony systems. 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, 1997, 1996 and 1995, the Company spent
approximately $349,046, $367,792, and $567,000, respectively, on research and
development. The Company's research and development expenses for 1995 through
1997 were 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 enhancing its edit station. The 1995 research and
development expenses also included Geographic Information System mapping
capabilities.

Employees

As of December 31, 1997 the Company had 19 employees, including 2 in sales
positions, 6 in administration and finance, 5 in customer and system support, 3
in product research and development and 3 in Geographic Information Systems. The
Company has a relationship with two independent contractors and may, from
time-to-time, use other outside contractors for specific projects. The Company
believes its relations with its employees are good. None of the Company's
employees are represented by a labor union.

<PAGE>

Year 2000 Review

During the fourth quarter 1997, the Company conducted a review of its operations
and systems to identify the impact of the so-called Year 2000 issue. The Year
2000 issue, which is common to many corporations concerns the inability of
information systems, primarily computer hardware and computer software programs,
to properly recognize and process date-sensitive information as the year 2000
approaches. The review of the Company's operations indicated that the software
created by the Company and the software and hardware used by the Company will
not require Year 2000 modifications. The Company currently is not aware of a
situation where any of its vendors will experience Year 2000 problems that will
have a material effect on the Company. The Company does not anticipate incurring
material expenses relating to the Year 2000 issue.

Item 2. Property

The Company leases approximately 10,750 square feet of commercial office and
warehouse space for $11,074.25 per month plus utilities at 10340 Viking Drive,
Suite 150, Eden Prairie, Minnesota 55344 under a lease which will terminate on
June 30, 1998. The Company is currently evaluating its option regarding renewal
of its current lease or moving to new facilities within the Southwest region of
the Minneapolis suburbs.

Item 3. Legal Proceedings

On March 8, 1996, Don Lomax, a former employee, filed suit against the Company
alleging breach of an unsigned employment contract. Mr. Lomax sought specific
performance of the terms of the instrument. The Company denied Mr. Lomax's claim
and counterclaimed for breaches of a non-compete agreement. On March 18, 1998
this suit was settled outside of court with the Company agreeing to pay Mr.
Lomax $20,000.

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

There were no matters submitted to a vote of security holders during the
Company's fourth quarter.

PART II

Item 5. Market for Common Equity and Related Stockholder Matters

In 1997, the Company's Common Stock was traded in the over-the-counter market
with prices quoted on the Nasdaq SmallCap Market under the symbol "ONEL". On
February 26, 1998, the Company's Common Stock was delisted from the Nasdaq
SmallCap Market for failure to meet the new net tangible asset rules that went
info effect on February 23, 1998. The Company's Common Stock is currently traded
in the over-the-counter market with prices quoted on the OTC Bulletin Board
under the symbol "ONEL".

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, 1997
High Low
First Quarter $ 2.375 $ 1.0000
Second Quarter 2.750 1.5000
Third Quarter 1.750 1.1875
Fourth Quarter 2.625 1.0000

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>

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 17, 1998
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.

In the first quarter of 1997, the Company issued 22,865 shares of Common Stock,
at $.66 per share, to a holder of an outstanding warrant upon the holder's
exercise of such warrant. This was a non-cash transaction. The holder of the
warrants originally had 35,035 warrants. The calculation of 22,865 shares was
based on the fair market value of $1.90 per share.

In the third quarter of 1997, the Company raised $2,000,000 through a private
placement of Units ( the "Units"). Each Unit consisted of 50,000 shares of the
Company's common stock and warrants to purchase an additional 50,000 shares of
common stock. The Units were offered pursuant to Section 4(2) of the Securities
Act of 1933, as amended and were made only to "Accredited Investors" as defined
by Rule 501 of Regulation D promulgated under the Securities Act and Laws.

In the fourth quarter of 1997, the Company issued 25,000 shares of Common Stock,
at $.01 per share, to a holder of an outstanding warrant upon the holder's
exercise of such warrant. The Company relied on Section 4(2) of the Securities
Act of 1933, as amended.

Item 6. Management's Discussion and Analysis

Results of Operations

The following table sets forth, for the periods indicated, certain Statements of
Operations data as a percentage of revenues.
<TABLE>
<CAPTION>

For Twelve Months Ended December 31
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
Revenues 100.0% 100.0% 100.0%
Cost of revenues 57.3% 50.2% 57.0%
Gross Profit 42.7% 49.8% 43.0%
Research & development expenses 15.2% 33.5% 82.0%
Selling expenses 21.2% 33.3% 20.0%
General & administrative expenses 87.8% 147.5% 114.9%
Goodwill 25.8% 4.9% 0.0%
Total operating expenses 150.1% 219.2% 216.8%
Interest & other income/(expense) (1.8%) (3.3%) 23.9%
Net Income (109.2%) (172.6%) (149.9%)

Year Ended December 31, 1997 Compared to Year Ended December 31, 1996

</TABLE>

Revenues
The Company's revenues for the period ending December 31, 1997 were $2,296,335,
an increase of $1,197,205 or 108.9% compared to the same period ended December
31, 1996. The Company recognized approximately $770,000 in revenue related to
its new product, TeleSmartTM services. Revenues from the Company's IVR business
line increased approximately $400,000 with a majority of the increase coming
from its services in the media and finance industry. Revenues from the Company's
Mapping Services increased by approximately $39,000.

<PAGE>

Cost of Revenues and Gross Profit
The Company's cost of revenues for the period ending December 31, 1997 was
$1,315,557 compared to $551,393 for the same period in 1996, an increase of
$764,164, or 138.6%. A large portion of the increase, approximately $584,000, is
related to the development cost of the Company's new TeleSmartTM services. Cost
of revenues for the Company's IVR business increased approximately $180,000 and
were primarily related to the media and finance industry. The gross profit of
$980,778 for the twelve month period ended December 31, 1997, is an increase of
79.1% over the previous year. Gross profit, as a percentage of revenues was
42.7% compared to 49.8% for the same period in 1996. The decrease in the
Company's gross profit margin is attributable to the start-up phase of the
Company's TeleSmartTM services.

Research and Development Costs
Research and development expenses decreased $18,746 in 1997 to $349,046 compared
to $367,792 in 1996.

Selling Costs
For the year ended December 31, 1997, selling expenses increased $121,332 to
$487,567 compared to $366,235 for the same period in 1996, an increase of 33.1%.
This increase was primarily due to increased sales personnel in the first three
quarters of 1997.

General and Administrative Costs
The Company's general and administrative expenses for the year ended December
31, 1997 were $2,016,759 compared to $1,620,890 for the same period in 1996, an
increase of $395,869 or 24.4%. Several one time events contributed to the
increase including: personnel search costs of approximately $117,000 for a new
President and for a Vice President of Sales and Marketing, consulting costs of
approximately $71,000 for an interim Chief Operating Officer, and the write-down
of liabilities and obsolete assets of approximately $92,000. In addition, the
Company's salary and benefit expense grew approximately $110,000 related to
increased personnel.

Goodwill
The Company's goodwill amortization for the period ended December 31, 1997 was
$592,542 compared to $53,909 for the same period in 1996, an increase of
$538,633. In 1997, the Company amortized and wrote-down all remaining goodwill
related to the Company's acquisition of Provident Worldwide Communications. The
asset of goodwill was determined to have been impaired because of the losses
related to Provident and its inability to generate future operating income
without substantial sales volume increase.

Other Income and Expense
Interest income for the year ended December 31, 1997 was $34,091 compared to
$94,295 for the same period in 1996. The decrease is due to the reduction of
interest bearing deposits throughout 1997. Interest expense for the year ended
December 31, 1997 was $77,452 compared to $16,193 for the same period in 1996.
The increase is primarily due to warrants issued in connection with the bridge
loans needed to fund the Company until a private placement of common stock could
be completed in September of 1997. Non-interest income and expense netted to
income of $1,622 in 1997 compared to expense of $114,414 in 1996. Included in
the balance for 1996 are expenses of approximately $99,000 related to an aborted
acquisition in 1996.

Net Loss
The Company incurred a net loss of $2,506,875 for the year ended December 31,
1997 compared to a net loss of $1,897,401 for the prior year. This in an
increase of $609,474 or 32.1%.

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

<PAGE>

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%. The
decrease was 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 were $220,000
for the five months ended December 31, 1996. There were no telephone access card
sales in 1995.

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 the increase was due to the 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 same period in 1995.
Gross profit, as a percentage of revenues was 49.8% compared to 43.0% for the
same period in 1995.

Selling 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 161%. The increase of
$225,436 was due to an increase in sales staff and the operating costs
associated with the acquired telephone access card business.

General and Administrative Costs
General and administrative expenses for the year ended December 31, 1996
increased $812,149 or 100.4% to $1,620,890 compared to $808,741 for the same
period in 1995. The Company had increased costs related to legal fees, severance
payments, printing and advertising. The expenses related to Geographic
Information Systems were included in the general and administrative costs in
1996 while they were included in research and development for 1995.

Research and Development Costs
Research and development expenses decreased approximately $199,000 in 1996 to
$367,792 compared to $566,900 in 1995. During 1996, the expenses related to the
development and operations of its Geographic Information Systems mapping
capabilities were included in the general and administrative costs as stated
above. The remainder of the decrease was due to a decrease in the research and
development staff and expenses in other development areas as the number of new
systems under development declined during the middle of 1996.

Goodwill
In August of 1996, the Company acquired Provident Worldwide Communications
through the issuance of stock options and assumption of liabilities. The excess
purchase price over fair value of net assets acquired was $645,451 and was
recorded as goodwill. The Company amortized goodwill using the straight-line
method over five years and recorded goodwill amortization of $53,909 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

<PAGE>

the year ended December 31, 1996 was $94,295 compared to $122,074 for the same
period in 1995. The decrease was 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 those balances were
expenses of approximately $99,000 related to an aborted acquisition in 1996,
compared to a write-off of approximately $125,000 of liabilities related to the
Company's 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 year ended 1995. This in an
increase of approximately $842,000 or 79.8%.

Liquidity and Capital Resources

The Company had positive working capital of $79,775 and $677,158 at December 31,
1996 and December 31, 1997, respectively. During 1997, cash used in operations
was $1,142,506 primarily resulting from a net loss of $2,506,875, offset by
depreciation of $317,931, goodwill amortization of $592,542, services and
interest paid by issuing warrants valued at $221,983, write-down of assets and
liabilities of $56,154 and a change in working capital of $175,760. Cash used in
1997 for investing activities was $340,757 for the purchase of property and
equipment. An additional $1,836,581 was provided in financing activities
primarily related to the $2,000,0000 private placement closed in September of
1997. If the Company continues to incur losses and use cash at the rate
established in the year ended December 31, 1997, the Company will need
additional financing by the end of the fourth quarter of 1998 in order to
continue operations.

The Company has reviewed its strategy and multiple lines of business to
determine the best course of action to stem ongoing losses and generate
increased revenues. As a result of the review, the Company has exited or scaled
back its operations in lines of businesses that could not contribute a
profitable cash flow and has elected to focus on providing enhanced management
reporting services to the telecommunication industry. The Company's TeleSmartTM
Data Services and Call Graphics Software combines raw telecommunications data
with geographic information service technology to produce enhanced caller
reporting for business analysis and marketing purposes. The Company will market
the new TeleSmartTM products and services to the Regional Bell Operating
Companies, new Local Access Carriers, existing InterExchange Carriers and the
Teleservices Industry.

Management believes that revenues to be generated from operations combined with
the proceeds from the 1997 private placement will be sufficient to support the
Company's working capital needs for the foreseeable future, assuming the Company
is able to generate sufficient revenues and control expenses during fiscal year
1998. As a result, the Company's ability to meet its working capital
requirements in fiscal year 1998 will depend upon: (i) generating sales which
exceed the Company's fiscal 1997 sales; and (ii) avoiding any significant
increase in expenses. Failure to meet these projections will have a material
effect on the Company's ability to continue its business. Should the Company
seek additional financing, 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 that
would result in dilution to existing shareholders.

Forward Looking Statements

This Form 10-KSB contains certain forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended and Section 21E of the
Securities Exchange Act of 1934. All statements included herein that address
activities, events or developments that OneLink expects, believes or anticipates
will or may occur in the future, including such things as future capital
expenditures (including the amount and nature thereof), business strategy and
measures to implement strategy, competitive strengths, goals, expansion and
other such matters are forward-looking statements. Actual events may differ
materially from those anticipated in the forward-looking statements. Important
factors that may cause such a difference include general economic conditions,
changes in interest rates, increased competition in the Company's market area,
increased regulation of the telecommunications industry generally.

<PAGE>

Item 7. Financial Statements

Report of Independent Auditors

To the Shareholders
OneLink Communications, Inc.

We have audited the accompanying consolidated balance sheets of OneLink
Communications, Inc. (formerly MarketLink, Inc.) as of December 31, 1997 and
1996, 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 OneLink
Communications, Inc. at December 31, 1997 and 1996, 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 1997
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

/s/ Ernst & Young, L.L.P.
Minneapolis, Minnesota
February 27, 1998

OneLink Communications, Inc.
Consolidated Balance Sheets
<TABLE>
<CAPTION>

December 31
1997 1996
------------------------------------
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents $1,074,556 $ 709,026
Trade accounts receivable, net of allowance for doubtful accounts
of $10,000 and $60,000 in 1997 and 1996, respectively
136,802 114,601
Minimum lease payments receivable 17,100 34,200
Computer parts and supplies, net of reserve for obsolescence of
$12,000 in 1996 4,032 40,969
Prepaid expenses 39,655 40,254
------------------------------------
Total current assets 1,272,145 939,050

Property and equipment:
Furniture and equipment 785,696 951,848
Equipment leased to others 273,607 315,745
------------------------------------
1,059,303 1,267,593
Accumulated depreciation (508,975) (563,054)
------------------------------------
550,328 704,539

</TABLE>

<PAGE>

<S> <C> <C>
Other assets:
Investment in sales type leases - 17,100
Deposits 35,311 285,885
Goodwill, net of amortization of $53,909 in 1996 - 592,542
------------------------------------
Total other assets 35,311 895,527

------------------------------------
Total assets $1,857,784 $2,539,116
====================================

Liabilities and shareholders' equity Current liabilities:
Accounts payable $ 74,125 $ 239,277
Current maturities of long-term debt 33,773 69,206
Accrued expenses 343,366 312,437
Customer deposits - 197,175
Deferred revenue 143,723 41,180
------------------------------------
Total current liabilities 594,987 859,275

Unearned lease income 313 4,469
Long-term debt, net of current maturities 5,735 52,689

Shareholders' equity:
Common Stock, par value $.01 per share:
Authorized shares--1997-50,000,000 and
1996-10,000,000
Issued and outstanding shares:
1997--4,991,696 and 1996--2,943,831 49,917 29,438
Additional paid-in capital 8,467,125 6,346,663
Accumulated deficit (7,260,293) (4,753,418)
------------------------------------
Total shareholders' equity 1,256,749 1,622,683

------------------------------------
Total liabilities and shareholders' equity $1,857,784 $2,539,116
====================================
See accompanying notes.

OneLink Communications, Inc.
Consolidated Statements of Operations
Year ended December 31
1997 1996
------------------------------------

Revenues $2,296,335 $1,099,130
Cost of revenues 1,315,557 551,393
------------------------------------
Gross profit 980,778 547,737

Operating expenses:
Selling 487,567 366,235
Research and development 349,046 367,792
General and administrative 2,016,759 1,620,890
Goodwill amortization and writedown 592,542 53,909
------------------------------------

</TABLE>

<PAGE>

<S> <C> <C>
Total operating expenses 3,445,914 2,408,826
------------------------------------
Operating loss (2,465,136) (1,861,089)

Other income (expense):
Interest income 34,091 94,295
Interest expense (77,452) (16,193)
Other income and expense 1,622 (114,414)
====================================
Net loss $(2,506,875) $(1,897,401)
====================================

Net loss per common share:
Basic and diluted $(.71) $(.65)

Weighted average number of shares outstanding:
Basic and diluted 3,549,401 2,940,439

See accompanying notes.

</TABLE>

OneLink Communications, Inc.
Consolidated Statement of Shareholders' Equity

Common Stock Additional Total
--------------------------- Paid-In Accumulated Shareholders'
Shares Amount Capital Deficit Equity
------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
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
Private placement net of expenses of $81,282 2,000,000 20,000 1,898,708 - 1,918,708
Exercise of stock warrants 47,865 479 (229) - 250
Issuance of warrants for service - - 167,383 - 167,383
Issuance of warrants in connection with
bridge financing - - 54,600 - 54,600
Net loss - - - (2,506,875) (2,506,875)
-----------------------------------------------------------------------
Balance at December 31, 1997 4,991,696 $49,917 $8,467,125 $(7,260,293) $1,256,749
========================================================================

See accompanying notes.

</TABLE>

<PAGE>

OneLink Communications, Inc.
Statements of Cash Flows

Year ended December 31
1997 1996
------------------------------------
<S> <C> <C>
Operating activities
Net loss $(2,506,875) $(1,897,401)
Adjustments to reconcile net loss to net cash used in operating
activities:
Depreciation 317,931 270,449
Amortization and write-down of goodwill 592,542 53,909
Write-down of assets 164,816 -
Write-off of accounts payable (108,662) (11,000)
Warrants issued for bridge financing 54,600 -
Warrants issued for services 167,383 -
Net gain on sale of property and equipment 12,221 (5,320)
Changes in operating assets and liabilities:
Trade accounts receivable (22,201) (11)
Minimum lease payments receivable 17,100 -
Computer parts and supplies 36,937 82,681
Prepaid expenses and deposits 251,173 (251,204)
Investment in sales type leases 12,944 25,883
Accounts payable and accrued expenses (25,561) 173,776
Customer deposits (197,175) 197,175
Deferred revenue 102,543 (40,839)
------------------------------------
Net cash used in operating activities (1,130,284) (1,401,902)

Investing activities
Purchases of property and equipment (376,257) (373,762)
Sale of equipment 35,500 79,484
------------------------------------
Net cash used in investing activities (340,757) (294,278)

Financing activities
Net proceeds from short-term debt 350,000 7,537
Payments on short-term and long-term notes payable (82,387) (323,102)
Proceeds from issuance of common stock 1,568,708 -
Proceeds from warrants exercised 250 -
------------------------------------
Net cash provided by (used in) financing activities 1,836,571 (315,565)
------------------------------------

Increase (decrease) in cash and cash equivalents 365,530 (2,011,745)
Cash and cash equivalents at beginning of year 709,026 2,720,771
------------------------------------
Cash and cash equivalents at end of year $1,074,556 $ 709,026
====================================
Supplemental Cash Flow Information
Issuance of stock options in connection with Provident acquisition $ - $ 265,645
Conversion of short-term debt into common stock 350,000 -
Liabilities assumed in purchase of Provident - 380,806

See accompanying notes.

</TABLE>

<PAGE>

OneLink Communications, Inc.
Notes to Consolidated Financial Statements

1. Description of Business
OneLink Communications, Inc. (the "Company" or "OneLink"), was incorporated in
Minnesota in June, 1990. The Company specializes in transforming raw
telecommunications data into reports, containing information pertaining to

<PAGE>

caller location, frequency of calls, unanswered calls, busy calls, etc. referred
in the industry to "business intelligence" that enables management to make
better informed and more accurate decisions. The Company markets its
TeleSmart(TM) Data Services solutions to telecommunications providers who
provide these services to their customers as value-added enhancements to
strengthen customer relationships and increase customer satisfaction, loyalty
and retention.

