COLLEGELINK COM INCORP
8-K, 2000-03-03
COMPUTER PROGRAMMING SERVICES
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<PAGE>   1
                        SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC  20549


                                    FORM 8-K

                             CURRENT REPORT PURSUANT
                          TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                          Date of Report: February 17, 2000

                            COLLEGELINK.COM INCORPORATED
              (Exact Name of Registrant as Specified in its Charter)

<TABLE>
<S>                                <C>                   <C>
           DELAWARE                0-5388                16-0961436
  (State or Other Jurisdiction   (Commission           (IRS Employer
     of Incorporation)            File Number)         Identification No.)
</TABLE>

 55 Hammarlund Way, Middletown, RI                                       02842
(Address of Principal Executive Offices)                              (Zip Code)


       Registrant's Telephone number, including area code (401) 845-8800
              (Registrant's Telephone Number, Including Area Code)


ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS

    On February 17, 2000, CollegeLink.com Incorporated ("CollegeLink") acquired
Student Success, Inc. ("Student Success"). Student Success is a leading provider
of onsite high school and college preparatory programs for students and their
families under its Making College Count(R) and Making High School Count(TM)
trademarks. Through this channel, CollegeLink intends to continue to expand its
presence and awareness of its services with high school students. Student
Success presented its seminars to more than 215,000 students at about 900 high
schools and junior colleges nationwide last year. These programs were sponsored
by eight major consumer products companies.


         The acquisition was structured as a merger of Student Success into
CollegeLink Corporation, a wholly-owned subsidiary of Collegelink (the
"CollegeLink Sub"). As consideration for the acquisition, Student Success
stockholders received $300,000 in advance of the closing, and at the closing
each share of Student Success common stock was converted into (a) $2,200 in
cash and (b) 1,625 shares of CollegeLink Common Stock, plus cash for any
fraction of a share remaining after conversion. In the aggregate, the
stockholders of Student  Success received 1,620,000 shares of CollegeLink
Common Stock and $2,500,000 in cash. CollegeLink also assumed approximately
$200,000 of Student Success' liabilities in connection with the merger.

         Two principal stockholders of Student Success have become officers of
CollegeLink and the CollegeLink Sub. Patrick O'Brien, former President of
Student Success, has become Chief Executive Officer of both CollegeLink and the
<PAGE>   2
CollegeLink Sub. Bradford J. Baker, former Chief Operating Officer of Student
Success, has become Vice President - Sales and Marketing of both CollegeLink and
the CollegeLink Sub. Messrs. O'Brien and Baker each entered into employment
agreements with CollegeLink and each received options to purchase up to 200,000
shares of CollegeLink Common Stock, subject to certain vesting requirements.



ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

(a)  Financial Statements of business acquired.

         Financial statements of Student Success are incorporated by reference
to the Registrant's Amendment No. 4 to Form S-1, Registration Statement (Reg.
No. 333-85079,) filed with the SEC on January 20, 2000.

(b) Pro forma financial information

         Pro forma financial information is incorporated by reference to the
Registrant's Amendment No. 4 to Form S-1, Registration Statement (Reg. No.
333-85079), filed with the SEC on January 20, 2000.


INDEX TO EXHIBITS


<TABLE>
<CAPTION>
EXHIBIT     NO      DESCRIPTION
- -------     --      -----------

<S>        <C>     <C>
 X         2.1     Articles of Merger Merging Student Success, Inc. into
                   CollegeLink Corporation, dated February 17, 2000;

 X         2.2     Certificate of Merger Merging Student Success, Inc. with
                   and into CollegeLink Corporation, dated February 17, 2000;

(1)        2.3     Agreement and Plan of Merger dated as of October 20, 1999
                   by and among Cytation.com Incorporated, CollegeLink.com
                   Incorporated, Student Success, Inc., Bradford J. Baker,
                   Patrick S. O'Brien and the Patrick S. O'Brien Stock Trust.

 X         2.4     First Amendment to Agreement and Plan of Merger dated
                   February 15, 2000 by and among CollegeLink.com Incorporated,
                   CollegeLink Corporation, Student Success, Inc., Bradford J.
                   Baker, Patrick S. O'Brien and the Patrick S. O'Brien Stock
                   Trust.

 X         10.1    Amended and Restated Noncompetition and Employment
                   Agreement dated February 15, 2000, by and between
                   CollegeLink.com Incorporated and Patrick S. O'Brien.

 X         10.2    1999 Stock Option Plan Stock Option Agreement dated
                   February 10, 2000, by and between CollegeLink.com
                   Incorporated and Patrick S. O'Brien.

 X         10.3    Amended and Restated Noncompetition and Employment
                   Agreement dated February 15, 2000, by and between
                   CollegeLink.com Incorporated and Bradford J. Baker.
</TABLE>
<PAGE>   3
 X         10.4    1999 Stock Option Plan Stock Option Agreement dated
                   February 10, 2000, by and between CollegeLink.com
                   Incorporated and Bradford J. Baker.

- ------------------

x    Filed herewith.

(1)  Incorporated by reference to Exhibit No. 10.17 of the Registrant's
     Amendment No. 2 to Form S-1, Registration Statement, filed November 26,
     1999.


                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                            COLLEGELINK.COM INCORPORATED

DATE: March 3, 2000                         By:  /s/ Richard A. Fisher
                                                 ---------------------

                                            Name:   Richard A. Fisher
                                            Title:  Chairman



<PAGE>   1
                             ARTICLES OF MERGER

                                  MERGING

                           STUDENT SUCCESS, INC.
                          a Wisconsin corporation

                                    INTO

                          COLLEGELINK CORPORATION  (formerly named
                          a Delaware corporation   CollegeLink.com Incorporated)

     Pursuant to the provisions of the Wisconsin Business Corporation Law, the
undersigned corporations hereby certify the following:

     1.   STUDENT SUCCESS, INC., a Wisconsin corporation ("Student Success"),
shall merge with and into COLLEGELINK CORPORATION, a Delaware corporation
("CollegeLink"), and that CollegeLink shall be the surviving corporation (the
"Merger").

     2.   The Agreement and Plan of Merger (the "Merger Agreement") dated
October 20, 1999 among Student Success, Bradford Baker, Patrick S. O'Brien, the
Patrick S. O'Brien Stock Trust, CollegeLink.com Incorporated and CollegeLink
is attached hereto as Exhibit A.

     3.   The Merger Agreement was adopted and approved by Student Success and
CollegeLink in accordance with Sections 180.1103 of the Wisconsin Business
Corporation Law and Sections 251 and 252 of the Delaware General Corporation
Law, respectively.

     4.   The Merger shall become effective upon the effective date of the
filing of these Articles of Merger with the Secretary of State of the State of
Wisconsin.

     IN WITNESS WHEREOF, the parties hereto have caused these Articles of
Merger to be executed as of the 15th day of February, 2000 by their duly
authorized officers.

                                             STUDENT SUCCESS, INC.,
                                             a Wisconsin corporation


                                             By: /s/ Patrick S. O'Brien
                                                --------------------------
                                                Name:  Patrick S. O'Brien
                                                Title: President


                                             COLLEGELINK CORPORATION
                                             a Delaware corporation


                                             By: /s/ Ed Hayes
                                                --------------------------
                                                Name:  Ed Hayes
                                                Title: Vice President Finance
                                                       Treasurer

<PAGE>   1
                              CERTIFICATE OF MERGER

                                     Merging

                             STUDENT SUCCESS, INC.,
                             a Wisconsin corporation

                                  with and into

                             COLLEGELINK CORPORATION
                             a Delaware corporation

                       ----------------------------------

             Pursuant to Section 252 of the General Corporation Law
                            of the State of Delaware

                       ----------------------------------

         CollegeLink Corporation, a corporation duly organized and existing
under the laws of the State of Delaware ("Merger Sub"), does hereby certify as
follows:

         FIRST: An Agreement and Plan of Merger dated as of October 20, 1999,
among CollegeLink.com Incorporated, a Delaware corporation ("Parent"), Merger
Sub, Student Success, Inc., a Wisconsin corporation ("SSI"), Bradford J. Baker,
Patrick S. O'Brien and the Patrick S. O'Brien Stock Trust, as amended by a First
Amendment to Agreement and Plan of Merger dated as of the date hereof (as
amended, the "Merger Agreement"), setting forth the terms and conditions of the
merger of SSI with and into Merger Sub (the "Merger"), has been approved,
adopted, certified, executed and acknowledged by Merger Sub and SSI
(collectively, the "Constituent Corporations") in accordance with Section 252 of
the Delaware General Corporation Law ("DGCL"). The Merger Agreement was adopted
by the board of directors of the Merger Sub and without any vote of its
stockholders in accordance with DGCL Section 251(f) and all of the conditions
set forth in the first sentence of Section 251(f) have been satisfied.

         SECOND: The name of the corporation surviving the Merger (the
"Surviving Corporation") shall be CollegeLink Corporation.

         THIRD: The Certificate of Incorporation of the Surviving Corporation
shall be its Certificate of Incorporation.

         FOURTH: An executed copy of the Merger Agreement is on file at the
principal place of business of the Surviving Corporation at the following
address:

                           CollegeLink Corporation
                           c/o CollegeLink.com Incorporated
                           55 Hammarlund Way
                           Middletown, RI 02842



<PAGE>   2
         FIFTH: A copy of the Merger Agreement will be furnished by the
Surviving Corporation, on request and without cost, to any stockholder of either
Constituent Corporation.

