
<PAGE>   1
                  CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY

                            SCHEDULE 14A INFORMATION
                PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

FILED BY THE REGISTRANT                      /X/
FILED BY A PARTY OTHER THAN THE REGISTRANT   / /


Check the appropriate box:

/ /  Preliminary Proxy Statement           / /  Confidential, For Use of the
                                                Commission Only (as permitted by
                                                Rule 14a-6(e)(2))

/X/  Definitive Proxy Statement

/ /  Definitive Additional Materials

/ /  Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

                          COLLEGELINK.COM INCORPORATED
                (NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
                                 NOT APPLICABLE
                   (NAME OF PERSON(S) FILING PROXY STATEMENT)

PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):

/ /  No fee required.

/ /  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

     1)  Title of each class of securities to which transaction applies:  n/a

     2)  Aggregate number of securities to which transaction applies:  n/a

     3)  Per unit price or other underlying value of transaction computed
         pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
         filing fee is calculated and state how it was determined):  n/a

     4)  Proposed maximum aggregate value of transaction:  $5,400,000

     5)  Total fee paid:  $1,080

/X/  Fee paid previously with preliminary materials.

/ /  Check box if any part of the fee is offset as provided by Exchange Act Rule
     0-11(a)(2) and identify the filing for which the offsetting fee was paid
     previously. Identify the previous filing by registration statement number,
     or the Form or Schedule and the date of its filing.

     1)  Amount Previously Paid:_____

     2)  Form, Schedule or Registration Statement No.:_____

     3)  Filing Party:_____

     4)  Date Filed: _____
<PAGE>   2
                          COLLEGELINK.COM INCORPORATED
                                251 THAMES STREET
                           BRISTOL, RHODE ISLAND 02809

Dear Stockholder:

         You are cordially invited to attend a special meeting of stockholders
of CollegeLink.com Incorporated. The meeting will be held at the offices of
Radin, Glass & Co., LLP, 360 Lexington Avenue, 22nd Floor, New York, New York
10017, on Tuesday, June 19, 2001, beginning at 8:30 A.M. local time.

         We will submit three proposals to our stockholders at the special
meeting. The first is a proposal to approve the sale of substantially all of
CollegeLink's assets to TMP Worldwide Inc. The second is a proposal to change
CollegeLink.com's name to "Cytation Corporation" if the sale of assets is
approved by the stockholders. The third is a proposal to adjourn the special
meeting if necessary to permit us to solicit additional proxies if there do not
appear to be sufficient votes to approve the proposed sale or the name change.
Information about the proposed sale and change of name is contained in the
attached proxy statement.

         The proposed purchase price is $5,400,000 in cash (subject to an
estimated purchase price reduction of approximately $1,600,000) plus the
assumption of approximately $2,000,000 in liabilities. CollegeLink has
separately entered into agreements with former officers Patrick O'Brien and
Bradford Baker that will require CollegeLink to pay them approximately $812,500
soon after the closing of the sale of assets. After taking into account the
estimated purchase price reduction of approximately $1,600,000 and the payments
to Messrs. O'Brien and Baker of approximately $812,500, the sale proceeds will
be reduced to approximately $2,987,500. If CollegeLink agrees to make the
$200,000 severance payment demanded by consultant Gerald Paxton, the proceeds
would be reduced to approximately $2,787,500. Except for a contingent liability
relating to a lawsuit recently initiated by the former stockholders of ECI,
Inc., CollegeLink will have no significant liabilities after the closing of the
proposed sale. CollegeLink will not distribute any of the sale proceeds to the
stockholders. If the proposed sale is consummated, CollegeLink (under its new
name Cytation Corporation) will examine business opportunities as they arise
including opportunities to acquire companies or develop new businesses. If the
proposed sale is not consummated, CollegeLink will have to liquidate and may
have to seek the protection of the bankruptcy courts.

         CollegeLink's common stock no longer trades on the American Stock
Exchange. The last trading day for our common stock on the American Stock
Exchange was May 21, 2001. CollegeLink's common stock currently trades on the
Nasdaq Over the Counter Bulletin Board under the trading symbol "CLGK".

         As a stockholder, your vote is important. We encourage you to execute
and return your proxy promptly whether you plan to attend the meeting or not so
that we may have as many shares as possible represented at the meeting.
Returning your completed proxy will not prevent you from voting in person at the
meeting prior to the proxy's exercise if you wish to do so. If you do wish to
attend the meeting in person, we ask that you notify CollegeLink at (401)
254-8800 so that appropriate arrangements can be made to accommodate all
stockholders wishing to attend. Thank you for your cooperation, continued
support and interest in CollegeLink.com Incorporated.

                                        Sincerely,


                                        Richard A. Fisher
                                        Chairman of the Board

                                    IMPORTANT
                      PLEASE MARK, SIGN AND DATE YOUR PROXY
                AND PROMPTLY RETURN IT IN THE ENCLOSED ENVELOPE.
<PAGE>   3
                               SUMMARY TERM SHEET

         This summary term sheet is intended to give you a summary description
of the material aspects of the proposed sale of substantially all of
CollegeLink's assets, as described in this proxy statement. You should review
the proxy statement and the appendices to it so that you can gain a more
complete understanding of the proposed transaction.

         In this proxy statement, "CollegeLink," "we," "us" and "our" refer to
CollegeLink.com Incorporated and its subsidiaries and predecessors, and
references to "CollegeLink.com" refer only to CollegeLink.com Incorporated, in
each case unless the context otherwise requires.

         PROPOSED TRANSACTION WITH TMP WORLDWIDE INC. (SEE PAGE 4). CollegeLink
has negotiated a sale of substantially all of CollegeLink's assets and
liabilities to TMP Worldwide Inc. ("TMP") for $5,400,000 (reduced as described
below) plus the assumption of approximately $2,000,000 of liabilities. Under the
asset purchase agreement:

                  -        CollegeLink will sell substantially all of its assets
                           (including all of its revenue generating assets) to
                           TMP. As of December 31, 2000, the book value of the
                           assets being sold was approximately $3,300,000.

                  -        TMP will pay $5,400,000 (reduced as described below)
                           in cash to CollegeLink.com and assume or pay
                           substantially all of CollegeLink's liabilities.

                  -        CollegeLink.com stockholders will not receive any
                           portion of the sale proceeds.

                  -        The purchase price will be reduced by an amount equal
                           to the difference between (i) the value of the
                           liabilities assumed by TMP at the closing and (ii)
                           the sum of the value of CollegeLink's tangible assets
                           at the closing, certain web site development costs of
                           $346,862 and certain payroll expenses of $512,000.
                           CollegeLink estimates that this adjustment mechanism
                           will result in a purchase price reduction of
                           approximately $1,600,000.

                  -        TMP will deposit into an escrow account an amount of
                           cash equal to 10% of the purchase price and deposit
                           into a second escrow account an amount of cash equal
                           to the product of $3,500,000 and a fraction whose
                           denominator is 1,012,676 and whose numerator is the
                           sum of the shares owned by the former stockholders of
                           ECI, Inc. who do not deliver releases to TMP at the
                           closing. The escrow will serve as security for
                           potential indemnity claims of TMP against
                           CollegeLink. Any cash in the first escrow account
                           that has not been claimed by TMP by the 18-month
                           anniversary of the closing will be released to
                           CollegeLink.com. Any cash that remains in the second
                           escrow account will be released to CollegeLink.com
                           after (i) CollegeLink has resolved the claims of the
                           former ECI stockholders, (ii) CollegeLink has
                           obtained releases from all of the former ECI
                           stockholders, or (iii) the expiration of the
                           applicable statutes of limitations for all claims
                           that could have been raised by the former ECI
                           stockholders against TMP.

                  -        As discussed below, CollegeLink has separately
                           entered into agreements with former officers Patrick
                           O'Brien and Bradford Baker that will require
                           CollegeLink to pay them approximately $812,500 soon
                           after the closing of the sale of assets. After taking
                           into account the estimated purchase price adjustment
                           discussed above and the payments to Messrs. O'Brien
                           and Baker, the sale proceeds will be reduced to
                           approximately $2,987,500. If CollegeLink agrees to
                           make the $200,000 severance payment demanded by
                           consultant Gerald Paxton, the proceeds would be
                           reduced to approximately $2,787,500. Except for a
                           contingent liability relating to a lawsuit recently
                           initiated by the former stockholders of ECI, Inc.,
                           CollegeLink will have no significant liabilities
                           after the closing of the proposed sale.

                  -        CollegeLink believes that, if the proposed
                           transaction is not completed, CollegeLink will have
                           to liquidate and may have to seek protection of the
                           bankruptcy courts.

         FAIRNESS OPINION (SEE PAGE 27). Roth Capital Partners, Inc. has
provided the board of directors of CollegeLink with its opinion that the
proposed sale of substantially all of CollegeLink's assets in exchange for
approximately $5,400,000 (reduced as described above) and the assumption of
liabilities is fair to CollegeLink from a financial point of view.

         CHANGE OF NAME (SEE PAGE 33). One of the assets to be transferred to
the buyer is CollegeLink.com's corporate name. If the stockholders approve the
sale of CollegeLink's assets, we intend to change CollegeLink.com's corporate
name to "Cytation Corporation".
<PAGE>   4
         USE OF PROCEEDS (SEE PAGE 27). If the proposed transactions with TMP is
consummated, CollegeLink's principal asset will be approximately $3,800,000 of
cash, the net proceeds of the sale. After the consummation of certain separate
transactions with former officers and current employees and consultants of
CollegeLink (discussed below), CollegeLink's cash will be reduced to
approximately $2,787,500. CollegeLink plans to examine business opportunities as
they arise including opportunities to acquire companies or develop new
businesses. CollegeLink's stockholders will be entirely dependent upon
management to identify and pursue business opportunities. CollegeLink has not
yet identified any specific acquisition opportunities. There can be no assurance
that management will be successful in identifying business opportunities or
acquisitions, or, if management does identify such opportunities, that it can
successfully complete them. The pro forma financial statements of CollegeLink,
after giving effect to the sale of assets, are included in this proxy statement.

         TRANSACTIONS WITH O'BRIEN, BAKER AND PAXTON (SEE PAGE 31). Patrick
O'Brien and Bradford Baker were the founders of Student Success, Inc., which was
acquired by CollegeLink on February 17, 2000 and currently operates as
CollegeLink's Making It Count division. Messrs. O'Brien and Baker served as
officers of CollegeLink until September 2000 and currently serve as consultants
to CollegeLink. TMP has made it a condition to the closing of the purchase
agreement that Messrs. O'Brien and Baker must enter into employment agreements
with TMP at the closing. If the sale of assets to TMP is consummated,
CollegeLink will (i) redeem the 1,625,000 shares of CollegeLink common stock
currently held by Messrs. O'Brien, Baker and a trust for the benefit of the
children of Mr. O'Brien for an aggregate of $600,000 in cash, (ii) pay $31,250
to each of Messrs. O'Brien and Baker to discharge certain performance bonus
obligations owed to them, (iii) pay $75,000 to each of them for their agreement
to accept employment with TMP, and (iv) pay bonuses to certain employees of the
Making It Count division in the aggregate amount of $125,000. The redemption
price of $.037 per share payable by CollegeLink for the shares of Common Stock
held by Messrs. Baker and O'Brien represents a premium of approximately $0.21
per share above CollegeLink's closing price on the date the purchase agreement
was first approved by CollegeLink's board of directors. Messrs. Baker and
O'Brien have agreed to vote all of the CollegeLink shares that they own or
control in favor of the sale of assets to TMP. The proposal to sell
CollegeLink's assets to TMP requires the affirmative vote of a majority of the
outstanding shares entitled to vote at the meeting. The shares owned or
controlled by Messrs. O'Brien and Baker represent approximately 9.8% of the
total number of shares that are eligible to be voted at the special meeting.

         Gerald Paxton was a founder of ECI, Inc., which was acquired by
CollegeLink on August 10, 1999. Mr. Paxton has served as a consultant of
CollegeLink since August 10, 1999. TMP has made it a condition to the closing of
the purchase agreement that Mr. Paxton must enter into a consulting agreement
with TMP at the closing. If the sale of assets to TMP is consummated, Mr. Paxton
expects CollegeLink to pay him approximately $200,000 in connection with the
termination of his consulting agreement with CollegeLink and for his agreement
to provide consulting services to TMP. CollegeLink has not yet agreed to make
any payment to Mr. Paxton.

         INTERIM FINANCING FROM TMP (SEE PAGE 33). TMP has advanced $925,000 to
CollegeLink in five installments since November 30, 2000. The first four
advances were negotiated separately and are evidenced by different notes that
all become due at the closing of the sale of assets. The fifth advance, for
$100,000, was made on March 20, 2001, under a $350,000 line of credit from TMP.
CollegeLink estimates that it will need to borrow an additional $225,000 to
support its operations through the closing. TMP has no obligation to make any
advances under the line of credit, but might do so upon the request of
CollegeLink, in TMP's sole discretion. Advances under the line of credit are due
on demand. Any advances from TMP that are not repaid at or before the closing of
the sale of assets will be assumed by TMP at the closing. As described in
"Proposed Transaction" above, the purchase price payable to CollegeLink will be
reduced by the amount that the assumed liabilities (including any advances from
TMP) exceed CollegeLink's tangible and certain other assets at the closing.

         STOCK EXCHANGES AND SYMBOLS (SEE PAGE 10 AND PAGE 14). CollegeLink's
common stock no longer trades on the American Stock Exchange. The last trading
day for our common stock on the American Stock Exchange was May 21, 2001.
CollegeLink's common stock currently trades on the Nasdaq Over the Counter
Bulletin Board under the trading symbol "CLGK". TMP's common stock trades on the
Nasdaq Stock Market under the symbol "TMPW". Neither CollegeLink nor any
CollegeLink stockholder will receive any TMP stock in connection with this
transaction.




                                     - ii -
<PAGE>   5
                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                   <C>
SUMMARY TERM SHEET .............................................................................        i

TABLE OF CONTENTS ..............................................................................      iii

PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS ............................................        1
         Introduction ..........................................................................        1
         Purpose of the Special Meeting ........................................................        1
         Solicitation; Expenses ................................................................        1
         Quorum ................................................................................        1
         Voting ................................................................................        2
         Record Date ...........................................................................        2
         Revoking a Proxy ......................................................................        2
         Summary of Proposals ..................................................................        2
         Reasons for the Special Meeting .......................................................        4
         Delisting from the American Stock Exchange ............................................        7
         Information about the Parties .........................................................        7
         Reasons for the Sale of CollegeLink's Assets ..........................................       10
         Background of the Transaction .........................................................       11
         Terms of the Transaction ..............................................................       16
         Use of Proceeds .......................................................................       19
         Opinion of Roth Capital Partners, Inc. ................................................       20
         No Changes to the Rights of Security Holders; No Dissenter's Rights ...................       22
         Federal Income Tax Consequences .......................................................       22
         Accounting Treatment ..................................................................       22

OTHER MATTERS ..................................................................................       23
         Transactions with O'Brien, Baker and Paxton ...........................................       23
         Corporate Name Change .................................................................       24
         Interim Financing from TMP ............................................................       24

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT .................................       25

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ..........       27
         Introduction ..........................................................................       27
         Results of Operations .................................................................       27
         Liquidity and Capital Resources .......................................................       28
         Certain Factors That May Affect Future Results ........................................       29
         Future Business of CollegeLink (or Cytation if the proposed transaction is consummated)       29

STOCKHOLDER PROPOSALS ..........................................................................       30

MISCELLANEOUS ..................................................................................       30

ADDITIONAL INFORMATION .........................................................................       30
INDEX TO FINANCIAL STATEMENTS ..................................................................      F-1

APPENDIX A - Amended and Restated Asset Purchase Agreement .....................................      A-1

APPENDIX B - Opinion Of Roth Capital Partners, Inc. ............................................      B-1
</TABLE>




                                     - iii -
<PAGE>   6
                          COLLEGELINK.COM INCORPORATED
                                251 THAMES STREET
                           BRISTOL, RHODE ISLAND 02809

                    NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
                            TO BE HELD JUNE 19, 2001

         CollegeLink.com Incorporated hereby gives notice that it will hold a
special meeting of stockholders at the offices of Radin, Glass & Co., LLP, 360
Lexington Avenue, 22nd Floor, New York, New York 10017, on Tuesday, June 19,
2001, beginning at 8:30 a.m. local time, for the following purposes:

         1.       To consider and act upon a proposal to approve and adopt the
                  amended and restated asset purchase agreement dated as of May
                  2, 2001, among TMP Worldwide Inc., CollegeLink.com
                  Incorporated and CollegeLink Corporation, as more fully
                  described in the accompanying proxy statement and in Appendix
                  A to the proxy statement, and the transactions contemplated by
                  the purchase agreement. If the purchase agreement is approved
                  by our stockholders, then we will transfer substantially all
                  of our assets and liabilities to TMP Worldwide Inc.

         2.       To consider and act upon a proposal to amend the certificate
                  of incorporation of CollegeLink.com Incorporated to change its
                  corporate name to "Cytation Corporation". If the sale of
                  assets and the name change are approved by the stockholders,
                  then we will change our corporate name to "Cytation
                  Corporation".

         3.       To consider and act upon a proposal to adjourn the special
                  meeting if necessary to permit further solicitation of proxies
                  if there are not sufficient votes at the time of the special
                  meeting to approve Proposals 1 and 2.

         4.       To transact such further business as may properly come before
                  the special meeting or any adjournment thereof.

         The board of directors has fixed the close of business on April 20,
2001 as the record date for the stockholders entitled to notice of, and to vote
at, the special meeting and any adjournment thereof. Only stockholders of record
on such date are entitled to notice of, and to vote at, the special meeting or
any adjournment thereof.

                                        By Order of the Board of Directors,



                                        Veronica G. Szewc
                                        Secretary


Bristol, Rhode Island
May 26, 2001


                           YOUR VOTE IS VERY IMPORTANT
              PLEASE SIGN AND RETURN THE ENCLOSED PROXY, WHETHER OR
                   NOT YOU PLAN TO ATTEND THE SPECIAL MEETING
<PAGE>   7
                          COLLEGELINK.COM INCORPORATED
                                251 THAMES STREET
                           BRISTOL, RHODE ISLAND 02809



                                 PROXY STATEMENT
                                       FOR
                         SPECIAL MEETING OF STOCKHOLDERS


                                  JUNE 19, 2001

INTRODUCTION

         This proxy statement and the enclosed form of proxy relates to the
special meeting of stockholders of CollegeLink.com Incorporated. The special
meeting will take place as follows:

                  Date:    Tuesday, June 19, 2001

                  Time:    8:30 a.m.

                  Place:   Radin, Glass & Co., LLP
                           360 Lexington Avenue, 22nd Floor
                           New York, New York 10017

         We are mailing this proxy statement and the enclosed form of proxy to
stockholders on or about May 26, 2001.

PURPOSE OF THE SPECIAL MEETING

         At the special meeting, we will submit to the stockholders three
proposals. The first is a proposal to approve the sale of substantially all of
CollegeLink's assets to TMP Worldwide Inc. ("TMP"). The second is a proposal to
change CollegeLink.com's name to "Cytation Corporation" if the sale of assets is
approved by the stockholders. The third is a proposal to adjourn the special
meeting if necessary to permit us to solicit additional proxies if there do not
appear to be sufficient votes to approve the proposed sale or the name change.
Information about the proposed sale and change of name is contained in this
proxy statement.

SOLICITATION; EXPENSES

         The board of directors of CollegeLink is soliciting proxies for the
special meeting and adjournments of the special meeting.

         We will bear the cost of solicitation of proxies. We will reimburse
banks, brokers, custodians, nominees and fiduciaries for reasonable expenses
they incur in sending these proxy materials to you if you are a beneficial
holder of our shares. We may request banks and brokers, in addition to mailing
these proxy materials, to take additional actions to solicit their customers who
have stock of CollegeLink registered in the name of a nominee. If so, we will
reimburse such banks and brokers for their reasonable out-of-pocket costs.

         Georgeson Shareholder Communications, Inc., a professional proxy
solicitation firm, will help us solicit proxies at an estimated cost to
CollegeLink of $6,500 plus expenses. Our officers and directors may also solicit
proxies after the original solicitation, by mail or telephone, for no additional
compensation.

QUORUM

         Our by-laws provide that a quorum at the special meeting will be at
least a majority of the outstanding shares entitled to vote at the meeting. We
will treat shares of voting capital stock represented by a properly signed and
returned proxy as present at the meeting for purposes of determining the
existence of a quorum at the meeting. We will count abstentions and broker
non-votes as present or represented for purposes of determining the existence of
a quorum. A broker non-vote occurs when a broker or nominee holding shares for a
beneficial owner does not vote on a proposal because the broker or nominee does
not have discretionary voting power and has not received instructions from the
beneficial owner with respect to that proposal.