2. Summary of Accounting Policies

Consolidated Financial Statements
The financial statements include the accounts of OneLink Communications, 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. Revenue on certain contracts may require revenue recognition under
contract accounting rules, whereby revenue is recognized on a percentage
completion basis.

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

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.

Stock-Based Compensation
The Company follows Accounting Principles Board Opinion No. 25, Accounting for
Stock Issued to Employees ("APB 25"), and related interpretations in accounting
for its stock options. Under APB 25, when the exercise price of stock options
equals the market price of the underlying stock on the date of grant, no
compensation expense is recognized.

The Company has adopted the disclosure only provisions of the Statement of
Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation
("Statement 123"). Accordingly, the Company has made pro forma disclosures of
what net loss and net loss per share would have been had the provisions of
Statement 123 been applied to the Company's stock options.

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 three to five year life.
Equipment leased to others is depreciated over the life of the lease.

<PAGE>

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.

Net Loss Per Share
In February 1997, the Financial Accounting Standards Board (FASB) issued
Statement No. 128, Earnings Per Share. Statement 128 replaced the previously
reported primary and fully diluted earnings per share with basic and diluted
earnings per share. Unlike primary earnings per share, basic earnings per share
excludes any dilutive effects of options, warrants, and convertible securities.
Diluted earnings per share is very similar to the previously reported fully
diluted earnings per share. All earnings per share amounts for all periods have
been presented, and where necessary, restated to conform to the Statement 128
requirements.

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 represented the excess of cost over the fair value of Provident net
assets acquired and was amortized on a straight-line basis over 5 years (see
Note 3).

Reclassifications
Certain amounts in the 1996 financial statements have been reclassified to
conform to the 1997 presentation.

3. Acquisition/Disposal

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

The acquisition was accounted for using the purchase method of accounting and,
accordingly, the cost was 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 was allocated to goodwill. In September 1997,
the Company recorded a goodwill write-down of $510,696. The write-down
eliminates all remaining goodwill of the Company related to the acquisition of
Provident. The value of goodwill was determined to have been impaired because of
the losses related to Provident and its inability to generate future operating
income without substantial sales volume increases. Prior to September, goodwill
was amortized using the straight-line method over five years. The Company then
sold the remaining assets of the access card operations. The assets sold for
approximately $35,500. The total effect of the write-down of goodwill and the
sale of the assets resulted in a loss of approximately $500,000. The Company's
consolidated statements of operations include the operating results of Provident
from the date of purchase through the date of disposal. The pro forma impact of
the Provident acquisition is immaterial to the Company's 1996 results of
operations.

4. Other Accrued Liabilities

At December 31, 1995, the Company reclassified $244,544 from accounts payable.
The majority of this represented 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, $108,662, $11,000 and $124,882
were written off in 1997, 1996 and 1995, respectively, as services were not
received or implemented. The write-offs were included in general and
administrative expenses.

<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, 1997:

1998 $17,100
Unearned lease income (313)
------------------
$16,787
==================

The Company is a lessor of data systems under operating leases expiring in
various years through 2000. The Company also has a number of ongoing leases with
customers that are currently on a month-to-month basis. At December 31, 1997,
minimum future rentals to be received from non-cancelable leases with initial
terms in excess of one year are as follows:

1998 $367,400
1999 147,700
2000 116,533
------------------
Total $631,633
==================

At December 31, 1997 and 1996, accumulated depreciation on equipment leased to
others was $231,749 and $210,745, respectively.

6. Long-Term Debt

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

1997 1996
---------------- -----------------
<S> <C> <C>
Notes payable to related parties, due in monthly installments of
$1,000 noninterest bearing $ - $ 7,537
Notes payable, due in monthly installments of $2,894 plus
interest at 10%, unsecured 35,714 71,644
Capital leases payable, imputed interest from 13% to 24%, due in
monthly installments of $3,237, secured by equipment
3,794 42,714
---------------- -----------------
39,508 121,895
Less amount due within one year 33,773 69,206
---------------- -----------------
$ 5,735 $ 52,689
================ =================

</TABLE>

Long-term debt of $5,735 at December 31, 1997 matures in 1998.

Interest paid was $77,452 in 1997 and $29,182 in 1996.

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 to pay down these
obligations 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.

<PAGE>

8. Shareholders' Equity

The Company completed a private placement of Common Stock in 1997 in which it
sold 2,000,000 shares of Common Stock, resulting in net proceeds to the Company
of $1,918,708.

9. Warrants and Stock Options

In September 1997, the Company completed a private placement of 40 Units at
$50,000.00 per unit. Each Unit consisted of 40,000 shares of the Company's
Common Stock and a warrant to purchase an additional 50,000 shares of Common
Stock at $1.50 per share. The Company also issued warrants to the agent in the
private placement to purchase 146,000 shares of Common Stock at $1.00 per share.
These warrants expire on September 15, 2000.

During 1997, the Company borrowed an aggregate of $350,000 from certain
investors including a director, under 9% unsecured notes due in seven months or
upon receipt of proceeds form the private placement and issued warrants to
purchase 105,000 shares of Common Stock at an exercise price of $1.28 per share.
The warrants are exercisable until the year 2000. The value of these warrants
was determined to be $54,600 on the date of grant using a Black-Scholes option
pricing model with the following weighted-average assumptions: risk-free
interest rate of 5.81%, a volatility factor of the expected market price of the
Company's Common Stock of .53 and a warrant life of three years. The entire
$54,600 was charged to interest expense during the year ended December 31, 1997.
The entire amount borrowed was converted to common stock as part of the private
placement, in September 1997.

In November 1997, the Board of Directors issued warrants to purchase 25,000
shares of the Company's Common Stock to outside consultants in exchange for
consulting services. These warrants had an exercise price of $0.010 per share
and were exercised in November 1997. The value of these warrants was determined
to be $49,750.

In December 1997, the Board of Directors issued warrants to purchase 81,247
shares of the Company's Common Stock to outside consultants in exchange for
providing consulting services related to recruitment and hiring of personnel.
These warrants have an exercise price of $1.50 per share and are exercisable to
the year 2004. The value of these warrants was determined to be $65,833.

In December 1997, the Board of Directors issued warrants to purchase 64,500
shares of the Company's Common Stock to an outside consultant in exchange for
consulting services. These warrants have an exercise price of $1.50 per share
and are exercisable to the year 2000. The value of these warrants was determined
to be $38,000.

In December 1997, the Board of Directors issued warrants to purchase 30,000
shares of the Company's Common Stock to an outside consultant in exchange for
consulting services. These warrants have an exercise price for $1.13 per share
and expire on December 31, 2000. The value of these warrants was determined to
be $13,800.

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 non-statutory stock options and are
valued at the fair market value of the stock on the date of grant.

Exercisable options and warrants were 316,775 and 2,885,928, respectively, at
December 31, 1997 and 348,398 and 644,308, respectively, at December 31, 1996.
On January 3, 1997, the shareholders of OneLink 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.

<PAGE>

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

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, 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
Authorized 1,500,000
Granted (1,159,500) 1,159,500 1.41 2,451,747 1.44
Exercised - - (60,035) .39
Canceled 1,022,906 (1,022,906) 1.80 (150,092) 2.15
============================ ==============
Balance at December 31, 1997 381,889 1,868,111 $1.55 2,885,928 $1.77
============================================ ================================

</TABLE>

The following table summarizes information about the stock options outstanding
at December 31, 1997:

Weighted Average Weighted Average
Range of Number Remaining Number Exercisable Exercise Price of
Exercise Price Outstanding Contractual Life Vested Options
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
$.01 - $.99 87,500 3.7 years - $ -
1.00 - 2.50 1,756,262 8.0 years 294,380 1.91
$2.51 - $3.85 24,349 5.9 years 22,395 3.75
-------------------------------------------------------------------------------------
Total 1,868,111 7.78 years 316,775 2.04

</TABLE>

The weighted average fair value of options granted during 1997 and 1996 was
$1.41 and $1.77, respectively.

<PAGE>

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 these options was estimated at the date of grant using
a Black-Scholes option pricing model with the following weighted-average
assumptions for 1997 and 1996: risk-free interest rate of 5.81% and 6.00%,
respectively: volatility factor of the expected market price of the Company's
common stock of .53 and .48, respectively, and an option life of four years.
Fair value calculations assume no dividends will be paid on the Company's common
stock.

1997 1996
--------------------------------------
<S> <C> <C>
Pro forma net loss $(3,004,720) $(2,055,831)
Pro forma net loss per common share - basic and diluted $(.85) $(.70)

</TABLE>

10. Income Taxes

The Company has net operating loss carryforwards of approximately $6,300,000 at
December 31, 1997 expiring at various times through 2012 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.

<PAGE>

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

1997 1996
---------------- -----------------
<S> <C> <C>
Tax benefit at federal statutory tax rate $(852,000) $(645,000)
Increase in valuation allowance 852,000 645,000
================ =================
$ - $ -
================ =================

</TABLE>

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
1997 1996
------------------------------------
<S> <C> <C>
Deferred tax assets $ 26,000 $ 120,000
Deferred tax liabilities - (35,000)
Net operating loss carryforwards 2,153,000 1,476,000
Less valuation allowance (2,179,000) (1,561,000)
====================================
Net deferred tax assets $ - $ -
====================================

</TABLE>

The Company did not pay income taxes in 1997 or 1996.

11. Lease Commitments

The Company leases its administrative facilities under an operating lease. Total
rent expense was $85,944 and $128,215 in 1997 and 1996, respectively. The
Company leases equipment under two separate operating leases. Total lease
expense was $28,853 and $38,379 in 1997 and 1996, respectively.

At December 31, 1997, future minimum lease payments under operating leases are
as follows:

December 31
------------------

1998 $44,998
1999 688
2000 688
2001 172
==================
$46,546
==================

<PAGE>

12. Significant Customers

The Company's revenues totaled $2,296,335 and $1,099,130 during 1997 and 1996,
respectively. Sales to one customer were 35% and 15% of total sales in 1997 and
1996, respectively.

13. Related Party Transactions

Notes payable include amounts due to certain investors, including a director,
for approximately $35,714 and $71,644 as of December 31, 1997 and 1996,
respectively. The Company also had a short-term note payable to a director for
approximately $7,537 at December 31, 1996.

The Company purchased Internet development services of $23,600 and computer
hardware and the development of a home page for approximately $55,195 from
Concerto, a related entity, during 1997 and 1996, respectively.

<PAGE>

14. Continued Existence and Management's Plans

During 1997, the Company incurred a net loss of $2,506,875 had negative cash
flows from operations of $1,130,284 and had an accumulated deficit of $7,260,293
at December 31, 1997. If the Company continues to incur losses and use cash at
the rate established in the year ended December 31, 1997, the Company will need
additional financing by the end of the fourth quarter of 1998 in order to
continue operations.

The Company has reviewed its strategy and multiple lines of business to
determine the best course of action to stem ongoing losses and generate
increased revenues. As a result of the review, the Company has exited or scaled
back its operations in lines of businesses that could not contribute a
profitable cash flow and has elected to focus on providing enhanced management
reporting services to the telecommunications industry. The Company's
TeleSmart(TM) Data Services and Call Graphics Software combines raw
telecommunications data with geographic information service technology to
produce enhanced caller reporting for business analysis and marketing purposes.
The Company will market the new TeleSmart(TM) products and services toward the
Regional Bell Operating Companies, new Local Access Carriers, existing
InterExchange Carriers and the Teleservices Industry.

14. Continued Existence and Management's Plans (continued)

Management believes that revenues generated from operations will be sufficient
to support the Company's working capital needs for the foreseeable future,
assuming the Company is able to generate sufficient revenues and control
expenses during the fiscal year 1998.

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

None

<PAGE>

PART III

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

Paul F. Lidsky, 44, joined the Company as President and CEO in September 1997
with 14 years of telecommunication experience. Prior to this, he served as the
Executive Vice President, Strategy and Business Development for Norstan, Inc. In
this position, he was responsible for the development of corporate strategies,
market positioning and new business development. This included the
identification of acquisition targets and leadership of Norstan's acquisition
teams. His prior positions with Norstan included Executive Vice
President-Norstan Integration Services, Vice President of Sales and General
Manager of the Ohio Branch. Mr. Lidsky was a Product Manager with Electronic
Engineering Company when it was acquired by Norstan Inc. in 1985.

Gregory H. Mohn, 34, is Vice President of Business Development. Prior to
founding the Company in April 1990, he founded a start-up venture using the
predecessor to the technology used in the Company's first systems. Mr. Mohn is
also responsible for many of the Company's new products and features including
the development and introduction of OneLink's Geographic Information Systems
(GIS) products and the development of the TeleSmartTM Data Services.

Michael J. Ryan, 34, joined the company in November 1996 as Vice President of
Finance and Administration and Chief Financial Officer. 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.

Kirk Danzl, 38, is Vice President of Operations for OneLink. Mr. Danzl has over
13 years experience working in telecommunications. Prior to joining the company,
he was Director of Information Services for Frontier Communications, Inc. At
Frontier, Mr. Danzl was responsible for the project management of several
corporate-wide projects including network facilities consolidation and system
integration. Prior to Frontier, he was responsible for the development and
operations of the mission critical billing, network management and end user
systems for American Sharecom. American Sharecom was the nations' 10th largest
long distance company before its merger with Frontier.

David Batdorf, 46, was hired by the Company in November 1997 as Vice President
of Sales and Marketing. David has 24 years of experience in sales management and

<PAGE>

business development in a variety of technical, solution-oriented industries
including ten years in the telecommunication industry. Mr. Batdorf's prior
experiences include building and re-engineering the sales organization at
Network Communications Corporation and business development at Anderson
Consulting.

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 1998 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 1998 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 1998 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 Mobile Press Register, Inc. and
MarketLink, Inc.(a)
10.2 Master Agreement Between Pioneer Newspapers and MarketLink,
Inc. (a)
10.3 Master Agreement Between Yakima Newspapers, Inc. and
MarketLink, Inc. (a)
10.4 Master Agreement Between Pioneer Newspapers and MarketLink,
Inc. (a)
10.5 Agreement Between MarketLink, Inc. and Edina Realty, Inc. (a)
10.6 Agreement Between Pizza Hut of St. Louis, Inc. and MarketLink,
Inc. (a)
10.7 Agreement Between Pizza Hut of America, Inc. and MarketLink,
Inc. (a)
10.8 Agreement Between Pizza Hut of America, Inc. and MarketLink,
Inc. dated October 19, 1994 (a)
10.9 Form of Agreement Between Noble Roman's, Inc. and MarketLink,
Inc. covering Bloomington, South Bend and Evansville, IN
dated May 10, 1995 (b)
10.10 Master Agreement Between Pioneer Newspapers and MarketLink,
Inc. dated May 15, 1995 (b)
10.11 Agreement Between The Hearst Corporation and MarketLink, Inc.
dated July 20, 1995 (b)
10.12 Stock Option Agreement with Ronald E. Eibensteiner effective
September 4, 1996 (c)
* 10.13 Agreement Between US WEST Communications, Inc. and OneLink
Communications, Inc., dated November 11, 1997 [The Company has
requested confidential treatment for portions of this
agreement.]
<PAGE>

* 10.14 Employment Agreement between Paul Lidsky and OneLink
Communications, Inc.
* 10.15 Stock Options Agreements with Paul Lidsky dated September 2,
1997 and November 19, 1997
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).
(c) Incorporated by reference to the Company's Report on Form 10-KSB
filed for the fiscal year ended December 31,1996
(File No. 0-25764).

* Indicates a material contract, 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 on January 23, 1998. Such Form
reported the possible delisting from the Nasdaq SmallCap Market.

<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/ Paul F. Lidsky March 27, 1998
By: Paul F. Lidsky, Date
President, CEO, & Director

/s/ Michael J. Ryan March 27, 1998
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 Paul F.
Lidsky and Ron Eibensteiner, 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 Eibensteiner March 27, 1998
By: Ronald E. Eibensteiner, Chairman Date
of the Board &Director

/s/ Paul F. Lidsky March 27, 1998
By: Paul F. Lidsky, President, CEO, & Date
Director

/s/ John F. Stapleton March 27, 1998
By: John F. Stapleton, Director Date

/s/ Vin Weber March 27, 1998
By: Vin Weber, Director Date

/s/ Tomas M. Kieffer March 27, 1998
By: Tomas M. Kieffer, Director Date

SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT

This Agreement ("Agreement") is made this 11th day of November 1997 ("Effective
Date") by and between U S WEST Communications, Inc., a Colorado corporation ("U
S WEST"), and OneLink Communications, Inc., a Minnesota corporation ("OneLink").

RECITALS

U S WEST desires to have developed, and OneLink agrees to develop, certain Call
Management Reporting software. After development of the software, the parties
will participate in a technical trial and a market trial of the software. Upon
successful technical and market trials, U S WEST will contract with OneLink for
processing and delivery of U S WEST's call management reporting services -- U S
WEST Call ReportsSM; using the software for U S WEST subscribers and third party
subscribers under the terms and conditions herein.

This Agreement is structured in phases. The first phase covers software
development. The second phase covers the trial of the software (including the
technical trial and market trial). The third phase is service offer. Each phase
has certain criteria that must be met before proceeding to the next phase.

AGREEMENT

The parties agree as follows:

1. Definitions

Acceptance shall mean acceptance by U S WEST of the Software as set
forth in Section 3.1.2.

Call Data shall mean the data owned by telecommunications providers
emanating from connecting voice and/or data communications within their
networks.

Call Management Reporting Services or Services shall mean the
end-to-end processing of Call Data, from the time OneLink receives Call
Data, into salient usable informational reports (text, graphical or
map-based) that allow businesses to better understand who is calling
their location(s) and phone numbers, and at what frequency, time, and
where using the Service Bureau Software or End User Software. More
details on specific reports are provided in Exhibit A-Functional
Requirements.

Service Bureau Software shall mean the definitions, description,
process flows, computer codes, documentation, and all other
intellectual and physical properties associated with converting Call
Data into salient and usable information for end users and as more
fully described in Exhibit A-Functional Requirements.

Confidential. Disclose and distribute solely
to those individuals who have a need to know.

<PAGE>

Delivery shall mean delivery of the Software to U S WEST by OneLink as
set forth in Section 2.1.2 and to an escrow account as set forth in
2.1.3.

Development Schedule shall mean the schedule as set forth in Exhibit B.

Documentation shall mean the system documentation and user
documentation associated with the Software, including all modifications
thereto.

End User Software shall mean the definitions, descriptions, process
flows, computer codes, documentation and all other intellectual and
physical properties associated with accessing, viewing, displaying or
otherwise manipulating the output from Call Data passing through the
Service Bureau Software; including, but not limited to tabular,
textual, graphical and geographical representations and as more fully
described in Exhibit A Functional Requirements.

Errors shall have the meaning ascribed in Exhibit C Software Support.

Fees shall mean the payments made by U S WEST to OneLink as specified
in the Development Schedule.

Functional Requirements shall mean the Functional Requirements as
defined in Exhibit A Functional Requirements.

Market Trial shall have the meaning set forth in Exhibit A Functional
Requirements and as further described in Exhibit E Market Trial.

Operating Hardware shall mean the tangible computer machinery required
to support Call Management Report Services, except end user hardware.