         SIXTH: The authorized capital stock of SSI is 9,000 shares of common
stock, without par value per share.

         SEVENTH: The Merger shall become effective upon the filing of this
Certificate of Merger with the Secretary of State of the State of Delaware.

         IN WITNESS WHEREOF, CollegeLink Corporation has caused this Certificate
of Merger to be executed as of February 15, 2000.


                                                     COLLEGELINK CORPORATION



                                                     By:    /s/  Veronica Szewc
                                                     Name:  Veronica Szewc
                                                     Title: Secretary

                                       -2-


<PAGE>   1
                               FIRST AMENDMENT TO
                          AGREEMENT AND PLAN OF MERGER

         This First Amendment to Agreement and Plan of Merger (this "Amendment")
is made and entered into as of February 15, 2000, by and among (i)
CollegeLink.com Incorporated, a Delaware corporation (successor in interest of
Cytation.com Incorporated) (the "Parent"), (ii) CollegeLink Corporation, a
Delaware corporation (formerly named CollegeLink.com Incorporated) (the "Merger
Sub"), (iii) Student Success, Inc., a Wisconsin corporation (the "Company"), and
(iv) Bradford J. Baker ("Brad Baker"), Patrick S. O'Brien ("Pat O'Brien") and
the Patrick S. O'Brien Stock Trust (the "O'Brien Trust"; together with Brad
Baker and Pat O'Brien, the "Shareholders").

                                    RECITALS

         A. On October 20, 1999, the Company and the Shareholders entered into
an Agreement and Plan of Merger (the "Original Agreement") with Cytation.com
Incorporated, a New York corporation ("Cytation") and the Merger Sub.

         B. On November 2, 1999, the Merger Sub changed its name from
"CollegeLink.com Incorporated" to "CollegeLink Corporation".

         C. On November 16, 1999, Cytation merged into a special purpose,
wholly-owned subsidiary of Cytation named CollegeLink.com Incorporated (the
"Migratory Merger"). The corporation that survived the Migratory Merger acquired
and assumed by operation of law all of Cytation's assets and liabilities,
including Cytation's rights and obligations under the Original Agreement.

         D. Parent and the Shareholders desire to amend certain provisions of
the Original Agreement as set forth herein.

         NOW, THEREFORE, in consideration of the covenants and promises set
forth herein, and for other good and valuable consideration, the parties agree
as follows:

         1. Definitions. Capitalized terms used, but not defined, herein shall
have the meanings ascribed to them in the Original Agreement.

         2. Names.

                  (a) Parent. The preamble of the Original Agreement is hereby
amended by deleting "Cytation.com Incorporated, a New York corporation" and
inserting in its place "CollegeLink.com Incorporated, a Delaware corporation".

                  (b) Merger Sub. Section (ii) of the preamble of the Original
Agreement is hereby amended by deleting "CollegeLink.com Incorporated" and
inserting in its place
<PAGE>   2
"CollegeLink Corporation".


                  (c) Surviving Corporation. The final sentence of Section 1.1
of the Original Agreement is hereby amended by deleting "CollegeLink.com
Incorporated" and inserting in its place "CollegeLink Corporation".

         3. Officers and Directors. Section 1.5 of the Original Agreement is
hereby amended by deleting the final sentence thereof and inserting the
following sentence in its place:

         Pat O'Brien shall be the initial Chief Executive Officer of the
         Surviving Corporation and Brad Baker shall be the initial Vice
         President - Sales and Marketing of the Surviving Corporation, each to
         hold such office until their respective successors are duly elected or
         appointed and qualified.

         4. Effect on Capital Stock. Article 1 of the Original Agreement is
hereby amended by deleting Section 1.6 in its entirety and inserting the
following in its place:

                  1.6 Effect on Capital Stock. At the Effective Time, by virtue
         of the Merger and without any action on the part of Merger Sub, the
         Company or the holders of any of the Company's securities:

                           (a) Merger Consideration. Each share of Company
         Common Stock issued and outstanding immediately prior to the Effective
         Time except as provided in Sections 1.6(c) and 1.6(d) and any
         Dissenting Shares (as defined and to the extent provided in Section
         1.7(a)) will be canceled and extinguished and be converted
         automatically into the right to receive:

                                    (i)  a cash payment ("Cash Payment");  and

                                    (ii) the number of shares of Parent
                                         Common Stock equal to the Exchange
                                         Ratio.

         Such consideration is hereinafter sometimes collectively referred to as
         the "Merger Consideration."

                  The Exchange Ratio shall equal (i) 1,625,000, divided by (ii)
         the number of shares of Company Common Stock outstanding as of the
         Effective Time.

                  The Cash Payment shall equal (i) $2,200,000, less all expenses
         including, without limitation, all legal and accounting fees and
         expenses, of the Company and of the Shareholders relating to the
         transactions contemplated hereby (other than the payment of the
         reasonable expenses incurred by the Company for audit of its financial
         statements to be


                                     - 2 -
<PAGE>   3
         included in the Parent's pending registration statement (SEC File No.
         333-85079) and up to $50,000 for the Company's reasonable legal
         expenses), divided by (ii) the number of shares of Company Common Stock
         outstanding as of the Effective Time.

                           (b) Adjustments to Exchange Ratio. The Exchange Ratio
         shall be adjusted to reflect fully the effect of any stock split,
         reverse split, stock dividend (including any dividend or distribution
         of securities convertible into Parent Common Stock or Company Common
         Stock), reorganization, recapitalization or other like change with
         respect to Parent Common Stock or Company Common Stock occurring after
         the date of this Amendment and prior to the Effective Time.

                           (c) Fractional Shares. No fraction of a share of
         Parent Common Stock will be issued, but in lieu thereof each holder of
         shares of Company Common Stock who would otherwise be entitled to a
         fraction of a share of Parent Common Stock (after aggregating all
         fractional shares of Parent Common Stock to be received by such holder)
         shall receive from Parent an amount of cash (rounded to the nearest
         whole cent) equal to the product of (i) such fraction, multiplied by
         (ii) $4.00.

                           (d) Treasury Stock. Each outstanding share of Company
         Common Stock held by the Company as treasury stock immediately prior to
         the Effective time shall be canceled without payment.

         5. Expenses. Section 5.4 of the Original Agreement is hereby amended by
deleting the figure $25,000 and inserting in its place the figure $50,000.

         6. Payments Before Merger. Section 5.12 of the Original Agreement is
hereby amended by deleting all of the text after the heading and inserting the
following in its place:

         Parent paid the Shareholders (i) $100,000 on or about October 1, 1999,
         (ii) $100,000 on or about November 16, 1999, (iii) $100,000 on or about
         December 16, 1999, and $100,000 on or about January 15, 2000. The
         foregoing payments shall be retained by the Shareholders whether or not
         the Merger is consummated and shall not be credited against the Cash
         Payment.

         7. Representations and Warranties. Section 6.2 of the Original
Agreement is hereby amended by deleting Subsection (a) and inserting the
following in its place:

                           (a) Representations, Warranties and Covenants. The
         representations and warranties of Parent and Merger Sub in this
         Agreement shall be true and correct in all material respects on and as
         of the Effective Time as though such representations and warranties
         were made on and as of such time; provided, however, (i) that Section
         3.1 shall be qualified to acknowledge that Parent will be a Delaware
         corporation (as opposed to a New York corporation) at the Effective
         Time and (ii) that Section 3.5 shall be qualified to


                                     - 3 -
<PAGE>   4
         acknowledge the occurrence of the Migratory Merger on November 16,
         1999.

                  Each of Parent and Merger Sub shall have performed and
         complied in all material respects with all covenants, obligations and
         conditions of this Agreement required to be performed and complied with
         by it as of the Effective Time.


         8. Drop Dead Date. Section 9.1(d) of the Original Agreement is hereby
amended by deleting the date "January 15, 2000" and inserting in its place the
date "February 15, 2000". Section 9.4 is hereby amended by deleting the second
paragraph thereof in its entirety.

         9. Ratification, etc. The Original Agreement and all documents,
instruments and agreements related thereto, as amended hereby, are hereby
ratified and confirmed in all respects and shall continue in full force and
effect. The Original Agreement shall, together with this Amendment, be read and
construed as a single agreement.

         10. Governing Law. This Amendment shall be governed by, and shall be
construed and enforced in accordance with, the substantive laws of the State of
Delaware without regard to its principles of conflicts of laws.

         11. Execution in Counterparts. This Amendment may be executed in any
number of counterparts, each of which shall be deemed an original, but which
together shall constitute one instrument.



                [Remainder of the page intentionally left blank.]


                                     - 4 -
<PAGE>   5
         IN WITNESS WHEREOF, Parent, Merger Sub, and the Company and the
Shareholders have caused this Amendment to be signed by themselves or their duly
respective officers, all as of the date first written above.

                                             COLLEGELINK.COM INCORPORATED



                                             By:    /s/ Richard A. Fisher
                                             Name:  Richard A. Fisher
                                             Title: Chairman


                                             COLLEGELINK CORPORATION



                                             By:    /s/ Richard A. Fisher
                                             Name:  Richard A. Fisher
                                             Title: Chairman


                                             STUDENT SUCCESS, INC.