                                     - 1 -
<PAGE>   8
VOTING

         We will follow your voting instructions as indicated on a properly
signed and returned proxy. We encourage you to vote on each proposal. If,
however, you sign and return the proxy but do not provide any voting
instructions, the person named in the proxy will vote signed proxies FOR each
proposal. The proxy holders will use their discretion on other matters that may
come before the meeting.

         The proposals to sell CollegeLink's assets and to change
CollegeLink.com's name each require the affirmative vote of holders of a
majority of the outstanding shares of our stock entitled to vote at the meeting.
Therefore, if you fail to return a proxy or attend the meeting, or if you
abstain from voting on the proposals, it will have the same effect as if you
voted your shares against the proposals.

         If a quorum is not present or represented at the time of the special
meeting, the stockholders and proxy holders who are present may be asked to vote
on a proposal to adjourn the meeting to permit further solicitation of proxies.
Any proposal to adjourn the meeting will require the affirmative vote of holders
of a majority of the outstanding shares that are voted upon the proposal.

         Our transfer agent will tabulate the votes through an automated system.

         We do not intend to submit any other proposals to the stockholders at
the special meeting. The board of directors was not aware, at a reasonable time
before mailing this proxy statement to stockholders, of any other business that
may properly be presented for action at the special meeting. If any other
business should properly come before the special meeting, shares represented by
all proxies received by us will be voted with respect thereto in accordance with
the best judgment of the persons named in the proxies.

RECORD DATE

         We have set 5:00 p.m. EST on April 20, 2001, as the record date for the
special meeting. Only stockholders of record as of that time are entitled to
notice of and to vote at the special meeting and any adjournments thereof. As of
the record date, the following shares of common stock and preferred stock were
issued and outstanding and entitled to the following number of votes:

<TABLE>
<CAPTION>
Class of Security          Number of Shares Outstanding          Number of Votes
-----------------          ----------------------------          ---------------
<S>                        <C>                                   <C>
Common Stock                        15,366,660                     15,366,660

Preferred Stock                      2,140,000                      1,140,000
</TABLE>


         The shares of common stock and series A preferred stock vote together
as a single class on the proposal. There are no shares of series B preferred
stock outstanding. The 1,000,000 shares of series C preferred stock that are
outstanding have no voting rights with respect to this transaction, but they are
convertible into common stock at the election of the holder of such shares. We
have no other voting securities. A total of 16,506,660 votes are eligible to be
cast at the meeting.

REVOKING A PROXY

         You may vote in person or by proxy. Your signing and returning a proxy
will not in any way affect your right to attend the meeting and vote in person.
You can revoke your proxy if you:

         -        Deliver, before the taking of the vote at the meeting, a
                  signed revocation letter dated later than the proxy, to Foley,
                  Hoag & Eliot LLP, One Post Office Square, Boston,
                  Massachusetts, 02109, Attention: David A. Broadwin, Esquire;
                  or

         -        Deliver, before the taking of the vote at the meeting, a
                  signed proxy dated later than the first one, to Georgeson
                  Shareholder Communications Inc., 17 State Street, 10th Floor,
                  New York, New York 10004; or

         -        Attend the meeting and vote in person or by proxy. Attending
                  the meeting alone will not revoke your proxy.

SUMMARY OF PROPOSALS

Proposal One - Proposed Sale of Assets

At the special meeting, the stockholders will be asked to consider and act upon
a proposal to approve the amended and restated asset purchase agreement dated as
of May 2, 2001, among TMP, CollegeLink.com and CollegeLink Corporation. The
purchase agreement

                                     - 2 -
<PAGE>   9
provides that CollegeLink will sell substantially all of its assets (including
all of its revenue generating assets) to TMP. The proposed purchase price is
$5,400,000 in cash (subject to an estimated purchase price reduction of
approximately $1,600,000) plus the assumption of approximately $2,000,000 in
liabilities. CollegeLink has separately entered into agreements with former
officers Patrick O'Brien and Bradford Baker that will require CollegeLink to pay
them approximately $812,500 soon after the closing of the sale of assets. After
taking into account the estimated purchase price reduction of approximately
$1,600,000 and the payments to Messrs. O'Brien and Baker of approximately
$812,500, the sale proceeds will be reduced to approximately $2,987,500. If
CollegeLink agrees to make the $200,000 severance payment demanded by consultant
Gerald Paxton, the proceeds would be reduced to approximately $2,787,500.
Separately, a group of CollegeLink stockholders commenced a class action lawsuit
against CollegeLink and its officers and directors on April 12, 2001, for claims
arising in connection with CollegeLink's acquisition of ECI, Inc. on August 10,
1999. (See "Legal Proceedings" on page 13.) If the former ECI stockholders were
able to prove every claim listed in their complaint, CollegeLink would have to
pay them all of the proceeds from the TMP transaction.

         The advantages of this proposal are that (1) it will permit us to
continue in business, (2) we expect it to provide us with approximately
$2,787,500 in cash after giving affect to an estimated purchase price adjustment
and post-closing payments by CollegeLink to CollegeLink-related parties, (3) the
transaction provides for TMP to assume approximately $2,000,000 of our
liabilities (including loans from TMP to CollegeLink, which are estimated to be
approximately $1,150,000 at the closing), and (4) we expect that with the
approximately $2,787,500 remaining after the TMP transaction and the
transactions with CollegeLink-related parties, we will be able to identify and
consummate one or more additional transactions which could bring some value to
the holders of common stock. In addition, our Board of Directors considered the
opinion of Roth Capital Partners, Inc. ("Roth Capital") that, subject to the
limitations and qualifications set forth in their opinion, the sale of
CollegeLink's assets to TMP is fair from a financial point of view.

         The disadvantages of this transaction are that (1) our common
stockholders will not receive any of the proceeds of this transaction, (2) we
will be obligated to use approximately $812,500 of the proceeds to make payments
to Messrs. O'Brien and Baker, the former chief executive officer and president,
respectively, of CollegeLink.com, and we might have to use approximately
$200,000 of the proceeds to make a payment to Gerald Paxton, a senior consultant
to CollegeLink, (3) we will have no remaining business and consequently will
have no source of revenues, and (4) we have not identified any specific
acquisitions or other transactions nor do we have any current plans to select
any particular industry or business.

         The proposal to sell CollegeLink's assets requires the affirmative vote
of holders of a majority of the outstanding shares of our stock entitled to vote
at the meeting. Messrs. O'Brien and Baker and a trust for the benefit of the
children of Mr. O'Brien are all parties to an agreement with CollegeLink
requiring them to vote all of their 1,625,000 shares in favor of the sale of
assets. These shares represent approximately 9.8% of the total number of shares
that are eligible to be voted at the special meeting.

         The CollegeLink board has unanimously approved the purchase agreement,
determined that the sale of CollegeLink's assets is in the best interests of
CollegeLink and its stockholders, and recommends that you vote for the sale of
CollegeLink's assets pursuant to the purchase agreement.

Proposal Two - Proposed Name Change

         At the special meeting, the stockholders will be asked to consider and
act upon a proposal to amend the certificate of incorporation of CollegeLink.com
Incorporated to change its corporate name to "Cytation Corporation". If the sale
of assets and the name change are approved by stockholders, then we will change
our corporate name to "Cytation Corporation".

         The CollegeLink name is one of the assets that TMP has agreed to
purchase. CollegeLink already has rights to the name Cytation Corporation and
this name is one of the few assets that CollegeLink will retain after the
closing. It is possible that the sale of assets will not close if you do not
vote for the amendment to change CollegeLink.com's name to "Cytation
Corporation".

         The CollegeLink board has unanimously approved the name change and
recommends that you vote in favor of changing the name of CollegeLink to
Cytation Corporation.

Proposal Three - Adjournment

         At the special meeting, the stockholders may be asked to consider and
act upon a proposal to adjourn the special meeting to permit the board to
solicit additional proxies in favor of the proposals to sell CollegeLink's
assets and change CollegeLink's name, if there do not appear to be sufficient
votes to approve these proposals at the time of the meeting.

         We are concerned that the period of time between the date on which we
were able to mail this proxy statement and the date for the special meeting (20
days, as required by Delaware law) is so short that many stockholders may be
unable to return their proxies in a

                                     - 3 -
<PAGE>   10
timely manner. We have deliberately chosen a short period of time because we
have very little working capital. If we do not have sufficient votes to approve
the proposed transaction, we would like to have the flexibility to adjourn the
meeting and continue to solicit proxies. One disadvantage of this proposal is
that stockholders who vote against the transactions may be outvoted when and if
the meeting is reconvened. One advantage of this proposal is that it maximizes
the opportunity for all stockholders to participate.

         The CollegeLink board recommends that you vote in favor of this
proposal.

REASONS FOR THE SPECIAL MEETING

Proposal One - Proposed Sale of Assets

         We propose to sell substantially all of our assets (including all of
our revenue generating assets) to TMP Worldwide Inc. ("TMP"). TMP is a publicly
traded company, and is one of the world's largest recruitment and advertising
agencies. The proposed purchase price is $5,400,000 in cash (subject to an
estimated purchase price reduction of approximately $1,600,000) and the
assumption of approximately $2,000,000 in liabilities. As discussed elsewhere in
this proxy statement, CollegeLink has separately entered into agreements with
former officers Patrick O'Brien and Bradford Baker that will require CollegeLink
to pay them approximately $812,500 soon after the closing of the sale of assets.
After taking into account the estimated purchase price reduction of
approximately $1,600,000 and the payments to Messrs. O'Brien and Baker of
approximately $812,500, the sale proceeds will be reduced to approximately
$2,987,500. If CollegeLink agrees to make the $200,000 severance payment
demanded by consultant Gerald Paxton, the proceeds would be reduced to
approximately $2,787,500. Except for a contingent liability relating to a
lawsuit recently initiated by the former stockholders of ECI, Inc., CollegeLink
will have no significant liabilities after the closing of the proposed sale.

         Most of the assets that we are selling to TMP were obtained by us in
connection with our acquisitions of ECI, Inc. on August 10, 1999 and Student
Success, Inc. on February 17, 2000. ECI's online college application business
became CollegeLink's online division and the Student Success offline, in-school,
student improvement business became CollegeLink's "Making It Count" division.
Our cost for the ECI acquisition was approximately $8,083,000, including the
assumption of $800,000 of liabilities and payment of 659,005 shares of our
common stock, 279,771 shares of our Series B Preferred Stock and $489 in cash.
Our cost for the Student Success acquisition was approximately $8,642,000,
including the assumption of $200,000 of liabilities and payment of 1,625,000
shares of common stock and $2,600,000 in cash. After subtracting the cost of all
of our assets (as amortized) from the total consideration that we expect to
receive from TMP (before the payment of post-closing obligations to
CollegeLink-related parties) we expect to incur a loss of approximately
$11,153,718 in connection with this transaction. The reasons for the decline in
the value of our assets include (1) the decreased demand for Internet-related
assets, (2) the sharp increase in the number of undercapitalized Internet
businesses that were offering to sell their assets, and (3) our lack of working
capital, which significantly limited our bargaining power.

         As previously announced, we have been looking for a buyer since
September 2000. When we signed a letter of intent with TMP on November 13, 2000,
we did not have enough cash to support operations at then-current levels beyond
December 15, 2000. After taking into account our financial condition, the
strength of the TMP offer, and all reasonable alternatives, our Board of
Directors determined that the sale of assets to TMP was in the best interests of
CollegeLink and its stockholders. CollegeLink will retain furniture and
equipment with an estimated value of less than $52,000, accounts receivable of
approximately $125,000, and the name "Cytation". CollegeLink expects that TMP
will assume, or CollegeLink will pay, all liabilities related to the businesses
being sold on or about the Closing Date. CollegeLink has no other material
liabilities.

         In determining whether or not to recommend the proposed transaction,
our Board of Directors considered our precarious financial condition. This
factor was among the most important of the factors considered by our Board of
Directors. As of November 30, 2000, we had $161,379 in cash and owed our vendors
approximately $750,000. Since December 15, 2000, we have been funding our
working capital needs from the collection of accounts receivable, loans from TMP
made between December 8, 2000 and March 20, 2001 (which currently aggregate
$925,000) and advances from our chairman, Richard Fisher, made between December
15, 2000 and March 8, 2001 (which currently aggregate approximately $100,000)
and by delaying payment of obligations to vendors. The advances from TMP are
secured by all the assets of our business.

         Our CollegeLink online division is generating a minimal amount of
revenue. We could not discontinue the services offered by this division because
of our ongoing obligations to colleges and college applicants during the
application season. This led the Board of Directors to consider a sale of the
entire business in order to avoid a situation in which we would sell our
revenue-generating Making it Count division and then potentially dissipate the
proceeds by funding losses at the online division. We believe that, if the
proposed transaction is not completed, either (1) TMP will foreclose on our
assets or (2) we will have to cease operations and liquidate and possibly seek
protection of the bankruptcy courts. In the event of bankruptcy, TMP or other
bidders might be able to acquire CollegeLink's assets at a price that is lower
than the price stated in the purchase agreement.


                                     - 4 -
<PAGE>   11
         Another important consideration was the strength of the TMP offer. TMP
is one of the world's largest recruitment and advertising agencies and one of
the world's largest executive search and selection firms. As of December 31,
2000, TMP had approximately $572,000,000 in cash and cash equivalents, as
disclosed on its quarterly report on Form 10Q for the quarter then ended. TMP's
common stock is traded on the Nasdaq Stock Market. We believe that TMP has the
financial resources to consummate the proposed transaction.

         We held discussions with several other possible buyers. One potential
buyer made it clear that it could not consider an acquisition of our business on
any terms for five or six months because it had just consummated a significant
acquisition. We believed that our financial condition was such that we could not
wait for five or six months. All but one of the other possible buyers were only
interested in purchasing the assets of our revenue generating Making It Count
division. For the reason noted above, we preferred not to sell our revenue
generating assets without also selling our online division. In any case, only
two potential buyers submitted firm offers for consideration by our board. One
of the potential buyers was TMP. The other was Youthstream Media Networks, Inc.
Youthstream made two offers for the assets of the Making It Count division.
Their first offer was rejected for several reasons discussed elsewhere in this
proxy statement, including because the proposed purchase price was too low and
the terms of the stock consideration were not satisfactory. Youthstream's second
offer was rejected because it was inferior to the TMP offer received one day
earlier. After considering all available offers and all other alternatives, the
board accepted the TMP offer.

         The advantages of this proposal are that (1) it will permit us to
continue in business, (2) we expect it to provide approximately $2,787,500 in
net proceeds (after costs of the transaction, including post-closing payments to
CollegeLink-related parties and the assumption or payment of substantially all
of our liabilities) to CollegeLink, (3) the transaction provides for TMP to
assume approximately $2,000,000 of our liabilities (including loans from TMP to
CollegeLink, which are estimated to be in the amount of approximately $1,150,000
at the closing), and (4) we expect that with the approximately $2,787,500
remaining after the closings of the TMP transaction and the transactions with
CollegeLink-related parties, we will be able to identify and consummate one or
more additional transactions which could bring some value to the holders of
common stock. In addition, our Board of Directors considered the opinion of Roth
Capital Partners, Inc. ("Roth Capital") that, subject to the limitations and
qualifications set forth in their opinion, the sale of CollegeLink's assets to
TMP is fair from a financial point of view.

         CollegeLink has no cash remaining. We are funding our current working
capital needs from the collection of accounts receivable, loans from TMP and
advances from Mr. Fisher and by delaying payment of obligations to vendors.
While we expect to request additional advances from TMP, TMP has no obligation
to make any additional advances. TMP's loans are secured by a blanket lien on
all of our assets. Mr. Fisher's loans are unsecured. We believe that our
creditors are waiting for the outcome of our proposed transaction with TMP to
determine whether or not to take action. If the proposed transaction is not
successfully consummated, we expect that either (1) TMP will foreclose on our
assets or (2) we will have to liquidate our business and may have to seek
protection of the bankruptcy courts, in which event we believe that the holders
of our common stock and preferred stock will not receive any payment in respect
of their securities. In the event of bankruptcy, TMP or other bidders might be
able to acquire CollegeLink's assets at a price that is lower than the price
stated in the purchase agreement.

         If the proposed transactions are consummated, our principal asset will
be approximately $2,787,500 of cash, which represents the net proceeds of the
sale after the assumption and payment of CollegeLink's liabilities. After the
proposed transaction our remaining assets will not be revenue generating and
will consist of minimal tangible assets, accounts receivable in the maximum
amount of $125,000, and the "Cytation" name. The pro forma financial statements
of CollegeLink after giving effect to the sale of assets are included in this
proxy statement. CollegeLink plans to examine business opportunities as they
arise, including opportunities to acquire companies, develop new businesses or
be acquired. CollegeLink's stockholders will be entirely dependent upon
management to identify and pursue business opportunities. There can be no
assurance that management will be successful in identifying business
opportunities or acquisitions, or, if management does identify such
opportunities, that it can successfully complete them.

         CollegeLink engaged Roth Capital to render an opinion as to the
fairness from a financial point of view to the CollegeLink stockholders of the
sale of CollegeLink's assets to TMP. Roth Capital, as part of its investment
banking services, is regularly engaged in the valuation of businesses in
connection with mergers and acquisitions, strategic transactions, negotiated
underwritings, private placements and also determines valuations for corporate
and other purposes. On May 2, 2001, Roth Capital rendered an opinion to the
CollegeLink board that, subject to the qualifications and limitations set forth
in the opinion, the sale of CollegeLink's assets to TMP is fair to the
CollegeLink stockholders from a financial point of view. No limitations were
placed on Roth Capital by the CollegeLink board with respect to the
investigation made or the procedures followed in preparing and rendering its
opinion.

         The disadvantages of this transaction are that (1) our common
stockholders will not receive any of the proceeds of this transaction, (2) we
will be obligated to use approximately $812,500 of the proceeds to make payments
to Messrs. O'Brien and Baker, the former chief executive officer and president,
respectively, of CollegeLink.com, and we might have to use approximately
$200,000 of the proceeds to make a payment to Gerald Paxton, a senior consultant
to CollegeLink, (3) we will have no remaining business and

                                     - 5 -
<PAGE>   12
consequently will have no source of revenues, and (4) we have not identified any
specific acquisitions or other transactions nor do we have any current plans to
select any particular industry or business.

         Our Board of Directors considered whether or not to liquidate
CollegeLink and distribute the proceeds to our stockholders. Our Board decided
that such a liquidation and distribution would not be in the best interests of
our common stockholders because our preferred stockholders have an aggregate
liquidation preference of approximately $8,600,000. As a result, assuming that
we have approximately $2,787,500 in net proceeds from the transaction, all of it
would be used to pay creditors and a portion of the $8,600,000 liquidation
preference of the holders of preferred stock.

         Of the proceeds of the proposed transaction, approximately $812,500
will be used to make payments to Mr. O'Brien, the former chief executive officer
of CollegeLink.com, and Mr. Baker, the former president of CollegeLink.com.
While CollegeLink was soliciting offers for its assets in the fall of 2000,
Messrs. O'Brien and Baker informed CollegeLink that they would only agree to
work for the ultimate buyer if CollegeLink agreed to share with them a portion
of the sale proceeds. After receiving the TMP offer, which was conditioned upon
the employment of Messrs. O'Brien and Baker, CollegeLink agreed to pay them 15%
of the proceeds from the sale of the Making It Count assets in exchange for all
of the shares of CollegeLink common stock that were owned or controlled by
either of them. CollegeLink and Messrs. O'Brien and Baker agreed that, for
purposes of determining payments to O'Brien and Baker, $4,000,000 of the
$5,400,000 purchase price was attributable to CollegeLink's Making It Count
division. Accordingly, CollegeLink has agreed to pay to Messrs. O'Brien and
Baker, from the proceeds of the sale of the Making It Count division to TMP,
$600,000 for their 1,625,000 shares. The redemption price of $.037 per share
payable by CollegeLink for the shares of Common Stock held by Messrs. O'Brien
and Baker represents a premium of approximately $0.21 per share above
CollegeLink's closing price on the date the purchase agreement was first
approved by CollegeLink's board of directors. CollegeLink also agreed to pay
$31,250 to each of Messrs. O'Brien and Baker to discharge certain performance
bonus obligations owed to them and $75,000 to each of them for their agreement
to accept employment with TMP. In addition, CollegeLink may have to use $200,000
of the proceeds to make a severance payment to Gerald Paxton, a senior
consultant to CollegeLink.