Software shall mean the software system, including all Documentation,
modifications, and enhancements as further defined in Exhibit A
Functional Requirements and Exhibit B Development Schedule and Fees.
Software includes both Service Bureau Software and End User Software.

Technical Trial shall have the meaning set forth in Exhibit A
Functional Requirements and as further described in Exhibit D Technical
Trial.

Territory shall mean the [***]*

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*Confidential treatment has been requested for this information.

Confidential. Disclose and distribute solely
to those individuals who have a need to know.

<PAGE>

2.0 SOFTWARE DEVELOPMENT PHASE

2.1 Development. OneLink shall develop the Software in compliance with
the Functional Requirements and according to the Development Schedule.

2.1.1 Documentation. In conjunction with the development of the End User
Software, OneLink shall develop and deliver to U S WEST Documentation
necessary to allow U S WEST to install and operate the End User
Software and for users to use the End User Software.

2.1.2 Delivery. OneLink shall deliver to U S WEST one electronic copy of the
End User Software, in object code format, and all Documentation as
stated in 2.1.1.

2.1.3 Escrow. OneLink shall deliver to an escrow account, maintained by U S
WEST at U S WEST's expense, one copy of the Software, in source code
format, together with programmer notes, Documentation, and a list of
all third party materials and software used in the Software ("Escrow
Materials") once U S WEST has accepted such software. Thereafter,
OneLink shall deliver each new release or modification of the Software
being used by U S WEST or a third party to escrow within 30 days of
delivery of such new release or modification. OneLink shall execute the
Escrow Agreement and the certificate of deposit attached hereto in
Exhibit H.

In addition to any release condition in the Escrow Agreement, the
Escrow Materials shall be released to U S WEST upon:

(a) Termination by U S WEST under 2.1.4 (Installation), should U S WEST
so choose, 3.1.2 (Technical Trial), should U S WEST so choose,
3.2.3 (Market Trial), 6.3 (Breach), 6.4 (Insolvency). Upon release
of the Escrow Materials to U S WEST under this subsection (a), U S
WEST's joint ownership of the Software shall not be restricted
under section 5.3 and U S WEST may exploit the Software for any
lawful purpose without accounting.

(b) Termination by U S WEST under 6.1 (Term). Upon release of the
Escrow Materials to U S WEST under this subsection (b), U S WEST's
joint ownership of the Software shall be restricted as defined
under section 5.3, but with the additional right to modify the
Software.

2.1.4 Installation; Testing. The Software shall be tested by OneLink in
accordance with its own quality processes and the quality processes
listed in the Functional Requirements. OneLink shall install the
Software on its computer equipment and network. Following
installation, the Software shall be jointly tested by OneLink and U S
WEST for compliance with the Functional Requirements. If any Errors

Confidential. Disclose and distribute solely
to those individuals who have a need to know.

<PAGE>
are detected, OneLink shall promptly take all reasonable actions to
correct such Errors, and the Software shall be jointly tested again.
Error correction shall continue until all known priority 1 and 2
Errors are corrected and the Software is in conformance with the
Functional Requirements. In the event that the Software is not, or can
not, be brought into conformance with the Functional Requirements
within thirty (30) days from the date the non-conformance is found and
documented to OneLink, U S WEST may at its sole discretion terminate
this Agreement upon written notice to OneLink. At U S WEST's
discretion in the case of such termination, U S WEST can choose to: 1)
receive a full refund of all fees paid to OneLink, or 2) have OneLink
deliver to U S WEST an electronic copy of all source code and
Documentation completed as of the date of the termination.

2.1.5 Personnel; Confidentiality; Quality. OneLink agrees to perform its
obligations under this Agreement with promptness, care, skill and
diligence, in accordance with the applicable professional and industry
standards and shall be responsible for the quality, technical
accuracy, completeness, and coordination of all reports, information,
specifications, and other items furnished under this Agreement.
Without limiting the generality of the foregoing, OneLink shall
implement the quality control measures and shall meet or exceed the
quality measures and metrics listed in the Functional Requirements.
The Software shall be developed and supported by OneLink's personnel
or approved contractors who are (i) fully qualified to perform the
services hereunder; and (ii) who have executed confidentiality
agreements as provided in this Agreement.

2.2 Support. Upon successful testing of the Software under section 2.1.4,
OneLink shall provide Software support services as specified in
Exhibit C - Software Support.

2.3 Changes. Either party may request the other party for changes to the
Functional Requirements at any time. The requesting party shall submit
to the other party in writing a description of the changes requested.
The parties shall promptly determine how the changes requested will
impact the Development Schedule and/or Fees. If the parties elect to
proceed with the changes, the parties will negotiate in good faith and
agree to written amendments to this Agreement as appropriate. No such
change shall be effective, and neither party shall incur any
additional obligations, unless such change is made in writing as an
amendment to this Agreement.

2.4 Fees. For the Software development services performed by OneLink
hereunder, U S WEST shall pay to OneLink the Fees in accordance with
the Development Schedule. For any additional Software development or
other services outside the scope of this Agreement, the parties shall
agree to mutually acceptable terms and conditions at commercially
reasonable rates within the industry. U S WEST shall have no further
obligations for any other costs or expenses required for this
Agreement, including but not limited to Operating Hardware at
OneLink's site.

OneLink shall issue invoices for completed milestones in the format
required by U S WEST. Any taxes imposed hereunder shall be separately
stated on any invoice. U S WEST reserves the right to request and
receive from OneLink documentation regarding any taxes, expenses, or

Confidential. Disclose and distribute solely
to those individuals who have a need to know.

<PAGE>

other charges which OneLink claims U S WEST is obligated to pay.
Invoices shall be paid to OneLink within thirty (30) days following
receipt of a correct invoice. U S WEST is not required to pay invoiced
amounts in dispute until such dispute is resolved according to section
11.14. All non-disputed invoice items will be paid. Once the dispute
is resolved the remaining invoice items shall be paid within (30)
thirty days following such resolution

U S WEST may require OneLink to furnish evidence satisfactory to U S
WEST that all claims for labor, material, and other obligations
arising hereunder are correct prior to any payment by U S WEST.
OneLink agrees that its records which relate to compensation payable
to OneLink for services rendered hereunder shall be kept in accordance
with generally accepted accounting principles and shall be retained by
OneLink for a period of three (3) years from the date of termination
of this Agreement. The records shall be available for inspection by U
S WEST or its authorized representative during normal business hours
with prior notices. All payments hereunder by U S WEST shall be
subject to adjustment as determined by such audits.

[***]*

2.5 Pre-Existing or Third Party Software. To the extent that OneLink
incorporates into the Software or Documentation any preexisting works
of OneLink or any third party, OneLink shall provide to U S WEST a
detailed written description of such works. OneLink hereby grants to U
S WEST a royalty-free license to use, reproduce, distribute, modify and
otherwise exploit such works anywhere in the world which are
incorporated in the Software, if any. OneLink warrants and represents
to U S WEST that it has full authority to grant to U S WEST such
license to such works. Any modifications to such works made by OneLink
or U S WEST under this Agreement shall be governed by the ownership
provisions of this Agreement.

2.6 Progress Reporting. Upon reasonable request from U S WEST, during the
Software Development Phase OneLink shall confer with U S WEST regarding
the status of the project including, but not limited to, tasks
completed, problems encountered, and delays. During such conferences,
OneLink shall advise U S WEST in detail of any recommended changes with
respect to Software or other tasks performed hereunder. OneLink shall
promptly report to U S WEST upon discovery of any event or problem that
is likely to delay the delivery, installation, testing, or trial of the
Software. If requested, OneLink shall confirm such report in writing.
To the extent that U S WEST causes delays, the Development Schedule
shall be reasonably extended.

2.7 Training. OneLink shall provide training to not less than two (2)
selected U S WEST personnel of their choosing on the use of the End
User Software within 15 days of acceptance of such by U S WEST. The
training will be held at OneLink's facilities in Eden Prairie,
Minnesota at a time and duration acceptable to the parties.

- ----------------------
*Confidential treatment has been requested for this information.

Confidential. Disclose and distribute solely
to those individuals who have a need to know.

<PAGE>

2.8 Disclosure of Customer Data Specifications. In order to promote
compatibility with other software vendors and the development of
software that is compatible with U S WEST's Call Management Report
service, OneLink shall make publicly available the customer data
specification required to accept formatted call data inputs from U S
WEST and other owners of such call data.

2.9 Criteria for Proceeding to Technical Trial

- Delivery of End User Software (object code) to U S WEST
- Delivery of Software (source code) to escrow
- Successful testing of the Software under Section 2.1.4

3. TRIAL PHASE

3.1 Technical Trial
Upon completion of the criteria set forth in 2.9 above, OneLink and U S
WEST shall perform the Technical Trial of the Software and related
services.

3.1.1 Duration. The Technical Trial shall proceed for no longer than ninety
(90) days, unless U S WEST determines the need for a longer trial in
consultation with OneLink.

3.1.2 Success; Completion. Determination of the successful completion of the
Technical Trial shall be at the sole discretion of U S WEST as defined
in Exhibit D, Technical Trial. Upon successful completion of the
Technical Trial, the Software shall be deemed Accepted.

If the Technical Trial is not completed successfully, U S WEST may
terminate this Agreement upon written notice to OneLink. At U S WEST's
discretion in the case of such termination, U S WEST can choose to; 1)
receive a full refund of all fees paid to OneLink, or, 2) have OneLink
deliver to U S WEST an electronic copy of all source code and
Documentation completed as of the date of termination as noted in
2.1.3. All non-Software information, documentation and records of the
Technical Trial shall be the sole and exclusive property of U S WEST.

3.1.3 Criteria for Proceeding to Market Trial

- Acceptance of the Software under section 3.1.2.
- Successful completion of Technical Trial as determined by
U S WEST.

3.2 Market Trial
Upon successful completion of the criteria set forth in 3.1.3 above, U
S WEST shall conduct the Market Trial of the Software and related
Services with the support of OneLink.

Confidential. Disclose and disribute solely
to those individuals who have a need to know.

<PAGE>

3.2.1 Duration. The Market Trial shall proceed for no longer than
ninety (90) days, unless U S WEST determines the need for a
longer trial.

3.2.2 Processing Fees. During the Market Trial, OneLink will pass to U S WEST
their costs to process trial participants data into reports at the
rates noted in the Service Fees schedule of Exhibit F.

3.2.3 Success; Completion. Determination of the successful completion
of the Market Trial shall be at the sole discretion of U S WEST, as
defined in Exhibit E, Market Trial.

If the Market Trial is not completed successfully, or for any or no
reason, U S WEST may terminate this Agreement for its convenience upon
written notice to OneLink. Upon such termination under this paragraph,
U S WEST shall not receive a refund of any fees paid to OneLink to that
point, and OneLink will receive the full software development costs of
[***]* , if these monies have not yet been paid to OneLink. OneLink
shall deliver to U S WEST an electronic copy of all Software source
code and Documentation completed as of the date of termination. U S
WEST shall not provide services using the Software for a period of two
years after such termination. After such period, U S WEST may fully use
or exploit the Software without restriction for any lawful purpose.

3.2.4 Criteria for Proceeding to Service Offer Phase

- Successful completion of Market Trial as determined by U S WEST.

3.3 Progress Reporting. Upon reasonable request from U S WEST, during the
Trial Phase OneLink shall confer with U S WEST regarding the status of
the trial including, but not limited to, tasks completed, problems
encountered, delays, and/or any requested adjustments to the Fees or
the trial schedules. During such conferences, OneLink shall advise U S
WEST in detail of any recommended changes with respect to the Software,
trial, or other tasks performed hereunder. OneLink shall promptly
report to U S WEST upon discovery of any event or problem that is
likely to delay the delivery, testing, or trial of the Software, or
affect the Fees under this Agreement. If requested, OneLink shall
confirm such report in writing. To the extent that U S WEST causes
delays, the Development Schedule shall be reasonably extended.

3.4 Sharing of Information. Subject to legal and regulatory
restrictions, if any, U S WEST agrees to provide to OneLink the
following information:

- Call Data for input to the Software at a frequency and level
of completeness and accuracy to be mutually agreed upon by the
parties

- Subscriber information at a frequency, format, level of
completeness and accuracy to be mutually agreed upon by the
parties.

- Call Management Reporting Service information including,
pricing, marketing and advertising, market research and
analysis, product testing plans, timing and roll-out plans,
promotional efforts.

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*Confidential treatment has been requested for this information.

Confidential. Disclose and distribute solely
to those individuals who have a need to know.

<PAGE>

3.5 Technical Support and Cooperation. The parties shall provide sufficient
technical support, cooperation, and information exchange to each other.
The Parties shall each provide sufficient technical personnel to lead,
conduct, and document the Technical Phase as agreed to by the parties.
Without limiting the generality of the foregoing, the parties shall be
responsible for specific tasks as defined in the Technical Trial and
Market Trial Exhibits, or as mutually agreed to between the parties.

3.6 Expenses. Except as otherwise agreed in writing, each Party shall be
solely responsible for and shall bear all its own respective expenses,
including, without limitation, expenses of development, design,
modeling, optimization, documentation, accountants, advisors, legal
expenses, or research, incurred at any time in connection with pursuing
or consummating the Trial Phase.

4.0 SERVICE OFFER PHASE

Agreement for Commercial Offerings. Upon successful completion of the
Trial Phase U S WEST and OneLink, separately and/or jointly shall offer
services to subscribers and to third parties under the terms and
conditions of this Section 4 and Exhibit C, Software Support.

4.1 For the Term of this Agreement, OneLink shall provide U S WEST Call
Management Reporting Services, and the Support Services as detailed in
Exhibit C, [***]* Nothing herein shall limit or restrict U S WEST's
right to use or sell Call Data for any and all purposes other than U S
WEST's Call Management Reporting, as defined herein.

4.2 U S WEST, [***]* shall have the sole responsibility for U S WEST Call
ReportsSM, including but not limited to positioning, pricing,
promoting, packaging, advertising, marketing and selling. [***]*
OneLink is free to do such under their name and logos.

4.3 OneLink shall commit sufficient personnel, hardware, and capital
resources to support the Call Management Reporting Services
contemplated hereunder. OneLink shall periodically review, modify,
enhance, and upgrade the Software and the offering of Services to be
competitive in the market. Without limiting the generality of the
foregoing, failure to provide specific levels of response and support
shall result in adjustments to Service Fees paid by U S WEST to OneLink
as further described in the Software Support.

4.4 During the term of this Agreement, OneLink shall exclusively use the
Service Bureau and End User Software developed hereunder for providing
Call Management Reporting Services to third parties.

4.5 Fees and Royalties

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*Confidential treatment has been requested for this information.

Confidential. Disclose and distribute solely
to those individuals who have a need to know.

<PAGE>

4.5.1 U S WEST shall pay to OneLink the fees according to Exhibit
F-Service Fees for supporting the provision of Call Management
Reporting Services to U S WEST subscribers.

4.5.2 OneLink shall pay to U S WEST the royalty payments according
to Exhibit G Royalty Payments for providing Call Management
Reporting Services to third parties.

4.6 Joint Promotion. [***]* Neither party shall use the trade names,
marks and/or any other branding identification of the other without
prior written approval of the other.

5.0 Ownership of Intellectual Property

5.1 In the course of or as a result of performance under this Agreement,
inventions, discoveries, adaptations, ideas, specifications, Functional
Requirements, business and technical information, computer or other
apparatus programs, Software, copyrightable material, documentation,
trade secrets, trademarks, and other ideas, knowledge or data, but
excluding Call Data or other customer or subscriber specific
information, whether written or not ("Intellectual Property"), may be
originated, discovered, or developed by the Parties.

5.2 Unless specified otherwise in this Agreement, all such Intellectual
Property shall belong jointly to both Parties.

5.3 Unless otherwise provided in this Agreement, U S WEST shall only use,
sell, sublicense, distribute, display, disclose, and make copies of the
End User Software for internal business purposes and to provide
products and services to its customers; and U S WEST shall only use,
distribute, display, disclose and make copies of the Service Bureau
Software for internal business purposes and to provide products and
services to its customers, ("U S WEST Uses"). Such U S WEST uses shall
be perpetual and transferable.

5.4 Either Party may file for patent protection on such Intellectual
Property. Unless agreed otherwise, the costs associated with any patent
application, prosecution, or maintenance shall be borne by the Party
filing for patent protection. Each Party shall give the other Party
reasonable assistance, in obtaining patent protection or other
interests in Intellectual Property, and shall execute assignments and
other instruments and documents as the other Party may consider
necessary or appropriate to carry out the intention of this Section.
All such patent applications and patents are Intellectual Property and
shall be jointly owned.

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*Confidential treatment has been requested for this information.

Confidential. Disclose and distribute solely
to those individuals who have a need to know.

<PAGE>

5.5 First Right of Refusal. Upon the offer for sale or assignment of a
party's ownership interest in the Software, including the right to
future Service Fees or Royalties, to a third party, the selling party
shall first offer to the other party the same terms and conditions
agreed to by such third party. The selling party must provide 30 days
written notice of the intent to sell their interest in ownership of the
software. The other party shall have 30 days to respond to this offer.

5.6 OneLink's Option. Upon the merger of OneLink with another bona fide
company or the acquisition of OneLink by a bona fide purchaser and the
filing of appropriate SEC or similar documents evidencing such
transaction, OneLink shall have the option of purchasing the Royalty
revenue stream from U S WEST as detailed in Exhibit G. Such purchase
price shall be valued based on a simple net present value calculation
of the sum of the next five (5) years expected royalty revenues (as
determined by mutual consent of the parties); discounted back to
current dollars via a mutually acceptable, published cost of funds
discount rate. The parties shall have 30 days to reach an agreement in
such a case. Should the parties not be able to achieve agreement, then
the dispute resolution clause of this Agreement will be employed to
satisfy the disagreement.

6.0 Term and Termination

6.1 This Agreement shall commence on the Effective Date, and shall expire
[***]* the date of Service Offer Phase ("Term"). Thereafter, the Term
may be extended by a mutual consent written amendment to this Agreement
for [***]*

6.2 Notice of Termination. Unless specified otherwise in this Agreement, a
party terminating this Agreement must give the other party at least
[***]* written notice of termination specifying the extent to which the
Agreement is terminated and the date upon which such termination
becomes effective.

6.3 Termination for Material Breach. Either party has the right to
terminate this Agreement if the other party breaches or is in default
of any material obligation hereunder, which default is incapable of
cure or which, being capable of cure, has not been cured within thirty
(30) days after receipt of written notice of such default from the
non-defaulting party or within such additional cure period as the
non-defaulting party may authorize in writing.

6.4 Termination for Insolvency. Either party may terminate this Agreement
by written notice to the other party, and may regard the other party as
in default, if the other party becomes insolvent, makes a general
assignment for the benefit of creditors, suffers or permits the
appointment of a receiver for its business or assets, becomes subject
to any proceedings under any bankruptcy or insolvency law (which has
not been terminated within thirty (30) days of any filing) whether
domestic or foreign, or has wound up or liquidated, voluntarily or
otherwise. In the case of insolvency of a party, all right, title, and
interest in and to the Software existing as of the date of termination
shall vest with the other party.

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*Confidential treatment has been requested for this information.

Confidential. Disclose and distribute solely
to those individuals who have a need to know.

<PAGE>

6.5 Termination under any section of this Agreement, except for U S WEST
convenience, shall not terminate OneLink's obligations under Exhibit G
Royalty Payments.