                                             By:  /s/   Patrick S. O'Brien
                                             Patrick S. O'Brien, President

                                             SHAREHOLDERS:


                                             /s/  Patrick S. O'Brien
                                             Patrick S. O'Brien


                                             /s/  Bradford J. Baker
                                             Bradford J. Baker


                                             /s/ William Keating
                                             Patrick S. O'Brien Stock Trust,
                                             William Keating, Trustee

                                       -6-


<PAGE>   1
                          COLLEGELINK.COM INCORPORATED

                              AMENDED AND RESTATED
                     NONCOMPETITION AND EMPLOYMENT AGREEMENT
                              (Patrick S. O'Brien)


         This Amended and Restated Noncompetition and Employment Agreement (this
"Agreement") is entered into as of February 15, 2000, by and between
CollegeLink.com Incorporated, a Delaware corporation (successor in interest to
Cytation.com Incorporated)(the "Company"), and Patrick S. O'Brien ("Executive").

         A. Executive is an officer, director and shareholder of Student
Success, Inc., a Wisconsin corporation ("SSI").

         B. SSI, CollegeLink Corporation ("Merger Sub), and the Company have
agreed to merge SSI with and into Merger Sub pursuant to an Agreement and Plan
of Merger dated as of October 20, 1999, as amended by a First Amendment to
Agreement and Plan of Merger dated as of the date hereof (as amended, the
"Merger Agreement").

         C. As a condition precedent to the closing of the Merger, Executive,
the Company and Merger Sub entered into a Noncompetition and Employment
Agreement on October 20, 1999 (the "Original Agreement").

         D. Executive and the Company desire to amend certain provisions the
Original Agreement as set forth herein;

         The Company and Executive hereby agree as follows:

         1. Employment. The Company is employing Executive, and Executive
accepts employment upon the terms and conditions set forth in this Agreement.
(As used throughout this Agreement, "Company" shall mean and include any and all
of its present and future subsidiaries and any and all subsidiaries of a
subsidiary). Executive warrants that he is free to enter into and perform this
Agreement and is not subject to any employment, confidentiality, non-competition
or other agreement which would restrict his performance under this Agreement.

         2. Duties. During the term of this Agreement, Executive's services
shall be exclusive to the Company, and he shall devote his entire business time,
attention and energies to the business of the Company and the duties to which
the Board of Directors of the Company shall assign him from time to time,
including the transition of the operations and employees of SSI to the Merger
Sub. Executive agrees to perform his services faithfully and to the best of his
ability and to carry out the policies and directives of the Company.
Notwithstanding the foregoing, the Executive may participate in community boards
and committees and in activities generally
<PAGE>   2
considered to be in the public interest, so long as such participation
and activities do not materially interfere with his duties hereunder.

         3. Title. During his employment hereunder, the Executive shall have the
position of Chief Executive Officer, or such other executive position as the
Board of Directors of the Company may determine.

         4. Term. The term of this Agreement shall commence on the date of the
closing of the Merger (the "Closing Date") and shall extend until the first
anniversary thereof, unless terminated sooner in accordance with Section 6 of
this Agreement.

         5. Compensation & Benefits.

                  (a) Salary. For all Executive's services and covenants under
this Agreement, the Company shall pay Executive an initial annual salary of
$125,000 payable in accordance with the Company's payroll policy in effect from
time to time.

                  (b) Stock Options. The Company will grant Executive incentive
stock options to purchase a total of 200,000 shares of the Company's common
stock at an exercise price of $4.00 per share, such options to be substantially
in the form of Exhibit A attached hereto.

                  (c) Benefits. Executive shall be entitled to all medical
insurance, vacation, sick leave, holidays and other fringe benefits in
accordance with Company policies made available from time to time to other
executives of the Company.

                  (d) Moving Expenses. In the event that the Company requires
Executive to relocate, the Company shall reimburse Executive for (i) all
reasonable and customary expenses incurred by Executive in connection with any
such relocation, (ii) temporary living expenses of (A) $3,000 per month for the
first four months that Executive is employed by the Company while maintaining a
primary residence outside of New England and (B) $5,000 per month for the fifth
and sixth months that Executive is employed by the Company while maintaining a
primary residence outside of New England, and (iii) any commission due to a real
estate broker in connection with the sale of the primary residence owned by
Executive on October 20, 1999. Executive shall submit to the Company a
reasonably detailed expense report as a condition to payment of any such
reimbursable expenses.

                  (e) Performance Bonus. The Company shall pay Executive a bonus
of $62,500 if at least 500,000 students attend the Company's "Making High School
Count" program during the 2000-2001 academic year. The Company shall pay
Executive a bonus of $62,500 if at least 1,000,000 students attend the Company's
"Making College Count" program during the 2000-2001 academic year. Any such
bonus shall be paid to Executive within 30 days after satisfaction of the
applicable condition precedent. In the event that Executive's employment is
terminated by the Company without cause (as defined in Section 6(a)) or by
Executive for Good


                                     - 2 -
<PAGE>   3
Reason (as defined in Section 6(e)) before satisfaction of the applicable
condition precedent for a bonus hereunder, Executive shall nonetheless be
entitled to such bonus if: (i) the applicable condition precedent is at least
75% satisfied at the time of termination and (ii) the applicable condition is
ultimately achieved thereafter.

         6. Termination of Employment. Notwithstanding any other provision of
this Agreement, the Executive's employment may be terminated:

                  (a) For Cause. By the Company for cause (as hereinafter
defined). For purposes of this Agreement cause shall mean: (i) failure or
refusal by the Executive (other than by reason of any disability, illness or
other incapacity) to perform his assigned duties for the Company, which failure
or breach continues for more than 10 days after written notice thereof is given
to the Executive; (ii) commission by the Executive of an act of dishonesty or
moral turpitude; or (iii) commission by the Executive of an act of fraud upon
the Company or an act materially evidencing bad faith toward the Company. In the
event of termination for cause, the Company will pay to the Executive accrued
but unpaid annual salary through the date of termination.

                  (b) For Disability. By the Company, upon 20 days' notice to
the Executive if he should be prevented by illness, accident or other disability
from discharging any of his material duties hereunder for thirty (30)
consecutive days or one or more periods totaling thirty (30) days, provided that
compliance with this paragraph shall be subject to the "Americans with
Disabilities Act" and the "Family and Medical Leave Act", or such other laws as
may be applicable to this Agreement. In the event of such termination of
Executive's employment, the Company's obligation to pay further compensation
hereunder shall cease forthwith, except that the Executive shall be entitled to
receive his accrued but unpaid annual salary for the period up to the last day
of the month in which such termination of employment occurred.

                  (c) Without Cause. By the Company, without cause, provided,
however, that if the Executive's employment is terminated pursuant to this
Section, the Executive shall continue to receive his annual salary as provided
in Section 5(a) until the first anniversary of the date of termination and
continued coverage in all group health and medical plans.

                  (d) By Resignation. By the Executive upon providing thirty
(30) days written notice to the Company, provided, however, that, in the event
of termination by resignation, the Company will pay to Executive accrued but
unpaid annual salary through the date of termination.

                  (e) For Good Reason. By the Executive for "Good Reason", which
shall consist solely of the following: (i) any demotion of Executive from the
highest office achieved by Executive at the Company, (ii) any failure of the
Company to entrust Executive with executive duties and responsibilities; or
(iii) a material breach by the Company of any provision of this Agreement which
continues for more than 30 days following written notice by the Executive to the
Company specifying such breach. In the event of termination under this Section,
the


                                     - 3 -
<PAGE>   4
Executive shall have no further obligations to the Company except his
obligations under Sections 7, 8, 9 and 10, and the Executive shall be entitled
to the severance benefit set forth in Section 6(c) above.

                  (f) By Death. In the event of the Executive's death during the
term of his employment, the Company's obligation to pay further compensation
hereunder shall cease forthwith, except that the Executive's legal
representative shall be entitled to receive his annual salary for the period up
to the last day of the month in which such death shall have occurred.

                  (g) By Mutual Agreement. By the mutual, written agreement of
the Company and the Executive.

                  (h) Release. The Company's obligation to make the severance
payments specified in Sections 6(c) or 6(e) are subject to the condition
precedent that the Executive execute and deliver to the Company a general
release, reasonably satisfactory in form to the Company's legal counsel, of all
claims that he may have against the Company or its officers, directory, agents,
employees, attorneys, accountants, or stockholders arising out of, or relating
to, this Agreement or his employment with the Company.

         7. All Business to be Property of the Company; Assignment of
Intellectual Property.

                  (a) Company Property. Executive agrees that any and all
presently existing business of the Company and all business developed by him or
any other executive of the Company, including, without limitation, all
contracts, fees, commissions, compensation, records, customer or client lists,
agreements and any other incident of any business developed, earned or carried
on by Executive for the Company is and shall be the exclusive property of the
Company, and (where applicable) shall be payable directly to the Company.

                  (b) Assignment of Rights. Executive hereby grants to the
Company (without any separate remuneration or compensation other than that
received by him from time to time in the course of his employment) his entire
right, title and interest throughout the world in and to, all research,
information, procedures, developments, inventions and improvements whether
patentable or non-patentable, patents and applications therefor, trademarks and
applications therefor, copyrights and applications therefor, programs, trade
secrets, plans, methods, and all other data and know-how (herein sometimes
"Intellectual Property") made, conceived, developed and/or acquired by him
solely or jointly with others during the period of his employment with SSI or
the Company, whether or not made, conceived, developed or acquired during
regular business hours or on the premises of, or using properties of, SSI or the
Company or in the regular scope of Executive's employment by SSI or the Company.
Set forth on Schedule A attached to this Agreement are descriptions of
inventions and copyrightable materials that the Executive has developed and
reduced to practice prior to commencement of his employment with SSI and that
are, accordingly, exempted from the provisions of this Section 7(b).