         In this transaction, we are proposing to sell all of our revenue
generating business. As a consequence, we will have no revenue generation for
the foreseeable future other than from interest earned on our invested cash. We
will, however, have expenses. We estimate our going forward expenses to be
approximately $63,000 per month. These expenses consist of salary and benefits
for three employees, insurance, our office lease and miscellaneous office
expenses. One disadvantage of the proposed transaction is that if we are not
able to identify and consummate another acquisition, we will eventually
dissipate all our assets and our common stockholders will not have received any
payments.

         We have not identified any specific acquisitions or other transactions
nor do we have any current plans to select any particular industry or business.
CollegeLink's stockholders will be entirely dependent upon management to
identify and pursue business opportunities. There can be no assurance that
management will be successful in identifying business opportunities or
acquisitions, or, if management does identify such opportunities, that it can
successfully complete them. If we are unsuccessful we will eventually dissipate
all of our assets and our common stockholders will not have received any
payments.

         One reason for the special meeting of stockholders is that Section 271
of the Delaware General Corporation Law requires stockholder approval for a sale
of all or substantially all of a company's assets. Also, your approval is a
condition to the completion of the sale, as provided in the purchase agreement
between CollegeLink and TMP.

         THE COLLEGELINK BOARD HAS UNANIMOUSLY APPROVED THE PURCHASE AGREEMENT,
DETERMINED THAT THE SALE OF COLLEGELINK'S ASSETS IS IN THE BEST INTERESTS OF
COLLEGELINK AND ITS STOCKHOLDERS, AND RECOMMENDS THAT YOU VOTE FOR THE SALE OF
COLLEGELINK'S ASSETS PURSUANT TO THE PURCHASE AGREEMENT.

Proposal Two - Proposed Name Change

         If you approve the sale of assets to TMP, we will ask you to approve an
amendment to CollegeLink.com's certificate of incorporation to change its name
to "Cytation Corporation".

         The CollegeLink name is one of the assets that TMP has agreed to
purchase. CollegeLink already has rights to the name Cytation Corporation and
this name is one of the few assets that CollegeLink will retain after the
closing. It is possible that the sale of assets will not close if you do not
vote for the amendment to change CollegeLink.com's name to "Cytation
Corporation".

         THE COLLEGELINK BOARD HAS UNANIMOUSLY APPROVED THE NAME CHANGE AND
RECOMMENDS THAT YOU VOTE IN FAVOR OF CHANGING THE NAME OF COLLEGELINK TO
CYTATION CORPORATION.


                                     - 6 -
<PAGE>   13
Proposal Three - Adjournment

         We are also asking you to approve an adjournment of the special meeting
to permit us to solicit additional proxies in favor of the proposals to sell
CollegeLink's assets and change CollegeLink's name, if there do not appear to be
sufficient votes to approve these proposals at the time of the meeting.

         We are concerned that the period of time between the date on which we
were able to mail this proxy statement and the date for the special meeting of
stockholders (20 days, as required under the law of Delaware) is so short that
many stockholders may be unable to return their proxies in a timely manner. We
have deliberately chosen a short period of time because we have no working
capital other than collection of accounts receivable and discretionary advances
occasionally provided by TMP. We think it is unlikely that we will be able to
obtain any financing other than from TMP, and TMP has no obligation to provide
us with any additional financing. If we do not have sufficient votes to approve
the proposed transaction, we would like to have the flexibility to adjourn the
meeting and continue to solicit proxies. One disadvantage of this procedure is
that stockholders who vote against the transactions may be outvoted when and if
the meeting is reconvened. One advantage of this procedure is that it maximizes
the opportunity for all stockholders to participate.

         THE COLLEGELINK BOARD RECOMMENDS THAT YOU VOTE IN FAVOR OF THIS
PROPOSAL.

DELISTING FROM THE AMERICAN STOCK EXCHANGE

         CollegeLink's common stock no longer trades on the American Stock
Exchange. The last trading day for our common stock on the American Stock
Exchange was May 21, 2001. CollegeLink had failed for many months to meet this
exchange's requirements for continued listing and initiated voluntary
proceedings for delisting in May 2001. CollegeLink's common stock currently
trades on the Nasdaq Over the Counter Bulletin Board under the trading symbol
"CLGK".

INFORMATION ABOUT THE PARTIES

         Collegelink.com Incorporated

         Our Company

         CollegeLink.com was incorporated under the laws of Delaware on November
1, 1999. CollegeLink.com is the surviving corporation of a merger that occurred
on November 16, 1999, between CollegeLink.com and Cytation.com Incorporated, a
New York corporation ("Cytation"). The primary purposes of this merger were to
change Cytation's name and reincorporate as a Delaware company. CollegeLink
expects that its common stock will trade on the Nasdaq Over the Counter Bulletin
Board on May 23, 2001, under a new trading symbol to be assigned to CollegeLink
on May 23, 2001.

         Cytation was incorporated in 1969 and was originally known as Stylex
Homes, Inc. Cytation conducted no business from 1992 until its March 5, 1999
merger with Cytation Corporation, a Rhode Island corporation formerly known as
Web Services International, Inc. ("WSI"). WSI was incorporated in 1996 to market
and host various forms of content on the World Wide Web and to provide dial-up
access to the Internet. In December 1999, WSI discontinued most of its Web
content development and distribution businesses and focused its operations on
the development of an online training system.

         CollegeLink made two significant acquisitions in fiscal year 2000 that
changed substantially the scope of its business operations. In August 1999, we
acquired ECI, Inc. ("ECI") through a merger into a subsidiary corporation. ECI,
which conducted business as CollegeLink, was an e-commerce company that supplied
products and services to college-bound students, their parents and colleges. In
February 2000, we acquired Student Success, Inc. ("Student Success") through a
merger into a subsidiary corporation. Student Success was 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.

         We sold our online Web hosting business, our online enterprise-wide
training management operating system and business known as "RollCall" and an
interest in our developmental online conferencing technology known as
"LearningEvent.net" in fiscal year 2000.

         As a result of these acquisitions and sales, we are now dedicated to
serving as a comprehensive high school and college resource. We provide a broad
range of offline and online services directed at high school students and their
parents, high school guidance counselors, college admissions officers and
corporations which target the teen marketplace.


                                     - 7 -
<PAGE>   14
         We offer three success-based, in school presentation programs to high
schools: "Making College Count(R)", "Making High School Count(TM)", and "Making
Your College Search Count(TM)." In addition, we offer an orientation program to
college freshman. These programs are sponsored by corporations seeking to reach
this demographic group and are offered free to high schools and students.

         In this transaction, we are proposing to sell all of our revenue
generating business including our Making It Count division. This division
accounted for approximately $1,366,000 in revenue for the fiscal year ended June
30, 2000, and $1,245,000 for the six month period ended December 31, 2000. As a
consequence, we will have no revenue generation for the foreseeable future. We
will, however, have expenses. We estimate our going forward expenses to be
approximately $65,000 per month. These expenses consist of salary and benefits
for three employees, insurance, our office lease and miscellaneous office
expenses. One disadvantage of the proposed transaction is that if we are not
able to identify and consummate another acquisition, we will eventually
dissipate all our assets and our common stockholders will not have received any
payments.

         Our Market

         There are about 13,800,000 high school students in the United States.
According to the National Center for Education Statistics, this number will
increase to more than 15,500,000 over the next four years. Each year about
3,200,000 applicants submit more than 7,000,000 applications for undergraduate
admission to nearly 3,400 U.S. colleges and universities. About 50% of these
students apply for some form of financial aid. According to the Department of
Education, it is expected that the total number of college bound students will
continue to increase each year for the foreseeable future. Based on industry
statistics, we believe colleges and universities spend about $3 billion annually
to recruit and enroll students.

         We believe our marketing programs and the data we collect from students
at our "Making It Count" presentation programs and through our web sites are of
substantial commercial interest to colleges and universities. Industry
statistics indicate that teens spend in excess of $150 billion annually on
discretionary purchases. We also believe that this spending power, coupled with
the popular view that buying habits are often established during the teenage
years, make our presentation programs of substantial commercial interest to our
corporate sponsors.

         Our Strategy

         Our strategy has been to leverage our face-to-face exposure to teens
and their parents as well as our relationships with guidance counselors and
college admissions professionals established one-on-one over the years to become
the leading offline and online resource for student success programs. We intend
to drive traffic from the classroom to our websites where we offer a broad range
of targeted success-based content and services. We plan to build our brand and
to reach an increasing number of high school students. We plan to continue to
add high schools, colleges and universities through on-campus direct sales calls
by sales personnel, corporate sponsorships, direct mailings, targeted periodical
advertising, online and broadcast advertising, partnerships and various
promotional campaigns.

         Our Relationships

         We have entered into arrangements with thousands of high schools
throughout the United States to offer our in-school presentation programs. We
have also developed relationships with more than 900 colleges and universities
to accept applications in their respective formats through our proprietary
CollegeLink(R) "one-to-many" college application software. We have an agreement
with PNC Bank, N.A., one of the largest student loan providers in the United
States, to provide certain financial products and services to college bound
students and their families through our CollegeLink.com Internet hub. We have an
agreement with U.S. News & World Report pursuant to which we are its exclusive
provider of online application services. We are continually seeking appropriate
relationships to expand our service and product offerings.

         Marketing and Sales

         Marketing. Our marketing plan is to leverage our relationships with
thousands of high schools and more than 900 colleges and universities to develop
the premier in-school resource and Internet hub for delivering the
success-oriented programs to the teen market. We are a company built on
relationships requiring years to develop through one-on-one presentations -- not
a technology company in search of relationships. As such, we believe we are
positioned to capitalize on the benefits of the Internet in very real ways.

         To serve our academic and corporate customers, we plan to continue to
develop both our in-school and online business segments, finding synergies where
they exist and leveraging each for the benefit of the other. We view our online
initiatives -- principally the collection and sale of data -- as the most
scaleable component of our business. We will use our in-school programs to drive
traffic to our web sites to enhance our online programs.


                                     - 8 -
<PAGE>   15
         Sales. The sale of corporate sponsorships for our "Making It Count"
presentation programs are direct, utilizing experienced account executive
employees. Commitments from high schools for in-school presentation programs are
arranged by telephone from our Cincinnati office. Sales of marketing programs to
colleges as well as adding colleges and universities to our basic membership
program are also direct, utilizing a younger group of account executives to
visit campuses in assigned regions. Data sales are planned to be through
strategic partners, which specialize in academic and corporate markets.

         Our Customers

         Although we have numerous customers which include large corporations,
colleges and universities, in the first five months of fiscal year 2001 Procter
& Gamble accounted for approximately 49% of CollegeLink's total revenue and
approximately 50% of the revenue from the "Making It Count" programs.

         Our Competition

         The market in which we operate is very competitive. We face direct
competition for our college application service from a number of sources, the
most significant of which are Apply!, Embark.com, CollegeNet, CollegeQuest and
XAP. Apply!, owned by The Princeton Review, provides a CD-based college
application product to students, primarily through a high school distribution
scheme. Embark.com, CollegeNet, CollegeQuest and XAP are companies which allow
students to complete and submit college applications electronically. Our
CollegeLink(R) service also faces competition from traditional print media
companies such as The Princeton Review, Petersons, a subsidiary of Thomson
Corporation, and Kaplan Educational Centers, which provide offline information
and resources such as self-help guides on college admission and selection, and
from software companies already providing packaged software to educational
institutions and professionals. Some of these companies have already moved to
provide these resources on the Internet. We also face competition from
educational not-for-profit and membership organizations such as ACT and The
College Board(R) which already provide significant online information and other
resources to students. The College Board(R) has announced plans to provide a
broad range of college admissions, test preparation and related services on the
Internet.

         Our in school presentation programs face competition from a variety of
sources including other providers of self-help and educational programs such as
Kaplan, Barrons, Princeton Review, Houghton Mifflin and Learning Forum. While we
have relationships with more than 900 colleges and universities and have
significant exposure to large numbers of high school students and their families
through our success-based in school presentation programs, we expect that these
factors will not prevent additional competitors from entering the markets in
which we operate with competing products and services. There are numerous
websites available which offer resources to the high school and college-bound
student market. Our current or future competitors may have greater resources,
including contacts in the educational industry, than we currently have at our
disposal. Our competitors may be more able to react more quickly to changes in
technology in our industry and/or to expend greater time and funds than we can
to develop and promote their products or services. Increased competition could
result in pricing pressures, reduced margins or the failure of our products and
services to achieve or maintain market acceptance.

         Our Employees

         As of December 31, 2000, we employed 63 persons full-time. None of our
employees is represented by a union and we have never experienced a work
stoppage. We consider our relations with our employees to be good.

         Our Properties

         Our headquarters is located in Bristol, Rhode Island, where we occupy
1,500 square feet pursuant to a lease that expires in December 2002. We also
lease 3,200 square feet in Middletown, Rhode Island pursuant to a lease that
expires in September 2001. No rent is payable under the Middletown lease after
September 2000. CollegeLink also leases 6,800 square feet of office space and
2,000 square feet of warehouse space in Cincinnati, Ohio, from which it operates
and administers all of its "Making It Count" programs. CollegeLink believes that
these existing facilities are adequate to meet its current foreseeable
requirements or that suitable additional or substitute space will be available
on commercially reasonable terms.

         Our corporate headquarters is at CollegeLink.com Incorporated, 251
Thames Street, Bristol, Rhode Island 02809. The telephone number at our
corporate office is (401) 254-8800, and the facsimile number is (401) 254-2844.
CollegeLink's websites are www.CollegeLink.com and www.makingit-count.com.


                                     - 9 -
<PAGE>   16
         Legal Proceedings

         On April 12, 2001, a group of CollegeLink.com stockholders commenced
class action litigation against CollegeLink.com in the Suffolk County Superior
Court in Massachusetts. The case is captioned Theodore G. Johnson, et al. vs.
CollegeLink.com Incorporated, et al. The putative class of plaintiffs is
purportedly comprised of the 48 former stockholders of ECI, Inc., which was
acquired by CollegeLink on August 10, 1999. The putative class claims damages of
approximately $3,500,000 (which could possibly be doubled or trebled if the
class proves a violation of the Massachusetts consumer protection act). The
claims purportedly arise from the failure of CollegeLink.com and its officers
and directors to register for resale the shares of CollegeLink.com that were
issued to the putative class members in connection with the 1999 acquisition of
ECI, Inc. The putative class alleges that such registration was required by a
registration agreement dated as of August 10, 1999, among CollegeLink.com and
the former ECI stockholders.

         CollegeLink intends to vigorously defend itself against all of the
claims raised in the complaint and intends to assert counterclaims against the
putative class representatives and to implead additional defendants. The
putative class asked the court for an order to impound the net proceeds that
CollegeLink receives from its proposed transaction with TMP. After considering
written arguments and oral arguments presented on April 18, 2001, the court
decided on April 19, 2001 to reject the complaining stockholders' request for
preliminary relief. On May 7, 2001, the court approved CollegeLink's proposal to
postpone all discovery by the class until after the closing of the TMP
transaction in exchange for CollegeLink's commitment to put $1,000,000 of the
proceeds of the TMP transaction in escrow for 75 days after the closing of the
TMP transaction. If the putative class proves its claims for money damages, or
if the parties agree to a settlement, CollegeLink would have to pay the claims
from the $2,787,500 of net proceeds (after payments to CollegeLink-related
parties) from the proposed sale of its assets to TMP, thereby directing all, or
a portion, of the proceeds to the 48 plaintiffs.

         There are no pending claims against us regarding infringement of any
patents or other intellectual property rights of others. We are not a party to
any material pending legal proceedings, other than ordinary routine litigation
incidental to our business.

         TMP Worldwide Inc.

         TMP's Business

         TMP has built Monster.com(SM) (http://www.monster.com) into the
Internet's leading career destination portal. TMP is also one of the world's
largest recruitment advertising agencies and one of the world's largest
executive search and selection firms. In addition to offering these career
solutions, they are the world's largest yellow page advertising agency. TMP has
more than 60,000 clients, including over 90 of the Fortune 100 and over 480 of
the Fortune 500 companies.

         As of December 31, 2000, TMP had approximately $572,000,000 in cash, as
disclosed on its quarterly report on Form 10Q for the quarter then ended. We
believe TMP has the financial resources to consummate the proposed transaction.

         Additional Information about TMP

         TMP's executive offices are located at 622 Third Avenue, 39th Floor,
New York, New York 10017, its telephone number is (212) 351-7000 and its
Internet address is http://www.tmpw.com.

         TMP's common stock trades on the Nasdaq National Market under the
ticker symbol "TMPW".

REASONS FOR THE SALE OF COLLEGELINK'S ASSETS

         CollegeLink is selling substantially all its assets (including all of
its revenue generating assets) to improve its financial condition and avoid
becoming insolvent and ceasing operations. If the TMP transaction is
consummated, CollegeLink will continue to operate under the name "Cytation
Corporation". Cytation's principal asset will be the cash received from TMP.
Cytation will examine business opportunities as they arise including
opportunities to acquire other companies, be acquired or develop new businesses.
Cytation's remaining employees will be Richard Fisher, Kevin High, and Veronica
Szewc. The members of the Board of Directors of Cytation will be Messrs. Fisher,
High and Mark Rogers.

         As a result of adverse conditions in the capital markets for most of
2000, particularly with respect to "dot.com" enterprises, CollegeLink was unable
to raise additional equity capital as its market capitalization declined from
approximately $50,000,000 at the time of its last public stock offering in
January 2000 to approximately $1,000,000 in December 2000. Even if equity
capital had been available, it is management's belief that the terms would have
caused significant dilution for existing stockholders. Nor did management
believe that CollegeLink's asset base (consisting principally of goodwill
derived from acquisitions) would support credit facilities on any

                                     - 10 -
<PAGE>   17
basis whatsoever. CollegeLink now requires working capital to continue to
operate the business, which has grown significantly during the past year. For
example, CollegeLink's "Making It Count" in-school presentation programs are
expected to reach 1,800,000 high school students during the 2000-2001 school
year, five times the number reached during the 1999-2000 school year.

         Accordingly, in the absence of any third-party financing, the only
alternative remaining was to seek a sale of one or more of CollegeLink's
business segments. If the TMP transaction is not consummated, and there is no
other buyer for some or all of CollegeLink's assets, CollegeLink would expect to
discontinue its operations. In such event, if there were any assets available
after payments to creditors, including to TMP for working capital advances, they
would be distributed to the holders of CollegeLink's preferred stock.

BACKGROUND OF THE TRANSACTION

         Solicitation of Offers

         CollegeLink closed a public offering of its common stock on January 24,
2000. At that time, the market for "dot.com" companies and technology companies
in general was weakening substantially. The price per share of CollegeLink's
common stock had declined from a high of approximately $9.00 in November, 1999,
to $4.00 on the date of the January 2000 offering. The net proceeds of the
offering were approximately $7,500,000 after expenses. After payment of
$2,200,000 to acquire Student Success in a merger transaction (as committed to
in October 1999), CollegeLink had proceeds from its offering remaining of
approximately $5,300,000.

         On February 16, 2000, the board of directors of CollegeLink met to
discuss the integration of the Student Success offline business into
CollegeLink's online business and to consider the overall strategic plan for the
business. The Student Success business became CollegeLink's "Making It Count"
division and the two founders of Student Success, Patrick O'Brien and Bradford
Baker, were elected to serve as the chief executive officer and the president,
respectively, of CollegeLink, with Baker's appointment effective upon the
resignation of his predecessor in early March. The board recommended that
CollegeLink consider obtaining additional equity capital by late summer and,
given the state of the equity capital market for technology companies, begin to
consider the possibility of a sale of some or all of CollegeLink's business
units.

         Representatives of CollegeLink first met with representatives of TMP's
Educational Marketing Group (vice presidents Tom Fitzsimmons and John Meagle) at
CollegeLink's offices on May 10, 2000. The meeting was organized by CollegeLink
vice president Nancy Gleason, whose primary job responsibility was to sell
corporate sponsorships for our Making It Count in-school programs. The basis for
the original call to TMP was to interest it in the sale of corporate
sponsorships to the clients that TMP represented in an ad agency capacity. After
phone discussions with representatives of TMP, it was agreed that the purpose of
the meeting would be to explore the possibility of the development by TMP of web
sites for CollegeLink's college customers, to discuss TMP's possible need for an
online college application service, and to introduce TMP to corporate
sponsorship opportunities for its advertising communications clients. At the end
of the meeting, TMP's Mr. Fitzsimmons informed Mr. Baker and Ms. Gleason that
TMP had been aggressive in buying companies and inquired of them as to whether
CollegeLink was for sale given the synergies identified at the meeting. Mr.
Baker stated that CollegeLink was always open to considering measures that might
be in the shareholders best interests and that he would follow up with him after
discussing the matter with Mr. Fisher.