7.0 Warranty; Intellectual Property Indemnification

7.1 Title; Ownership. OneLink warrants and represents that: (1) OneLink has
title to and is the lawful owner of all Software, documentation,
materials, deliverable, and supplies provided hereunder ("Materials");
(2) to the best of its knowledge, all Materials are free of any
security interests, claims, liens or any other encumbrances whatsoever;
(3) OneLink has sufficient right and title to license and convey the
Materials as specified herein; and (4) OneLink warrants to U S WEST
that the disc containing the End User Software will be operational when
delivered to U S WEST and that the End User Software shall operate
substantially in accordance with the Functional Requirement. OneLink
does not warrant that the End User Software shall be error free.
OneLink's sole obligation in the event of a breach of this warranty
shall be, at its option, to repair or replace the defective disc
containing the End User Software in accordance with Exhibit C. OneLink
will warrant and defend the title against all claims and demands of all
persons. OneLink shall, at no expense to U S WEST, correct any failure
to fulfill the above warranty which may appear within a reasonable time
of performance of services.

7.2 Except as expressly set forth above, OneLink makes no representations
or warranties regarding the Software and expressly disclaims any and
all warranties, express or implied by law, relating thereto, including,
without limitation, any warranty of merchantability, fitness for a
particular purpose, and warranties arising from course of dealing or
usage of trade.

7.3 Intellectual Property Indemnification

7.3.1 OneLink shall indemnify and hold harmless and defend U S WEST, its
owners, parents, affiliates, subsidiaries, agents, directors and
employees from and against all Liabilities that may result by reason of
any infringement or claim of infringement of any patent, trademark,
copyright, trade secret or other proprietary right relating to the
"Materials".

7.3.2 If a preliminary or final judgment shall be obtained against U S
WEST's use of any Materials or any part thereof by reason of alleged
infringement or if in OneLink's opinion, such Software or other
services or deliverables are likely to become subject to a claim for
infringement, OneLink shall, at its expense and option and without any
effect or waiver of any right U S WEST may possess at either law or
equity, either: (1) procure for U S WEST the right to continue using
such Materials, or (2) replace or modify the Materials so that they
become non-infringing, but only if the modification or replacement
does not adversely affect U S WEST's rights or ability to use same as
specified in this Agreement. If neither of those options is reasonably

Confidential. Disclose and distribute solely
to those individuals who have a need to know.

<PAGE>

possible, OneLink shall refund to U S WEST an appropriate amount of
the compensation and expenses paid hereunder, based on considering the
amount of time U S WEST was able to receive the benefit of Materials
and the amount of time U S WEST expected to be able to receive the
benefit of said Materials. OneLink shall also pay all expenses of
removing the Materials and any reasonable expenses incurred by U S
WEST to install alternatives to the Materials.

8.0 Confidentiality

8.1 Confidential Information Defined. Each party hereto (the "Disclosing
Party") may disclose to the other party ("Receiving Party"), whether
before or after the Effective Date, certain proprietary information on
a confidential basis to further the performance of this Agreement
("Confidential Information"). Confidential Information is all
information of the Disclosing Party, or a third party, in any medium,
which is clearly marked confidential or proprietary. Notwithstanding
such marking, all Call Data shall be considered Confidential
Information. Confidential Information includes but is not limited to
the terms of this Agreement, technical and business information or data
(including Call Data) relating to Disclosing Party's, third parties',
customers', or subscribers' products, research and development,
production, costs, engineering processes, profit or margin information,
finances, marketing, future business plans, analyses, forecasts,
predictions, projections, intellectual property, trade secrets, and
know-how. Confidential Information may take the form of documentation,
drawings, specifications, Functional Requirements, Software, technical
or engineering data, source code, information contained on Disclosing
Party's network, and other forms. Subject to the rights and licenses
granted herein, all Confidential Information shall remain the sole
property of Disclosing Party and the Receiving Party shall have no
rights to the Confidential Information.

8.2 Confidentiality Obligations; Restrictions on Use. The Receiving Party
agrees that it shall hold the Confidential Information in confidence,
exercising a degree of care not less than the degree of care used by
the Receiving Party to protect its own proprietary or confidential
information that it does not wish to disclose but no less than a
reasonable degree of care. The Receiving Party further agrees that it
shall not make any disclosure of the Confidential Information to any
third parties without the express written consent of Disclosing Party,
and to advise employees, consultants or agents of their obligations to
keep such information confidential. The obligations contained in this
section shall remain in effect for two (2) years following termination
of this Agreement.

8.3 Exceptions. The foregoing obligations shall not apply to information
that (a) has been published or is otherwise readily available to the
public through no fault of the Receiving Party; (b) was known by the
Receiving Party prior to the time of disclosure; (c) was obtained from
a third party without a breach of any confidentiality limitations; (d)
was independently developed without use or recourse of or to any
Confidential Information; or (e) disclosures required by applicable
law.

Confidential. Disclose and distribute solely
to those individuals who have a need to know.

<PAGE>

9. Indemnity; Limitation of Liability

9.1 Indemnity: To the extent of the negligence, gross negligence or
willfulness of OneLink or any party under the direction or control of
OneLink, or to the extent any services and/or deliverables, including
Software, are unreasonably dangerous, or to the extent of OneLink's
breach of any of the terms and conditions of this Agreement, OneLink
shall indemnify and hold harmless U S WEST, its owners, parents,
affiliates, subsidiaries, agents, directors and employees from and
against all judgments, orders, awards, claims, damages, losses,
liabilities, costs and expenses, including, but not limited to, court
costs and reasonable attorneys' fees ("Liabilities") arising from the
performance of the services hereunder or the acts or omissions of
OneLink, its agents and employees and others under its direction or
control. Such Liabilities shall include, but not be limited to, those
which are attributable to personal injury, sickness, disease or death;
and/or result from injury to or destruction of real or personal
property including loss of use thereof, theft, misuse or
misappropriation.

9.2 To the extent of the negligence, gross negligence or willfulness of U S
WEST or any party under the direction or control of U S WEST, or to the
extent of U S WEST's breach of any of the terms and conditions of this
Agreement, U S WEST shall indemnify and hold harmless OneLink, its
parent, affiliates, subsidiaries, agents, directors and employees from
and against all Liabilities arising from the acts or omissions of U S
WEST, its agents and employees and others under its direction or
control. Such Liabilities shall include, but not be limited to, those
which are attributable to personal injury, sickness, disease or death;
and/or result from injury to or destruction of real or personal
property including loss of use thereof, theft, misuse or
misappropriation.

9.3 OneLink shall indemnify and hold harmless U S WEST, its owners,
parents, affiliates, subsidiaries, agents, directors and employees from
and against all Liabilities arising out of or resulting from assertions
under workers' compensation or similar employee benefit acts made by
OneLink or any of OneLink's employees, agents, subcontractors, or
subcontractors' employees or agents.

9.4 LIMITATION OF LIABILITY. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR
ANY INCIDENTAL, CONSEQUENTIAL, LOST PROFITS, SPECIAL, OR PUNITIVE
DAMAGES OF ANY KIND OR NATURE INCLUDING, WITHOUT LIMITATION, THE BREACH
OF THIS AGREEMENT OR ANY TERMINATION OF THIS AGREEMENT, WHETHER SUCH
LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING
NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, EVEN IF EITHER PARTY HAS
WARNED OR BEEN WARNED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE.

Confidential. Disclose and distribute solely
to those individuals who have a need to know.

<PAGE>

EXCEPT FOR ONELINK'S OBLIGATIONS UNDER SECTION 7.3, AND U S WEST'S IN
SERVICE OFFERING, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY
LIABILITY IN EXCESS OF THE SOFTWARE DEVELOPMENT FEES RECEIVED AND DUE
TO ONELINK.

9.5 If a party intends to seek indemnity with respect to such claim under
this Section 9, that party shall notify the other party of any such
third party claim made against it within ten (10) days of knowledge of
same. The indemnifying party shall have the right to undertake, conduct
and control, through counsel of its own choosing, the defense and
settlement of any such claim. The other party shall have the right to
be represented by counsel of its own choosing, but at its own expense.
So long as is the indemnifying party is contesting any such claim in
good faith, the other party shall not pay or settle such claim.

10. Insurance

10.1 Insurance. OneLink shall carry and maintain general liability insurance
which shall cover its activities and responsibilities in connection
with this Agreement, including but not limited to coverage for bodily
injury and property damage with limits of no less than $2,000,000 per
occurrence and with a carrier acceptable to U S WEST. In addition,
OneLink shall maintain insurance coverage required by law including
Worker's Compensation Insurance, Independent Contractors Insurance,
Employers' Liability Insurance, Commercial General Liability Insurance
and Comprehensive Automobile Liability Insurance in amounts sufficient
to adequately provide for OneLink's needs and the needs of its
employees and to cover OneLink's contractual obligations hereunder. U S
WEST shall be named as an additional insured. Such insurance shall be
primary, and not contributing with any other insurance maintained by
OneLink, and may not be cancelable without first providing U S WEST
with 10 days written advance notice of cancellation.

OneLink shall forward to U S WEST certificates of such insurance upon
execution of this Agreement and upon any renewal of such insurance
during the term of this Agreement. The certificate(s) shall provide
that (1) the U S WEST (and its participating subsidiaries) be named as
an additional insured(s) as their interest may appear with respects
this Agreement; (2) thirty (30) days prior written notice of
cancellation of, material change or exclusions in the policy to which
certificate(s) relate shall be given to the U S WEST; (3) coverage is
primary and not excess of, or contributory with, any other valid and
collectible insurance purchased or maintained by the U S WEST. OneLink
shall not commence any work hereunder until the obligations of the
OneLink with respect to insurance have been fulfilled. The fulfillment
of such obligations, however, shall not otherwise relieve the Onelink
of any liability assumed hereunder or in any way modify the OneLink's
obligations to indemnify the U S WEST.

OneLink shall require its subcontractors who may enter upon U S WEST's
premises to maintain insurance as described above.

Confidential. Disclose and distribute solely
to those individuals who have a need to know.

<PAGE>

11. GENERAL

11.1 INDEPENDENT CONTRACTOR: OneLink hereby declares and agrees that it is
engaged in an independent business and will perform its obligations
under this Agreement as an independent contractor and not as the agent
or employee of U S WEST; that OneLink does not have the authority to
act for U S WEST or to bind U S WEST in any respect whatsoever, or to
incur any debts or liabilities in the name of or on behalf of U S WEST;
that the persons performing hereunder are not agents or employees of U
S WEST; that OneLink has and hereby retains the right to exercise full
control of and supervision over the performance of OneLink's
obligations hereunder and full control over the employment, direction,
compensation and discharge of all employees assisting in the
performance of such obligations; that OneLink will be solely
responsible for all matters relating to payment of such employees,
including compliance with workers' compensation, unemployment,
disability insurance, social security withholding, and all other
federal, state and local laws, rules and regulations governing such
matters; and that OneLink will be responsible for OneLink's own acts
and those of OneLink's agents, employees and subcontractors during the
performance of OneLink's obligations under this Agreement. OneLink and
its employees are not entitled to unemployment insurance benefits as a
result of performing under this Agreement. OneLink is responsible for
and shall pay all assessable federal and state income tax on amounts
paid under this Agreement. U S WEST shall exercise no supervision over
OneLink's employees but shall be available to OneLink for consultation
or advice and shall have reasonable access to the OneLink's premises
during working hours to observe the work in progress.

11.2 Non Solicitation of Employees. During the Term of this , and for a
period of six (6) months thereafter, without the prior written
permission of OneLink, U S WEST or its agent shall not directly solicit
full-time employees of OneLink whose primary responsibilities are the
performance of Software development and provisioning of Services under
this Agreement. Direct solicitation shall not include responding to
inquiries initiated by such employees or advertisement of employment
opportunities in newspapers and trade publications.

11.3 HOURS REPORT: OneLink will maintain all information required by U S
WEST for IRS reporting purposes. Pursuant to this requirement, OneLink
shall track the total number of hours spent by each of its employee(s)
performing work for U S WEST under this Agreement or performing work
for any U S WEST entity. At U S WEST's request, OneLink shall provide
such information on or prior to March 15th of the calendar year
following the calendar year in which the aforementioned services were
performed.

11.4 ADVERTISING; PUBLICITY: No references to U S WEST or any party
affiliated with U S WEST or references to U S WEST's names, marks,
codes, drawings, Functional Requirements, or specifications will be
used in any of OneLink's advertising, promotional efforts or any
publicity of any kind in reference to this Agreement without U S WEST's
review and prior written permission.

Confidential. Disclose and distribute solely
to those individuals who have a need to know.

<PAGE>

11.5 SETOFF: All claims for money due or to become due from parties shall be
subject to deduction or setoff by such parties by reason of any
counterclaim arising out of this or any other transaction with OneLink.

11.6 TIME IS OF ESSENCE: With respect to OneLink's performance under this
Agreement, time is of the essence in this Agreement and a material
term hereof.

11.7 ASSIGNMENT: No rights or interests in this Agreement shall be assigned
by OneLink without the written permission of U S WEST; and any
attempted assignment by OneLink shall be void. No delegation of
OneLink's obligations shall be made without written permission of U S
WEST, including the hiring of subcontractors or non-employees to
perform any part of hereunder.

11.8 FORCE MAJEURE: Either party shall have the right to delay delivery,
performance or acceptance where such delay is caused by natural or
civil occurrences beyond its control. The affected party shall notify
the other party of the delay as soon as reasonably possible, and shall
cooperate in minimizing the impact of such delay. If the force majeure
event shall cause failure for 10 business days or more, the other party
may terminate this Agreement in whole or in part upon written notice,
and/or U S WEST shall have access to the Software source code until
such force majeure event has lapsed for the sole purpose of continuing
business as usual.

11.9 WAIVER: The waiver of any term hereof shall be binding only when
committed to writing. No waiver, whether express or implied, shall be
construed as a waiver of the same or any other term, condition or right
on any other occasion.

11.10 COMPLIANCE WITH LAWS: Unless exempt under the rules and regulations of
the Secretary of Labor or other proper authority, this Agreement is
subject to applicable laws and orders relating to equal opportunity and
nondiscrimination in Employment.

11.11 OneLink shall obtain and maintain at its own expense all permits and
licenses required by law with respect to any portion of its obligations
under this Agreement, and shall give all notices, pay all fees and
comply with all laws, ordinances, rules and regulations relating to its
performance obligations specified herein.

11.12 Both parties shall adhere to the U.S. Export Administration Laws and
Regulations and shall not export or re-export any Confidential
Information, technical data, products or software received from the
other party, or any direct product of such Confidential Information,
technical data, products or software, to any person or U S WEST who is
a legal resident of or is controlled by a legal resident of any
proscribed country listed in Section 779.4(f) of the U.S. Export
Administration Regulations (as the same may be amended from time to
time), unless properly authorized by the U.S. Government. This
requirement shall survive the expiration, termination or cancellation
of this Agreement.

Confidential. Disclose and distribute solely
to those individuals who have a need to know.

<PAGE>

11.13 TAXES: OneLink shall be solely responsible for the payment of all
payroll and other taxes applicable to it. U S WEST will pay only
applicable sales or use taxes on personal property furnished in
accordance with this Agreement. All such taxes shall be separately
stated on OneLink's invoice.

11.14 DISPUTE RESOLUTION: If any claim, controversy or dispute of any kind or
nature whatsoever arises between the parties, their agents, employees,
officers, directors or affiliated agents ("Dispute") and such Dispute
cannot be settled through negotiation, then any Dispute shall be
resolved by arbitration as provided in this Article. Federal law shall
govern the arbitrability of all claims. Notwithstanding the foregoing,
the parties may cancel or terminate this Agreement in accordance with
its terms and conditions without being required to follow the
procedures set forth in this Article.

A single arbitrator engaged in the practice of law, who is
knowledgeable about the subject matter of this Agreement and the matter
in Dispute, shall conduct the arbitration under the then current rules
of the AAA, unless otherwise provided herein. The arbitrator shall be
selected in accordance with AAA procedures from a list of qualified
people maintained by the AAA. The arbitration shall be conducted in a
mutually agreeable location in Minnesota, and all expedited procedures
prescribed by the AAA rules shall apply. The laws of Minnesota shall
govern the construction and interpretation of this Agreement.

Either party may request from the arbitrator injunctive relief to
maintain the status quo until such time as the arbitration award is
rendered or the Dispute is otherwise resolved. The arbitrator shall not
have authority to award punitive damages.

Each party shall bear its own costs and attorneys' fees, and the
parties shall share equally the fees and expenses of the arbitrator.
The arbitrator's decision and award shall be final and binding, and
judgment upon the award rendered by the arbitrator may be entered in
any court having jurisdiction thereof.

11.15 SEVERABILITY: In the event that a court or a governmental or regulatory
agency with proper jurisdiction determines that this Agreement or a
provision of this Agreement is unlawful, this Agreement, or that
provision of this Agreement to the extent it is unlawful, shall
terminate. Further, if U S WEST determines that this Agreement or a
provision of this Agreement is inconsistent with the 1996
Telecommunications Act, that provision shall terminate upon written
notice to OneLink to that effect. If a provision of this Agreement is
terminated but the parties can continue legally, commercially and
practicably without the terminated provision, the remainder of this
Agreement shall continue in effect. The term "U S WEST" as used herein
may be applicable to one or more parties and the singular shall include
the plural. If more than one party is referred to as "U S WEST" herein,
then their obligations and liabilities shall be several, not joint.
Notwithstanding the foregoing, any and all applicable discounts and/or
credits shall be based upon the combined forecasts and/or purchases
made by all Companies under this Agreement.

Confidential. Disclose and distribute solely
to those individuals who have a need to know.

<PAGE>

11.16 NONEXCLUSIVE AGREEMENT: Other than as explicitly stated herein, it is
understood and agreed that this Agreement does not grant to OneLink any
exclusive privileges or rights and U S WEST may contract with other
suppliers for the procurement of comparable services. U S WEST makes no
guarantee or commitment for any minimum or maximum amount of services
to be purchased hereunder.

11.17 AMENDMENTS: No modifications or amendments shall be made to this
Agreement unless in writing and signed by the parties.

11.18 SURVIVAL: The provisions of this Agreement that, by their sense and
context, are intended to survive performance by either or both parties
shall also survive the completion, expiration, termination or
cancellation of this Agreement.

11.19 NOTICES: Where written notices, demands, or other communications are
required under this Agreement to be made in writing, they shall be
deemed duly given when made in writing and delivered in hand, or upon
receipt when properly addressed return-receipt-requested and delivered
by United States Postal Service or other delivery service to the
parties as shown below. Addresses may be changed by written notice to
the parties.

To U S WEST To OneLink
[***]* Mike Ryan
1801 California Street, Suite 3330 10340 Viking Drive, Suite 150
Denver, CO 80201 Eden Prairie, MN 55344
[***]* (612) 996-9103
[***]* [email protected]

11.20 ENTIRE AGREEMENT: This Agreement, together with all referenced
exhibits, shall constitute the entire Agreement between the parties
with respect to the subject matter of this Agreement. This Agreement
supersedes all prior oral and written communications, agreements and
understandings of the parties with respect to the subject of this
Agreement.

Exhibit A Functional Requirements
Exhibit B Development Schedule and Fees
Exhibit C Software Support
Exhibit D Technical Trial
Exhibit E Market Trial
Exhibit F Services Fees
Exhibit G Royalty Payments
Exhibit H Escrow Agreement

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*Confidential treatment has been requested for this information.