                                     - 4 -
<PAGE>   5
         8. Confidentiality. Except as necessary in performance of services for
the Company, Executive shall not, either during the period of his employment
with the Company or thereafter, use for his own benefit or disclose to or use
for the benefit of any person outside the Company, any information concerning
any Intellectual Property, or other confidential or proprietary information of
the Company, including, without limitation, any of the materials listed in
Section 7(a) or 7(b), whether Executive has such information in his memory or
embodied in writing or other tangible form. All originals and copies of any of
the foregoing, however and whenever produced, shall be the sole property of the
Company, not to be removed from the premises or custody of the Company without
first obtaining authorization of the Company, which authorization may be revoked
by the Company at any time. Upon the termination of Executive's employment in
any manner or for any reason, Executive shall promptly surrender to the Company
all copies of any of the foregoing, together with any documents, materials,
data, information and equipment belonging to or relating to the Company's
business and in his possession, custody or control, and Executive shall not
thereafter retain or deliver to any other person any of the foregoing or any
summary or memorandum thereof.

         9. Non-Competition Covenant. The Executive recognizes that the Company
provides its services and products throughout the world and would be
substantially injured by Executive competing with the Company as described below
in any part of the world and, therefore, Executive agrees and warrants that he
will not, unless acting with the Company's express prior written consent,
directly or indirectly, while an Executive of the Company and for a period of
two (2) years following termination of such employment, engage, anywhere in the
world and in any capacity, in any business or activity that competes with, or
involves preparation to compete with, that of the Company as it is at the time
of termination.

         Executive and the Company are of the belief that the period of time and
the area herein specified are reasonable in view of the nature of the business
in which the Company is engaged and proposes to engage, the state of its
business development and Executive's knowledge of this business. However, if
such period or such area should be adjudged unreasonable in any judicial
proceeding, then the period of time shall be reduced by such number of months or
such area shall be reduced by elimination of such portion of such area, or both,
as are deemed unreasonable, so that this covenant may be enforced in such area
and during such period of time as is adjudged to be reasonable.

         Executive acknowledges that his agreement to this non-competition
obligation is a material inducement to the Company to effect the Merger and that
Executive is to receive substantial value by reason of the Merger.

         10. Non-Solicitation Agreement. Executive agrees and covenants that he
will not, unless acting with the Company's express written consent, directly or
indirectly, during the term of this Agreement or for a period of two (2) years
thereafter (a) solicit, entice away or interfere with the Company's contractual
relationships with any customer, client, officer or Executive of the Company nor
(b) hire or assist another in the hiring of, or retain as a consultant or assist
another


                                     - 5 -
<PAGE>   6
in such retention, any such employee or any person who has been such an employee
within the six (6) month period before such hiring or retention; provided,
however, it shall not be deemed to be a violation of this covenant or the one
contained in Section 9 hereof if, after termination of Executive's employment
with the Company, Executive shall solicit sponsors for, or seek to do business
with, existing customers or sponsors of the Company for or on behalf of a
business which is not in competition with the Company.

         11. Notices. All notices and other communications hereunder shall be in
writing and shall be deemed to have been given upon the earlier of actual
receive or three days after having been mailed by first class mail, postage
prepaid, or twenty-four hours after having been sent by Federal Express or
similar overnight delivery services, as follows: (a) if to Executive, at Student
Success, Inc., 607 Redna Terrace, Suite 600, Cincinnati, OH 45215-9906, or to
such other person(s) or address(es) as Executive shall have furnished to the
Company in writing; and (b) if to the Company, at 55 Hammarlund Way, Middletown,
RI 02842, Attention: Richard A. Fisher, Chairman.

         12. Assignability. In the event that the Company shall be merged with,
or consolidated into, any other corporation, or in the event that it shall sell
and transfer substantially all of its assets to another corporation or entity,
the terms of this Agreement shall inure to the benefit of, and be assumed by,
the corporation resulting from such merger or consolidation, or to which the
Company's assets shall be sold and transferred. This Agreement shall not be
assignable by Executive.

         13. Entire Agreement. This Agreement contains the entire agreement
between the Company and Executive with respect to the subject matter hereof and
supersedes in all respects all prior agreements of any kind concerning the
subject matter hereof, including without limitation the Original Agreement.

         14. Equitable Relief. Executive recognizes and agrees that the
Company's remedy at law for any breach of the provisions of Sections 7, 8, 9 or
10 hereof may be inadequate, and he agrees that for breach of such provisions,
the Company shall, in addition to such other remedies as may be available to it
at law or in equity or as provided in this Agreement, be entitled to injunctive
relief and to enforce its rights by an action for specific performance. Should
Executive engage in any activities prohibited by, and material to, this
Agreement, he agrees to pay over to the Company all compensation, remuneration
or monies or property of any sort received in connection with such activities;
such payment shall not impair the right of the Company to pursue any rights,
remedies, obligations or liabilities of Executive which such parties may have
under this Agreement or applicable law.

         15. Amendments. This Agreement may not be amended, nor shall any
change, waiver, modification, consent or discharge be effected except by written
instrument executed by the Company and Executive.


                                     - 6 -
<PAGE>   7
         16. Severability. If any part of any term or provision of this
Agreement shall be held or deemed to be invalid, inoperative or unenforceable to
any extent by a court of competent jurisdiction, such circumstances shall in no
way affect any other term or provision of this Agreement, the application of
such term or provisions in any other circumstances, or the validity or
enforceability of this Agreement.

         17. Governing Law. This Agreement shall be governed by and construed
and enforced in accordance with the laws of The Commonwealth of Delaware.

         18. Confidentiality of this Agreement. The Executive shall not, either
during the period of his employment with the Company or at any time thereafter,
disclose to any person within or outside of the Company either the existence of
this Agreement or any of the terms and conditions contained within this
Agreement without first obtaining authorization of the Company, which
authorization may be withheld by the Company at any time and for any reason.


                  [Remainder of page intentionally left blank.]


                                      - 7 -
<PAGE>   8
         IN WITNESS WHEREOF, the parties hereto have executed or caused to be
executed this Amended and Restated Noncompetition and Employment Agreement as an
instrument under seal as of the date first above written.


                                             COLLEGELINK.COM INCORPORATED



                                             By:   /s/  Richard A.  Fisher
                                             Name: Richard A. Fisher
                                             Title:  Chairman



                                             EXECUTIVE



                                             /s/   Patrick S. O'Brien
                                             Patrick S. O'Brien


                                     - 8 -

<PAGE>   1
                          COLLEGELINK.COM INCORPORATED
                             1999 STOCK OPTION PLAN
                             STOCK OPTION AGREEMENT


         This Agreement is by and between CollegeLink.com Incorporated, a
Delaware corporation (the "Company"), and Patrick S. O'Brien (the "Optionee").

                              W I T N E S S E T H:

         1. Definitions. Whenever used herein, the following terms shall have
the meanings provided below:

         "Administrator" means the administrator of the Plan appointed pursuant
to Section 3 of the Plan.

         "Agreement" means this Stock Option Agreement.

         "Board" means the Board of Directors of the Company.

         "Change in Control" means (i) a consolidation or merger of the Company
with or into any other corporation, or any other entity or person, other than a
wholly-owned subsidiary of the Company, excluding any transaction in which the
stockholders of the Company immediately prior to the transaction will maintain
voting control or own at least 50% (in each case, in substantially the same
proportion as before such event) of the resulting entity after the transaction;
(ii) any corporate reorganization, including an exchange offer, in which the
Company shall not be the continuing or surviving entity resulting from such
reorganization, excluding any transaction in which the stockholders of the
Company immediately prior to the transaction will maintain voting control or own
at least 50% (in each case, in substantially the same proportion as before such
event) of the resulting entity after the transaction; or (iii) the sale of a
substantial portion of the Company's assets, which shall be deemed to occur on
the date that any one person, or more than one person acting as a group,
acquires (or has acquired during the 12 month period ending on the date of the
most recent acquisition by such person or persons) assets from the Company that
have a total fair market value equal to more than 75% of the total fair market
value of all the assets of the Company.

         "Closing Date" shall have the meaning given such term in the Employment
Agreement.

         "Common Shares" means shares of the Company's common stock, $.001 par
value.


<PAGE>   2

         "Employment Agreement" means that certain Amended and Restated
Noncompetition and Employment Agreement between the Company and the Optionee
dated as of the Closing Date.

         "Fair Market Value" has the meaning given such term in the Plan.

         "Grant Date" means the Closing Date.

         "Plan" means the CollegeLink.com Incorporated 1999 Key Executive Stock
Option Plan.

         2. Grant of Option. Effective as of the Grant Date, the Company hereby
awards to the Optionee, subject to the terms and conditions of the Plan, and the
terms and conditions contained herein, the right and option to purchase from the
Company all or any part of an aggregate of 200,000 Common Shares, at a purchase
price equal to $4.00 per share, such option to be exercised as hereinafter
provided. It is intended that the option evidenced hereby constitute an
incentive stock option within the meaning of Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code") to the maximum extent permitted by law. To
the extent that any portion of this option exceeds the limitations of Code
Section 422, or otherwise fails to qualify as an incentive stock option within
the meaning of Code Section 422, such portion shall be considered a
non-qualified stock option.