         A follow-up meeting was scheduled. On June 8, 2000, CollegeLink's
Messrs. O'Brien and Baker met with senior executives of TMP at TMP's
headquarters in New York City. The purpose of the meeting was to introduce TMP
senior management to CollegeLink and to assess TMP's interest in the possibility
of a sale of CollegeLink to TMP. TMP executives Kevin Johnson, and Messrs.
Fitzsimmons and Meagle attended the meeting as Messrs. O'Brien and Baker gave a
general corporate overview. Paul Camara, TMP's Executive vice president of
Marketing and Sales, joined the meeting after initial discussions. TMP's Founder
and chairman Andrew McKelvey joined the meeting thereafter. TMP management
expressed a general interest and told Messrs. O'Brien and Baker that new
business opportunities, when possible, were channeled to Monster.com and that an
appropriate next step would be to meet with Monster management.

         The board of directors of CollegeLink met on June 9, 2000, to review
the status of the business. Mr. Fisher, CollegeLink's chairman, indicated that
efforts to obtain additional equity capital had not been successful and, given
the severe market turn against dot.com and technology enterprises, he believed
that such efforts were unlikely to be successful in the foreseeable future. At
that meeting, the board directed management to continue its discussions with TMP
and to seek aggressively other possible buyers. The board indicated it would
prefer to sell CollegeLink as an entirety but might be receptive to offers to
purchase discrete business units.

         CollegeLink's management responded quickly to the board's directive. It
engaged its investment banker Roth Capital Partners, Inc. to identify possible
buyers and to prepare a new business plan to help market the sale of
CollegeLink. Management collectively delivered business plans to and had
discussions with at least 15 other corporations that had expressed an interest
in purchasing

                                     - 11 -
<PAGE>   18
CollegeLink or any of its business units or seemed to be a good strategic fit
for either division or CollegeLink as a whole. Those companies included TMP,
Peterson's (Thomson Learning), FastWeb, Student Advantage, CollegeClub,
Scholastic Corp, Edu.com, ITT Tech, Family Education Network, Pearson, Varsity
Books, Youthstream Media Networks, SCA Bounty, Imagitas, Egrad, Alloy, Sallie
Mae, and PNC Bank.

         On July 7, 2000, Messrs. O'Brien and Baker traveled to Monster.com
headquarters in Maynard, Massachusetts to introduce Monster management to the
CollegeLink opportunity. Messrs. O'Brien and Baker met with Monster's new
ventures personnel Linda Natansohn and Michael Bennett. The purpose of the
meeting was to present a general overview of CollegeLink's businesses. There was
no discussion of CollegeLink's valuation. Ms. Natansohn expressed some interest
but indicated that Monster was not yet ready to enter the high school
marketplace. Ms. Natansohn advised that Monster was focused on graduating
college students at the entry level, so she had some concerns that an
acquisition of CollegeLink might be premature.

         During the summer and fall of 2000, the acquisition market for dot.com
and technology companies continued to worsen. During the period between August 1
and October 31, 2000, CollegeLink reduced its operating expenses by terminating
25 employees, representing approximately 29% of its workforce.

         Ms. Natansohn was unavailable for some time after the July 7 meeting.
Mr. Baker followed up with TMP's Mr. Meagle by telephone on August 2 and was
advised that Monster and TMP were discussing CollegeLink, that TMP was still
interested in a possible transaction, and that TMP was still in discussions with
Monster's Ms. Natansohn.

         In August, Peterson's (Thomson Learning) orally indicated to Messrs.
Fisher and O'Brien that it would pay $5,000,000 for the Making It Count division
with the understanding that approval would be needed from Thomson's management.
Approval was delayed and ultimately never received as a result of Thomson's
pursuit of another large scale acquisition.

         In August, CollegeLink awaited confirmation of interest from Monster
and TMP while it continued to pursue other options. Ms. Natansohn advised Mr.
Fisher in late August that "the timing wasn't right" for an acquisition of
CollegeLink because of her team's workload and priorities and that Monster would
not be able to further evaluate the CollegeLink opportunity for several months.

         Mr. Fisher had discussions with Peterson's (Thompson Learning),
Youthstream, EDU.com, Alloy and Sallie Mae. Most of the terms informally
discussed by these parties were not attractive either because the valuations
were too low, the time to closing was too long or because the potential buyers
were only interested in purchasing the assets of the Making It Count division.
Nonetheless, Mr. Fisher negotiated in earnest to solicit the best offers under
the circumstances. Except for Youthstream (discussed below), none of these
potential buyers ever made a firm offer.

         By the first week of September, Messrs. O'Brien and Baker were becoming
discouraged. Mr. O'Brien resigned as chief executive officer and Mr. Baker
resigned as president. CollegeLink announced publicly that it was seeking a
buyer for CollegeLink or one or more of its business units.

         Negotiations of Offers and Letter of Intent

         CollegeLink only received three firm offers from potential buyers. Two
offers came from Youthstream and one offer came from TMP.

         The first Youthstream offer arrived on September 7, 2000, in the form
of a letter to Mr. Fisher. Youthstream offered to purchase assets related to
CollegeLink's offline, in-school "Making It Count" business for $3,000,000,
payable in restricted shares of Youthstream common stock valued on a
20-trading-day average basis. The assets that Youthstream wished to purchase
included cash and cash equivalents, accounts receivable, inventory and work in
progress, furniture, fixtures and equipment, rights under leases and other
agreements, trademarks, trade names, copyrights, computer programs and other
intangible property, customer lists, and any and all other assets that were
necessary or desirable for the continued operation of the Making It Count
business. Youthstream offered to assume certain liabilities, but only those
related to the Making It Count business. The assets and liabilities of
CollegeLink's online business were excluded from the offer. There was no
provision calling for any registration at any time of the Youthstream stock
received as consideration, and Youthstream separately made it very clear that
the Youthstream shares could only be resold by CollegeLink in accordance with
Rule 144. Also, there was no provision for interim working capital. Any
definitive agreement was to contain provisions typical of an asset purchase
agreement, and also a specific condition that Youthstream be able to "negotiate
and execute employment agreement with Messrs. O'Brien and Baker in form and
substance satisfactory to Youthstream."

         The board rejected this first Youthstream offer principally because it
considered the purchase price to be too low and the consideration to be
inadequate. Previous discussions with representatives of Youthstream led Mr.
Fisher to believe that Youthstream

                                     - 12 -
<PAGE>   19
would make a better offer. The second reason was that the offer provided no
liquidity for the Youthstream stock, which would make it difficult or impossible
for CollegeLink to continue operations of the online division and perform the
online division's commitments through June 2001. There was no provision to
register the Youthstream stock, which meant that CollegeLink would not be able
to sell them for cash for at least one year. The third reason was that there was
no provision for interim working capital. The board did not believe that it
could sustain operations through the closing without an advance for working
capital. The fourth reason for rejecting the first Youthstream offer was that
Youthstream's stock was extremely volatile. Its price had recently fallen from
approximately $25.00 per share to approximately $5.00 per share. The fifth
reason was that the board thought that a rejection would motivate Youthstream to
make a better offer.

         On September 14, 2000, Mr. Fisher sent an overnight letter to TMP
chairman McKelvey to encourage TMP to consider again the CollegeLink opportunity
and introduced the possibility of TMP making a $3,000,000 equity infusion into
CollegeLink. There was no response to this correspondence.

         In the final week of September, TMP's Mr. Fitzsimmons telephoned Mr.
Baker to inquire as to the availability of Messrs. O'Brien and Baker for
employment as a result of their resignations from CollegeLink. Mr. Baker
informed Mr. Fitzsimmons that it appeared that the Making It Count division was
to be sold and that to maximize the opportunity for a sale, CollegeLink had
requested Messrs. O'Brien and Baker to be available as employees of a buyer of
the Making It Count division. As such, Messrs. O'Brien and Baker were not
willing to consider another job at that point. Mr. Fitzsimmons advised Mr. Baker
that TMP was not aware that the Making It Count division was for sale separately
from CollegeLink's online division and that TMP might be interested in exploring
this possibility. Mr. Baker informed Mr. Fitzsimmons that CollegeLink was in
formal negotiations with another potential buyer (Youthstream) and that if TMP
was interested, that time was of the essence.

         On October 2, 2000, Messrs. Fisher, O'Brien, and Baker met with TMP's
Mr. Johnson and Mr. Camara in New York to discuss the sale of the Making It
Count division to TMP. Mr. Fisher met privately with Messrs. Johnson and Camara
to discuss possible terms. The purchase price was discussed in terms of
multiples of CollegeLink's revenues. TMP's initial position was to value
CollegeLink at a multiple of one times the total revenues for the past 12
months. Mr. Fisher tried to persuade Messrs. Johnson and Camara that a multiple
of 1.5 was more appropriate because the Making It Count programs were growing
dramatically (from 400,000 students for the school year ending June 30, 2000, to
an estimated 2,000,000 students for the school year ending June 30, 2001). TMP
informally offered to purchase the assets of the Making It Count division for
approximately $4,350,000, which represented a multiple of 1.5 times revenue
forecasted for the 12-month period ending December 31, 2000. Later, Mr. Collison
advised Mr. Fisher that, upon further review, TMP was not prepared to offer 1.5
times revenue for the Making It Count assets. Rather, TMP was prepared to offer
a purchase price based on a valuation formula of one times CollegeLink's
revenues for the past 12 months. After further discussion centering again around
the substantial growth of the Making It Count programs for the school year
ending June 30, 2001, relative to the previous school year, Mr. Fisher and Mr.
Collison agreed that the base revenue against which the valuation formula would
be applied would be shifted forward six months such that the applicable period
would be July 1, 2000 through June 30, 2001. For the purposes of these
discussions, CollegeLink forecasted that its revenues for the 12-month period
ending June 30, 2001, would be in the range of $4,000,000 to $4,500,000.

         During the first week of November, Mr. Johnson, together with Thomas
Collison, TMP's vice chairman, telephoned Mr. Fisher to express an interest in
purchasing CollegeLink's online division in addition to the Making It Count
division. A November 7 meeting was scheduled at TMP's New York offices. Gerald
Paxton, a senior consultant to CollegeLink and the founder of CollegeLink's
online division (acquired by CollegeLink on August 10, 1999), offered an
overview of the online division and its revenue model for 2001 and 2002. Messrs.
Fisher, O'Brien, Baker, and CollegeLink employee Steve Pemberton also attended
and participated in the meeting. Messrs. Collison, Johnson, Meagle, Nigel Crouch
(chief financial officer of a TMP division), and (for part of the meeting)
chairman McKelvey attended for TMP. A follow-up meeting was held the next day to
discuss the revenue model in further detail. Mr. Fisher held several private
meetings with Messrs. Collison, Johnson and Crouch to discuss possible terms of
a transaction for the purchase and sale of substantially all of CollegeLink's
assets.

         On November 13, 2000, CollegeLink received a written proposal from TMP
for the purchase of substantially all of the assets of CollegeLink plus the
assumption of substantially all of its liabilities. The purchase price was
$6,000,000, subject to reduction by the price adjustment mechanism discussed
elsewhere in this proxy statement, and was payable in TMP common stock valued on
a 20-trading-day average basis. TMP offered to use its best efforts to register
the stock consideration. The TMP offer was contingent upon Messrs. O'Brien and
Baker entering into employment agreements with TMP at the closing. The increase
in the purchase price to $6,000,000 from an estimated $4,000,000 to $4,500,000
was attributable to the fact that TMP now wished to purchase substantially all
of CollegeLink's assets, not just the assets used in the Making It Count
business. TMP indicated that the additional $1,500,000 to $2,000,000 of purchase
consideration was attributable to the ongoing synergies between the two
CollegeLink divisions, the relationships the online division had with nearly
1,000 colleges and universities established over the course of 7 years, and the
collegelink.com website and the proprietary technology embodied therein. TMP's
offer also took into consideration the pro forma financial statements that Mr.
Paxton had supplied to TMP representatives at their November 7 meeting.


                                     - 13 -
<PAGE>   20
         On November 14, 2000, CollegeLink received a second offer from
Youthstream to acquire assets related to CollegeLink's offline, in-school Making
It Count business plus any online assets associated with that business for
$3,000,000 in cash and $2,000,000 in restricted shares of Youthstream common
stock valued on a 20-trading-day average basis. The assets to be acquired were
substantially the same as set forth in the previous offer, even though in this
offer Youthstream specifically called out the "online properties" related to the
MIC programs, which it would have acquired in the previous offer without such
specific mention. Youthstream agreed to provide $250,000 of interim working
capital after execution of a memorandum of understanding if the parties could
agree upon collateral. Any working capital advance would be deducted from the
cash portion of the purchase price. In addition to requiring Messrs. O'Brien and
Baker to accept employment with Youthstream, this second offer was contingent
upon J.R. Cifani, the general manager of the Making It Count division, accepting
employment with Youthstream. The second Youthstream offer also called for the
parties to enter into promotional agreements following the closing which were
intended to benefit CollegeLink's online business, which Youthstream did not
wish to purchase. These promotional agreements included: a sponsorship position
in the Making Your College Search Count workbook (after the program was acquired
by Youthstream); a featured position in the "Great Web Resources" section of
Making It Count workbooks; rights to be the exclusive online application service
provider on the Making It Count website and Teen.com website (owned by
Youthstream); a feature article on a Youthstream media property; and an
allowance of $150,000 per year for advertising in Youthstream's teen media
properties.

          On November 15, 2000, the board of directors of CollegeLink met to
consider the November 13 TMP offer and the November 14 Youthstream offer. The
board rejected the November 14 Youthstream offer principally because it
considered the TMP offer to be superior. The Board considered the TMP offer to
be superior because (1) it was greater in amount by at least $1,250,000,
assuming that Youthstream and TMP would have assumed or paid the same amount of
CollegeLink's liabilities (which is a conservative assumption because
Youthstream had only offered to assume liabilities related to the MIC business),
(2) it was for the entire business, (3) it provided a far greater probability of
near-term liquidity because TMP was agreeing to exert its best efforts to file a
registration statement within 120 days after the closing, (4) the working
capital loan was superior because only a portion of the advance would be
subtracted from the purchase price, (5) TMP stock, although it fluctuated in
value, traded well above $5.00 per share, whereas Youthstream's stock had
declined to a low of $1.62, raising concerns of potential Nasdaq delisting if
the trend continued, and (6) Youthstream's proposed promotional program was of
limited value generally and in particular given CollegeLink's stated interest in
selling its online business separately if it could not be bundled with the
Making It Count division and the non-assignability of the promotional benefits
being offered. The board directed Mr. Fisher to negotiate a letter of intent
with TMP. CollegeLink signed a letter of intent with TMP on November 15, 2000.

         Negotiation of Purchase Agreement

         CollegeLink and TMP started to negotiate the definitive purchase
agreements on November 21, 2000 and signed the asset purchase agreement on
February 2, 2001. Amendments were negotiated during the last two weeks of April
and the amended and restated asset purchase agreement was signed on May 2, 2001.
Mr. Fisher negotiated on behalf of CollegeLink with the assistance of Foley,
Hoag & Eliot LLP attorneys David A. Broadwin and Jeffrey L. Quillen. Ms.
Natansohn and Mr. Collison negotiated on behalf of TMP with the assistance of
TMP's inside general counsel Myron Olesnyckyj and Fulbright & Jaworski L.L.P.
attorneys Gregg J. Berman, Caroline A. Koster, Yeages Cowan and Jonathan
Olefson.

         None of Messrs. O'Brien, Baker, Pemberton or Paxton participated in the
negotiation of the purchase agreement. The interests of these four individuals
diverged from those of CollegeLink when TMP informed Mr. Fisher that the
acquisition would not close unless Messrs. O'Brien, Baker, Pemberton and Paxton
agreed to accept employment or consulting positions with TMP. This condition to
closing gave these four individuals significant leverage to use against
CollegeLink. As disclosed elsewhere in this proxy statement, Messrs. O'Brien and
Baker hired counsel and used their bargaining power against CollegeLink to
negotiate a stock redemption and bonus arrangements worth approximately $812,500
personally to them at the closing. Mr. Paxton claims he has bargaining power
from the termination provisions of his consulting agreement and is trying to
negotiate a payment from CollegeLink of approximately $200,000. (CollegeLink has
not agreed to make any payment to Mr. Paxton.) Mr. Pemberton has not made any
similar demands but is entitled to a bonus upon closing of the transaction.
Similarly, the interests of Messrs. O'Brien, Baker, Pemberton and Paxton were
adverse to TMP during this period of time between the signing of the letter of
intent and the signing of the purchase agreement. Messrs. O'Brien, Baker and
their counsel negotiated the forms of their employment agreements with TMP and
its counsel over a period of several weeks. Mr. Pemberton did not hire counsel
and negotiated his form of employment agreement directly with TMP. (There is no
assurance that any of Messrs. O'Brien, Baker or Pemberton will sign their
respective form of employment agreement at the closing.) Mr. Paxton and his
counsel began to negotiate his consulting agreement with TMP during this period.
Neither CollegeLink nor its counsel participated in any of these negotiations
among TMP and Messrs. O'Brien, Baker, Pemberton or Paxton.

         On November 21, Messrs. Fisher, O'Brien, Baker, Paxton and Steve
Pemberton met with Ms. Claire Martin, Monster's chief financial officer, Ms.
Natansohn (now Monster's senior vice president for Monster Learning), Mr. Robert
O'Connell, Monster's chief

                                     - 14 -
<PAGE>   21
operating officer and, briefly, with Mr. Jeff Taylor, founder of Monster and
chief executive officer of TMP Interactive, Inc. The attendees at this meeting
explored in detail both the online and offline business divisions of
CollegeLink.

         On December 6, 2000, TMP's counsel sent Mr. Fisher an initial draft of
the purchase agreement. Mr. Fisher reviewed this draft with CollegeLink's
counsel. On December 11, 2000, Mr. Quillen of Foley Hoag prepared a marked copy
of the purchase agreement showing CollegeLink's comments and sent the mark-up to
Ms. Cowan at Fulbright & Jaworski. CollegeLink's most important comments were
its requests: (1) to revise a closing condition to allow the transaction to
close even if some representations are no longer true at the closing; (2) to
reduce the survival of representations and warranties from two years to one
year; (3) to reduce the termination fee from $1,000,000 to $300,000; (4) to have
a minimum threshold and a deductible for indemnity claims; and (5) to cap
CollegeLink's total liability at $100,000. The parties eventually agreed that:
(1) all representations of CollegeLink must be true and accurate in all material
respects as of the closing; (2) most representations of CollegeLink would
survive for 18 months after the closing, while some representations and
warranties would last until the expiration of the applicable statute of
limitations and a few would survive indefinitely; (3) the termination fee would
be $300,000; (4) there would be a minimum threshold for indemnity claims of
$75,000, but no deductible; and (5) CollegeLink's total liability would be
capped at 45% of the purchase price.

         TMP's counsel distributed the second draft of the purchase agreement on
December 14, 2000. Mr. Fisher reviewed this draft with CollegeLink's counsel.
Mr. Quillen called Ms. Koster of Fulbright & Jaworski on December 14 to discuss
the second draft and on December 19 he sent her a marked copy of the purchase
agreement showing CollegeLink's comments. At this time the principal issues
were: (1) TMP's request that CollegeLink deposit 10% of the purchase price in an
escrow account to secure CollegeLink's indemnity obligations to TMP; (2) the
duration of the escrow arrangement; (3) whether TMP would assume CollegeLink
liabilities incurred between the signing and the closing of the purchase
agreement; (4) numerous qualifications requested by CollegeLink with respect to
the representations and warranties of CollegeLink; and (5) removing as a closing
condition TMP's requirement that Jerry Paxton enter into a consulting agreement
with TMP. The parties eventually agreed: (1) that CollegeLink would deposit 10%
of the purchase price in an escrow account to secure CollegeLink's indemnity
obligations to TMP; (2) to release the escrow fund to CollegeLink on the 18
month anniversary of the closing unless there were any unresolved claims at that
time; (3) that TMP would assume CollegeLink's ordinary course liabilities owed
to trade vendors and utilities which were incurred between the signing and the
closing of the purchase agreement; (4) to qualify certain representations and
warranties of CollegeLink with respect to knowledge or materiality; and (5) that
TMP could refuse to close if Jerry Paxton does not enter into a consulting
agreement with TMP on terms and conditions acceptable to TMP.