Confidential. Disclose and distribute solely
to those individuals who have a need to know.

<PAGE>

The parties intending to be legally bound have caused this Agreement to be
executed by their duly authorized representatives.

US WEST Communications Inc. OneLink Communications, Inc.

/s/ Nick Ciancio /s/ Paul Lidsky
(Authorized Signature)

Nick Ciancio Paul Lidsky
(Print or Type Name of Signatory)

Vice President - Business Development President & CEO
(Title)

November 11, 1997 November 12, 1997
(Date)

Confidential. Disclose and distribute solely
to those individuals who have a need to know.

<PAGE>

Exhibit A

Advanced Intelligent Network
Functional Requirements for External Vendor
Call Management Reports

August 21, 1997

T-10_02-007001-01.03

Prepared by:

U S WEST Advanced Technologies
Human Factors Group

Abstract

This document provides the external vendor functional requirements for Call
Management Reports Service (CMR). Call Management Reports is an Advanced
Intelligent Network (AIN) service which provides customers with traffic and
usage data regarding inbound telephone calls. An external vendor will been
chosen to sort and collapse the raw traffic data collected by the AIN portion of
the service, generate output reports and deliver them to U S WEST's customers.

Confidential. Disclose and distribute solely
to those individuals who have a need to know.

<PAGE>

Version Notice

All revisions made to this document are listed here in chronological order.

00.01 June 5, 1997 Draft
01.00 July 3, 1997 First Release
01.01 July 9, 1997 Vendor's Requested Revisions
01.02 August 4, 1997 Vendor's Requested Revisions
01.03 August 21, 1997 U S WEST Requested Revisions

Who to Contact for More Information

Please direct your questions or comments regarding the contents of this document
to:

[***]*

U S WEST Advanced Technologies
4001 Discovery Drive, Suite 340
Boulder, CO 80303

[***]*

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*Confidential treatment has been requested for this information.

Confidential. Disclose and distribute solely
to those individuals who have a need to know.

<PAGE>

1.0 Introduction

This document provides the external vendor functional requirements for
Call Management Reports Service (CMR). The party, or parties,
implementing the Call Management Reports Service shall comply with all
requirements stated in this document.

Call Management Reports is an Advanced Intelligent Network (AIN)
service which provides customers with traffic and usage data regarding
inbound telephone calls. An external vendor has been chosen to sort and
collapse the raw traffic data collected by the AIN portion of the
service, generate output reports and deliver them to U S WEST's
customers.

The product will be developed in 2 major phases. Phase 1 is aimed at
getting a viable product to technical trial by September 22, 1997.
Phase 2 is aimed at developing a fully functional product for market
trial and deployment. Phase 2 dates will depend upon the outcome of the
technical trial but there is a strong drive to move toward market trial
within 45 days of the successful start of technical trial.

1.1 Document Responsibilities

Owner: [***]*

Author: [***]*

Required Internal Reviewers: [***]*

Required External Reviewers: [***]*

1.2 Related Documents

The documents listed below provided information used in preparing this document.

[***]*

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*Confidential treatment has been requested for this information.

Confidential. Disclose and distribute solely
to those individuals who have a need to know.

<PAGE>

1.3 Scope

This document provides the external vendor functional requirements for
Call Management Reports Service (CMR). This document includes technical
details regarding how U S WEST and the external vendor transfer data,
and how data is managed, how data is prepared and distributed to
customers.

This document does not specify any of the AIN Functional Requirements
for how data is collected within the U S WEST network. This document
does not specify the fiscal relationship which U S WEST has with the
vendor.

1.4 Definitions

The following terms are defined for use elsewhere in this document:

- Technical Trial: A trial in which service is provided to actual U
S WEST customers/friendly users without cost. The goal of a
technical trial is to demonstrate the technical feasibility of the
product and collect relevant data.

- Market Trial: A trial in which service is provided (with a
charge) to actual U S WEST customers. The goal of a market trial
is to gather marketing information and to develop deployment
strategy.

- [***]*

1.5 Service Synopsis

The Call Management Reports Service (CMR) provides customers with
traffic and usage data regarding inbound telephone calls. This is
accomplished by [***]*.

This data is transferred to the outside vendor who [***]*.

2.0 Vendor Requirements

Requirements that must be adhered to are indicated by the word "shall"
and parenthesized capital "R" in bold font, i.e. (R). Operational
functionality that is highly desirable but not necessarily required is
termed an "objective" and is denoted by a capital "O" in bold font.
i.e. (O). All requirements and objectives are numbers in sequence.

2.1 Service Orders/Provisioning

[***]*.

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*Confidential treatment has been requested for this information.

Confidential. Disclose and distribute solely
to those individuals who have a need to know.

<PAGE>

(R) T-10_02-007001-10, U S WEST sales representatives will send
information about new customers directly to the vendor using
[***]*.

(R) T-10_02-007001-11 Until [***]* capability is developed,, [***]*.

(R) T-10_02-007001-12 The vendor must maintain a record of [***]* for a
minimum of [***]*.

(R) T-10_02-007001-13 The vendor shall maintain a current and accurate
database of all customers.

(R) T-10_02-007001-14 In Market Trial and Deployment, the vendor
shall be capable of [***]*. By capable, we mean that the
[***]*. Growth must occur when load reaches [***]* this allows
for a constant buffer of [***]*.

(R) T-10_02-007001-15 The customer database will contain (but is
not limited to) the following information: [***]*. As [***]*
options become available, customer data may also include:
[***]*.,

2.2 Data

2.2.1 Access

(R) T-10_02-007001-100 The vendor shall provide a [***]* with the
ability [***]*

(R) T-10_02-007001-110 The vendor shall provide the ability to [***]*

(R) T-10_02-007001-120 The [***]* shall have the ability to
[***]*. By ability, we mean that the [***]*. Growth must occur
when [***]* this allows for a constant buffer of [***]*
capacity.

(R) T-10_02-007001-130 The [***]*. No access shall be granted to
any other entity than U S WEST or the vendor.

(R) T-10_02-007001-132 The internal vendor operations shall not be
accessible by anyone other than the vendor and vendor approved
agents.

(R) T-10_02-007001-140 [***]*

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*Confidential treatment has been requested for this information.

Confidential. Disclose and distribute solely
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<PAGE>

(R) T-10_02-007001-150 Scheduled server downtimes (e.g.
Maintenance) must be negotiated between U S WEST and the
vendor.

(R) T-10_02-007001-160 The vendor will insure a [***]*.

2.2.2 Data Management

(R) T-10_02-007001-200 The vendor shall maintain a database of
[***]* on an ongoing basis plus [***]*a specified period
[***]* after which time the [***]*. At the end of [***]*,
archives should be destroyed.

(R) T-10_02-007001-210 Under no circumstances shall the vendor use
or offer for use [***]* to any party other than U S WEST
without written consent by U S WEST.

(R) T-10_02-007001-220 The vendor shall make [***]* available on
request. The data requested may be "summary file" and/or "data
files" for a reporting period or for multiple reporting
periods . [***]* will be requested by [***]* and [***]*.
[***]* will be delivered electronically or Faxed (summary data
only) to a yet to be specified location. The [***]* will be
used to respond to [***]* that the [***]* makes to U S WEST
personnel.

(R) T-10_02-007001-230 The vendor shall make their end user
software available for U S WEST personnel who are required to
respond to customer inquiries and/or claims concerning [***]*.
The end-user software will be accessed by U S WEST customer
contact personnel from a yet to be determined common location.

2.2.3 Capacity

(R) T-10_02-007001-300 The vendor must be able to [***]*. By able,
we mean that the [***]* will be grown as demand warrants.
Growth must occur when [***]*.

2.2.4 Quality

(R) T-10_02-007001-400 The vendor shall implement quality control
processes and test procedures to guarantee that the output
file provided to customers match the data received from U S
WEST.

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*Confidential treatment has been requested for this information.

Confidential. Disclose and distribute solely
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<PAGE>

(R) T-10_02-007001-410 U S WEST and the vendor shall meet to
review system processes and procedures with the purpose of
brainstorming possible problems and likely solutions before
the beginning of technical trial.

(R) T-10_02-007001-420 The vendor will perform [***]* on the data
received from U S WEST to reasonably ensure that [***]*.

(R) T-10_02-007001-430 [***]* checks on the data should occur as
part of the ongoing [***]* process and should be designed
ensure that problems are noticed and rectified as early as
possible. These checks will include checks of [***]* as well as
[***]*.

(R) T-10_92-007001-440 When [***]*, the vendor will notify U S
WEST of the problem. Notification will include a written
statement of the problem, including information regarding
[***]*. Contact names, e-mail addresses and numbers TBD.

(R) T-10_02-007001-450 The vendor will provide, at the option of U
S WEST, access to it's [***]* results, data, reports, charts,
procedures, manuals, requirements, practices and methods for
[***]*.

(R) T-10_02-007001-460 If U S WEST observes that the vendor is
deviating from said vendor's quality control procedures or
observes quality control activity results which may indicate
worsening quality or reliability, U S WEST will notify the
vendor in writing. The vendor must respond with letter of
explanation, an if appropriate, specify method and timeline
for rectifying any problems.

(R) T-10_02-007001-470 The vendor will provide, as part of it's
regular [***]*, reports which detail [***]*. Specifically, the
vendor will provide information about the [***]* across hours.
These reports shall be shared with U S WEST within [***]* of the
close of a reporting cycle.

2.2.5 Input File Content

(R) T-10_02-007001-500 Data will be collected from the [***]* and
passed to the vendor using [***]*.

(R) T-10_02-007001-510 Data will include [***]*. Although all data
fields may not be populated for every [***]*, every [***]*
will be pegged by the system.

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*Confidential treatment has been requested for this information.

Confidential. Disclose and distribute solely
to those individuals who have a need to know.

<PAGE>

(R) T-10_02-007001-520 [***]* which has not been ordered by the
subscriber will not appear as part of the record which U S
WEST supplies to the vendor.

(R) T-10_02-007001-530 When a [***]*.

(R) T-10_02-007001-535 For Technical Trial, [***]* may be passed
to the vendor. The vendor shall truncate the [***]* when only
the [***]* has been provided.

(R) T-10_02-007001-537 For Market Trial, When a [***]*, only the
[***]* will be passed to the vendor.

(R) T-10_02-007001-540 In Market Trial, The [***]* reports
(specified in Appendix A) must be supportable. Actual
deployment of report types will depend upon feedback and data
received in technical and Market trials.

(R) T-10_02-007001-550 In Technical Trial, there will be only one
report type. It will include all data which can be collected
by the [***]*.

2.2.6 Output File Content

(R) T-10_02-007001-600 The vendor will produce [***]* as follows:
1) For each [***]* the vendor will produce an [***]* format TBD,
2) The vendor will create [***]*, 3) The vendor will include
additional [***]* for use in the end user software. These
files should, where possible, be sent to the customer on as
few diskettes as possible.

(R) T-10_02-007001-610 U S WEST retains the right to modify the
format of the [***]* report based on market/customer feedback.
Modifications can include [***]*. [***]* is not required for
technical trial. All [***]* must be made with [***]*,
particularly when utilizing [***]*. Cost and timing of such
modifications will be mutually agreed upon between the
parties.

(R) T-10_02-007001-620 The vendor will add [***]* to the [***]*
record for every [***]* information has been supplied by U S
WEST.

(R) T-10_02-007001-630 When no [***]* appears in certain [***]*
for a given customer, the [***]* for that column should be
suppressed in the summary files. This includes but is not
limited to [***]*. [***]* should never be suppressed for
[***]* even if no data appears on that day or in that time
range. [***]* embedded within the [***]* file will not be
suppressed, unless a mutually acceptable solution is
developed.

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(R) T-10_02-007001-640 When a [***]*, the vendor shall display only the
[***]* for that [***]*.

2.2.7 Security

(R) T-1_02-007001-700 Encryption capabilities must be provided
between the U S WEST and the vendor for any transmission of
subscriber data.

(R) T-10_02-007001-710 Only AUTHORIZED U S WEST employees and
AUTHORIZED vendor employees or contracted representatives may
examine customer data files. Disclosure of customer data
beyond authorized personnel is forbidden and subject to legal
action.

2.3 Product Delivery

(R) T-10_02-007001-800 The vendor will provide output files for
distribution to the customer as outlined in T-10_M-007001-600.

(R) T-10_02-007001-810 The Data File shall contain all of the
processable data supplied by U S WEST for the time period of
the report.

(R) T-10_02-007001-820 The records in the [***]* be sorted by [***]*.

(R) T-10_02-007001-830 The [***]* shall consist of summary
information regarding the [***]*. The format of the [***]*.
The format of the [***]*.

(R) T-10_02-007001-840 In Market Trial: The vendor must be
able to implement the following [***]*. [***]* will depend
upon results from the Technical and Market Trials.

(R) T-10_02-007001-845 The [***]* will be provided by U S WEST.

(R) T-10_02-007001-850 In Technical Trial: The vendor must be
capable of [***]*.

T-10_02-007001-855 In the event a customer is unable to accept
the vendor's [***]*, the customer can choose either the [***]*
or [***]* as an alternative.

(R) T-10_02-007001-860 The vendor must be capable of [***]* of
each type per month for the first [***]* of deployment.
Numbers would increase as demand increased past [***]*.

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(R) T-10_02-007001-870 [***]* must be complete within 2 calendar
days of the receipt of the [***]* of the close of the [***]*
period. For example, if a [***]* closes at end of month, the
[***]* must be processed , fulfilled, and in transit to the
customer within [***]* of receipt of the final data set from U
S WEST. Across [***]*, the vendor is expected to meet these
criteria at least [***]*of the time.

(R) T-10_02-007001-880 [***]* must be complete within [***]*
calendar days of receipt of the [***]*. For example, if [***]*
closes at end of month, the [***]* must be processed,
fulfilled, and in transit to the customer within [***]* of
receipt of the [***]* from U S WEST. Across [***]*, the vendor
is expected to meet these criteria at least [***]*of the time.

2.4 Customer Support

(R) T-10_02-007001-900 The vendor will provide a [***]* for
internal customer support at a cost and timeframe to be
mutually agreed upon between the parties.

2.5 Billing

(R) T-10_02-007001-1000 The vendor will be responsible for [***]*
to U S WEST the [***]*. This file shall be referred to as the
[***]* file.

(R) T-10_02-007001-1005 The vendor will provide [***]* file on a
[***]* basis via a TDB communications process between U S WEST
and the vendor.

(R) T-10_02-007001-1010 Vendor will provide capability to [***]*
via TBD communications process. [***]* will be composed of
[***]*. Vendor will be required to [***]* and [***]* as part
of file submitted for the next billing cycle.

(R) T-10_2-007001-1020 Subscribers are allowed [***]*. The [***]*
must be changeable as a function of report type.

(R) T-10_02-007001-1030 The [***]* will contain information about
[***]* which [***]* for that [***]*.

(R) T-10_02-007001-1040 The vendor will be required to pass each
subscriber's [***]* in addition to [***]* within the
prescribed record format.

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(R) T-10_02-007001-1050 The format and requirements for the [***]*
are specified in [1]

(R) T-10_02-007001-1060 A [***]* will be composed of [***]*.

(R) T-10_02-007001-1070 - [***]* will apply to "one-time reports"
as well as reports ordered on a recurring basis.

(R) T-10_02-007001-1080 The vendor will calculate [***]* and apply
the [***]*. Both [***]* will be populated on the subscriber
record. (as specified in (1)).

(R) T-10_02-007001-1090 The [***]* and the [***]* must be
changeable as a [***]*. That is, a unique [***]* can be
specified for each type of report.

2.6 Fault Handling

The following steps are performed to increase the reliability of the
Call Management Reports Service:

(R) T-1_02-007001-1100 [***]* between U S WEST and the external
vendor will be accomplished using [***]*.

(R) T-1_02-007001-1110 If a [***]* fails and it appears that the
fault is on the vendor side, U S WEST shall notify the
external vendor immediately upon receiving an alarm.

(R) T-10_02-007001-1120 The vendor will assess and report on
[***]* within [***]* of being notified. [***]* is offered on
a [***]* basis.

(R) T-10_02-007001-1125 The vendor will provide end-user support
[***]* across all valid time zones. Support is offered [***]*.

(R) T-10_02-007001-1130 Problems must be resolved in a timely
manner as to avoid loss of and/or delayed delivery of customer
call data.

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(R) T-l0_02-007001-1140 If the [***]* should fail for ANY REASON
which directly impacts the performance of the [***]*. The
external vendor will be notified within [***]*. Support is
offered on a [***]* basis.

(R) T-10_02-007001-1150 Failure notification will be followed with
specification on how to manage any data impacting problems.
Such problems include but are not limited to [***]* etc.

(R) T-10_02-007001-1160 If the vendor's process should fail for
ANY REASON which directly impacts the functioning/performance/
delivery of the [***]*, the external vendor will notify US
WEST within [***]*.

(R) T-10_02-007001-1170 Notification will be followed with written
specification of the problem and it's solution. Such problems
include but are not limited to [***]*.

2.7 Documentation

(R) T-10_02-007001-1200 The vendor will provide a functional
specification document which outlines in detail how the
requirements in this functional specification will be met.

(R) T-10_02-007001-1210 As the product is developed, U S WEST
maintains the right to make minor modifications to this
functional requirements document.

2.8 Support

(R) T-10_02-007001-1300 The vendor will provide [***]*support to
resolve process critical problems for internal U S WEST
contacts. Vendor will not [***]*. Support personnel will be
[***]* and will return calls within [***]*

2.9 Software

2.9.1 Design

(R) T-10_02-007001-1400 The vendor shall [***]*. Customers should be
able to [***]*.

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(R) T-10-02-007001-1410 The vendor software must [***]*. That is,
the [***]* must be the most salient task which can be
accomplished using the software.

T-10_02-007001-1415 [***]*.

(R) T-10_02-007001-1420 Vendor software shall meet acceptance test
criteria. Test criteria will be developed and agreed upon by U
S WEST and the vendor.

(R) T-10_02-007001-1430 Customers must be able to [***]* from the
software.

2.9.2 Sales

(R) T-10_02-007001-1500 [***]*. At a minimum, U S WEST sales
personnel will provide the vendor 800 number(s) to [***]*.

(R) T-10_02-007001-1510 U S WEST retains the option to purchase
quantities of the [***]*.

(R) T-10_92-007001-1520 U S WEST retains the option to [***]*.

2.9.3 Distribution

(R) T-10_02-007001-1600 The vendor software shall be distributed by
the vendor.

(R) T-10_02-007001-1610 The vendor at it's discretion can have U S
WEST bill and collect for end user software that is sold by U
S WEST in conjunction with U S WEST Call Management Reports,
except when prohibited by federal or state regulations.

2.9.4 Support

(R) T-10_02-007001-1700 The vendor shall provide all support for the
software product.

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(R) T-10_02-007001-1710 The vendor will supply, at their cost, 800
number(s) for Software Support for CMR customers. The software
support lines must be availabl6-during business hours in
Pacific, Mountain and Central Time Zones.

3.0 References

[1] [***]*

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4.0 Appendix A

[***]*

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Exhibit B
Development Schedule and Fees

The software development to be conducted considers [***]*. The development
activities for [***]* are incorporated within [***]*, respectively, which are:

[***]*

OneLink may exceed the total budget for each category [***]*, respectively) by
[***]* without permission from U S WEST. Any costs above the [***]* level for
any category must be approved in writing by U S WEST.