         3. Terms and Conditions. In addition to the terms and conditions
contained in the Plan, it is understood and agreed that the option evidenced
hereby is subject to the following additional terms and conditions:

            (a) Expiration Date. The option shall expire on the tenth
anniversary of the Grant Date, unless sooner terminated as provided herein.

            (b) Period of Exercise. Subject to the other terms of this Agreement
regarding the exercisability of this option, one-third of this option shall vest
and become exercisable upon the first anniversary of the Grant Date, and,
provided that Optionee remains employed by the Company, the remaining portion of
such option shall vest and become exercisable ratably on a monthly basis over
the two-year period commencing on the first anniversary of the Grant Date and
ending on the third anniversary of the Grant Date.

            (c) Acceleration of Vesting upon Change in Control. Notwithstanding
the foregoing, this option shall become exercisable in full immediately prior to
a Change in Control, subject to the provisions of subparagraph (e) hereof.

            (d) Termination of Option or Acceleration of Vesting by Reason of
Termination of Employment.

            (i) If Optionee's employment with the Company is terminated by the
Company during the term of the Employment Agreement or thereafter without Cause
(as defined in the


                                      -2-
<PAGE>   3

Employment Agreement) or by Optionee with Good Reason (as defined in the
Employment Agreement), this option shall become immediately exercisable in full
and shall terminate if not exercised within one year of the date of termination,
unless sooner terminated by reason of Paragraph 2(a) hereof.

            (ii) If Optionee's employment with the Company is terminated by
reason of death or Disability (as defined in the Employment Agreement) during
the term of the Employment Agreement or thereafter, any portion of this option
that is not vested and exercisable on the date of death or Disability by reason
of Paragraph 2(b) hereof shall immediately terminate, and any remaining portion
shall terminate if not exercised within one year of the date of death or
Disability, unless sooner terminated by reason of Paragraph 2(a) hereof.

            (iii) If Optionee voluntarily terminates employment with the Company
during the term of the Employment Agreement or thereafter without Good Reason,
any portion of this option that is not vested and exercisable on the date of
termination by reason of Paragraph 2(b) hereof shall immediately terminate, and
any remaining portion shall terminate if not exercised within three months from
the date of termination, unless sooner terminated by reason of Paragraph 2(a)
hereof.

            (iv) In the event Optionee's employment is terminated by the Company
for Cause during the term of the Employment Agreement or thereafter, or
subsequent to termination Optionee violates Sections 8, 9, or 10 of the
Employment Agreement as determined by a majority of the Board, any unexercised
portion of this option, whether exercisable pursuant to Paragraph 2(b) hereof or
not exercisable, shall become null and void upon action by the Administrator.
The Administrator's action shall be communicated in writing to the Optionee as
soon as practicable. In addition, the Administrator may, in its sole discretion,
by written notice demand that any or all stock certificates for Common Shares
acquired pursuant to the exercise of this option, or any profit realized from
the sale of such or transfer of such Common Shares, be returned to the Company
within five (5) days of receipt of such notice. Any exercise price paid by the
Optionee shall be returned to Optionee by the Company immediately thereafter,
without interest. The Company shall be entitled to reimbursement of reasonable
attorney fees and expenses incurred in seeking to enforce it rights under this
Paragraph 2(d)(iii).

            (e) Change in Control. In the event of a Change in Control, and
except as otherwise provided herein, this option shall become immediately
exercisable for a period of fifteen days or such longer period as the Company
may provide to any other option holder (the "notice period") immediately prior
to the scheduled consummation of such Change in Control, provided, however, that
the exercisability of and any exercise of this option during the notice period
shall be (i) conditioned upon the consummation of the Change in Control, and
(ii) effective only immediately before the consummation of such Change in
Control.

         Upon consummation of any such Change in Control, the Plan and any
unexercised portion of this option shall terminate. Notwithstanding the
foregoing, to the extent provision is made in


                                      -3-
<PAGE>   4

writing in connection with such Change in Control for the continuation of the
Plan and the assumption of this option, or for the substitution for this option
of new options covering the stock of a successor company, or a parent or
subsidiary thereof, with appropriate adjustments as to the number and kinds of
shares or units and exercise prices, then the Plan and this option shall
continue in the manner and under the terms contained herein, and the
acceleration and termination provisions set forth in the first two sentences of
this subparagraph (e) shall be of no effect. The Company shall send written
notice of a Change in Control to Optionee not later than the time at which the
Company gives notice thereof to its stockholders.

            (f) Exercise of Option. This option shall be exercised by submitting
a written notice to the Administrator signed by the Optionee and specifying the
number of Common Shares as to which the option is being exercised. Such notice
shall be accompanied by the payment of the full option price for the shares
being purchased. Payment shall be made in (i) cash or by check in a form
satisfactory to the Company, (ii) subject to the approval of the Administrator,
already-owned Common Shares (to the extent permitted by law), which shall be
valued for this purpose at the Fair Market Value of the Common Shares on the day
immediately preceding the date of transfer, or (iii) any combination of the
above. A certificate or certificates for the Common Shares purchased shall be
issued by the Company after the exercise of the option and payment therefor,
including provision for any federal and state withholding taxes, and other
applicable taxes.

            (g) Non-transferability. This option and all rights hereunder shall
be exercisable during the Optionee's lifetime only by the Optionee and shall be
non-assignable and non-transferable by the Optionee except, in the event of the
Optionee's death, by will or by the laws of descent and distribution. In the
event the death of the Optionee occurs, the representative or representatives of
the Optionee's estate, or the person or persons who acquire (by bequest or
inheritance) the rights to exercise this option in whole or in part, may
exercise this option prior to the expiration of the option as specified in
Paragraphs 3(a) and (d) above.

            (h) Modification or cancellation of option. The Administrator shall
have the authority to effect, at any time and from time to time, with the
consent of the Optionee, the modification of the terms of this option agreement
(subject to the limitations contained in the Plan).

            (i) No Rights as Stockholder. The Optionee shall have no rights as a
stockholder with respect to any Common Shares subject to this option prior to
the date of issuance to Optionee of a certificate or certificates for such
shares.

            (j) Compliance with Law and Regulations. This option and the
obligation of the Company to sell and deliver shares hereunder shall be subject
to all applicable federal and state laws, rules and regulations and to such
approvals by any government or regulatory agency as may be required. The Company
shall not be required to issue or deliver any certificates for Common Shares
prior to (i) the listing of such Common Shares on any stock exchange on which
the


                                      -4-
<PAGE>   5

Common Shares may then be listed, and (ii) the completion of any registration or
qualification of such Common Shares under any federal or state law, or any rule
or regulation of any government body which the Company shall, in its sole
discretion, determine to be necessary or advisable. Moreover, this option may
not be exercised if its exercise, or the receipt of Common Shares pursuant
thereto, would be contrary to applicable law.

            (k) No Right to Continued Employment. This option shall not confer
upon the Optionee any right with respect to continuance of employment by the
Company, nor shall it interfere in any way with the right of the Company to
terminate the Optionee's employment at any time.

            (l) Non-Competition. Optionee acknowledges and agrees that the award
of this option is conditioned upon and granted in consideration of Optionee's
agreement to abide by the provisions of Sections 8, 9, and 10 of the Employment
Agreement. In the event that Optionee's employment with the Company continues
after the expiration of the Employment Agreement pursuant to an "at-will"
employment relationship, any portion of this option that is not exercisable by
reason of Paragraph 2(b) hereof shall terminate upon the expiration of the
Employment Agreement, and any remaining portion will terminate if not exercised
within three months of such expiration (unless sooner terminated by reason of
Paragraph 2(a) hereof), unless Optionee enters into and agrees that his
"at-will" employment shall be bound and governed by a non-competition agreement
containing terms substantially similar to those contained in Sections 8, 9 and
10 of the Employment Agreement.

         4. Disqualifying Disposition of Common Shares. This Option shall not
qualify as an incentive stock option within the meaning of Code Section 422 if
the Common Shares acquired pursuant to the exercise of the option are sold or
transferred, other than by will or by the laws of descent and distribution,
within two years of the Grant Date or within one year after the issuance of the
Common Shares to the Optionee pursuant to such exercise.

         5. Optionee Bound by Plan. The Optionee hereby agrees to be bound by
all of the terms and provisions of the Plan. In the event of any inconsistency
between this Agreement and the terms of the Plan, the terms of the Plan shall
govern.

         6. Withholding Taxes. Optionee acknowledges and agrees that the Company
has the right to deduct from payments of any kind otherwise due to Optionee any
federal, state or local taxes of any kind required by law to be withheld with
respect to the exercise of this option hereunder.

         7. Notices. Any notice hereunder to the Company shall be addressed to
it at its principal business office, 55 Hammarlund Way, Middletown, RI 02842 and
any notice hereunder to the Optionee shall be sent to the address reflected on
the records of the Company, subject to the right of either party to designate at
any time hereafter in writing some other address.

                                      -5-
<PAGE>   6

         IN WITNESS WHEREOF, the Company has caused this Stock Option Agreement
to be executed by their duly authorized officers and the Optionee has executed
this Agreement this 10th day of February, 2000.