         On December 20, 2000, Mr. Fisher met with TMP's Mr. Collison in New
York to discuss open issues relating to the purchase agreement. At this meeting
Mr. Fisher proposed an exception to the purchase price adjustment formula that
would have allowed CollegeLink to promise retention bonuses to employees without
suffering a reduction in the purchase price. Mr. Collison considered and
rejected this proposal.

         TMP's counsel distributed the third draft of the purchase agreement on
December 20, 2000. Mr. Fisher reviewed this draft with CollegeLink's counsel. On
December 26, 2000, Mr. Broadwin of Foley Hoag called Ms. Cowan of Fulbright &
Jaworski to discuss several outstanding issues including the following: (1)
whether to include certain intangible assets in the calculation of the purchase
price adjustment; (2) whether to include as a closing condition an employment
agreement between TMP and Mr. Pemberton; (3) terms of the newly added
noncompetition covenant between TMP and CollegeLink; (4) TMP's new demand that
Messrs. Fisher and High enter into noncompetition agreements with TMP; and (5)
limitations against CollegeLink incurring new indebtedness between the signing
and the closing of the purchase agreement. The parties would eventually agree:
(1) to include web site development costs of $346,862 and certain payroll
expenses of $512,000 as "assets" for purposes of the purchase price adjustment;
(2) to include TMP's employment of Steve Pemberton as a closing condition; (3)
to a broad noncompetition covenant between TMP and CollegeLink; (4) to require
Messrs. Fisher and High to enter into noncompetition agreements with TMP; and
(5) to strict limits on CollegeLink's ability to incur indebtedness between the
signing and the closing of the purchase agreement.

         In January, 2001, the negotiations between TMP and CollegeLink lost
some momentum. Mr. Fisher called Ms. Natanson at least once per week and Mr.
Quillen called Ms. Koster at least once per week to request a revised draft of
the purchase agreement. Mses. Natanson and Koster explained that TMP was
concentrating on its fact-finding and diligence efforts and would authorize
distribution of a revised draft in due course. Mr. Quillen sent an initial draft
of the escrow agreement to Ms. Koster on January 9, 2001. Mr. Quillen and Mr.
Olefson of Fulbright & Jaworski negotiated the noncompetition agreements for
Messrs. Fisher and High on January 19, 2001. The few issues relating to the
noncompetition agreements were largely resolved in a single exchange of written
comments.

         On January 29, 2001, TMP's counsel distributed the fourth draft of the
purchase agreement. Mr. Fisher reviewed this draft with CollegeLink's counsel.
Mr. Quillen called Ms. Koster at Fulbright on January 29, 2001 to discuss the
fourth draft and sent his written comments to her later that same day. At this
time the principal remaining issues were: (1) CollegeLink's request to extend
the termination date of the purchase agreement; (2) the types of accounts
receivable that could be retained by CollegeLink after the closing; and (3) a
new condition proposed by TMP that would require CollegeLink to negotiate
amendments to certain contracts with third parties. The parties

                                     - 15 -
<PAGE>   22
eventually agreed: (1) to extend the termination date of the purchase agreement
to April 15, 2001; (2) that CollegeLink could retain certain accounts receivable
in connection with the "Making High School Count" program where services were
substantially fully rendered; and (3) that CollegeLink would be required to
negotiate specified amendments to certain contracts with third parties as a
condition to closing.

         On January 31, 2001, Messrs. Collison and Olesnyckyj of TMP called Mr.
Fisher to negotiate changes to the consideration that TMP would pay for
CollegeLink's assets. In order to simplify and expedite the transaction, TMP
offered to pay $5,400,000 in cash instead of $6,000,000 worth of TMP common
stock (in either case, subject to the same adjustment mechanism described
herein). The change from stock to cash was intended to simplify the transaction
by eliminating outstanding issues regarding registration rights and the pricing
of TMP's shares for purposes of determining the number of shares to be issued at
the closing. Messrs. Collison and Olesnyckyj indicated that TMP placed a premium
on the use of its cash and therefore discounted the $6,000,000 stock offer by
approximately 10 percent.

         From CollegeLink's perspective, the most attractive features of the
cash offer were the elimination of potentially costly delays and the elimination
of the risks associated with the pricing of TMP's stock. The only unattractive
feature of the cash offer was the reduction in the purchase price. To partially
offset the reduction in the purchase price, TMP agreed to provide TMP a third
advance of $250,000, approximately $170,000 of which in effect would not have to
be repaid.

         On February 1, 2001, TMP delivered a final draft of the proposed
purchase agreement, revised consistent with the change to a cash transaction. On
February 2, 2001, the Board of CollegeLink held a meeting at which Roth Capital
and CollegeLink's legal counsel were present. At this meeting, Roth Capital
rendered an opinion to the Board of Directors that, subject to the limitations
and qualifications set forth in the opinion, the sale of CollegeLink's assets to
TMP on the revised terms was fair to CollegeLink stockholders from a financial
point of view. After that presentation, the Directors unanimously approved the
transaction.

         On April 13, 2001, Mr. Fisher notified Messrs. Collison and Olesnyckyj
that a group of CollegeLink.com stockholders had commenced a purported class
action litigation against CollegeLink.com. At this point it was apparent that
the sale would not close by the April 15, 2001 termination date set forth in the
purchase agreement. Mr. Fisher requested an extension. Messrs. Collison and
Olesnyckyj indicated that TMP would agree to postpone the termination date if
CollegeLink obtained agreements from the purported class releasing TMP of all
claims that they might have against TMP and if CollegeLink agreed to amend the
escrow provisions of the purchase agreement to provide TMP with additional
security against claims relating to the lawsuit. Attorneys Caroline Koster and
Jeff Quillen drafted the amendments and the parties signed the amended and
restated asset purchase agreement on May 2, 2001.

TERMS OF THE TRANSACTION

         The discussion of the sale of assets and the description of the
material terms of the amended and restated asset purchase agreement, which is
sometimes referred to in this document as the purchase agreement, is subject to
and qualified in its entirety by reference to the purchase agreement itself. A
copy of the purchase agreement is included as Appendix A for your convenience.
The purchase agreement is incorporated by reference in this proxy statement.

         General

         Under the purchase agreement, CollegeLink.com and its wholly-owned
subsidiary CollegeLink Corporation (collectively, "CollegeLink" or the
"CollegeLink Companies") will each sell substantially all of their respective
assets to TMP. CollegeLink will retain furniture and equipment with an estimated
value of less than $52,000, accounts receivable of approximately $125,000, and
the name "Cytation."

         TMP will pay $5,400,000 (reduced as described below) in cash to
CollegeLink and assume or pay substantially all of CollegeLink's liabilities.
The purchase agreement provides that CollegeLink will retain certain liabilities
including any liabilities for taxes, any liabilities for loans from employees or
stockholders, any liabilities for violations of laws, and any liabilities for
pending or threatened legal proceedings. Except for the contingent liability
relating to the lawsuit between CollegeLink and the former ECI stockholders,
which is discussed elsewhere in this proxy statement, none of the the
liabilities that are to retained by CollegeLink after the closing are material
at this time and CollegeLink does not expect them to be material after the
closing.

         The purchase price will be reduced by an amount equal to the difference
between (i) the value of the liabilities assumed by TMP at the closing and (ii)
the sum of the value of CollegeLink's tangible assets at the closing, certain
web site development costs of $346,862 and certain payroll expenses of $512,000.
It is expected that the purchase price will be reduced by approximately
$1,600,000 as a result of such adjustment. The total transaction is valued at
approximately $5,200,000. (As discussed elsewhere in this proxy statement,
CollegeLink has separately entered into agreements with former officers Patrick
O'Brien and Bradford Baker that will require

                                     - 16 -
<PAGE>   23
CollegeLink to pay them approximately $812,500 soon after the closing of the
sale of assets. After taking into account the estimated purchase price reduction
of approximately $1,600,000 and the payments to Messrs. O'Brien and Baker of
approximately $812,500, the sale proceeds will be reduced to approximately
$2,987,500. If CollegeLink agrees to make the $200,000 severance payment
demanded by consultant Gerald Paxton, the proceeds would be reduced to
approximately $2,787,500.)

         Statements, Representations and Warranties By the Parties

         The purchase agreement contains statements made by the CollegeLink
Companies about themselves called representations and warranties that are
typical of an agreement of this type. They include, among other things,
statements that:

         -        The boards of directors of the CollegeLink Companies have
                  authorized the CollegeLink Companies to enter into the
                  purchase agreement and other ancillary agreements relating to
                  the sale of assets;

         -        The CollegeLink Companies have disclosed to TMP all legal
                  proceedings involving the CollegeLink Companies;

         -        The CollegeLink Companies have provided lists to TMP of
                  substantially all of their assets, including contracts with
                  customers, suppliers and sponsors, leases, licenses,
                  intellectual property rights, student databases, corporate and
                  domain names, and furniture and equipment; and

         -        The CollegeLink Companies have the authority to carry on their
                  respective businesses as they are currently being conducted.

         The purchase agreement also contains a number of similar
representations and warranties made by TMP. You can review the representations
and warranties in the copy of the purchase agreement attached to this proxy
statement as Appendix A.

         The purchase agreement provides that most of the representations and
warranties of the CollegeLink Companies will survive and continue in effect for
18 months after the closing date and that some representations and warranties
will survive and continue in effect indefinitely. CollegeLink has agreed to
indemnify TMP for certain damages incurred by TMP due to the breach of
representations and warranties of the CollegeLink Companies.

         Conduct of Business Pending the Sale

         The purchase agreement contains various covenants, or promises, that
govern the actions of the CollegeLink Companies prior to the completion of the
transaction.

         These covenants require all parties to the purchase agreement to take
action or refrain from taking action with respect to various matters. Among
other things, each party agrees:

         -        to keep confidential information furnished by one party to any
                  other party in connection with the purchase agreement;

         -        to consult each other before issuing any press release or
                  other public statements with respect to the sale of assets;
                  and

         -        in general, to use its best efforts to complete the sale of
                  assets.

         The CollegeLink Companies also agree, among other things, to:

         -        provide access and information to TMP and to fully cooperate
                  with TMP's investigation of the business and assets of the
                  CollegeLink Companies;

         -        call and convene a meeting of the CollegeLink.com stockholders
                  for the purpose of approving the transactions contemplated by
                  the purchase agreement;

         -        conduct their respective businesses in the usual and normal
                  course and to refrain from any extraordinary transactions; and

         -        refrain from soliciting any other person or group concerning
                  the sale of the CollegeLink assets or any business combination
                  until either the completion of the sale to TMP or the
                  termination of the purchase agreement.


                                     - 17 -
<PAGE>   24
         Conditions to the Sale

         The completion of the transaction depends upon the satisfaction of a
number of conditions. The obligations of all parties to the purchase agreement
include, among other things:

         -        the purchase agreement must be approved by the CollegeLink.com
                  stockholders;

         -        the representations and warranties of all parties to the
                  purchase agreement must be true as of the date of the
                  completion of the sale of assets; and

         -        the covenants of the parties that are to be performed prior to
                  the closing must be performed prior to the closing.

         In addition, TMP's obligation to complete the acquisition depends on
the satisfaction of the following conditions, among other things:

         -        no court order or other legal restraint or proceeding that
                  would prevent the completion of the sale of assets can be in
                  effect or pending;

         -        Patrick O'Brien and Bradford Baker, two CollegeLink
                  consultants who were formerly officers of CollegeLink com, and
                  a current employee of CollegeLink will have entered into
                  employment agreements with TMP;

         -        Gerald Paxton, a consultant of CollegeLink.com, will have
                  entered into a consulting agreement with TMP;

         -        Richard Fisher, the chairman and sole executive officer of
                  CollegeLink.com, and Kevin High, a director of
                  CollegeLink.com, will have entered into noncompetition and
                  nonsolicitation agreements with TMP;

         -        CollegeLink and PNC Bank will have entered into an amendment
                  to their Marketing Services and Administrative Agreement that
                  is satisfactory to TMP;

         -        CollegeLink will have entered into an agreement releasing TMP
                  and affiliated entities from all potential claims including
                  those relating to the lawsuit that the former stockholders of
                  ECI brought against CollegeLink and certain other claims
                  relating to the purchase agreement and the working capital
                  loans from TMP; and

         -        The former stockholders of ECI will have entered into
                  agreements releasing TMP and affiliated entities from all
                  potential claims including those relating to the lawsuit that
                  they brought against CollegeLink and certain other claims
                  relating to the purchase agreement and the working capital
                  loans from TMP to CollegeLink.

         TMP may in its sole discretion waive any of the foregoing closing
conditions.

         Termination of the Agreement

         The purchase agreement may be terminated prior to its completion if:

         -        both CollegeLink and TMP consent to the termination of the
                  purchase agreement;

         -        one party causes a material breach of the purchase agreement
                  and the non-breaching party decides to terminate the purchase
                  agreement;

         -        the stockholders of CollegeLink.com do not approve the sale of
                  assets; or

         -        the closing of the sale of assets has not occurred by June 20,
                  2001, and either party decides to terminate the purchase
                  agreement (so long as the terminating party is not responsible
                  for the failure of the transaction to close by such date).

         CollegeLink Board's Right to Terminate In Case It Receives a More
         Attractive Proposal

         In addition to the events that permit termination listed above, the
CollegeLink.com board of directors can terminate the purchase agreement if,
before the closing, it receives a proposal for a business combination or sale of
assets that is more beneficial to the

                                     - 18 -
<PAGE>   25
CollegeLink.com stockholders, such that the exercise of the board's fiduciary
duties requires it to pursue the proposal. If CollegeLink.com terminates the
purchase agreement for this reason, then CollegeLink.com will be obligated to
pay TMP $300,000.

         Indemnification

         The purchase agreement provides that all of TMP's representations and
warranties and most of CollegeLink's representations and warranties will survive
and remain in effect for eighteen months after the closing and that some of
CollegeLink's representations and warranties will survive and remain in effect
indefinitely. As part of the sale of assets, CollegeLink and TMP agree to
indemnify each other for damages incurred by one party due to the breach of a
representation or warranty or non-fulfillment of a covenant by the other party.
CollegeLink will also indemnify TMP for damages incurred by TMP and arising from
the liabilities that were not transferred to TMP in connection with the sale of
assets, including the contingent liability for the pending lawsuit between the
former ECI stockholders and CollegeLink. Neither party shall be entitled to
indemnification by the other party for damages less than $75,000, unless the
damages are incurred by TMP and relate to the lawsuit between the former ECI
stockholders and CollegeLink in which case TMP will be entitled to recover the
full amount of such damages subject only to limitations on the aggregate amount.
If a party incurs damages above $75,000, that party will be entitled to recover
the full amount of such damages subject only to limitations on the aggregate
amount. CollegeLink's maximum aggregate liability under the purchase agreement
will not exceed 45% of the purchase price paid by TMP.

         Escrow

         At the closing, TMP will deposit into an escrow account an amount of
cash equal to 10% of the purchase price and deposit into a second escrow account
an amount of cash equal to the product of $3,500,000 and a fraction whose
denominator is 1,012,676 and whose numerator is the sum of the shares owned by
the former ECI stockholders who do not deliver releases to TMP at the closing.
(As indicated above in "Conditions to the Purchase", TMP has no obligation to
consummate the sale of assets if it does not receive releases from 100% of the
former ECI stockholders.) The terms of the escrow arrangement will be set forth
in an escrow agreement between CollegeLink, TMP and an escrow agent acceptable
to CollegeLink and TMP. The escrowed cash will serve as security for potential
indemnity claims of TMP against CollegeLink. Any cash in the first escrow
account that has not been claimed by TMP by the 18-month anniversary of the
closing will be released to CollegeLink.com promptly after such anniversary,
subject to a holdback for any claims that are unresolved at such time. Any cash
that remains in the second escrow account will be released to CollegeLink.com
after (i) CollegeLink has resolved the claims of the former ECI stockholders,
(ii) CollegeLink has obtained releases from all of the former ECI stockholders,
or (iii) the expiration of the applicable statutes of limitations for all claims
that could have been raised by the former ECI stockholders against TMP, subject
to a holdback for any claims that are unresolved at such time.

         Closing

         If all of the conditions to the purchase agreement are satisfied or
waived, then the parties intend to complete the sale of assets as soon as
practicable after CollegeLink.com's stockholders approve the transaction. If
CollegeLink.com's stockholders approve the transaction, we believe that the sale
of assets will close within three business days following such approval.

         Noncompetition

         The purchase agreement contains noncompetition provisions that will
restrict CollegeLink's activities for the first three years after the closing of
the TMP transaction. During the noncompetition period, none of CollegeLink or
any of CollegeLink's officers, directors, employees or agents will own, operate
or otherwise assist any other company that engages in the types of businesses
that CollegeLink intends to transfer to TMP under the purchase agreement.
Furthermore, none of CollegeLink or any of CollegeLink's officers, directors,
employees or agents will solicit any of TMP's customers or employees during the
noncompetition period.

USE OF PROCEEDS

         If the sale of assets to TMP is approved by the CollegeLink.com
stockholders, CollegeLink's principal asset after the closing will be the cash
received in the sale. CollegeLink has separately entered into agreements with
former officers Patrick O'Brien and Bradford Baker that will require CollegeLink
to pay them approximately $812,500 soon after the closing of the sale of assets.
After taking into account the estimated purchase price reduction of
approximately $1,600,000 and the payments to Messrs. O'Brien and Baker of
approximately $812,500, the sale proceeds will be reduced to approximately
$2,987,500. If CollegeLink agrees to make the $200,000 severance payment
demanded by consultant Gerald Paxton, the proceeds would be reduced to
approximately $2,787,500. Separately, a group of CollegeLink stockholders
commenced a class action lawsuit against CollegeLink and its officers and
directors on April 12, 2001, for claims arising in connection with CollegeLink's
acquisition of ECI, Inc. on August 10, 1999. (See "Legal Proceedings" on page
13.) If the former ECI stockholders were able to prove every claim listed in
their complaint, CollegeLink would have to pay them all of the

                                     - 19 -
<PAGE>   26
proceeds from the TMP transaction. The pro forma financial statements of
CollegeLink, which give effect to the sale of assets to TMP and the transactions
with CollegeLink-related parties, are included with financial statements
provided with this proxy statement.

         Except as described in the preceding paragraph, CollegeLink.com will
not distribute any portion of the sale proceeds to the CollegeLink.com
stockholders. TMP required that this transaction be structured as a sale of
assets where only scheduled assets and liabilities would be transferred from
CollegeLink to TMP and all of the consideration would be paid by TMP to
CollegeLink.com. The board of directors of CollegeLink.com considered whether to
immediately liquidate CollegeLink after the sale and distribute the sale
proceeds to the stockholders. The board decided that an immediate liquidation
and distribution would not be in the best interest of all of the stockholders
because the eight holders of preferred stock have a liquidation preference for
the first $8,600,000 to be distributed. After paying any creditors and the
holders of preferred stock, it is unlikely that there would be any assets for
CollegeLink.com to distribute to the holders of common stock.

           CollegeLink will examine business opportunities as they arise
including opportunities to acquire other companies, be acquired by other
companies, or develop new businesses. CollegeLink's stockholders will be
entirely dependent upon management to identify and pursue business
opportunities. There can be no assurance that management will be successful in
identifying business opportunities or acquisitions, or, if management does
identify such opportunities that it can successfully complete them.

OPINION OF ROTH CAPITAL PARTNERS, INC.

         CollegeLink engaged Roth Capital Partners, Inc. ("Roth Capital") to
render an opinion as to the fairness from a financial point of view to the
CollegeLink stockholders of the sale of CollegeLink's assets to TMP. Roth
Capital, as part of its investment banking services, is regularly engaged in the
valuation of businesses in connection with mergers and acquisitions, strategic
transactions, negotiated underwritings and private placements and also
determines valuations for corporate and other purposes. Roth Capital was
selected because of their familiarity with CollegeLink and its industry. A
predecessor firm of Roth Capital was the lead underwriter of a public offering
for CollegeLink. On May 2, 2001, Roth Capital rendered an opinion to the
CollegeLink board that, subject to the qualifications and limitations set forth
in the opinion, the sale of CollegeLink's assets to TMP is fair to the
CollegeLink stockholders from a financial point of view. No limitations were
placed on Roth Capital by the CollegeLink board with respect to the
investigation made or the procedures followed in preparing and rendering its
opinion.