As a [***]* OneLink will receive [***]* saved below the [***]* software
development budget.

Additional development costs above the software development budget:
1. [***]*
2. Since [***]* is not available OneLink will develop [***]*. When [***]*
becomes available OneLink will then develop it with the cost being
borne by U S WEST.

The schedule of development will be as follows (cumulative %-of task completion
shown):

[***]*

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U S WEST will pay for these development expenses in installments of [***]*. U S
WEST paid, and OneLink acknowledges receipt of the first [***]* of payments made
in [***]*. U S WEST will pay the final installment on [***]* or upon completion
of the work if extended beyond this date.

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Exhibit C

Software Support

1. DEFINITIONS.

The capitalized terms used in this Schedule shall have the meanings set forth in
the Agreement. In addition, the following capitalized terms used in this
Schedule shall have the following meanings:

"Priority 1 Error" (or "Emergency") shall mean the Software is unusable,
produces incorrect results, or fails catastrophically in response to internal
errors, user errors, incorrect input files, or incompatibility. The Software
does not perform most of its documented functions. Performance is materially
degraded.

"Priority 2 Error" (or "Detrimental") shall mean the Software is usable,
performs most, but not all of its documented functions.

"Priority 3 Error" (or "Inconvenient") shall mean the Software is usable but due
to an Error does not provide the function in the most convenient way.

2. SERVICES PROVIDED.

OneLink agrees to provide the services with respect to the Software:

2.1 OneLink agrees to maintain the Software in all material respects in
conformity with the Functional Requirements. OneLink shall correct all Errors
discovered by U S WEST, OneLink, a test participant, or a subscriber/user. If U
S WEST believes that there is an Error, U S WEST will notify OneLink, describing
the Error in such detail as is reasonably necessary and available for OneLink to
provide resolution of the Error. OneLink shall promptly investigate the Error
and shall advise U S WEST of OneLink's plans for corrective action. OneLink
shall remedy such Error as follows:

Priority 1 Error (Emergency). OneLink will promptly respond and shall
use its best efforts to provide a resolution to Priority 1
Errors within [***]* of receipt of an Error report.
Should this problem not be capable of solution within [***]*
of receipt, OneLink shall work continuously thereafter to
cause a solution.

Priority 2 Error (Detrimental). OneLink shall use reasonable commercial
efforts to provide a resolution to a Priority 2 Error within
[***]* of receipt of an Error report.

Priority 3 Error (Inconvenient). OneLink shall use its reasonable
commercial efforts to provide a resolution to a Priority 3
Error within [***]* of receipt of an Error
report.

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The priority level of an Error reported will be determined by U S WEST,
when reported by them and by OneLink in all other cases using their
reasonable judgment.

2.2 Support and Enhancements for U S WEST

2.2.1 Call Handling Support. OneLink shall provide a phone-in service for
Error report and resolution and general support with qualified and
trained personnel. Such phone-in services shall be available [***]*.
OneLink shall strive to answer such calls within two (2) rings and
eliminate busy signals through installation of a voice mail system
mutually acceptable to both parties. All calls made by U S WEST or
their customer which are not answered at that call will be returned
within [***]*. As mutually agreed upon by the parties after the market
trial, as dictated by market demands, OneLink will invest in a call
queuing/distribution system such that [***]* of all calls received
are answered without going to a voice mail system. The cost of the
hardware for the queuing system will be borne by OneLink.

OneLink shall provide a return phone call status report for all Errors
requiring further investigation after the initial report within
[***]*. If the Error cannot be handled within [***]*, a mutually
acceptable time commitment date will be established. Should the
parties be unable to arrive at such an agreement on Error Correction,
U S WEST reserves the right to pursue any and all remedies with an
outside party.

All calls shall be handled with a high degree of respect and
professionalism. Complaints from U S WEST personnel, or received by U S
WEST personnel will be documented and reported to OneLink.

2.2.2 OneLink shall be available [***]* via pager. OneLink shall return all
pages within [***]*.

2.2.3 OneLink shall develop and maintain [***]* for U S WEST personnel to
[***}*. [***]* will be developed, tested and ready for use prior to
deployment of U S WEST Call Management Reports beyond the market
trial. Upon request, [***]* to U S WEST. Expenses for the development
of [***]* for U S WEST personnel will be borne by U S WEST and is in
addition to the software development budget.

2.24 Report Enhancement. OneLink shall make enhancements to currently
offered reports that are commercially viable and mutually beneficial
within thirty (30) days of U S WEST's request. Expenses for agreed upon
enhancements and timelines shall be mutually agreed upon and shared by
the parties.

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2.25 Additional Report Information. OneLink shall add additional information
provided by U S WEST to customer reports at a mutually agreeable cost
representing time and development expenses incurred, with such expenses
passed through to the customer at a price point mutually acceptable to
the parties within ninety (90) days of U S WEST's request. Such
additional information is currently anticipated to include reverse
appended zip codes, and demographics.

2.2.6 Non-Standard Reports. OneLink shall develop non-standard reports (e.g.,
[***]*) in response to a request from U S WEST at a mutually agreeable
fee and schedule at commercially reasonable rates in the industry.

2.2.7 Enhancements to User Software. OneLink shall make enhancements to the
user software that are commercially viable and mutually beneficial at U
S WEST's request. Expenses for agreed upon enhancements and timelines
shall be mutually agreed upon and shared by the parties.

2.3 Support for Customers

2.3.1 OneLink shall provide support for the End User Software (as defined
above) to customers via an 800 number. OneLink shall strive to
answer such calls within two (2) rings and eliminate busy signals
through installation of a voice mail system acceptable to US WEST.
All calls made by the customer which are not answered at that call
will be returned within one business hour. As mutually agreed upon
by the parties after the market trial, as dictated by market demands,
OneLink will invest in a call queuing/distribution system such that
[***]* of all calls received are answered without going to a voice
mail system. All calls shall be handled with a high degree of
respect and professionalism. OneLink personnel shall be qualified
and trained on the user interface software. In addition, such personnel
shall be capable of answering questions related to additional sales
of software and services. To this end, OneLink may provide separate
800 numbers for sales and support.

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Exhibit D

TECHNICAL TRIAL

1. NUMBER OF USERS

There will be 100 to 300 technical trial participants.

2. LOCATION

The technical trial will be located in the Minneapolis-St. Paul
metropolitan area.

3. NETWORK

See functional requirements.

4. LINKS

See functional requirements.

5. REPORTING FORMATS

Both [***]* Reports and [***]* Reports will be delivered to the
customer according to the specifications in the functional
requirements. [***]* will be provided that significantly
enhances the [***]*.

6. MEDIUM

Reports will be delivered to customers [***]*. No more than [***]*
trial participants will use [***]*. The number using [***]*
will be limited to a mutually agreeable number. The number of
participants using [***]* will be adequate to test the [***]*.

7. DURATION

The technical trial shall be no longer than [***]* unless OneLink
and U S WEST mutually determine that a longer trial is
necessary.

8. FEEDBACK PROCESS

OneLink and U S WEST shall provide timely feedback of any problems
that effect the success of the trial. See functional
requirements for additional criteria.

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9. ERROR CORRECTION

US WEST will correct any errors in delivery of customer call
data and- customer account information in a timely manner.
OneLink will correct any errors in data processing,
formatting, report delivery, software formatting and overall
product support in a timely manner. See functional
requirements for additional criteria.

10. CALL DATA VOLUME/FREQUENCY

U S WEST and OneLink will expediently handle all of the call
data volume generated by the total number of participants.

11. SUCCESS CRITERIA

U S WEST will determine the success of the technical trial based on two
criteria:

11.1 The ability of U S WEST and OneLink to successfully delivery
reports in a timely and quality manner at levels mutually
agreed to by the parties.

11.2 The software shall perform the specification in Exhibit A to a
level of satisfaction of the technical trial participants as
measured by market research which will be conducted to
deter-mine final Technical Trial success.

11.3 Upon declaration by U S WEST in writing of a successful
Technical Trial, the Software shall be deemed Accepted.

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Exhibit E

MARKET TRIAL

1. NUMBER OF USERS

There will be [***]* of U S WEST customers participating in the
market trial. Trial participants will [***]*. [***]* and
[***]* may be offered by U S WEST.

2. LOCATION

The market trial will be located in a [***]*. Most likely the trial
[***]*.,

3. NETWORK

See functional requirements.

4. Links

See functional requirements.

5. REPORTING FORMATS

Both [***]* will be delivered to the customer according to the
specifications in the functional requirements. [***]* will be
provided that significantly enhances the [***]*.

6. MEDIUM

Reports will be delivered to customers [***]*. There will be no
limitations on the number of participants [***]*.

7. DURATION

The market trial shall be no longer than [***]*unless OneLink and
U S WEST mutually determine that a longer trial is necessary
and a longer trial complies with state utility regulations.

8. FEEDBACK PROCESS

OneLink and U S WEST shall provide timely feedback of any problems
that effect the success of the trial. See functional
requirements for additional criteria.

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9. ERROR CORRECTION

US WEST will correct any errors in delivery of customer call
data and customer account information in a timely manner.
OneLink will correct any errors in data processing,
formatting, report delivery, software formatting and overall
product support in a timely manner. See functional
requirements for additional criteria.

10. CALL DATA VOLUME/FREQUENCY

US WEST and OneLink will expediently handle all of the call
data volume generated by the total number of participants.

11. SUCCESS CRITERIA

U S WEST will determine the success of the marketing trial based on two
criteria:

11.1 The ability of U S WEST and OneLink to successfully
delivery reports in a timely and quality manner.

11.2 A significant number of participants agree that the Call
Management Reports and user interface software will add value
to their business and are willing to pay a price for the
reports that covers U S WEST costs and ensures that U S WEST
will realize a profit or meet other marketing objectives.

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Exhibit F

Service Fees

The [***]* costs U S WEST will incur from OneLink for the [***]* will be a
[***]* fee structure based on [***]*. [***]*.

Monthly Reports [***]*
[***]*

Beginning [***]*, or [***]* after the successful completion of the market trial
period, U S WEST agrees to pay OneLink fees [***]*:

[***]*

U S WEST will only be assessed these [***]*. U S WEST will be invoiced by
OneLink for all monies due for [***]* that do not achieve [***]*, less actual
[***]* achieved. U S WEST will pay these invoices within 30 days after receipt
without penalty. U S WEST agrees to not unduly extend the market trial period
beyond [***]*. However, if such an extension is necessary, U S WEST agrees to
[***]* during the extended market trial period.

U S WEST will also pay to OneLink on a 30 day net basis after receipt of invoice
the following fees:

[***]*

[***]*
[***]*.

[***]*.

Other Fees
[***]*. OneLink shall maintain an accounting of all [***]* including
[***]*. The accounting of [***]* shall be reported to U S WEST
each month. OneLink may bill U S WEST for mailing of [***]* at a
cost no greater than the cost of a [***]* (when applicable) and
postage. All other costs will be included with customer support
and built into any fees.

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[***]* shall be delivered to the customer within [***]* of the request.
OneLink shall maintain an accounting of all [***]*. The accounting
of [***]* shall be reported to U S WEST each month. OneLink may
bill U S WEST for mailing of the [***]* at a cost no greater than
the cost of [***]* (when applicable) and [***]*. All other costs
will be included with. customer support and built into any fees.

[***]*. Fees charged to U S WEST for [***]* will be mutually agreed
upon by the parties.

[***]*

[***]*.

Provisioning. Any additional [***]* fees for provisioning - i.e.
[***]* will be borne by U S WEST.

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Exhibit G

Royalty Payments

The parties will [***]* in the proceeds from [***]* derived from
[***]*. [***]* are defined as [***]*, the [***]*, or [***]* as detailed below.
In no event shall U S WEST be liable for any deficit or negative Net Revenue
amounts.

Allowed Expenses:
[***]*

OneLink may charge separately at commercially standard rates for [***]* in
conjunction with the offering of [***]* and not be subject to the [***]*. U S
WEST reserves the right to dispute [***]*.

Terms and Conditions for Royalty Payments to U S WEST

1.0 All Payments are to be made in United States dollars. Payment to US
WEST shall be made quarterly to:
[***]*
1801 California Street, Suite 3330
Denver, CO 80201

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[***]*

, or at such other address as U S WEST may specify by written notice.

All amounts owed under this Agreement do not include duties, taxes,
withholdings, assessments, surcharges, value-added taxes, or any other
charges imposed upon the United States or any foreign government or any
other United States or foreign taxing authority (collectively the
"Taxes") and OneLink shall pay or reimburse U S WEST in a like amount
if withheld from Payments due U S WEST. Any Taxes payable by OneLink
which U S WEST may be required to collect or pay upon provisions of
this license, shall be paid by OneLink upon U S WEST's written demand.
OneLink agrees to indemnify and hold U S WEST harmless from and against
all liability, costs, expense, and penalties for OneLink's failure to
timely pay any Taxes. OneLink shall not be responsible for income taxes
which may be payable by U S WEST.

If a party fails to pay any amounts due under this Agreement, the
infringing party shall pay to the receiving party interest on such past
due amounts from the date due until paid at the rate of one and one
half percent (I - 1/2%) of the unpaid balance per month or, where a
lower rate is prescribed by law, the highest rate thereby permitted.

2.0 Records and Reports

2.1 OneLink shall keep complete and accurate records and books of account
containing all information required for the computation and
verification of the Payments or other amounts to be paid hereunder.
Such records and books shall be maintained by OneLink in accordance
with legal restrictions, but in any case no less than three (3) years
after creation.

2.2 Annually, and upon at least twenty-five (25) business days prior
written notice from U S WEST, OneLink further agrees to permit one or
more accountants selected by U S WEST to have access during ordinary
business hours to such records as may be necessary to audit with
respect to any payment report period ending prior to such request, the
correctness of any report or payment made under this Agreement, to
obtain information as to the payments due for any such period in the
case of failure of OneLink to report or make payment pursuant to the

- ------------------------
*Confidential treatment has been requested for this information.

Confidential. Disclose and distribute solely
to those individuals who have a need to know.

<PAGE>
terms of this Agreement. Such accountant shall not disclose to U S WEST
any information relating to the business of OneLink except that which
is necessary to inform U S WEST of (i) the accuracy or inaccuracy of
OneLink's reports and payment; (ii) compliance or noncompliance by
OneLink with any other terms and conditions of this Agreement, and
(iii) the extent of any such inaccuracy or noncompliance. Such
accountant shall have the right to make and retain copies of any
pertinent portions of the records and books of account provided that
such accountants have executed confidentiality agreements as provided
in this Agreement. U S WEST shall bear the cost of any audits under
this Agreement. All royalty statements and accountings rendered
hereunder will be binding and not subject to any objection for any
reason unless a specific objection in writing, setting forth the basis
for the objection, is given within one (1) year from the date said
statement is rendered. No action, audit, or preceding of any kind or
nature may be instituted or maintained with respect to any statements
rendered hereunder unless such action or proceeding is commenced within
(1) year after delivery of such written objection.

2.3 With each quarterly payment, OneLink shall provide U S WEST with a
written statement of account to accompany the royalty payments made to
U S WEST in accordance with this Section 2.0, including a list of
[***]*.

- ------------------------
*Confidential treatment has been requested for this information.

Confidential. Disclose and distribute solely
to those individuals who have a need to know.

<PAGE>

CORPORATE SOURCEFLEX
SOFTWARE SOURCE CODE ESCROW AGREEMENT
SOURCEFILE NUMBER: 7201

This Software Source Code Escrow Agreement, dated as of August 14, 1995, by and
between FileSafe, Inc., a California corporation, doing business as SourceFile
("SourceFile") and U S WEST, Inc., including its affiliates and subsidiaries, a
Delaware corporation (each a `Beneficiary" and collectively the
"Beneficiaries"), and each Depositor identified by Beneficiary to SourceFile as
provided for in this Agreement (each a "Depositor", collectively the
"Depositors").

RECITALS:

A. Pursuant to certain software license agreements (each a "License Agreement",
collectively the "License Agreements'), Beneficiaries licensed from Depositors
from time to time, certain software (the "Software"). For each escrow, the
Depositor and a description of the Software shall be set forth to this
Agreement.

B. The Software is the proprietary and confidential information of Depositor,
and Depositor desires to protect such ownership and confidentiality.

C. Depositor desires to ensure the availability to Beneficiary of the source
code, programmer comments, a list of names and addresses of the Software
programmers, and all other information necessary-for a reasonable programmer of
reasonable skill to fix bugs and update the Software independent of the
Depositor (the "Source Material") in the event any of the conditions set forth
in Section 3 of this Agreement ("Agreement').

AGREEMENT:

1. Delivery of Source Material to SourceFile. Depositor shall deliver to
SourceFile the Source Material, sealed by Depositor, as specified in an
exhibit on or before the delivery date.

2. Acknowledgment of Receipt by SourceFile. SourceFile shall visually match the
labeling of the Source Material with the description of Source Material
specified in Exhibit C - 1 and shall notify Depositor, with a copy to
Beneficiary, of any errors or discrepancies. Depositor shall promptly cooperate
with SourceFile to correct such errors or discrepancies. Acceptance will occur
when SourceFile determines there are no errors or discrepancies. Upon
SourceFile's acceptance, Source File shall notify Beneficiary in writing with a
copy to Depositor and so warrant its receipt and acceptance of the Source
Material.

3. Terms and Conditions of Release In the event that SourceFile is notified in
writing by Beneficiary that a condition which allows release of the Source
Material to Beneficiary has occurred (a `Release Condition"), SourceFile shall
immediately notify Depositor of its receipt of the Beneficiary's notice and
shall provide a copy of such notice to Depositor promptly thereafter. Release
Conditions are identified within the body of this Agreement, to which this
agreement is an attachment.

Confidential. Disclose and distribute solely
to those individuals who have a need to know.

<PAGE>

3.1 Within three (3) business days following receipt of a Release Condition,
SourceFile shall release to Beneficiary the Source Material.

3.2 In the event of a dispute regarding the release of Source Material, such
dispute shall be resolved as specified within the body of this Agreement, to
which this agreement is an attachment.

4. Term of Agreement. This Agreement shall have an initial term of one (1) year.
The term shall be automatically renewed on a yearly basis thereafter, unless
Beneficiary or SourceFile notifies the other parties at least forty-five (45)
days in advance- of the end of the current term of its election to terminate
this Agreement. Beneficiary may terminate this Agreement at any time upon thirty
(30) days written notice to the other parties. Upon such termination Beneficiary
shall receive a prorata refund of all fees and charges paid in advance to
SourceFile.

5. Compensation of SourceFile. Depositor agrees to pay SourceFile such
reasonable compensation for the services as may be agreed to in writing in
advance by Depositor, in accordance with SourceFile's then current schedule of
fees, and will pay or reimburse SourceFile upon request for all reasonable
expenses, disbursements and advances incurred or made by it which have been
authorized in writing. SourceFile's schedule of fees for the initial term of
this Agreement is attached hereto as EXHIBIT "A".

6. Limitation of Duties of SourceFile. SourceFile undertakes to perform only
such duties as are expressly set forth herein. Except as agreed to in Section 2
of this Agreement, SourceFile has no knowledge of, nor makes any representations
with respect to the substance of the Source Material.