                                              COLLEGELINK.COM INCORPORATED

                                              By:  /s/Richard A. Fisher

                                              Name:  Richard A. Fisher
                                              Title: Chairman


                                              /s/   Patrick S. O'Brien
                                              Patrick S. O'Brien





                                      -6-

<PAGE>   1
                          COLLEGELINK.COM INCORPORATED

                              AMENDED AND RESTATED
                     NONCOMPETITION AND EMPLOYMENT AGREEMENT
                               (Bradford J. Baker)


         This Amended and Restated Noncompetition and Employment Agreement (this
"Agreement") is entered into as of February 15, 2000, by and between
CollegeLink.com Incorporated, a Delaware corporation (successor in interest to
Cytation.com Incorporated)(the "Company"), and Bradford J. Baker ("Executive").

         A. Executive is an officer, director and shareholder of Student
Success, Inc., a Wisconsin corporation ("SSI").

         B. SSI, CollegeLink Corporation ("Merger Sub), and the Company have
agreed to merge SSI with and into Merger Sub pursuant to an Agreement and Plan
of Merger dated as of October 20, 1999, as amended by a First Amendment to
Agreement and Plan of Merger dated as of the date hereof (as amended, the
"Merger Agreement").

         C. As a condition precedent to the closing of the Merger, Executive,
the Company and Merger Sub entered into a Noncompetition and Employment
Agreement on October 20, 1999 (the "Original Agreement").

         D. Executive and the Company desire to amend certain provisions the
Original Agreement as set forth herein;

         The Company and Executive hereby agree as follows:

         1. Employment. The Company is employing Executive, and Executive
accepts employment upon the terms and conditions set forth in this Agreement.
(As used throughout this Agreement, "Company" shall mean and include any and all
of its present and future subsidiaries and any and all subsidiaries of a
subsidiary). Executive warrants that he is free to enter into and perform this
Agreement and is not subject to any employment, confidentiality, non-competition
or other agreement which would restrict his performance under this Agreement.

         2. Duties. During the term of this Agreement, Executive's services
shall be exclusive to the Company, and he shall devote his entire business time,
attention and energies to the business of the Company and the duties to which
the President of the Company shall assign him from time to time, including the
transition of the operations and employees of SSI to the Merger Sub. Executive
agrees to perform his services faithfully and to the best of his ability and to
carry out the policies and directives of the Company. Notwithstanding the
foregoing, the Executive may participate in community boards and committees and
in activities generally considered to be


<PAGE>   2

in the public interest, so long as such participation and activities do not
materially interfere with his duties hereunder.

         3. Title. During his employment hereunder, the Executive shall have the
position of Vice President - Marketing and Sales, or such other executive
position as the Board of Directors of the Company may determine.

         4. Term. The term of this Agreement shall commence on the date of the
closing of the Merger (the "Closing Date") and shall extend until the first
anniversary thereof, unless terminated sooner in accordance with Section 6 of
this Agreement.

         5. Compensation & Benefits.

            (a) Salary. For all Executive's services and covenants under this
Agreement, the Company shall pay Executive an initial annual salary of $125,000
payable in accordance with the Company's payroll policy in effect from time to
time.

            (b) Stock Options. The Company will grant Executive incentive stock
options to purchase a total of 200,000 shares of the Company's common stock at
an exercise price of $4.00 per share, such options to be substantially in the
form of Exhibit A attached hereto.

            (c) Benefits. Executive shall be entitled to all medical insurance,
vacation, sick leave, holidays and other fringe benefits in accordance with
Company policies made available from time to time to other executives of the
Company.

            (d) Moving Expenses. In the event that the Company requires
Executive to relocate, the Company shall reimburse Executive for (i) all
reasonable and customary expenses incurred by Executive in connection with any
such relocation, (ii) temporary living expenses of (A) $3,000 per month for the
first four months that Executive is employed by the Company while maintaining a
primary residence outside of New England and (B) $5,000 per month for the fifth
and sixth months that Executive is employed by the Company while maintaining a
primary residence outside of New England, and (iii) any commission due to a real
estate broker in connection with the sale of the primary residence owned by
Executive on October 20, 1999. Executive shall submit to the Company a
reasonably detailed expense report as a condition to payment of any such
reimbursable expenses.

            (e) Performance Bonus. The Company shall pay Executive a bonus of
$62,500 if at least 500,000 students attend the Company's "Making High School
Count" program during the 2000-2001 academic year. The Company shall pay
Executive a bonus of $62,500 if at least 1,000,000 students attend the Company's
"Making College Count" program during the 2000-2001 academic year. Any such
bonus shall be paid to Executive within 30 days after satisfaction of the
applicable condition precedent. In the event that Executive's employment is
terminated by the Company without cause (as defined in Section 6(a)) or by
Executive for Good



                                      -2-
<PAGE>   3

Reason (as defined in Section 6(e)) before satisfaction of the applicable
condition precedent for a bonus hereunder, Executive shall nonetheless be
entitled to such bonus if: (i) the applicable condition precedent is at least
75% satisfied at the time of termination and (ii) the applicable condition is
ultimately achieved thereafter.

         6. Termination of Employment. Notwithstanding any other provision of
this Agreement, the Executive's employment may be terminated:

            (a) For Cause. By the Company for cause (as hereinafter defined).
For purposes of this Agreement cause shall mean: (i) failure or refusal by the
Executive (other than by reason of any disability, illness or other incapacity)
to perform his assigned duties for the Company, which failure or breach
continues for more than 10 days after written notice thereof is given to the
Executive; (ii) commission by the Executive of an act of dishonesty or moral
turpitude; or (iii) commission by the Executive of an act of fraud upon the
Company or an act materially evidencing bad faith toward the Company. In the
event of termination for cause, the Company will pay to the Executive accrued
but unpaid annual salary through the date of termination.

            (b) For Disability. By the Company, upon 20 days' notice to the
Executive if he should be prevented by illness, accident or other disability
from discharging any of his material duties hereunder for thirty (30)
consecutive days or one or more periods totaling thirty (30) days, provided that
compliance with this paragraph shall be subject to the "Americans with
Disabilities Act" and the "Family and Medical Leave Act", or such other laws as
may be applicable to this Agreement. In the event of such termination of
Executive's employment, the Company's obligation to pay further compensation
hereunder shall cease forthwith, except that the Executive shall be entitled to
receive his accrued but unpaid annual salary for the period up to the last day
of the month in which such termination of employment occurred.

            (c) Without Cause. By the Company, without cause, provided, however,
that if the Executive's employment is terminated pursuant to this Section, the
Executive shall continue to receive his annual salary as provided in Section
5(a) until the first anniversary of the date of termination and continued
coverage in all group health and medical plans.

            (d) By Resignation. By the Executive upon providing thirty (30) days
written notice to the Company, provided, however, that, in the event of
termination by resignation, the Company will pay to Executive accrued but unpaid
annual salary through the date of termination.

            (e) For Good Reason. By the Executive for "Good Reason", which shall
consist solely of the following: (i) any demotion of Executive from the highest
office achieved by Executive at the Company, (ii) any failure of the Company to
entrust Executive with executive duties and responsibilities; or (iii) a
material breach by the Company of any provision of this Agreement which
continues for more than 30 days following written notice by the Executive to the
Company specifying such breach. In the event of termination under this Section,
the


                                      -3-
<PAGE>   4

Executive shall have no further obligations to the Company except his
obligations under Sections 7, 8, 9 and 10, and the Executive shall be entitled
to the severance benefit set forth in Section 6(c) above.

            (f) By Death. In the event of the Executive's death during the term
of his employment, the Company's obligation to pay further compensation
hereunder shall cease forthwith, except that the Executive's legal
representative shall be entitled to receive his annual salary for the period up
to the last day of the month in which such death shall have occurred.

            (g) By Mutual Agreement. By the mutual, written agreement of the
Company and the Executive.

            (h) Release. The Company's obligation to make the severance payments
specified in Sections 6(c) or 6(e) are subject to the condition precedent that
the Executive execute and deliver to the Company a general release, reasonably
satisfactory in form to the Company's legal counsel, of all claims that he may
have against the Company or its officers, directory, agents, employees,
attorneys, accountants, or stockholders arising out of, or relating to, this
Agreement or his employment with the Company.

         7. All Business to be Property of the Company; Assignment of
Intellectual Property.

            (a) Company Property. Executive agrees that any and all presently
existing business of the Company and all business developed by him or any other
executive of the Company, including, without limitation, all contracts, fees,
commissions, compensation, records, customer or client lists, agreements and any
other incident of any business developed, earned or carried on by Executive for
the Company is and shall be the exclusive property of the Company, and (where
applicable) shall be payable directly to the Company.

            (b) Assignment of Rights. Executive hereby grants to the Company
(without any separate remuneration or compensation other than that received by
him from time to time in the course of his employment) his entire right, title
and interest throughout the world in and to, all research, information,
procedures, developments, inventions and improvements whether patentable or
non-patentable, patents and applications therefor, trademarks and applications
therefor, copyrights and applications therefor, programs, trade secrets, plans,
methods, and all other data and know-how (herein sometimes "Intellectual
Property") made, conceived, developed and/or acquired by him solely or jointly
with others during the period of his employment with SSI or the Company, whether
or not made, conceived, developed or acquired during regular business hours or
on the premises of, or using properties of, SSI or the Company or in the regular
scope of Executive's employment by SSI or the Company. Set forth on Schedule A
attached to this Agreement are descriptions of inventions and copyrightable
materials that the Executive has developed and reduced to practice prior to
commencement of his employment with SSI and that are, accordingly, exempted from
the provisions of this Section 7(b).