         The full text of the Roth Capital fairness opinion is attached to this
proxy statement as Appendix B and is incorporated in this proxy statement by
reference. CollegeLink stockholders are urged to read the opinion in its
entirety for the assumptions made, procedures followed, matters considered and
limits of Roth Capital's review. This discussion of the Roth Capital opinion is
qualified in its entirety by references to the full text of the Roth Capital
opinion. Roth Capital's opinion was prepared for the CollegeLink board of
directors and is directed only to the fairness from a financial point of view to
the CollegeLink stockholders of the sale of assets under the purchase agreement
and does not constitute a recommendation to any CollegeLink stockholder as to
how to vote at the special meeting of CollegeLink's stockholders.

         In arriving at its opinion, Roth Capital, among other things, reviewed
and analyzed: (1) CollegeLink's strategic financing options in the context of
the current state of the market for public and private equity; (2) CollegeLink's
historical and projected pro forma financial statements; (3) CollegeLink's
public filings; (4) the amended and restated asset purchase agreement between
CollegeLink and TMP; and (5) the employment agreements proposed to be entered
into by TMP and certain individuals in connection with the asset purchase. In
addition, Roth Capital interviewed CollegeLink's senior management regarding
both its financial flexibility and prospects. In arriving at its conclusions,
Roth Capital: (1) reviewed certain publicly available information of companies
which it believed to be comparable to CollegeLink; (2) reviewed the trading
history of CollegeLink's common stock in comparison to the trading history of
other companies that it deemed relevant; (3) compared the historical, present
and projected financial performance and valuation of CollegeLink in comparison
with other companies that it deemed relevant; (4) evaluated the discounted cash
flow of CollegeLink based on projected financial data furnished to it by
CollegeLink; and (5) compared the valuation of CollegeLink with other companies
that it deemed relevant.

         In performing its analysis and rendering its opinion, Roth Capital
relied upon the accuracy and completeness of the financial and other information
used by it without assuming any responsibility for independent verification of
such information. Roth Capital further relied upon assurances of management of
CollegeLink and TMP that they are not aware of any facts that would make such
information inaccurate or misleading. With respect to the financial projections
of CollegeLink, Roth Capital assumed that such projections were reasonably
prepared and reflect the best currently available estimates and judgments of the
management team. Roth Capital assumed that there has been no material change in
the assets, financial condition, results of operations, business or accounts of
CollegeLink as to all legal and financial and reporting matters with respect to
its business units, the sale of assets and the purchase agreement. Roth Capital
did not make or obtain any evaluations or appraisals of the assets or
liabilities of CollegeLink. For the purposes of its opinion, Roth Capital also
assumed that CollegeLink was not a party to any pending transactions, including
external financings, recapitalizations or merger

                                     - 20 -
<PAGE>   27
discussions, other than the proposed transaction with TMP and other transactions
that occurred in the ordinary course of conducting its business. Roth Capital's
opinion necessarily is based upon market, economic and other conditions as they
existed on, and could be evaluated as of, the date of its opinion letter.

         The preparation of a fairness opinion is a complex process and is not
necessarily susceptible to partial analysis or summary description. The summary
set forth below of the analyses performed by Roth Capital does not purport to be
a complete description of the presentation by Roth Capital to the CollegeLink
board. In arriving at its opinion, Roth Capital did not attribute any particular
weight to any one analysis or factor considered by it but rather made
qualitative judgments as to the significance and relevance of each analysis and
factor. Accordingly, Roth Capital believes that its analyses and the summary set
forth below must be considered as a whole, and that selecting portions of its
analyses without considering all factors and analyses could create an incomplete
view of the analytical framework supporting Roth Capital's presentation to the
CollegeLink board and the written fairness opinion. In performing the analyses,
Roth Capital made numerous assumptions with respect to industry performance,
general business and economic conditions and other matters, many of which are
beyond the control of CollegeLink. The analyses performed by Roth Capital and
summarized below are not necessarily indicative of actual values or actual
future results that may be significantly more or less favorable than suggested
by those analyses. Additionally, analyses relating to the values of the
businesses do not purport to be appraisals or to reflect the prices at which
businesses actually may be acquired.

         Roth Capital considered whether the consideration that TMP has offered
for substantially all of CollegeLink's assets is fair from a financial point of
view to the CollegeLink stockholders. For purposes of its analyses, Roth Capital
evaluated CollegeLink's two principal business units on a stand-alone basis.
Roth Capital's analysis used a range of potential values upon closing, given
market conditions and expectations at the time that it delivered its opinion to
the CollegeLink board of directors. The following is a brief summary of selected
financial analyses performed by Roth Capital in connection with the preparation
of its opinion.

         Discounted Cash Flow Analysis: Roth Capital performed a discounted cash
flow analysis to arrive at one measure of CollegeLink's value. Since the
majority of CollegeLink's cash flow in the intermediate term is likely to be
generated from its Making It Count division, Roth Capital analyzed the Making It
Count business separately from CollegeLink's other lines of business. Roth
Capital projected cash flows through 2004 using estimates provided by
CollegeLink management. Roth Capital then estimated that the Making It Count
division's weighted average cost of capital was in the range of 40% to 50% with
a single point estimate of 41.6%. Roth Capital then discounted projected cash
flows through 2004 by the weighted average cost of capital and arrived at a
range of values for the Making It Count division between $4,700,000 and
$5,700,000 with a single point estimate of $5,200,000.

         Comparable Company Analysis: Roth Capital also evaluated the purchase
price for the CollegeLink assets by comparing it to the market and enterprise
valuations of comparable companies after making adjustments for differences in
the sizes of the companies and other factors. Recognizing the differences
between CollegeLink's distinct lines of business, Roth Capital analyzed the
Making It Count division separately from CollegeLink's online services business
unit (the "CollegeLink Division").

         The four public companies that Roth Capital considered to be comparable
to the Making It Count division are:

         ADVO, Inc.
         Acxiom Corporation
         Hartke Hanks Inc.
         Valassis Communications

         Each of these comparable companies is a traditional marketing company.

         A comparison of several standard financial ratios reveals that the
proposed purchase price for the CollegeLink assets is consistent with the market
and enterprise values of the four comparable companies, adjusted for
company-specific factors, one of the most important of which is Making It
Count's modest size relative to the comparable companies. The compared ratios
include: (1) equity value as a multiple of projected revenues, using
CollegeLink's equity value, which is the value of the total shares outstanding
times the recent share price, and (2) enterprise value as a multiple of revenue,
using CollegeLink's enterprise value, which is the equity value plus
CollegeLink's debt outstanding less cash on the balance sheet. The comparable
companies had an average revenue multiple of 1.7 times expected 2001 revenues
and 1.5 times expected 2002 revenues. Roth Capital concluded that the value of
the Making It Count division should be discounted by 40% relative to these
comparable companies, all of which are profitable and larger than Making It
Count. After discounting by 40%, Roth Capital concluded that the appropriate
multiple for Making It Count is 1.0 times 2001 revenues and 0.9 times 2002
revenues. This results in an implied gross equity value of $4,600,000 to
$6,500,000 and an implied enterprise valuation of $4,900,000 to $5,900,000.

         Roth Capital performed a similar analysis with respect to the
CollegeLink Division. The publicly traded companies that were compared to the
CollegeLink Division were:


                                     - 21 -
<PAGE>   28
         24/7 Media, Inc.
         Avenue A, Inc.
         Doubleclick, Inc.
         Engage, Inc.
         L90, Inc.
         Mypoints, Inc.
         NetCentives, Inc.

         Each of these comparable companies is a publicly traded e-marketing
company.

         Roth Capital calculated the ratios of the total market capitalization
and enterprise values of these other companies relative to their expected 2001
and 2002 revenues and then compared those ratios to those of the CollegeLink
Division. The comparable companies had an average revenue multiple of 1.5 times
estimated 2001 revenues and 1.1 times expected 2002 revenues. Roth Capital
concluded that the value of the CollegeLink Division should be discounted by 40%
relative to these comparable companies, all of which are larger than the
CollegeLink Division. After discounting by 40%, Roth Capital concluded that the
appropriate multiple for the CollegeLink Division is 0.9 times 2001 revenues and
0.7 time 2002 revenues. This leads to an implied gross equity value of the
CollegeLink Division in the range of $500,000 to $800,000 and an implied
enterprise valuation of $800,000 to $1,100,000.

         Roth Capital then combined the values of the Making It Count division
with the CollegeLink Division. This yielded an implied equity value of
$5,300,000 to $6,800,000. Accordingly, Roth Capital concluded that the purchase
price that TMP has proposed to pay to CollegeLink is relatively favorable to
CollegeLink's stockholders.

         We agreed to pay a fee of $100,000 to Roth Capital in connection with
its opinion to our board. We also agreed to reimburse Roth Capital for its out
of pocket expenses and agreed to indemnify Roth Capital for liabilities it might
incur in connection with the assignment. No portion of the fee we paid to Roth
Capital was contingent upon the conclusion reached in its opinion.

         A predecessor firm of Roth Capital was the lead underwriter of a public
offering of CollegeLink common stock that closed on January 24, 2000. The
January offering generated gross proceeds to CollegeLink of approximately
$8,800,000 and approximately $1,056,000 of discounts, fees and commissions for
Roth Capital. On February 28, 2000, Roth Capital exercised its option to
purchase an additional 330,000 shares of CollegeLink Common Stock, for which it
earned additional discounts, fees and commissions of approximately $158,400.

         We have not agreed to engage Roth Capital to provide any services to us
in the future.

NO CHANGES TO THE RIGHTS OF SECURITY HOLDERS; NO DISSENTER'S RIGHTS

         Our stockholders will not experience any change in their rights as
stockholders as a result of the sale of substantially all of our assets.
Dissenting stockholders will not have appraisal rights under Delaware law or
under CollegeLink's Certificate of Incorporation or By-laws.

FEDERAL INCOME TAX CONSEQUENCES

         The sale of substantially all of our assets to TMP is a transaction
taxable to CollegeLink. However, we believe that the transaction will result in
a loss for CollegeLink and that CollegeLink will not need to pay any taxes in
connection with the sale.

         The sale of CollegeLink's assets to TMP will not cause any federal
income tax consequences for CollegeLink's stockholders.

ACCOUNTING TREATMENT

         For accounting purposes, we will treat the sale of substantially all of
our assets as the sale of our investments in ECI, Inc., Student Success, Inc.
and Online Scouting Network, Inc. Most of our assets were obtained by us in
connection with our acquisitions of ECI, Inc. on August 10, 1999, and Student
Success, Inc. on February 17, 2000, and a licensing transaction with Online
Scouting Network, Inc. on March 20, 2000. Our cost for the ECI acquisition was
approximately $8,038,000, including payment of cash, common stock and preferred
stock and the assumption of liabilities. Our cost for the Student Success
acquisition was approximately $8,644,000, including payment of cash and common
stock and the assumption of liabilities. Our cost for the OSN transaction was
approximately $1,028,000, including the payment of cash and common stock. After
taking into account accumulated amortization of $900,354 as of December 31,
2000, a goodwill impairment charge of $12,817,556 as of December 31, 2000, and
additional accumulated amortization of $73,205 as of March 31, 2001, the
carrying value of our investments in these companies was $3,920,448 as of March
31, 2001. After subtracting the carrying value of the assets that we have agreed
to transfer to TMP ($3,920,448 as of March 31, 2001) from the total
consideration that

                                     - 22 -
<PAGE>   29
we expect to receive from TMP ($3,800,000 before the payment of post-closing
obligations to CollegeLink-related parties) we expect to incur a loss of
approximately $120,448 in connection with this transaction. The reasons for the
decline in the value of our assets include (1) the decreased demand for
Internet-related assets, (2) the sharp increase in the number of
undercapitalized Internet businesses that were offering to sell their assets,
and (3) our lack of working capital, which significantly limited our bargaining
power.

                                  OTHER MATTERS

TRANSACTIONS WITH O'BRIEN, BAKER AND PAXTON

         CollegeLink has entered into an agreement (the "redemption agreement")
with two former CollegeLink officers that requires CollegeLink to redeem their
CollegeLink stock and pay them bonuses with a portion of the proceeds from the
TMP transaction.

         The two former CollegeLink officers are Patrick O'Brien and Bradford
Baker. Messrs. O'Brien and Baker were the founders and, together with a trust
for the benefit of Mr. O'Brien's family, the sole stockholders of Student
Success, Inc., which was acquired by CollegeLink in February 2000 and currently
operates as CollegeLink's Making It Count division. After the Student Success
acquisition, Mr. O'Brien served as chief executive officer of CollegeLink.com
until September 2000 and Mr. Baker served as president of CollegeLink.com until
September 2000. Messrs. O'Brien and Baker have been serving as paid consultants
to CollegeLink since they resigned as officers. They are each paid fees at the
rate of $135,000 per year, and they are each eligible for bonuses based on the
performance of the Making It Count division. Their consulting arrangements with
CollegeLink will terminate upon the closing of the sale of assets to TMP.

         Some of the reasons for the redemption agreement relate to the
circumstances of the acquisition of Student Success. CollegeLink signed a merger
agreement with Student Success and Messrs. O'Brien and Baker on October 20,
1999. At the time, the parties anticipated that CollegeLink would pay the
Student Success stockholders a portion of the proceeds raised in a public
offering of CollegeLink stock that ultimately closed on January 24, 2000. When
the January 2000 offering did not raise as much cash as the parties had
expected, CollegeLink decided to conserve cash by renegotiating the merger
agreement. Under the amended merger agreement, Messrs. O'Brien and Baker agreed
to accept 500,000 shares of CollegeLink common stock (then trading at
approximately $4.00 per share) in lieu of $1,000,000 of cash.

         While CollegeLink was soliciting offers for its assets in the fall of
2000, Messrs. O'Brien and Baker informed CollegeLink that they would only agree
to work for the ultimate buyer if CollegeLink agreed to share with them a
portion of the sale proceeds. After receiving the TMP offer, which was
conditioned upon the employment of Messrs. O'Brien and Baker, CollegeLink agreed
to pay them 15% of the proceeds from the sale of the Making It Count assets in
exchange for all of the shares of CollegeLink common stock that were owned or
controlled by either of them. CollegeLink and Messrs. O'Brien and Baker agreed
that, for purposes of determining payments to O'Brien and Baker, $4,000,000 of
the $5,400,000 purchase price was attributable to CollegeLink's Making It Count
division. Accordingly, CollegeLink has agreed to pay to Messrs. O'Brien and
Baker, from the proceeds of the sale of the Making It Count division to TMP,
$600,000 for their 1,625,000 shares. The redemption price of $.037 per share
payable by CollegeLink for the shares of Common Stock held by Messrs. Baker and
O'Brien represents a premium of approximately $0.21 per share above
CollegeLink's closing price on the date the purchase agreement was first
approved by CollegeLink's board of directors. Messrs. Baker and O'Brien have
agreed to vote all of the CollegeLink shares that they own or control in favor
of the sale of assets to TMP. The proposal to sell CollegeLink's assets to TMP
requires the affirmative vote of a majority of the outstanding shares entitled
to vote at the meeting. The shares owned or controlled by Messrs. O'Brien and
Baker represent approximately 9.8% of the total number of shares that are
eligible to be voted at the special meeting.

         In addition to redeeming their CollegeLink shares, Messrs. O'Brien and
Baker required, and CollegeLink agreed, to pay bonuses to Messrs. O'Brien and
Baker and to certain key employees of the Making It Count division. Any such
bonuses will be subject to the closing of the sale to TMP. At the time of the
TMP closing, Messrs. O'Brien and Baker will each receive $31,250 to discharge
any performance bonuses due to them under their CollegeLink employment and
consulting agreements and $75,000 for their agreement to accept employment with
TMP. Employees of the Making It Count division will receive bonuses at the
closing in the aggregate amount of $125,000.

         If the sale of assets to TMP is consummated, Messrs. Baker and O'Brien
will each become Vice Presidents of TMP reporting to Senior Vice Presidents of
TMP. They will each be paid an initial base salary of $165,000 per year and will
be eligible to receive a bonus of up to $41,250 at the end of 2001, based on the
performance of certain goals in the discretion of TMP. Messrs. O'Brien and Baker
will each be awarded an option to purchase 8,000 shares of TMP common stock, at
an exercise price equal to the Nasdaq closing price on the date of grant, and
each option will vest in four equal installments over four years.


                                     - 23 -
<PAGE>   30
         Gerald Paxton was a founder of ECI, Inc., which was acquired by
CollegeLink on August 10, 1999. Mr. Paxton has served as a consultant of
CollegeLink since August 10, 1999. TMP has made it a condition to the closing of
the purchase agreement that Mr. Paxton must enter into a consulting agreement
with TMP at the closing. If the sale of assets to TMP is consummated, Mr. Paxton
expects CollegeLink to pay him approximately $200,000 in connection with the
termination of his consulting agreement with CollegeLink and for his agreement
to provide consulting services to TMP. CollegeLink has not agreed to make any
payment to Mr. Paxton. Mr. Paxton and TMP have not yet reached agreement on the
terms of his proposed consulting arrangement with TMP.

         Mr. Paxton is a member of the group of former ECI stockholders who
commenced a class action lawsuit against CollegeLink and its officers and
directors on April 12, 2001. (See "Legal Proceedings" on page 13.) Mr. Paxton
was a director of ECI until it was acquired by CollegeLink and he owned
approximately 30% of ECI's outstanding common stock. If the class of former ECI
stockholders is able to obtain an award of damages or settlement from
CollegeLink, then it is possible that Mr. Paxton would receive approximately 30%
of any such award or payment.

         Messrs. O'Brien, Baker and Paxton were involved in CollegeLink's
initial discussions with TMP. When CollegeLink representatives first met with
TMP representatives on May 10, 2000, Mr. O'Brien was the chief executive officer
of CollegeLink and Mr. Baker was the president. Although CollegeLink's chairman
Mr. Fisher was solely responsible for all negotiations concerning the sale of
CollegeLink's assets, Messrs. O'Brien, Baker and Paxton met with TMP
representatives and were instrumental in enticing TMP to make an offer. If the
proposed sale to TMP is consummated, Messrs. O'Brien, Baker and Paxton will
benefit from their employment and consulting arrangements with TMP and from
their redemption, termination and bonus arrangements with CollegeLink.

CORPORATE NAME CHANGE

         One of the assets that CollegeLink has agreed to sell to TMP is its
right to the name "CollegeLink.com". If the CollegeLink stockholders approve the
sale of assets to TMP in accordance with the purchase agreement, then it will be
necessary for CollegeLink to change its name. The Board of Directors has
proposed that CollegeLink change its name to "Cytation Corporation". The name
change must be approved by the CollegeLink stockholders. If the CollegeLink
stockholders approve the name change at the special meeting, then the officers
of CollegeLink will effect the name change prior to the closing of the sale of
assets by filing a certificate of amendment to CollegeLink's certificate of
incorporation with the Delaware Secretary of State.

INTERIM FINANCING FROM TMP

         TMP has advanced $925,000 to CollegeLink to cover CollegeLink's
operating deficits from November 30, 2000, through March 2001. The first four
outstanding advances are evidenced by an interest-bearing promissory note dated
November 30, 2000, in the principal amount of $250,000, a second
interest-bearing promissory note dated December 15, 2000, also in the principal
amount of $250,000, a third interest-bearing promissory note dated February 16,
2001, also in the principal amount of $250,000, and a fourth interest-bearing
promissory note dated February 26, 2001, in the principal amount of $75,000. All
of the first four outstanding notes become due on the first to occur of (1) the
closing of the sale of assets to TMP, (2) the date (if any) that CollegeLink
terminates the purchase agreement, or (3) the date four months after the date
(if any) that TMP terminates the purchase agreement. CollegeLink's obligation to
repay these four term notes is secured by a lien on all of CollegeLink's assets.

         A fifth advance, for $100,000, was made on March 20, 2001, under a
$350,000 line of credit from TMP. CollegeLink estimates that it will need to
borrow an additional $225,000 to support its operations through the closing. TMP
has no obligation to make any advances under the line of credit, but might do so
from time to time upon the request of CollegeLink, in TMP's sole discretion. The
line of credit is evidenced by an interest-bearing promissory note. The note is
payable upon demand and is secured by a lien on all of CollegeLink's assets and
a pledge of the stock of CollegeLink Corporation.

         If the advances from TMP are not repaid at the closing then they will
be assumed by TMP at the closing. As described in "Terms of Transaction" above,
the purchase price payable to CollegeLink will be reduced by the amount that the
assumed liabilities exceed CollegeLink's tangible and certain other assets.

         TMP is under no obligation to advance any funds to CollegeLink under
the $350,000 demand note, the purchase agreement or otherwise. CollegeLink has
received no assurances from TMP or any other entity that it will obtain the
necessary financing to continue operations until the closing of the sale of
assets.