7. Limitation of Liability of SourceFile. SourceFile may rely on and shall
sustain no liability as a result of acting or refraining from acting upon any
written notice, instruction or request furnished to SourceFile hereunder which
are reasonably believed by SourceFile to be genuine and to have been signed or
presented by a person reasonably believed by SourceFile to be authorized to act
on behalf of the parties hereto. SourceFile shall not be liable for any action
taken by it in good faith and believed by it to be authorized or within the
rights or powers conferred upon it by this Agreement. SourceFile may consult
with independent counsel of its own choice, and shall have full and complete
authorization and protection for any action taken or suffered by it hereunder,
in good faith and in accordance with the opinion of such counsel.

8. Indemnification of SourceFile. In the event other suit is brought by any
third party arising out of or in connection with this Agreement against
Depositor, Beneficiary and/or SourceFile (each a "Party" and collectively *the
Parties'), claiming any right they may have against a Party or the Parties, then
in that event each Party hereto, agrees to pay to SourceFile, to the extent they
are liable,' reasonable attorneys' fees and cost incurred by SourceFile in
connection therewith.

Confidential. Disclose and distribute solely
to those individuals who have a need to know.

<PAGE>

9. Record Keeping and Inspection of Software. SourceFile shall maintain complete
written records of all materials deposited by Depositor pursuant to this
Agreement. During the term of this Agreement, Depositor and Beneficiary shall be
entitled at reasonable times during normal business hours and upon reasonable
notice to SourceFile to inspect the records of SourceFile maintained pursuant to
this Agreement and to inspect the facilities of SourceFile and the physical
condition of the Source Material.

10. Technical Verification. Beneficiary reserves the option to request
SourceFile to verify the Source Material for completeness and accuracy.
SourceFile may elect to perform the verification at its location. Depositor
agrees to cooperate with SourceFile in the verification process by providing its
facilities and computer systems and by permitting SourceFile and at least one
employee of Beneficiary to be present during the verification of Source
Material.

11. Restriction on Access to Source Materials. Except as required to carry out
its duties hereunder, SourceFile shall not permit any SourceFile employees,
Beneficiary or any other person access to the Source Material, unless consented
to in writing by Depositor. SourceFile shall use its best effort to avoid
unauthorized access to Source Material by its employees or any other person.

12. Updates of the Source Material. The Depositor shall keep the source material
updated on intervals as stated elsewhere in this agreement, current materials
Including but not limited to: (1) supplemental or replacement technology
releases (as determined by the Beneficiary), and, (2) version releases, updates
and modifications (collectively the Replacement Deposit ("Replacement Deposit").
Unless otherwise specified in an exhibit, Source Material shall be updated on
January 31 and June 30 of each calendar year. In the event that the Replacement
Deposit is not received within ten (10) days following their due dates,
SourceFile shall provide written notice to Depositor and Beneficiary. Depositor
shall include an amended Exhibit C-2 to SourceFile and to Beneficiary for the
party's execution within ten (10) days of deposit of the Replacement Deposit.
Upon receipt of the Replacement Deposit and the amended Exhibit C-2, SourceFile
will visually match the labeling of the Replacement Deposit with the items
listed on Exhibit C-2 and notify Beneficiary in writing of its acceptance.
Acceptance will occur when SourceFile determines that the Replacement Deposit is
consistent with Exhibit C-2. SourceFile will either destroy or return to
Depositor, upon Beneficiary's written approval, all material that is replace by
the Replacement Deposit. In the event that the Replacement Deposit is damaged in
transit, Depositor shall send to SourceFile a duplicate of the Replacement
Deposit within three (3) days after receiving written notice from SourceFile
that the Replacement Deposit has been destroyed or damaged during shipment.

13. Notice. Any notice or other communication required or permitted under this
Agreement shall be in writing and shall be deemed to have been duly given on the
date service is served personally, sent by overnight courier, or five (5) days
after the date of mailing if sent registered mail, postage prepaid, return
receipt required, and addressed as follows or to such other address or telefax
number as either party may, from time to time, designate in a written notice
given in like manner:

Confidential. Disclose and distribute solely
to those individuals who have a need to know.

<PAGE>

TO DEPOSITOR: AS SET FORTH ON EXHIBIT "B" SCHEDULE OF DEPOSITORS

TO BENEFICIARY: U S WEST, Inc.
1600 Bell Plaza, Room 3210
Seattle, WA 98191
Attn: Software Contracts
Facsimile: (206)343-4080

TO SOURCEFILE: SOURCEFILE
50 Crisp Plaza
Suite 700
San Francisco, CA 94124
Attn:
Facsimile: (415) 715-2733

15. Miscellaneous Provisions.

(a) Waiver. Any term of this Agreement may be waived by the party entitled to
the benefits thereof, provided that any such waiver is sought. No waiver of any
condition, or of the breach of any provision of this Agreement, in any one or
more instances, shall be deemed to be a further or continuing waiver of such
condition or breach. Delay or failure to exercise any right or remedy shall not
be deemed the waiver of that right or remedy.

(b) Modification or Amendment. Any modification or amendment of any provision of
this Agreement must be in writing, signed by the parties hereto and dated
subsequent to the date hereof.

(c) Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Colorado.

(d) Headings; Severability. The headings appearing at the beginning of the
sections contained in this Agreement have been inserted foe identification and
reference purposes only and shall not be used to determine the construction or
interpretation of this Agreement. If any provision of this Agreement is held to
be invalid illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired
thereby.

(e) Bankruptcy. Depositor and Beneficiary acknowledge that this Agreement is an
"agreement supplementary to" the License Agreement as provided in Section 365(n)
of Title 11, United State Code (the "Bankruptcy code"). Depositor acknowledges
that if Depositor, as a debtor in possession or a trustee in Bankruptcy in a
case under the Bankruptcy Code, reflects the License Agreement or this
Agreement, Beneficiary may elect to retain its rights under the License
Agreement and this Agreement as provided in Section 365 (n) of the Bankruptcy
Code. Upon written request of Beneficiary to Depositor or the Bankruptcy
Trustee, Depositor or such Bankruptcy Trustee shall not interfere with the
rights of Beneficiary as provided in the License Agreement and this Agreement,
including the right to obtain the Source Material from SourceFile.

Confidential. Disclose and distribute solely
to those individuals who have a need to know.

<PAGE>

(f) Further Assurances. The parties agree to perform all acts and execute all
supplementary instruments or documents which may be reasonably necessary to
carry out the provisions of this Agreement.

(g) Entire Agreement. This Agreement, including the attachments hereto, contains
the entire understanding between the parties and supersedes all previous
communications, representations and contracts, oral or written, between the
parties, with respect to the subject matter thereof. It is agreed and understood
that this document and agreement shall be the whole and only agreement between
the parties hereto, with regard to these escrow instructions and the obligations
of SourceFile herein, in connection with this Source Code Escrow Agreement and
shall supersede and cancel any prior instructions. SourceFile is specifically
directed to follow these instructions only and SourceFile shall have no
responsibility to follow the terms of any prior agreements or understandings.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.

BENEFICIARY SOURCEFILE

U S WEST, Inc. FileSafe, Inc.,
a Colorado corporation a California corporation

Name: Name:

Title: Title:

Confidential. Disclose and distribute solely
to those individuals who have a need to know.

<PAGE>

EXHIBIT "A"
SOURCEFILE COMPENSATION SCHEDULE

ESCROW SERVICES

Initial set-up $1,000.00
Annual Maintenance rate per Depositor $1,000.00/year
(Each deposit includes two deposit updates per year.)

Includes climate controlled storage, certified letters of
notification, and customized agreements.

ADDITIONAL SERVICES
Deposit Updates $150.00
Escrow Release Beneficiary Request $600.00
Escrow Release Depositor Request $200.00
Pick-Up and Delivery/Annually $200.00

TECHNICAL REVIEW/VERIFICATION:

Initial deposit verification $145.00 per hour
Supplemental or replacement deposit verification $145.00 per hour*

* Minimum per hour. Price may increase based upon actual requirements.

Confidential. Disclose and distribute solely
to those individuals who have a need to know.

<PAGE>

EXHIBIT "B"
SCHEDULE OF DEPOSITORS

DEPOSITOR:
OneLink
Kirk Danzl
10340 Viking Drive, Suite 150
Eden Prairie, MN 55344
(612) 996-9116
[email protected]

Confidential. Disclose and distribute solely
to those individuals who have a need to know.

<PAGE>

EXHIBIT "C-1"
ACKNOWLEDGMENT BY DEPOSITOR

The undersigned hereby acknowledge, accepts, and agrees to be bound by
the terms of the attached Corporate SourceFLex Software Source Code Escrow
Agreement by and between FileSafe, Inc., a California corporation doing business
as SourceFile, as Escrow Agent and U S WEST, Inc., as Beneficiary, dated
_______, 199_.

DEPOSITOR:
OneLink
Kirk Danzl
10340 Viking Drive, Suite 150
Eden Prairie, MN 55344
(612) 996-9116
[email protected]

Signature:
Name:
Title:
Address:

BENEFICIARY: Company: US WEST, Inc.

Signature:
Name:
Title:
Address:

Telephone:
Facsimile:

Once executed, send original by CERTIFIED OR REGISTERED MAIL to:

SOURCEFILE: SOURCEFILE
50 Crisp Plaza
Suite 700
San Francisco, CA 94124
Attn:
Facsimile (415) 822-2570

Confidential. Disclose and distribute solely
to those individuals who have a need to know.

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the "Agreement") is entered into as of September
2nd, 1997, by and between OneLink Communications, Inc., a Minnesota corporation
(the "Company"), and Paul Lidsky, an individual resident of the State of
Minnesota ("Executive").

WHEREAS, the Company wishes to employ Executive to render services for the
Company on the terms and conditions set forth in this Agreement, and Executive
wishes to be retained and employed by the Company on such terms and conditions.

NOW, THEREFORE, in consideration of the premises and the respective
undertakings of the Company and Executive set forth below, the Company and
Executive agree as follows:

1. Employment. The Company hereby employs Executive, and Executive accepts
such employment and agrees to perform services for the Company, for the period
and upon the other terms and conditions set forth in this Agreement.

2. Term. Unless terminated at an earlier date in accordance with Section 9
of this Agreement, the term of Executive's employment hereunder shall be for a
period of two (2) years, commencing on the date of this Agreement. Thereafter,
the term of this Agreement shall be automatically extended for successive one
(1) year periods unless either party objects to such extension by written notice
to the other party at least sixty (60) days prior to the end of the initial term
or any extension term.

3. Position and Duties.

3.01 Service with Company. During the term of this Agreement,
Executive agrees to perform such reasonable employment duties as the Board of
Directors of the Company shall assign to him from time to time. Executive shall
have the title of President and Chief Executive Officer and shall report
directly to the Board of Directors. Executive also agrees to serve, for any
period for which he is elected, as a director of the Company, any committee of
the Board and as an officer and/or director of any subsidiary of the Company;
provided, however, that Executive shall not be entitled to any additional
compensation for serving as such a director, committee member or an officer.

3.02 Performance of Duties. Executive agrees to devote his
full time, attention and efforts to the business and affairs of the Company
during the term of this Agreement. Executive represents to the Company that he
is under no contractual commitments inconsistent with his obligations set forth
in this Agreement, and that during the term of this Agreement, he will not
render or perform services for any other corporation, firm, entity or person
which are inconsistent with the provisions of this Agreement, except with the
prior written consent of the Board of Directors of the Company.

<PAGE>

4. Compensation.

4.01 Base Salary. As base compensation for all services to be
rendered by Executive under this Agreement during the initial term of this
Agreement (unless earlier terminated as provided herein), the Company shall pay
to Executive a base salary of twelve thousand five hundred dollars ($12,500) per
month, which salary shall be paid in accordance with the Company's normal
payroll procedures and policies. The salary payable to Executive during each
subsequent year during the term of this Agreement shall be established by the
Company's Board of Directors following an annual performance review, but in no
event shall the salary for any subsequent year be less than the salary in effect
for the prior year.

4.02 Incentive Compensation. In addition to the base salary
described in Section 4.01, for the initial term of this Agreement, Executive
shall be eligible for an annual cash bonus of up to 50% of Executive's annual
base salary payable within 90 days following the anniversary date of this
Agreement on the condition that Executive successfully achieves certain
milestones for the progress and development of the Company and its services as
determined by the sole discretion of the Board of Directors of the Company.
These milestones shall be determined by the mutual agreement of Executive and
the Board of Directors within the first sixty (60) days of the term of this
Agreement and may be adjusted by mutual agreement of the Executive and the Board
of Directors. Notwithstanding the foregoing, one half of the first year's bonus
equal to $37,500 shall be paid to the Executive on February 28, 1998 if
Executive is employed on that date, without regard to the achievement of any
performance criteria.

4.03 Participation in Benefit Plans. Executive shall also be
entitled to participate in all employee benefit plans or programs (including
vacation time, and health, life and disability insurance) of the Company to the
extent that his position, title, tenure, salary, age, health and other
qualifications make him eligible to participate. Commencing on the date hereof
and on each anniversary of this Agreement during the term of the Agreement, the
Executive shall accrue two weeks' vacation, which shall be taken during the
following year. The Company does not guarantee the adoption or continuance of
any particular employee benefit plan or program during the term of this
Agreement, and Executive's participation in any such plan or program shall be
subject to the provisions, rules and regulations applicable thereto.
Notwithstanding the foregoing, the Company shall pay 100% of the premium cost
associated with participation by the Executive, his spouse and other dependents
in a health plan. Until such time as the Executive commences participation in a
Company sponsored health plan, the Executive shall either maintain continuation
coverage under his prior employer's health plan or an individual health plan as
agreed to by the Executive and the Company.

4.04 Expenses. The Company will pay or reimburse Executive for
all reasonable and necessary out-of-pocket expenses incurred by him in the
performance of his duties under this Agreement, subject to the presentment of
appropriate vouchers in accordance with the Company's normal policies for
expense verification. These expenses shall include, but not be limited to,

<PAGE>

reasonable industry association membership dues, portable phone, computer
equipment and reasonable entertainment expenses. Company shall, in addition, pay
Executive $450 per month to cover all costs associated with a private automobile
selected by Executive, including, but not limited to, lease costs, gas, repairs,
general maintenance and insurance.

4.05 Initial Stock Option. Concurrently with the execution
of this Agreement, the Company shall issue to Executive an option to purchase
shares of the Company's common stock at an exercise price of $1.00 per share as
follows:

(a) Up to 200,000 shares, the option for which shall vest at a
rate of 50,000 shares per year on the anniversary of the date
of this Agreement and shall vest immediately in the event of a
Change in Control as defined in Section 10.04, if Executive is
employed by the Company on such dates; and

(b) Up to 200,000 shares, the option for which shall vest on the
tenth anniversary of this Agreement or earlier upon the
occurrence of the following events:

(i) 50,000 shares immediately upon the end of the first
quarter in which the Company experiences an operating
profit;

(ii) 50,000 shares immediately upon the end of the second
of successive quarters in which the Company
experiences an operating profit;

(iii) 50,000 shares immediately upon the end of the first
fiscal year in which the Company experiences an
operating profit after the occurrence of the first
two vesting events; and

(iv) 50,000 shares immediately upon the end of the second
of successive fiscal years in which the Company
experiences an operating profit.

The option shall qualify as an incentive stock option under the Internal Revenue
Code, shall be evidenced by a written stock option agreement to be prepared by
the Company and shall be issued pursuant to and in accordance with the terms and
conditions of the Company's Amended and Restated 1994 Stock Option Plan.

4.06 Additional Stock Options. In addition to the options
granted pursuant to Section 4.05, Executive shall be eligible to participate in
the Company's stock option plans, in accordance with the terms and conditions of
those plans. It is the intent of the Company, solely at the discretion of the
Board of Directors, to consider additional grants of stock options to Executive
from time to time, based on the Executive's performance, the performance of the
Company and the Company's capital needs.

5. Indemnification. The Company will indemnify the Executive (and his legal
representative or other successors) to the fullest extent permitted (including
payment of expenses in advance of final disposition of the proceeding) by the
laws of the State of Minnesota, as in effect at the time of the subject act or
omission, or the Articles of Incorporation and By-Laws of the Company as in

<PAGE>

effect at such time or on the date of this Agreement, whichever affords or
afforded greater protection to the Executive; and the Executive shall be
entitled to the protection of any insurance policies the Company may elect to
maintain generally for the benefit of its directors and officers, against all
costs, charges and expenses whatsoever incurred or sustained by him or his legal
representatives in connection with any action, suit or proceeding to which he
(or his legal representative or other successors) may be made a party by reason
of his being or having been a director, officer or employee of the Company or
any of its subsidiaries or his serving or having served any other enterprise as
a director, officer or employee at the request of the Company.

6. Confidential Information. Except as permitted or directed by the
Company's Board of Directors, during the term of this Agreement or at any time
thereafter, Executive shall not divulge, furnish or make accessible to anyone or
use in any way (other than in the ordinary course of the business of the
Company) any confidential or secret knowledge or information of the Company
which Executive has acquired or become acquainted with or will acquire or become
acquainted with prior to the termination of the period of his employment by the
Company, whether developed by Executive or by others, concerning any trade
secrets, confidential or secret designs, processes, formulae, plans, devices or
material (whether or not patented or patentable) directly or indirectly useful
in any aspect of the business of the Company, any customer or supplier lists of
the Company, any confidential or secret development or research work of the
Company, or any other confidential information or secret aspects of the business
of the Company. Executive acknowledges that the above-described knowledge or
information constitutes a unique and valuable asset of the Company and
represents a substantial investment of time and expense by the Company, and that
any disclosure or other use of such knowledge or information other than for the
sole benefit of the Company would be wrongful and would cause irreparable harm
to the Company. The foregoing obligations of confidentiality, however, shall not
apply to any knowledge or information which (i) is or becomes available to the
public other than as a result of disclosure by Executive, (ii) was available to
Executive on a nonconfidential basis prior to the disclosure to Executive by the
Company or (iii) becomes available to Executive on a nonconfidential basis from
a source other than the Company or its representatives.

7. Ventures. If, during the term of this Agreement, Executive is engaged in
or associated with the planning or implementing of any project, program or
venture involving the Company and a third party or parties, all rights in such
project, program or venture shall belong to the Company. Except as formally
approved by the Company's Board of Directors, Executive shall not be entitled to
any interest in such project, program or venture or to any commission, finder's
fee or other compensation in connection therewith other than the salary to be
paid to Executive as provided in this Agreement.

8. Noncompetition Covenant.

8.01 Agreement Not to Compete. Executive agrees that, during
the period of his employment by the Company and for a period of one (1) year
after the termination of such employment (whether such termination is with or
without "cause," or whether such termination is occasioned by Executive or the
Company), he shall not, directly or indirectly, within the United States:

<PAGE>

a. be employed by or provide advice or consulting services to, or
participate in (as owner, partner, stockholder, member,
venturer, director, governor, or the like) any business
engaged in the invention, design, development, marketing,
selling, distributing and/or manufacturing of products or
services that compete with products or services which are, at
the time of termination of this Agreement, (i) provided by the
Company to its customers, (ii) under development by the
Company, or (iii) under active negotiation by the Company to
purchase the rights for from another company;

b. solicit or recruit any individual employed by the Company for
the purpose of being employed by Executive or by any entity
on whose behalf he is acting as an agent, representative or
employee; or

c. influence or attempt to influence customers, suppliers, or
vendors of the Company or parties with which the Company does
business, to divert their business away from the Company.