                                      -4-
<PAGE>   5


         8. Confidentiality. Except as necessary in performance of services for
the Company, Executive shall not, either during the period of his employment
with the Company or thereafter, use for his own benefit or disclose to or use
for the benefit of any person outside the Company, any information concerning
any Intellectual Property, or other confidential or proprietary information of
the Company, including, without limitation, any of the materials listed in
Section 7(a) or 7(b), whether Executive has such information in his memory or
embodied in writing or other tangible form. All originals and copies of any of
the foregoing, however and whenever produced, shall be the sole property of the
Company, not to be removed from the premises or custody of the Company without
first obtaining authorization of the Company, which authorization may be revoked
by the Company at any time. Upon the termination of Executive's employment in
any manner or for any reason, Executive shall promptly surrender to the Company
all copies of any of the foregoing, together with any documents, materials,
data, information and equipment belonging to or relating to the Company's
business and in his possession, custody or control, and Executive shall not
thereafter retain or deliver to any other person any of the foregoing or any
summary or memorandum thereof.

         9. Non-Competition Covenant. The Executive recognizes that the Company
provides its services and products throughout the world and would be
substantially injured by Executive competing with the Company as described below
in any part of the world and, therefore, Executive agrees and warrants that he
will not, unless acting with the Company's express prior written consent,
directly or indirectly, while an Executive of the Company and for a period of
two (2) years following termination of such employment, engage, anywhere in the
world and in any capacity, in any business or activity that competes with, or
involves preparation to compete with, that of the Company as it is at the time
of termination.

         Executive and the Company are of the belief that the period of time and
the area herein specified are reasonable in view of the nature of the business
in which the Company is engaged and proposes to engage, the state of its
business development and Executive's knowledge of this business. However, if
such period or such area should be adjudged unreasonable in any judicial
proceeding, then the period of time shall be reduced by such number of months or
such area shall be reduced by elimination of such portion of such area, or both,
as are deemed unreasonable, so that this covenant may be enforced in such area
and during such period of time as is adjudged to be reasonable.

         Executive acknowledges that his agreement to this non-competition
obligation is a material inducement to the Company to effect the Merger and that
Executive is to receive substantial value by reason of the Merger.

         10. Non-Solicitation Agreement. Executive agrees and covenants that he
will not, unless acting with the Company's express written consent, directly or
indirectly, during the term of this Agreement or for a period of two (2) years
thereafter (a) solicit, entice away or interfere with the Company's contractual
relationships with any customer, client, officer or Executive of the Company nor
(b) hire or assist another in the hiring of, or retain as a consultant or assist
another


                                      -5-
<PAGE>   6

in such retention, any such employee or any person who has been such an employee
within the six (6) month period before such hiring or retention; provided,
however, it shall not be deemed to be a violation of this covenant or the one
contained in Section 9 hereof if, after termination of Executive's employment
with the Company, Executive shall solicit sponsors for, or seek to do business
with, existing customers or sponsors of the Company for or on behalf of a
business which is not in competition with the Company.

         11. Notices. All notices and other communications hereunder shall be in
writing and shall be deemed to have been given upon the earlier of actual
receive or three days after having been mailed by first class mail, postage
prepaid, or twenty-four hours after having been sent by Federal Express or
similar overnight delivery services, as follows: (a) if to Executive, at Student
Success, Inc., 607 Redna Terrace, Suite 600, Cincinnati, OH 45215-9906, or to
such other person(s) or address(es) as Executive shall have furnished to the
Company in writing; and (b) if to the Company, at 55 Hammarlund Way, Middletown,
RI 02842, Attention: Richard A. Fisher, Chairman.

         12. Assignability. In the event that the Company shall be merged with,
or consolidated into, any other corporation, or in the event that it shall sell
and transfer substantially all of its assets to another corporation or entity,
the terms of this Agreement shall inure to the benefit of, and be assumed by,
the corporation resulting from such merger or consolidation, or to which the
Company's assets shall be sold and transferred. This Agreement shall not be
assignable by Executive.

         13. Entire Agreement. This Agreement contains the entire agreement
between the Company and Executive with respect to the subject matter hereof and
supersedes in all respects all prior agreements of any kind concerning the
subject matter hereof, including without limitation the Original Agreement.

         14. Equitable Relief. Executive recognizes and agrees that the
Company's remedy at law for any breach of the provisions of Sections 7, 8, 9 or
10 hereof may be inadequate, and he agrees that for breach of such provisions,
the Company shall, in addition to such other remedies as may be available to it
at law or in equity or as provided in this Agreement, be entitled to injunctive
relief and to enforce its rights by an action for specific performance. Should
Executive engage in any activities prohibited by, and material to, this
Agreement, he agrees to pay over to the Company all compensation, remuneration
or monies or property of any sort received in connection with such activities;
such payment shall not impair the right of the Company to pursue any rights,
remedies, obligations or liabilities of Executive which such parties may have
under this Agreement or applicable law.

         15. Amendments. This Agreement may not be amended, nor shall any
change, waiver, modification, consent or discharge be effected except by written
instrument executed by the Company and Executive.

                                      -6-
<PAGE>   7

         16. Severability. If any part of any term or provision of this
Agreement shall be held or deemed to be invalid, inoperative or unenforceable to
any extent by a court of competent jurisdiction, such circumstances shall in no
way affect any other term or provision of this Agreement, the application of
such term or provisions in any other circumstances, or the validity or
enforceability of this Agreement.

         17. Governing Law. This Agreement shall be governed by and construed
and enforced in accordance with the laws of The Commonwealth of Delaware.

         18. Confidentiality of this Agreement. The Executive shall not, either
during the period of his employment with the Company or at any time thereafter,
disclose to any person within or outside of the Company either the existence of
this Agreement or any of the terms and conditions contained within this
Agreement without first obtaining authorization of the Company, which
authorization may be withheld by the Company at any time and for any reason.


                  [Remainder of page intentionally left blank.]



                                      -7-
<PAGE>   8



         IN WITNESS WHEREOF, the parties hereto have executed or caused to be
executed this Amended and Restated Noncompetition and Employment Agreement as an
instrument under seal as of the date first above written.


                                           COLLEGELINK.COM INCORPORATED


                                           By:/s/  Richard A. Fisher
                                              Name:  Richard A. Fisher
                                                Title:  Chairman



                                           EXECUTIVE



                                           /s/Bradford J. Baker
                                           Bradford J. Baker



                                      -8-

<PAGE>   1
                          COLLEGELINK.COM INCORPORATED
                             1999 STOCK OPTION PLAN
                             STOCK OPTION AGREEMENT


         This Agreement is by and between CollegeLink.com Incorporated, a
Delaware corporation (the "Company"), and Bradford J. Baker (the "Optionee").

                              W I T N E S S E T H:

         1. Definitions. Whenever used herein, the following terms shall have
the meanings provided below:

         "Administrator" means the administrator of the Plan appointed pursuant
to Section 3 of the Plan.

         "Agreement" means this Stock Option Agreement.

         "Board" means the Board of Directors of the Company.

         "Change in Control" means (i) a consolidation or merger of the Company
with or into any other corporation, or any other entity or person, other than a
wholly-owned subsidiary of the Company, excluding any transaction in which the
stockholders of the Company immediately prior to the transaction will maintain
voting control or own at least 50% (in each case, in substantially the same
proportion as before such event) of the resulting entity after the transaction;
(ii) any corporate reorganization, including an exchange offer, in which the
Company shall not be the continuing or surviving entity resulting from such
reorganization, excluding any transaction in which the stockholders of the
Company immediately prior to the transaction will maintain voting control or own
at least 50% (in each case, in substantially the same proportion as before such
event) of the resulting entity after the transaction; or (iii) the sale of a
substantial portion of the Company's assets, which shall be deemed to occur on
the date that any one person, or more than one person acting as a group,
acquires (or has acquired during the 12 month period ending on the date of the
most recent acquisition by such person or persons) assets from the Company that
have a total fair market value equal to more than 75% of the total fair market
value of all the assets of the Company.

         "Closing Date" shall have the meaning given such term in the Employment
Agreement.

         "Common Shares" means shares of the Company's common stock, $.001 par
value.
<PAGE>   2
         "Employment Agreement" means that certain Amended and Restated
Noncompetition and Employment Agreement between the Company and the Optionee
dated as of the Closing Date.

         "Fair Market Value" has the meaning given such term in the Plan.

         "Grant Date" means the Closing Date.

         "Plan" means the CollegeLink.com Incorporated 1999 Key Executive Stock
Option Plan.

         2. Grant of Option. Effective as of the Grant Date, the Company hereby
awards to the Optionee, subject to the terms and conditions of the Plan, and the
terms and conditions contained herein, the right and option to purchase from the
Company all or any part of an aggregate of 200,000 Common Shares, at a purchase
price equal to $4.00 per share, such option to be exercised as hereinafter
provided. It is intended that the option evidenced hereby constitute an
incentive stock option within the meaning of Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code") to the maximum extent permitted by law. To
the extent that any portion of this option exceeds the limitations of Code
Section 422, or otherwise fails to qualify as an incentive stock option within
the meaning of Code Section 422, such portion shall be considered a
non-qualified stock option.

         3. Terms and Conditions. In addition to the terms and conditions
contained in the Plan, it is understood and agreed that the option evidenced
hereby is subject to the following additional terms and conditions:

                  (a) Expiration Date. The option shall expire on the tenth
anniversary of the Grant Date, unless sooner terminated as provided herein.