                                     - 24 -
<PAGE>   31
                              SECURITY OWNERSHIP OF
                    CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table sets forth certain information regarding the
beneficial ownership of the CollegeLink's voting securities as of April 1, 2001,
by (i) each person or entity known to us to own beneficially five percent or
more of any series of preferred stock and common stock, (ii) each of our
directors, (iii) each of our named executive officers, and (iv) all of our
directors and executive officers as a group. Except as otherwise noted, each
beneficial owner has sole voting and investment power with respect to the shares
shown.

COMMON STOCK:
<TABLE>
<CAPTION>
                                                                            NUMBER OF SHARES
                                                                              BENEFICIALLY
                NAME AND ADDRESS OF BENEFICIAL OWNER(1)                          OWNED (2)
                ---------------------------------------                          ---------
<S>                                                                         <C>                                <C>
EER Systems, Inc...................................................           1,587,001 (3)                    10.3%
         3750 Centerview Drive
         Chantilly, Virginia 20151
Kevin J. High......................................................           1,531,164 (4)                    9.7%
Richard A. Fisher..................................................           1,212,662 (5)                    7.7%
PNC Investment Corp................................................           1,000,000 (6)                    6.1%
         One PNC Plaza
         249 Fifth Avenue
         Pittsburgh, Pennsylvania 15222
Mark Rogers........................................................             171,420 (7)                    1.1%
All directors and executive officers as a group                               2,915,246 (8)                    18.0%
   (3 persons)......................................................
</TABLE>
----------------------
(1)      Unless otherwise noted, each stockholder's address is c/o
         CollegeLink.com Incorporated, 251 Thames Street, Bristol, Rhode Island
         02809.

(2)      Beneficial ownership is determined in accordance with the rules of the
         Securities and Exchange Commission and generally includes voting or
         investment power with respect to securities. Except as indicated, each
         person possesses sole voting and investment power with respect to all
         of the shares of common stock owned by such person, subject to
         community property laws where applicable. In computing the number of
         shares beneficially owned by a person and the percentage ownership of
         that person, shares of common stock subject to options held by that
         person that are currently exercisable, or become exercisable by May 30,
         2001 (60 days after April 1, 2001), are deemed outstanding. Such
         shares, however, are not deemed outstanding for the purpose of
         computing the percentage ownership of any other person. Percentage
         ownership is based on 15,366,660 shares of common stock outstanding on
         April 1, 2001, plus securities deemed to be outstanding with respect to
         individual stockholders pursuant to Rule 13d-3(d)(1) under the Exchange
         Act.

(3)      Includes 86,476 shares owned by affiliates of EER Systems.

(4)      Includes 471,098 shares of common stock held jointly with his wife,
         17,295 shares of common stock held by each of his two minor children,
         143,000 shares of common stock held by a limited liability company of
         which his wife is a managing member, and 414,412 shares of common stock
         subject to options exercisable by May 30, 2001.

(5)      Includes 781,479 shares of common stock held by Karen B. Fisher, the
         wife of Richard A. Fisher, and 414,412 shares of common stock issuable
         upon exercise of stock options issued to Richard A. Fisher, which are
         exercisable by May 30, 2001.

(6)      Includes 1,000,000 shares of common stock issuable upon conversion of
         the Series C Preferred Stock.

(7)      Includes 10,000 shares of common stock subject to options exercisable
         by May 30, 2001.

(8)      Includes 838,824 shares of common stock subject to options exercisable
         by May 30, 2001.

                                      -25-
<PAGE>   32
PREFERRED STOCK:
----------------
<TABLE>
<CAPTION>
                                                                              NUMBER OF SHARES
                                                                                 BENEFICIALLY
                       NAME OF BENEFICIAL OWNER                                   OWNED (1)
                       ------------------------                                   ---------
<S>                                                                           <C>                                   <C>
     PNC Investment Corp............................................            1,000,000 (3)                       46.7%
           One PNC Plaza
           249 Fifth Avenue
           Pittsburgh, PA 15222
     Provident Accident and Insurance Co............................             750,000 (4)                        35.0%
           One Fountain Square
           Chattanooga, TN 37402
     Bost & Co......................................................             250,000 (5)                        11.7%
           c/o North American
            Management Corp.
           Ten Post Office Square
           Suite 300
           Boston, MA 02109
</TABLE>
---------------------
(1)      Beneficial ownership is determined in accordance with the rules of the
         Securities and Exchange Commission and generally includes voting or
         investment power with respect to securities. Except as indicated, each
         person possesses sole voting and investment power with respect to all
         of the shares of preferred stock owned by such person, subject to
         community property laws where applicable.

(2)      Based on 2,140,000 shares of preferred stock outstanding as of December
         13, 2000, including Series A Preferred Stock and Series C Preferred
         Stock.

(3)      Consists of 1,000,000 shares of Series C Preferred Stock. The Series C
         Preferred Stock does not have voting rights (except with respect to the
         election of one director under certain circumstances) but is
         convertible into Common Stock. See "Common Stock" table.

(4)      Consists of 750,000 shares of Series A Preferred Stock.

(5)      Consists of 250,000 shares of Series A Preferred Stock.



                                      -26-
<PAGE>   33
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

INTRODUCTION

         The information set forth below should be read in connection with the
financial statements and notes thereto, as well as other information contained
in this proxy statement which could have a material adverse effect on our
financial condition and results of operations.

RESULTS OF OPERATIONS

         Fiscal Year Ended June 30, 2000, Compared to Fiscal Year Ended June 30,
1999

         Revenue: Revenues were approximately 196% greater in the year ended
June 30, 2000 than for the previous year and shows the significance of the shift
in business focus of CollegeLink over the past year as a result of the
acquisitions of ECI in August 1999 and Student Success in February 2000. We
generated revenue of approximately $273,000 from businesses that we discontinued
in the fiscal year ended June 30, 2000. We realized a gain of approximately
$513,000 on the sales of these businesses. We derived the balance of revenue in
the amount of approximately $1,366,000 from our high school and college
programs, including principally the "Making It Count" programs.

         Cost of Revenues: Our cost of revenues was approximately $735,000 in
the year ended June 20, 2000, which we incurred entirely in the operation and
administration of the "Making It Count" programs. We accounted for all expenses
incurred in operating our businesses in the year ended June 30, 1999, as
operating Expenses and not as Cost of Revenues.

         Operating Expenses: Operating expenses for the year ended June 30,
2000, were approximately 200% higher than the previous year. This increase is
attributable principally to our acquisition of ECI and Student Success, a
corresponding change in our overall business and a substantial increase in the
scope of operations. In particular, this increase reflects a 1,042 percent
increase in sales and marketing expenses (to approximately $4,000,000 from
$350,000), which reflects (i) the cost of extensive marketing programs and
campaigns to expand and commercialize the number of admission cycle services
offered by CollegeLink, and (ii) an increase in the number of "Making It Count"
programs to three and an expansion of their reach by as much as 500%. In
addition, we experienced a nearly 600% increase in depreciation and amortization
of goodwill incurred as a result of the acquisitions of ECI and Student Success;
and a 74% increase in general and administrative expenses resulting principally
from the acquisitions of ECI and Student Success.

         Income: As a result of all of the above, the operating loss for the
year ended June 30, 2000, was $8,300,000, an increase of $5,700,000 or 216% from
$2,600,000 for the comparable period in 1999.

         Six Months Ended December 31, 2000, Compared to the Six Months Ended
December 31, 1999

         Revenue: Revenues were approximately 200% greater in the six months
ended December 31, 2000, than for the previous year and shows the significance
of the shift in business focus of CollegeLink over the past year as a result of
the acquisitions of ECI in August 1999 and Student Success in February 2000. Our
web site hosting and web services business was discontinued in year ended
December 1999, and therefore no significant related revenue has been recorded
this period. We derived the balance of revenue in the amount of approximately
$1,328,000 principally from our high school and college programs, including the
"Making It Count" programs.

         Cost of Revenues: Our cost of revenues was approximately $1,303,126 in
the six months ended December 31, 2000, which we incurred entirely in the
operation and administration of the "Making It Count" programs. We accounted for
all expenses incurred in operating our businesses in the six months ended
December 31, 1999, as operating Expenses and not as Cost of Revenues.

         Operating Expenses: Operating expenses for the six months ended
December 31, 2000, were approximately 15% lower than the previous related
six-month period. This decrease is attributable to a significant reduction of
our personnel in both technology and marketing departments, and reduced
technological development and marketing expenditures. Our total technology
expenditures were decreased by 78% from $1,474,378 in the six months ended
December 31, 1999 to $331,119 in the six months ended December 31, 2000. In
addition, our marketing expenditures for the same two periods decreased by 64%
from $1,843,891 to $657,679. Our general & administrative expenditures increased
by 145% from $1,119,145 to $2,744,068 as a result of increased overhead relating
to the administration of our Making It Count programs, which occurred after
December 31, 1999, and an increase in the scope of our operations.

         Income: As a result of all of the above, the operating loss for the six
months ended December 31, 2000, was $17,300,000, an increase of 318% or
$13,200,000 for the comparable period in 1999. CollegeLink incurred a charge in
the six-month period ending


                                      -27-
<PAGE>   34
December 31, 2000, for goodwill impairment of $12,800,000. This is included in
the above-mentioned operating loss for the respective period.

         Quarter Ended March 31, 2001 Compared to Quarter Ended March 31, 2000

         Revenue. Revenues were approximately 160% greater in the three months
ended March 31, 2001 than for the three months ended March 31, 2000, an increase
of $835,670 to $1,345,508 from $509,838. This increase is attributable to the
shift in our business focus as a result of the acquisitions of ECI, Inc. in
August 1999 and Student Success, Inc. in February 2000 to the provision of
online and offline services to students at transition points in their academic
careers. We derived substantially all of our revenue in the three months ended
March 31, 2001 in the amount of $1,301,182 from our high school and college
"Making It Count" programs.

         Cost of Revenues. Our cost of revenues was approximately $905,038 in
the three months ended March 31, 2001, all of which was incurred in connection
with the operation and administration of our "Making It Count" programs. This
significant increase compared to the three months ended March 31, 2000 is due to
the substantial variable cost of running the "Making It Count" programs and an
increase in the base of students being presented to.

         Operating Expenses. Operating expenses for the three months ended March
31, 2001 were approximately 23% less than for the three months ended March 31,
2000, a decrease of $498,640 to $1,670,291 from $2,168,931. This decrease is
partially attributable to a reduction of our marketing and technology personnel
as well as reduced technological development and marketing expenditures. Our
technology expenditures decreased by 86% to $31,263 from $222,610 and marketing
expenditures decreased by 65% to $139,368 from $399,834. Depreciation and
amortization decreased as a result of goodwill impairment incurred in the
previous quarter ending December 31, 2000. Our general and administrative
expenses increased 10% to $1,337,834 from $1,207,775.

         Income. The operating loss for the three months ended March 31, 2001
was approximately $1,246,375 compared to a loss of $1,628,876 for the three
months ended March 31, 2000, a decrease of $382,501.

LIQUIDITY AND CAPITAL RESOURCES

         Net cash used in operating activities was $386,938 for the three-month
period ended March 31, 2001 and $1,048,091 for the three-month period ended
March 31, 2000. As of March 31, 2001, CollegeLink had negative working capital
of $2,529,332 compared to positive working capital of $3,894,584 as of March 31,
2000.

         TMP has advanced $925,000 to CollegeLink and has indicated that it may
continue to fund operating deficits through the closing. CollegeLink estimates
that it will need to borrow an additional $225,000 to support its operations
through the closing. Some of these advances may have to be repaid at the closing
through a reduction in the purchase price for the assets. TMP's advances are
evidenced by interest bearing promissory notes and are secured by a lien on all
of CollegeLink's assets.

         Without the interim funding from, and the planned sale of assets to
TMP, there is substantial doubt as to CollegeLink's ability to continue as a
going concern. If the proposed sale of assets to TMP is not successfully
consummated, CollegeLink expects that it may have to liquidate and may have to
seek protection of the bankruptcy courts, in which event, the holders of
CollegeLink.com's common stock and preferred stock should not expect to receive
any payment on their securities in the ensuing liquidation of CollegeLink.

         CollegeLink considered whether or not to liquidate CollegeLink and
distribute the proceeds to its stockholders. CollegeLink decided that such a
liquidation and distribution would not be in the best interests of its common
stockholders because its preferred stockholders have a liquidation preference of
approximately $8,600,000. As a result, all proceeds from the sale of assets to
TMP that would be available for distribution to stockholders would be paid to
the preferred stockholders.

         If the sale of assets to TMP is approved by the CollegeLink.com
stockholders, CollegeLink's principal asset immediately after the closing will
be the cash received in the sale. The sale of assets will significantly reduce
CollegeLink's operating expenses. In the near term, CollegeLink will maintain a
single office of approximately 1,500 square feet and a full-time staff of three
employees. CollegeLink will examine business opportunities as they arise.

         We anticipate a monthly burn rate of approximately $65,000 for
CollegeLink if the proposed transaction is consummated. The following
assumptions were used to calculate the monthly burn rate: (1) salary and related
payments for base obligations to Richard Fisher and Kevin High pursuant to
existing employment agreements each has with CollegeLink; (2) the current salary
payment to CollegeLink's administrative assistant; (3) actual rent and common
area charges under CollegeLink's lease for its premises in Bristol,


                                      -28-
<PAGE>   35
Rhode Island; (4) utility and general expenses based on the previous three
months at CollegeLink's premises in Bristol, Rhode Island; (5) insurance
premiums based on existing policies for property, casualty, liability and
officers and directors liability insurance; (6) legal and accounting fees based
on previous expenditures, including those related to CollegeLink's reporting
requirements under the Securities Exchange Act of 1934, reduced to reflect the
expected reduced business activities of CollegeLink after the sale of its
assets; and (7) anticipated travel expenses relating to reviewing business
opportunities.

CERTAIN FACTORS THAT MAY AFFECT FUTURE RESULTS

         We do not provide forecasts of our future financial performance.
However, from time to time, information we provide in statements made by our
employees or officers may contain "forward-looking" information that involves
risks and uncertainties. In particular, statements contained in this Proxy which
are not historical facts constitute forward-looking statements and are made
under the safe harbor provisions of the Private Securities Litigation Reform Act
of 1995. You can identify these statements by forward-looking words such as
"may", "will", "expect", "anticipate", "believe", "estimate", "continue", and
similar words. You should read statements that contain these words carefully
because they: (1) discuss our future expectations; (2) contain projections of
our future operating results or financial condition; or (3) state other
"forward-looking" information. Various factors listed below, as well as any
cautionary language in this Proxy, provide examples of risks, uncertainties and
events that may cause our actual results to be materially worse than the
expectations we describe in our forward-looking statements.

         Each forward-looking statement should be read in conjunction with the
consolidated financial statements and notes thereto in this proxy statement and
with the information contained therein, the factors set forth below, together
with the Management's Discussion and Analysis of Financial Condition and Results
of Operations contained in CollegeLink's Annual Report on Form 10-KSB for the
year ended June 30, 2000, including, but not limited to, the section therein
entitled "Certain Factors That May Affect Future Results."

FUTURE BUSINESS OF COLLEGELINK (OR CYTATION IF THE PROPOSED TRANSACTION IS
CONSUMMATED).

         In selling substantially all of CollegeLink's assets, we are disposing
of the source of substantially all of our revenue for 2000. If the stockholders
approve the sale of CollegeLink's assets, then we will face risks associated
with pursuing unidentified business opportunities, including the following:

         Dependence on Management. CollegeLink stockholders will be entirely
dependent on the judgment of management in connection with the selection of
business opportunities. There can be no assurance that determinations ultimately
made by management will permit CollegeLink to achieve its business objectives.

         The ability of CollegeLink to successfully effect an acquisition will
be largely dependent upon the efforts of its officers and directors. The loss of
their services could have a material adverse effect on CollegeLink's ability to
successfully achieve its business objectives. If new officers or additional
personnel are required, there can be no assurance that CollegeLink will be able
to retain such necessary officers or additional personnel.

         No Specific Acquisitions Under Consideration. None of CollegeLink's
officers, directors or their affiliates have had any negotiations or
discussions, and there are no present plans, proposals, arrangements or
understandings, with any representatives or the owners of any business or
company regarding the possibility of an acquisition or merger transaction.

         Possible Acquisitions Not Limited to Specific Industry. While
CollegeLink will target industries located in the United States, CollegeLink has
not selected any particular industry or business. To the extent that CollegeLink
acquires a financially unstable company or an entity in its early stage of
development or growth (including entities without established records of
revenues or income), CollegeLink will become subject to numerous risks inherent
in the business and operations of financially unstable and early stage or
potential emerging growth companies. In addition, to the extent that CollegeLink
acquires an entity in an industry characterized by a high level of risk,
CollegeLink will become subject to the currently unascertainable risks of that
industry. An extremely high level of risk frequently characterizes certain
industries which experience rapid growth. Although management will endeavor to
evaluate the risks inherent in a particular business opportunity or industry,
there can be no assurance that CollegeLink will properly ascertain or assess all
such risks.

         Not Likely to be Able to Diversify Risks. As a result of its limited
resources, CollegeLink, in all likelihood, may have the ability to effect only a
single business opportunity. Accordingly, the prospects for CollegeLink's
success will be entirely dependent upon the future performance of a single
business. Unlike certain entities which have the resources to consummate several
business opportunities operating in multiple industries or multiple segments of
a single industry, it is highly likely that CollegeLink will not have the
resources to diversify its operations or benefit from the possible spreading of
risks or offsetting of losses. CollegeLink's probable lack of diversification
may subject CollegeLink to numerous economic, competitive and regulatory
developments, any or all of which may have a


                                      -29-
<PAGE>   36
material adverse impact upon the particular industry in which CollegeLink may
operate subsequent to an acquisition. The prospects for CollegeLink's success
may become dependent upon the development or market acceptance of a single or
limited number of products, processes or services. Accordingly, notwithstanding
the possibility of capital investment in and management assistance to the target
business by CollegeLink, there can be no assurance that the business opportunity
will prove to be commercially viable. CollegeLink has no present intention of
purchasing or acquiring a minority interest in any business.

         If the CollegeLink stockholders do not approve the sale of assets to
TMP, CollegeLink will continue to face the following risks and uncertainties:

     -    our auditors have expressed doubt about our ability to continue as a
          going concern;

     -    if we continue to incur losses, then the value of our common stock
          will likely decline;

     -    our common stock is subject to penny stock rules, consequently you may
          have greater difficulty selling your shares than if our stock was not
          subject to these rules;

     -    the value of our common stock fluctuates widely and you could lose
          money on your investment in our stock; and

     -    if we are not able to raise additional capital, we may not have the
          resources necessary to continue operations.

         Because of the foregoing and other factors, we may experience material
fluctuations in our future operating results on a quarterly or annual basis
which could materially adversely affect our business, financial condition,
operating results and stock price.

                              STOCKHOLDER PROPOSALS

         It is contemplated that the next annual meeting of stockholders will be
held on or about October 15, 2001. Proposals of stockholders intended for
inclusion in the proxy statement to be mailed to all stockholders entitled to
vote at the next annual meeting of stockholders must be received at our
principal executive offices within a reasonable time before CollegeLink begins
to print and mail its proxy materials for this meeting. In addition, Section 3
of our by-laws requires that a stockholder who wishes to propose an item of
business for consideration at the annual meeting must give us written notice of
such item of business not less than 60 days nor more than 90 days before the
date for such meeting describing any proposal to be brought before such
meeting. The procedural requirements are fully set forth in Section 3 of our
by-laws. In order to avoid controversy as to the date on which we received a
proposal, we suggest that stockholders desiring to submit proposals do so by
Certified Mail, Return Receipt Requested.

                                  MISCELLANEOUS

         The board of directors does not intend to present to the special
meeting any business other than the proposals listed herein, and the board was
not aware, a reasonable time before mailing this proxy statement to the
stockholders, of any other business which may be properly presented for action
at the special meeting. If any other business should come before the special
meeting, the persons present will have discretionary authority to vote the
shares they own or represent by proxy in accordance with their judgment.

                             ADDITIONAL INFORMATION

         We file annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission (the "SEC"). You
can inspect and copy these reports, proxy statements and other information at
the public reference facilities of the SEC, in Room 1024, 450 Fifth Street,
N.W., Washington, D.C. 20549; 7 World Trade Center, Suite 1300, New York, New
York 10048; and Suite 1400, Citicorp Center, 500 W. Madison Street, Chicago,
Illinois 60661. You can also obtain copies of these materials from the public
reference section of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549,
at prescribed rates. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference rooms. The SEC also maintains a web site
that contains reports, proxy and information statements and other information
regarding registrants that file electronically with the SEC
(http://www.sec.gov).