8.02 Geographic Extent of Covenant. The obligations of
Executive under Section 8.01 shall apply to each and every state of the United
States of America.

8.03 Limitation on Covenant. Ownership by Executive, as a
passive investment, of less than five percent (5%) of the outstanding shares of
capital stock of any corporation listed on a national securities exchange or
publicly traded in the over-the-counter market shall not constitute a breach of
this Section 8.

8.04 Indirect Competition. Executive further agrees that,
during the term of this Agreement, he will not, directly or indirectly, assist
or encourage any other person in carrying out, directly or indirectly, any
activity that would be prohibited by the above provisions of this Section 8 if
such activity were carried out by Executive, either directly or indirectly; and
in particular Executive agrees that he will not, directly or indirectly, induce
any employee of the Company to carry out, directly or indirectly, any such
activity.

9. Patent and Related Matters.

9.01 Disclosure and Assignment. Executive will promptly
disclose in writing to the Company complete information concerning each and
every invention, discovery, improvement, device, design, apparatus, practice,
process, method, service, program or product, whether patentable or not, made,
developed, perfected, devised, conceived or first reduced to practice by
Executive, either solely or in collaboration with others, during the term of
this Agreement, whether or not during regular working hours, relating either
directly or indirectly to the business, products, practices, services, programs

<PAGE>

or techniques of the Company (hereinafter referred to as "Developments").
Executive, to the extent that he has the legal right to do so, hereby
acknowledges that any and all of said Developments are the property of the
Company and hereby assigns and agrees to assign to the Company any and all of
Executive's right, title and interest in and to any and all of such
Developments.

9.02 Limitation on Section 9.01. The provisions of Section
9.01 shall not apply to any Development meeting the following conditions:

(a) such Development was developed entirely on
Executive's own time, and

(b) such Development was made without the use of any
Company equipment, supplies, facility or trade secret
information; and

(c) such Development does not relate (i) directly to the
business of the Company, or (ii) to the Company's
actual or demonstrably anticipated research or
development, and

(d) such Development does not result from any work
performed by Executive for the Company.

9.03 Assistance of Executive. Upon request and without further
compensation therefor, but at no expense to Executive, and whether during the
term of this Agreement or thereafter, Executive will do all lawful acts,
including, but not limited to, the execution of papers and lawful oaths and the
giving of testimony, that in the opinion of the Company, its successors and
assigns, may be necessary or desirable in obtaining, sustaining, reissuing,
extending and enforcing United States and foreign patents, including but not
limited to, design patents, on any and all of such Developments, and for
perfecting, affirming and recording the Company's complete ownership and title
thereto, and to cooperate otherwise in all proceedings and matters relating
thereto.

9.04 Records. Executive will keep complete, accurate and
authentic accounts, notes, data and records of all Developments, except those
detailed in Section 9.02 above, in the manner and form requested by the Company.
Such accounts, notes, data and records shall be the property of the Company,
and, upon its request, Executive will promptly surrender same to it or, if not
previously surrendered upon its request or otherwise, Executive will surrender
the same, and all copies thereof, to the Company upon the conclusion of his
employment.

9.05 Obligations, Restrictions and Limitations. Executive
understands that the Company may enter into agreements or arrangements with
agencies of the United States Government, and that the Company may be subject to
laws and regulations which impose obligations, restrictions and limitations on
it with respect to inventions and patents which may be acquired by it or which
may be conceived or developed by employees, consultants or other agents
rendering services to it. Executive agrees that he shall be bound by all such
obligations, restrictions and limitations applicable to any such invention
conceived or developed by him during the term of this Agreement and shall take
any and all further action which may be required to discharge such obligations
and to comply with such restrictions and limitations.

<PAGE>

10. Termination.

10.01 Grounds for Termination. This Agreement shall terminate
prior to the expiration of the initial term set forth in Section 2 or any
extension thereof in the event that at any time during such initial term or any
extension thereof:

(a) Executive dies, or

(b) Executive becomes disabled (as defined below), or

(c) The Board of Directors of the Company elects to
terminate this Agreement for "cause" and notifies
Executive in writing of such election, or

(d) The Board of Directors of the Company elects to
terminate this Agreement without "cause" and notifies
Executive in writing of such election, or

(e) Executive elects to terminate this Agreement and
notifies the Company in writing of such election; or

(f) Executive elects to terminate this Agreement: (i) as
a result of a material breach by the Company of the
terms of this Agreement provided the Executive,
within thirty (30) days of such breach, gives written
notice to the Company describing in reasonable detail
such breach and the Company has failed to cure such
breach within thirty (30) days of such notice, or
(ii) at any time after 30 days following a "Change in
Control" as defined in Section 10.04.

If this Agreement is terminated pursuant to subsection (a) or (b) of this
Section 10.01, such termination shall be effective immediately. If this
Agreement is terminated pursuant to subsection (c), (d), (e) or (f) of this
Section 10.01, such termination shall be effective thirty (30) days after
delivery of the notice of termination.

10.02 "Cause" Defined.

(a) Executive has breached the provision of Section 6, 8
or 9 of this Agreement in any material respect, or

(b) Executive has engaged in willful and material
misconduct, or the willful and material failure to
perform Executive's duties as an officer or employee
of the Company (including as a result of Executive's
use of narcotics, liquor or illicit drug) and has
failed to "cure" such default within thirty (30) days
after receipt of written notice of default from the
Company, or

<PAGE>

(d) Executive has been convicted or has pleaded nolo
contendere to felony criminal conduct.

In the event that the Company terminates Executive's
employment for "cause" pursuant to subsection 10.01(c) and Executive objects in
writing to the Board's determination that there was proper "cause" for such
termination within twenty (20) days after Executive is notified of such
termination, the matter shall be resolved by arbitration in accordance with the
provisions of Section 11.01. If Executive fails to object to any such
determination of "cause" in writing within such twenty (20) day period, he shall
be deemed to have waived his right to object to that determination. If such
arbitration determines that there was not proper "cause" for termination, such
termination shall be deemed to be a termination pursuant to subsection 10.01(d)
and Executive's sole remedy shall be to receive the wage continuation benefits
contemplated by Section 10.07.

10.03 "Disability" Defined. As used in this Agreement,
Executive shall be deemed "disabled" if Executive suffers or incurs any disease,
injury or other physical or mental impairment or disorder which constitutes a
long-term disability under the disability income insurance policy then being
provided by the Company for Executive, or if no such policy is in force, by a
qualified physician selected by the Company and approved by the Executive or a
member of his immediate family.

10.04 "Change in Control" Defined. As used in this Agreement,
"Change in Control" shall mean a change in control which would be required to be
reported in response to item 6(e) on Schedule 14A of Regulation 14A promulgated
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
whether or not the Company is then subject to such reporting requirement,
including, without limitation, if:

(a) any person (as such term is used in Sections 13(d) and 14(d)
of the Exchange Act, including any affiliate or associate as
defined in Rule 12(b)-2 under the Exchange Act of such person,
other than the Company, any trustee or other fiduciary holding
securities under an employee benefit plan of the Company, or
any corporation owned, directly or indirectly, by the
stockholders of the Company in substantially the same
proportions as their ownership of stock of the Company)
becomes a "beneficial owner" (as defined in Rule 13d-3 under
the Exchange Act), directly or indirectly, of securities of
the Company representing 50% or more of the combined voting
power of the Company's then outstanding securities; or

(b) less than a majority of the Board of Directors is comprised
of the individuals described below; or

(c) the stockholders of the Company approve a definitive agreement
to merge or consolidate the Company with or into another

<PAGE>

corporation or other enterprise in which the holders of
outstanding stock of the Company entitled to vote in elections
of directors immediately before such merger or consolidation
hold less than 80% of the voting power of the survivor of such
merger or consolidation or its parent, or approve a plan of
liquidation; or

(d) at least 80% of the Company's assets are sold and transferred
to another corporation or other enterprise that is not a
subsidiary, direct or indirect, or other affiliate of the
Company.

"Board of Directors" shall, for purposes of Section 10.04, mean individuals who
on the date hereof constituted the Board of the Company, and any new director
who subsequently was elected or nominated for election by a majority of the
individuals who on the date hereof constituted the Board of Directors and those
individuals, if any, who were previously elected or nominated as provided for in
this paragraph.

10.05 Effect of Termination. Notwithstanding any termination
of this Agreement, Executive, in consideration of his employment hereunder to
the date of such termination, shall remain bound by the provisions of this
Agreement which specifically relate to periods, activities or obligations upon
or subsequent to the termination of Executive's employment.

10.06 Surrender of Records and Property. Upon termination of
his employment with the Company, Executive shall deliver promptly to the Company
all records, manuals, books, blank forms, documents, letters, memoranda, notes,
notebooks, reports, data, tables, calculations or copies thereof, in whatever
form maintained, including but not limited to electronic media, which are the
property of the Company or which relate in any way to the business, products,
services, practices or techniques of the Company, and all other property, trade
secrets and confidential information of the Company, including, but not limited
to, all documents which in whole or in part contain any trade secrets or
confidential information of the Company, which in any of these cases are in his
possession or under his control. This provision does not apply to records,
documents, etc., covering solely Developments described in Section 9.02 above.

10.07 Wage Continuation. If Executive's employment by the
Company is terminated by the Company pursuant to subsections 10.01(a), 10.01(b)
or 10.01(d) or by the Executive pursuant to subsection 10.01(f), the Company
shall continue to pay to Executive or his estate his then current base salary
(less any payments received by Executive from any disability income insurance
policy provided to him by the Company) and shall continue to provide health,
life and disability insurance benefits for Executive to the extent required by
law (except when Executive's employment is terminated pursuant to subsection
10.01(a)) through the earlier of (a) the date that Executive has obtained other
full-time employment, or (b) twelve (12) months from the date of termination of
employment. If this Agreement is terminated pursuant to subsection 10.01(c) or
10.01(e) or pursuant to Section 2, Executive's right to base salary and benefits
shall immediately terminate, except as may otherwise be required by applicable
law.

<PAGE>

11. Settlement of Disputes.

11.01 Arbitration. Except as provided in Section 11.02, any
claims or disputes of any nature between the Company and Executive arising from
or related to the performance, breach, termination, expiration, application, or
meaning of this Agreement or any matter relating to Executive's employment and
the termination of that employment by the Company shall be resolved exclusively
by arbitration to be held in Minneapolis, Minnesota in accordance with the
applicable rules then obtaining of the American Arbitration Association. The
parties shall select a mutually acceptable single arbitrator to resolve the
dispute or if they fail or are unable to do so, each side shall within the
following ten (10) business days select a single arbitrator and the two so
selected shall select a third arbitrator within the following ten (10) business
days. The fees of the arbitrator(s) and other costs incurred by Executive and
the Company in connection with such arbitration, including without limitation,
the reasonable attorneys fees of the prevailing party, shall be paid by the
party who is unsuccessful in such arbitration.

The decision of the arbitrator(s) shall be final and binding
upon both parties. Judgment of the award rendered by the arbitrator(s) may be
entered in any court having jurisdiction thereof. In the event of submission of
any dispute to arbitration, each party shall, not later than thirty (30) days
prior to the date set for hearing, provide to the other party and to the
arbitrator(s) a copy of all exhibits upon which the party intends to rely at the
hearing and a list of all persons each party intends to call at the hearing.

11.02 Resolution of Certain Claims - Injunctive Relief.
Section 11.01 shall have no application to claims by the Company asserting a
violation of Section 6, 8, 9 or 10.06 or seeking to enforce, by injunction or
otherwise, the terms of Section 6, 8, 9 or 10.06. Such claims may be maintained
by the Company in a lawsuit subject to the terms of Section 11.03. Executive
agrees that, in addition to, but not to the exclusion of any other available
remedy, the Company shall have the right to enforce the provisions of Sections
6, 8, 9 and 10.06 by applying for and obtaining temporary and permanent
restraining orders or injunctions from a court of competent jurisdiction without
the necessity of filing a bond therefor, and the Company shall be entitled to
recover from the Executive its reasonable attorneys' fees and costs in enforcing
the provisions of Section 6, 8, 9 or 10.06.

11.03 Venue. Any action at law, suit in equity, or judicial
proceeding arising directly, indirectly, or otherwise in connection with, out
of, related to or from this Agreement or any provision hereof, shall be
litigated only in the courts of the state of Minnesota, County of Hennepin.
Executive waives any right the Executive may have to transfer or change the
venue of any litigation brought against Executive by the Company.

11.04 Severability. To the extent any provision of this
Agreement shall be invalid or unenforceable, it shall be considered deleted
herefrom and the remainder of such provision and of this Agreement shall be
unaffected and shall continue in full force and effect. In furtherance and not
in limitation of the foregoing, should the duration or geographical extent of,
or business activities covered by, any provision of this Agreement be in excess
of that which is valid and enforceable under applicable law, then such provision

<PAGE>

shall be construed to cover only that duration, extent or activities which may
validly and enforceably be covered. Executive acknowledges the uncertainty of
the law in this respect and expressly stipulates that this Agreement be given
the construction which renders its provisions valid and enforceable to the
maximum extent (not exceeding its express terms) possible under applicable law.

12. Miscellaneous.

12.01 Governing Law. This Agreement is made under and shall
be governed by and construed in accordance with the laws of the state of
Minnesota.

12.02 Prior Agreements. This Agreement contains the entire
agreement of the parties relating to the employment of Executive by the Company
and the ancillary matters discussed herein and supersedes all prior agreements
and understandings with respect to such matters, and the parties hereto have
made no agreements, representations or warranties relating to such employment or
ancillary matters which are not set forth herein.

12.03 Withholding Taxes. The Company may withhold from any
benefits payable under this Agreement all federal, state, city or other taxes as
shall be required pursuant to any law or governmental regulation or ruling.

12.04 Amendments. No amendment or modification of this
Agreement shall be deemed effective unless made in writing and signed by the
both Executive and the Company.

12.05 No Waiver. No term or condition of this Agreement shall
be deemed to have been waived, nor shall there be any estoppel to enforce any
provisions of this Agreement, except by a statement in writing signed by the
party against whom enforcement of the waiver or estoppel is sought. Any written
waiver shall not be deemed a continuing waiver unless specifically stated, shall
operate only as to the specific term or condition waived and shall not
constitute a waiver of such term or condition for the future or as to any act
other than that specifically waived.

12.06 Assignment. This Agreement shall not be assignable, in
whole or in part, by either party without the written consent of the other
party.

12.07 Counterparts. This Agreement may be simultaneously
executed in any number of counterparts, and such counterparts executed and
delivered, each as an original, shall constitute but one and the same
instrument.

12.08 Captions and Headings. The captions and paragraph
headings used in this Agreement are for convenience of reference only, and shall
not affect the construction or interpretation of this Agreement or any of the
provisions hereof.

<PAGE>

IN WITNESS WHEREOF, Executive and the Company have executed this
Agreement as of the date set forth in the first paragraph.

ONELINK COMMUNICATIONS, INC.

By
Ronald Eibensteiner,
Chairman of the Board

Paul Lidsky

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

Optionee's Name and Address:

Paul Lidsky
18715 24th Ave
Plymouth, MN 55447

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

Grant Number: 1026
Date of Grant: September 2, 1997
Option Price Per Share: $1.00
Total Number of Shares Granted: 400,000
Total Price of Shares Granted: $400,000
Type of Option: Qualified
Incentive Stock Option: to the extent allowed by IRCss.422(d)
Term/Expiration Date: Ten (10) years/September 2, 2007

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

1.) 200,000 shares will vest at rate of 50,000 shares per year
according to the following schedule and shall vest immediately
in the event of a Change in Control as defined in Section 10.04
of Optionee's Employment agreement, if Executive is employed by
the Company on such dates:

50,000 shares September 2, 1998,
50,000 shares September 2, 1999,
50,000 shares September 2, 2000,
50,000 shares September 2, 2001, and

2.) 200,000 shall vest and may be exercisable, in whole or
in part no later than September 2, 2007 or earlier upon the
occurrence of the following events:

50,000 shares Effective at the end of the first
quarter in which the Company
experiences an operating profit,
50,000 shares Effective at the end of the second
of successive quarters in which
the Company experiences an operating
profit,
50,000 shares Effective at the end of the
first fiscal year in which the
Company experiences an operating
profit.
50,000 shares Effective at the end of the
second of successive fiscal year in
which the Company experiences an
operating profit.

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. 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:
Paul Lidsky 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.

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:
Ronald E. Eibensteiner, Chairman of the Board

<PAGE>

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:
Paul Lidsky

<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:
Amy Lidsky

<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.

Submitted By: Accepted By:

OPTIONEE ONELINK COMMUNICATIONS, INC.

By: By:
Paul Lidsky Ronald E. Eibensteiner, Chairman of the Board

Optionee Address: Address:
Paul Lidsky ONELINK COMMUNICATIONS, INC.
18715 24th Ave 10340 Viking Drive, Suite 150
Plymouth, MN 55447 Eden Prairie, MN 55344

<PAGE>

ONELINK COMMUNICATIONS, INC.

1994 STOCK OPTION PLAN
NOTICE OF STOCK OPTION GRANT

Optionee's Name and Address:

Paul Lidsky
18715 24th Ave
Plymouth, MN 55447

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

Grant Number: 1043
Date of Grant: Novmeber 19, 1997
Option Price Per Share: $1.50
Total Number of Shares Granted: 200,000
Total Price of Shares Granted: $300,000
Type of Option: Qualified
Incentive Stock Option: to the extent allowed by IRCss.422(d)
Term/Expiration Date: Ten (10) years/September 2, 2007

Vesting Schedule: This Option shall vest and may be exercisable, in
whole or in part no later than September 2, 2007 or earlier upon the
occurrence of the following events:

50,000 shares when (1) the closing price of the
Company's common stock exceeds $2.00 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 $2.00 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.

50,000 shares when (1) the closing price of the
Company's common stock exceeds $2.50 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 $2.50 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.

50,000 shares when (1) the closing price of the
Company's common stock exceeds $3.00 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 $3.00 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.

<PAGE>

50,000 shares when (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:

OPTIONEE OneLink Communications, Inc.

By: By:
Paul Lidsky Ronald E. Eibensteiner, Chairman of the Board

<PAGE>

1994 STOCK OPTION PLAN
STOCK OPTION AGREEMENT

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

<PAGE>

Dated: OPTIONEE

By:
Paul Lidsky

<PAGE>

CONSENT OF SPOUSE

Dated: SPOUSE OF OPTIONEE

By:
Amy Lidsky

<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.

Submitted By: Accepted By:

OPTIONEE ONELINK COMMUNICATIONS, INC.

By: By:
Paul Lidsky Ronald E. Eibensteiner, Chairman of the Board

Optionee Address: Address:
Paul Lidsky ONELINK COMMUNICATIONS, INC.
18715 24th Ave 10340 Viking Drive, Suite 150
Plymouth, MN 55447 Eden Prairie, MN 55344

Exhibit 23

Consent of Independent Auditors

We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-08007) pertaining to the OneLink Communications, Inc. 1994 Stock
Option Plan of our report dated February 27, 1998 with respect to the financial
statements of OneLink Communications, Inc. included in its Annual Report (Form
10-KSB) for the year ended December 31, 1997.

/s/ Ernst & Young LLP

Minneapolis, Minnesota
March 25, 1998

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