                  (b) Period of Exercise. Subject to the other terms of this
Agreement regarding the exercisability of this option, one-third of this option
shall vest and become exercisable upon the first anniversary of the Grant Date,
and, provided that Optionee remains employed by the Company, the remaining
portion of such option shall vest and become exercisable ratably on a monthly
basis over the two-year period commencing on the first anniversary of the Grant
Date and ending on the third anniversary of the Grant Date.

                  (c) Acceleration of Vesting upon Change in Control.
Notwithstanding the foregoing, this option shall become exercisable in full
immediately prior to a Change in Control, subject to the provisions of
subparagraph (e) hereof.

                  (d) Termination of Option or Acceleration of Vesting by Reason
of Termination of Employment.

                  (i) If Optionee's employment with the Company is terminated by
the Company during the term of the Employment Agreement or thereafter without
Cause (as defined in the Employment Agreement) or by Optionee with Good Reason
(as defined in the


                                     - 2 -
<PAGE>   3
Employment Agreement), this option shall become immediately exercisable in full
and shall terminate if not exercised within one year of the date of termination,
unless sooner terminated by reason of Paragraph 2(a) hereof.

                  (ii) If Optionee's employment with the Company is terminated
by reason of death or Disability (as defined in the Employment Agreement) during
the term of the Employment Agreement or thereafter, any portion of this option
that is not vested and exercisable on the date of death or Disability by reason
of Paragraph 2(b) hereof shall immediately terminate, and any remaining portion
shall terminate if not exercised within one year of the date of death or
Disability, unless sooner terminated by reason of Paragraph 2(a) hereof.

                  (iii) If Optionee voluntarily terminates employment with the
Company during the term of the Employment Agreement or thereafter without Good
Reason, any portion of this option that is not vested and exercisable on the
date of termination by reason of Paragraph 2(b) hereof shall immediately
terminate, and any remaining portion shall terminate if not exercised within
three months from the date of termination, unless sooner terminated by reason of
Paragraph 2(a) hereof.

                  (iv) In the event Optionee's employment is terminated by the
Company for Cause during the term of the Employment Agreement or thereafter, or
subsequent to termination Optionee violates Sections 8, 9, or 10 of the
Employment Agreement as determined by a majority of the Board, any unexercised
portion of this option, whether exercisable pursuant to Paragraph 2(b) hereof or
not exercisable, shall become null and void upon action by the Administrator.
The Administrator's action shall be communicated in writing to the Optionee as
soon as practicable. In addition, the Administrator may, in its sole discretion,
by written notice demand that any or all stock certificates for Common Shares
acquired pursuant to the exercise of this option, or any profit realized from
the sale of such or transfer of such Common Shares, be returned to the Company
within five (5) days of receipt of such notice. Any exercise price paid by the
Optionee shall be returned to Optionee by the Company immediately thereafter,
without interest. The Company shall be entitled to reimbursement of reasonable
attorney fees and expenses incurred in seeking to enforce it rights under this
Paragraph 2(d)(iii).

                  (e) Change in Control. In the event of a Change in Control,
and except as otherwise provided herein, this option shall become immediately
exercisable for a period of fifteen days or such longer period as the Company
may provide to any other option holder (the "notice period") immediately prior
to the scheduled consummation of such Change in Control, provided, however, that
the exercisability of and any exercise of this option during the notice period
shall be (i) conditioned upon the consummation of the Change in Control, and
(ii) effective only immediately before the consummation of such Change in
Control.

         Upon consummation of any such Change in Control, the Plan and any
unexercised portion of this option shall terminate. Notwithstanding the
foregoing, to the extent provision is made in


                                     - 3 -
<PAGE>   4
writing in connection with such Change in Control for the continuation of the
Plan and the assumption of this option, or for the substitution for this option
of new options covering the stock of a successor company, or a parent or
subsidiary thereof, with appropriate adjustments as to the number and kinds of
shares or units and exercise prices, then the Plan and this option shall
continue in the manner and under the terms contained herein, and the
acceleration and termination provisions set forth in the first two sentences of
this subparagraph (e) shall be of no effect. The Company shall send written
notice of a Change in Control to Optionee not later than the time at which the
Company gives notice thereof to its stockholders.

                  (f) Exercise of Option. This option shall be exercised by
submitting a written notice to the Administrator signed by the Optionee and
specifying the number of Common Shares as to which the option is being
exercised. Such notice shall be accompanied by the payment of the full option
price for the shares being purchased. Payment shall be made in (i) cash or by
check in a form satisfactory to the Company, (ii) subject to the approval of the
Administrator, already-owned Common Shares (to the extent permitted by law),
which shall be valued for this purpose at the Fair Market Value of the Common
Shares on the day immediately preceding the date of transfer, or (iii) any
combination of the above. A certificate or certificates for the Common Shares
purchased shall be issued by the Company after the exercise of the option and
payment therefor, including provision for any federal and state withholding
taxes, and other applicable taxes.

                  (g) Non-transferability. This option and all rights hereunder
shall be exercisable during the Optionee's lifetime only by the Optionee and
shall be non-assignable and non-transferable by the Optionee except, in the
event of the Optionee's death, by will or by the laws of descent and
distribution. In the event the death of the Optionee occurs, the representative
or representatives of the Optionee's estate, or the person or persons who
acquire (by bequest or inheritance) the rights to exercise this option in whole
or in part, may exercise this option prior to the expiration of the option as
specified in Paragraphs 3(a) and (d) above.

                  (h) Modification or cancellation of option. The Administrator
shall have the authority to effect, at any time and from time to time, with the
consent of the Optionee, the modification of the terms of this option agreement
(subject to the limitations contained in the Plan).

                  (i) No Rights as Stockholder. The Optionee shall have no
rights as a stockholder with respect to any Common Shares subject to this option
prior to the date of issuance to Optionee of a certificate or certificates for
such shares.

                  (j) Compliance with Law and Regulations. This option and the
obligation of the Company to sell and deliver shares hereunder shall be subject
to all applicable federal and state laws, rules and regulations and to such
approvals by any government or regulatory agency as may be required. The Company
shall not be required to issue or deliver any certificates for Common Shares
prior to (i) the listing of such Common Shares on any stock exchange on which
the


                                     - 4 -
<PAGE>   5
Common Shares may then be listed, and (ii) the completion of any registration or
qualification of such Common Shares under any federal or state law, or any rule
or regulation of any government body which the Company shall, in its sole
discretion, determine to be necessary or advisable. Moreover, this option may
not be exercised if its exercise, or the receipt of Common Shares pursuant
thereto, would be contrary to applicable law.

                  (k) No Right to Continued Employment. This option shall not
confer upon the Optionee any right with respect to continuance of employment by
the Company, nor shall it interfere in any way with the right of the Company to
terminate the Optionee's employment at any time.

                  (l) Non-Competition. Optionee acknowledges and agrees that the
award of this option is conditioned upon and granted in consideration of
Optionee's agreement to abide by the provisions of Sections 8, 9, and 10 of the
Employment Agreement. In the event that Optionee's employment with the Company
continues after the expiration of the Employment Agreement pursuant to an
"at-will" employment relationship, any portion of this option that is not
exercisable by reason of Paragraph 2(b) hereof shall terminate upon the
expiration of the Employment Agreement, and any remaining portion will terminate
if not exercised within three months of such expiration (unless sooner
terminated by reason of Paragraph 2(a) hereof), unless Optionee enters into and
agrees that his "at-will" employment shall be bound and governed by a
non-competition agreement containing terms substantially similar to those
contained in Sections 8, 9 and 10 of the Employment Agreement.

         4. Disqualifying Disposition of Common Shares. This Option shall not
qualify as an incentive stock option within the meaning of Code Section 422 if
the Common Shares acquired pursuant to the exercise of the option are sold or
transferred, other than by will or by the laws of descent and distribution,
within two years of the Grant Date or within one year after the issuance of the
Common Shares to the Optionee pursuant to such exercise.

         5. Optionee Bound by Plan. The Optionee hereby agrees to be bound by
all of the terms and provisions of the Plan. In the event of any inconsistency
between this Agreement and the terms of the Plan, the terms of the Plan shall
govern.

         6. Withholding Taxes. Optionee acknowledges and agrees that the Company
has the right to deduct from payments of any kind otherwise due to Optionee any
federal, state or local taxes of any kind required by law to be withheld with
respect to the exercise of this option hereunder.

         7. Notices. Any notice hereunder to the Company shall be addressed to
it at its principal business office, 55 Hammarlund Way, Middletown, RI 02842 and
any notice hereunder to the Optionee shall be sent to the address reflected on
the records of the Company, subject to the right of either party to designate at
any time hereafter in writing some other address.


                                     - 5 -
<PAGE>   6
         8. Delaware Law to Govern. This Agreement shall be construed and
administered in accordance with and governed by the laws of the State of
Delaware.

         IN WITNESS WHEREOF, the Company has caused this Stock Option Agreement
to be executed by their duly authorized officers and the Optionee has executed
this Agreement this 10th day of February, 2000.



                                             COLLEGELINK.COM INCORPORATED

                                             By:     /s/ Richard A. Fisher
                                             Name:  Richard A. Fisher
                                             Title:    Chairman


                                             /s/   Bradford J. Baker
                                             Bradford J. Baker


                                     - 6 -



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