         We will mail, without charge, a copy of our Annual Report on Form
10-KSB for the year ended June 30, 2000, (excluding exhibits) to any stockholder
solicited hereby, upon oral or written request, by first class mail within one
business day of receipt of such request. Please submit any such written request
to: Shareholder Relations, CollegeLink.com Incorporated, 251 Thames Street,
Bristol, Rhode Island 02809. Any oral request should be directed to Veronica
Szewc, Secretary, at (401) 254-8800.



                                      -30-
<PAGE>   37
                          INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
Unaudited Financial Statements - March 31, 2001:
<S>                                                                                                                     <C>
      Balance Sheets - March 31, 2001 and December 31, 2000.............................................................F-2
      Statements of Operations - Three months ended March 31, 2001 and March 31, 2000...................................F-4
      Statements of Changes in Stockholders' Equity - Years ended
             March 31, 2001 and December 31, 2000.......................................................................F-5
      Statements of Cash Flows - Three months ended March 31, 2001 and March 31, 2000...................................F-6
      Notes to Unaudited Financial Statements...........................................................................F-7
Audited Financial Statements - June 30, 2000:
      Independent Auditors Report.......................................................................................F-9
      Balance Sheets - June 30, 2000 and June 30, 1999..................................................................F-10
      Statements of Operations - Years ended June 30, 2000 and June 30, 1999............................................F-11
      Statement of Changes in Stockholders' Equity - Years ended June 30, 2000 and June 30, 1999........................F-12
      Statements of Cash Flow - Years ended June 30, 2000 and June 30, 1999.............................................F-13
      Notes to Audited Financial Statements.............................................................................F-14
Audited Financial Statements - December 31, 2000:
      Independent Auditors Report.......................................................................................F-23
      Balance Sheets - December 31, 2000 and December 31, 1999..........................................................F-24
      Statements of Operations - Six months ended December 31, 2000 and December 31, 1999...............................F-26
      Statement of Changes in Stockholders' Equity - Years ended June 30, 2000 and June 30, 1999........................F-27
      Statement of Cash Flow - Six months ended December 31, 2000 and December 31, 1999.................................F-28
      Notes to Audited Financial Statements.............................................................................F-29
Unaudited Pro Forma Financial Statements:
      Statements of Operations - Year ended June 30, 2000...............................................................F-39
      Balance Sheet - December 31, 2000 ................................................................................F-40
      Statements of Operations - Six months ended December 31, 2000.....................................................F-42
      Notes to Unaudited Financial Statements ..........................................................................F-43
</TABLE>


                                       F-1
<PAGE>   38
                          COLLEGELINK.COM INCORPORATED
                                 BALANCE SHEETS
                                   (UNAUDITED)
                                     ASSETS
<TABLE>
<CAPTION>
                                                                                       March 31,    December 31,
                                                                                         2001         2000
                                                                                      -----------   ---------
                                                                                      (Unaudited)   (Audited)
<S>                                                                                  <C>           <C>
CURRENT ASSETS:
 Cash                                                                                $  189,994    $  161,481
 Accounts receivable, net                                                               501,729       382,539
 Notes receivable, stockholders, current portion                                             --        35,000
 Prepaid expenses and other current assets                                              183,436       276,635
                                                                                      ---------     ---------
  Total Current Assets                                                                  875,159       855,655
                                                                                      ---------     ---------
PROPERTY AND EQUIPMENT, Net                                                             549,095       571,072
                                                                                      ---------     ---------
OTHER ASSETS:
 Book right, net of accumulated amortization of $15,027 and $13,638, respectively        33,862        34,973
 Goodwill, net                                                                        4,172,692     4,245,897
 Website development costs, net                                                         331,247       361,587
                                                                                      ---------     ---------
                                                                                      4,537,801     4,642,457
                                                                                      ---------     ---------
  TOTAL ASSETS                                                                       $5,962,055    $6,069,184
                                                                                     ==========    ==========
</TABLE>



                                      F-2
<PAGE>   39
                          COLLEGELINK.COM INCORPORATED
                           BALANCE SHEETS (CONTINUED)
                                   (UNAUDITED)

                      LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
CURRENT LIABILITIES:
<S>                                                                             <C>              <C>
 Accounts payable and accrued expenses                                          $  1,551,077     $  1,188,560
 Notes payable                                                                       944,646          502,917
 Unearned revenue                                                                    908,768          715,207
                                                                                 -----------      -----------
  TOTAL LIABILITIES                                                                3,404,491        2,406,684
                                                                                 -----------      -----------

COMMITMENTS AND CONTINGENCIES                                                           --               --

STOCKHOLDERS' EQUITY:
 Series A convertible preferred stock, $4.00 stated value, $0.01 par value;
  2,500,000 shares authorized, 1,140,000 shares issued and outstanding             4,584,980        4,584,980
 Series B convertible preferred stock, $7.625 stated value, $0.01 par value;
   00,000 shares authorized, -0- and 279,771 shares issued and outstanding              --               --
 Series C convertible preferred stock, $4.00 stated value, $0.01 par value;
  1,000,000 shares authorized, 1,000,000 shares issued and outstanding             4,000,000        4,000,000
 Common stock, $0.001 par value, 100,000,000 shares authorized,
  15,366,660 and 15,302,535 shares issued and outstanding, respectively               15,377           15,302
 Additional paid-in capital                                                       24,403,222       24,402,656
 Deferred compensation                                                               (73,624)        (214,422)
 Accumulated deficit                                                             (30,372,391)     (29,126,016)
                                                                                 -----------      -----------
  TOTAL STOCKHOLDERS' EQUITY                                                       2,557,564        3,662,500
                                                                                 -----------      -----------
  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                    $  5,962,055     $  6,069,184
                                                                                ============     ============
</TABLE>


                                      F-3
<PAGE>   40
                          COLLEGELINK.COM INCORPORATED
                            STATEMENTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000
                                   (UNAUDITED)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                           2001                       2000
                                                                                           ----                       ----
REVENUES:
<S>                                                                              <C>                           <C>
 College and high school programs                                                $      1,301,182              $      419,656
 Web site hosting and web services                                                              -                      90,182
 Other revenues                                                                            44,326                           -
                                                                                 ----------------              --------------
                                                                                        1,345,508                     509,838
COST OF GOODS SOLD                                                                        905,038                     202,605
                                                                                 ----------------              --------------

  GROSS PROFIT                                                                            440,470                     307,233
                                                                                 ----------------              --------------
OPERATING EXPENSES:
 Technology                                                                                31,263                     222,610
 Depreciation and amortization                                                            161,826                     338,712
 Sales and marketing                                                                      139,368                     399,834
 General and administrative                                                             1,337,834                   1,207,775
                                                                                 ----------------              --------------

  TOTAL OPERATING EXPENSES                                                              1,670,291                   2,168,931
                                                                                 ----------------              --------------

  OPERATING LOSS                                                                       (1,229,821)                 (1,861,698)
                                                                                 ----------------              --------------

OTHER INCOME (EXPENSES)
 Interest income (expense), net                                                                                        54,822
 Gain on sale of business units                                                                 -                     178,000
                                                                                 ----------------              --------------

  TOTAL OTHER INCOME (EXPENSES)                                                           (16,554)                    232,822
                                                                                 ----------------              --------------

  LOSS BEFORE INCOME TAXES                                                             (1,246,375)                 (1,628,876)

INCOME TAXES                                                                                    -                           -
                                                                                 ----------------              --------------
  NET LOSS                                                                             (1,246,375)                 (1,628,876)

PREFERRED STOCK DIVIDEND EARNED                                                           128,775                     128,775
                                                                                 ----------------              --------------

  NET LOSS ATTRIBUTABLE TO COMMON SHARES                                         $     (1,375,150)              $  (1,757,651)
                                                                                 ================               =============
Net Loss Per Share (Basis and Diluted)                                           $          (0.09)              $       (0.15)
                                                                                 ================               =============

Weighted Average Common Shares Outstanding                                             15,306,020                  12,118,665
                                                                                 ================               =============
</TABLE>



                                      F-4
<PAGE>   41
                          COLLEGELINK.COM INCORPORATED
                  STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                     PREFERRED STOCK                             COMMON STOCK
                                                     ---------------                             ------------
                                              SHARES                AMOUNT               SHARES               AMOUNT
                                              ------                ------               ------               ------

<S>                                         <C>               <C>                     <C>                  <C>
Balance -  December 31, 2000                2,140,000         $   8,584,980           15,302,535           $  15,302


Issuance of stock for options exercised                                                   74,585                  75

Amortization of deferred compensation

Net loss
                                            ---------         -------------           ----------           ---------
Balance -     March 31, 2001                2,140,000         $   8,584,980           15,377,120           $  15,377
                                            =========         =============           ==========           =========
</TABLE>



<TABLE>
<CAPTION>
                                                 ADDITIONAL               DEFERRED                RETAINED
                                              PAID-IN CAPITAL           COMPENSATION              EARNINGS              TOTAL
                                              ---------------           ------------              --------              -----
<S>                                           <C>                    <C>                      <C>                   <C>
Balance -  December 31, 2000                  $    24,402,656        $      (214,422)         $ (29,126,016)        $  3,662,500


Issuance of stock for options exercised                   671                                                                746

Amortization of deferred compensation                                        140,797                                     140,797

Net loss                                                                                         (1,246,375)          (1,246,375)
                                              ---------------        ---------------          -------------         ------------
Balance -     March 31, 2001                  $    24,403,327        $       (73,625)         $ (30,372,391)        $  2,557,668
                                              ===============        ===============          =============         ============
</TABLE>



                                      F-5
<PAGE>   42
                          COLLEGELINK.COM INCORPORATED
                            STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                2001            2000
                                                            -----------     -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                         <C>             <C>
 Net loss                                                   $(1,246,375)    $(1,628,876)
 Adjustments to reconcile net loss to net cash
   used in operating activities:
    Depreciation and amoritzation                               161,826         338,712
    Stock-based compensation                                    140,797         244,192
    Accrued interest on note payable                             16,729              --
 Changes in operating assets and liabilities:
    Accounts receivable                                        (119,190)       (272,292)
    Prepaid expenses and others                                  93,199         153,328
    Accounts payable and accrued expenses                       372,516        (151,699)
    Unearned revenue                                            193,560         268,544
                                                            -----------     -----------

     CASH FLOW USED IN OPERATING ACTIVITIES                    (386,938)     (1,048,091)
                                                            -----------     -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
 Purchases of property and equipment                            (30,194)       (271,832)
 Collection on notes receivable                                  25,000              --
 Payments for acquisitions                                           --      (3,515,478)
 Capitalization of software development costs                    (4,996)       (415,935)
                                                            -----------     -----------

     CASH FLOW USED IN INVESTING ACTIVITIES                     (10,190)     (4,203,245)
                                                            -----------     -----------
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES
 Proceeds from note payable and debt                            425,000        (125,000)
 Proceeds from issuance of preferred stock                           --       1,050,000
 Proceeds from issuance of common stock, net of expenses            641       7,896,775
                                                            -----------     -----------

     CASH FLOW PROVIDED BY FINANCING ACTIVITIES                 425,641       8,821,775
                                                            -----------     -----------

     NET INCREASE (DECREASE) IN CASH                             28,513       3,570,439
                                                            -----------     -----------

CASH, Beginning                                                 161,481         531,383
                                                            -----------     -----------

CASH, Ending                                                $   189,994     $ 4,101,822
                                                            ===========     ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

 Cash paid during the periods for:
   Interest                                                 $        --     $        --
                                                            ===========     ===========
   Taxes                                                    $        --     $        --

 Non-cash investing and financing activities:
    Offset note receivable with accrued expenses            $    10,000     $        --
                                                            ===========     ===========
   Issuance of stock in connection with acquisitions        $        --     $ 6,407,813
                                                            ===========     ===========
</TABLE>


                                      F-6
<PAGE>   43
                          COLLEGELINK.COM INCORPORATED
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

1. BASIS OF PRESENTATION:

The accompanying unaudited financial statements of CollegeLink have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to prepare them for inclusion as
part of the Form 10-QSB. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements. The financial statements for the periods ended March 31,
2001and 2000 are unaudited and include all adjustments which in the opinion of
management are necessary in order to make the financial statements not
misleading. All such adjustments are of a normal recurring nature. The results
of CollegeLink's operations for any interim period are not necessarily
indicative of the results of CollegeLink's operations for a full fiscal year.
For further information, refer to the financial statements and footnotes thereto
included in CollegeLink's transition report (Form 10-KSB/A) filed with the
Securities and Exchange Commission for the six months ended.

2. THE COMPANY:

CollegeLink provides an extensive range of in-school and online services
directed at high school students and their parents, high school counselors,
college admissions officers and corporations which target the teen marketplace.

3. GOING CONCERN:

As shown in the accompanying unaudited financial statements, we incurred a net
loss of $1,246,375 during the period ended March 31, 2001. In addition, cash and
accounts receivable available at May 15 is able to support our operations at
present levels only through June 1, 2001. We have signed an agreement with TMP
Worldwide Inc. ("TMP") for the sale of substantially all of its assets to TMP.
We expect to call a special meeting of CollegeLink's stockholders in June of
2001 for the purposes of voting on this transaction and changing the name of
CollegeLink to "Cytation Corporation." If the transaction is approved by the
stockholders, CollegeLink will sell to TMP all of its revenue producing assets.
The proposal to sell its assets and to change its name requires the affirmative
vote of holders of a majority of the outstanding shares of stock entitled to
vote at the meeting. There are numerous conditions to the closing of the sale to
TMP, and therefore no assurance can be provided that the closing will in fact
occur, even if it is approved by the stockholders. In the event the sale of
assets to TMP is not completed, CollegeLink believes that either (1) TMP will
foreclose on its assets or (2) it will have to cease operations and seek
protection of the bankruptcy courts. In the event of bankruptcy, TMP or other
bidders might be able to acquire CollegeLink's assets at a price that is lower
than the price stated in the purchase agreement. See "Liquidity and Capital
Resources." If CollegeLink files for bankruptcy, it is possible that its
stockholders will receive no value for their shares of stock in CollegeLink. The
financial statements do not include any adjustments to the financial statements
that might be necessary should CollegeLink be unable to continue as a going
concern.

4. PURCHASE AGREEMENT/NOTES PAYABLE

On February 2, 2001, CollegeLink entered into an agreement with TMP to purchase
substantially all of the assets of CollegeLink for $5,400,000 (subject to
reduction as described below) in cash and assume substantially all of the
liabilities of CollegeLink. The purchase price is subject to reduction if the
value of the liabilities assumed by TMP exceeds the value of CollegeLink's
tangible assets and certain other assets at the time of the closing. The
completion of this transaction is subject to certain conditions, such as
approval from stockholders of CollegeLink. The purchase agreement was amended
and restated on May 2, 2001, and, as of May 16, 2001, the proposed sale of
assets had not been completed. In connection with the proposed sale of assets,
CollegeLink has agreed to pay to two former officers $300,000 each from the
proceeds of the sale in exchange for 1,625,000 shares of CollegeLink's common
stock. This payment ($600,000 in total) will be recorded as a purchase of
treasury stock at market value with the remainder to compensation expenses.
CollegeLink also agreed to pay to these two former officers cash bonuses of
$212,500 promptly after the closing of the sale of assets. Separately, TMP has
advanced $925,000 to CollegeLink in five installments since November 30, 2001.
The first four outstanding advances are evidenced by an interest-bearing
promissory note in the principal amount of $250,000, $250,000, $250,000 and
$75,000 on November 30, 2000, December 15, 2000, February 16, 2001 and February
26, 2001, respectively. The fifth advance, for $100,000 was made on March 20,
2001, under a $350,000 line of credit from TMP. Accrued interest of $19,646 was
included in the outstanding balance at March 31, 2001.



                                      F-7
<PAGE>   44
5. LEGAL PROCEEDING:

On April 12, 2001, a group of CollegeLink's stockholders commenced a purported
class action litigation against CollegeLink for claims relating to CollegeLink's
failure to register for resale the shares issued to these stockholders in
connection with the August 10, 1999 acquisition of ECI, Inc. The stockholders
allege that such registration was required by a registration agreement between
them and CollegeLink. Management intends to vigorously defend CollegeLink
against the claims raised in the stockholders' complaint and has asserted
counterclaims. Because this case commenced so recently, neither management nor
ColllegeLink's general counsel are able to predict the outcome of the case or
its possible effect on the financial position of CollegeLink.

6. INCOME (LOSS) PER SHARE:

CollegeLink adopted SFAS No. 128, "Earnings per Share". SFAS No. 128 eliminates
the presentation of primary and fully dilutive earnings per share ("EPS") and
requires presentation of basic and diluted EPS. Basic EPS is computed by
dividing income (loss) available to common stockholders by the weighted-average
number of common shares outstanding for the period. Diluted EPS is based on the
weighted-average number of shares of common stock and common stock equivalents
outstanding for the period. Common stock equivalents are not included in the
computation of diluted EPS for the periods ended March 31, 2001 and 2000 as such
inclusion is antidilutive.

7. EQUITY TRANSACTION:

On January 5, 2001, options to purchase 64,125 shares of CollegeLink's common
stock were exercised. The options had an exercise price of $.01 per share.



                                      F-8
<PAGE>   45
                          INDEPENDENT AUDITORS' REPORT



The Board of Directors and Stockholders
CollegeLink.com Incorporated
55 Hammarlund Way
Middletown, Rhode Island 02842

         We have audited the accompanying consolidated balance sheets of
CollegeLink.com Incorporated ("CollegeLink") as of June 30, 2000 and 1999, and
the related statements of operations, changes in stockholders' equity and cash
flows for each of the years then ended. These consolidated financial statements
are the responsibility of CollegeLink's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

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

         In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of CollegeLink
as of June 30, 2000 and 1999 and the results of its operations and its cash
flows for the years then ended in conformity with generally accepted accounting
principles.

         The accompanying consolidated financial statements have been prepared
assuming that CollegeLink will continue as a going concern. As discussed in Note
2 to the consolidated financial statements, CollegeLink incurred a net loss of
$7,882,864 during the year ended June 30, 2000, and the existing cash is
insufficient to fund CollegeLink's cash flow needs for the next year. These
conditions raise substantial doubt about its ability to continue as a going
concern. Management's plans in regard to these matters are also described in
Note 2. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

/s/        RADIN, GLASS & CO., LLP
----------------------------------
Certified Public Accountants


July 21, 2000
New York, New York





                                      F-9
<PAGE>   46
                          COLLEGELINK.COM INCORPORATED
                                 BALANCE SHEETS

                                     ASSETS
<TABLE>
<CAPTION>
                                                                                                        June 30,
                                                                                                        --------
                                                                                                  2000           1999
                                                                                                  ----           ----
<S>                                                                                          <C>            <C>
Current assets:
           Cash and cash equivalents                                                         $ 2,236,430    $ 1,371,100
           Accounts receivable, net of allowance for doubtful accounts of $ -0- and
           $10,000, respectively                                                                 422,005        100,163
           Notes receivable, stockholders, current portion                                        60,000           --
           Note receivable, other                                                                 89,170           --
           Prepaid expenses and other                                                            122,128         85,249
                                                                                             -----------    -----------
                     Total current assets                                                      2,929,733      1,556,512
                                                                                             -----------    -----------
Property and Equipment, net                                                                      759,829        250,484
                                                                                             -----------    -----------
Other Assets:
           Book right, net of accumulation amortization of $13,638                                36,362           --
           Notes receivable, stockholders, less current portion                                  120,000           --
           Goodwill, net                                                                      16,266,737           --
           Other intangible, net                                                                 943,126           --
           Website development costs, net                                                        378,350           --
                                                                                             -----------    -----------
Total Other Assets                                                                            17,744,575           --
                                                                                             -----------    -----------

Total assets                                                                                 $21,434,137    $ 1,806,996
                                                                                             ===========    ===========
</TABLE>


                      LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
                                                                                                      June 30,
                                                                                                      --------
                                                                                                2000                1999
                                                                                                ----                ----
<S>                                                                                        <C>              <C>
Current liabilities
           Accounts payable and accrued expenses                                           $    698,005     $    395,344
           Prepaid program fee                                                                  145,000             --
           Unearned revenue                                                                      60,883           35,000
                                                                                           ------------     ------------
           Total liabilities                                                                    903,888          430,344
                                                                                           ------------     ------------

Commitments and contingencies:

Stockholders' Equity:
   Series A convertible preferred stock, $4.00 stated value, $0.01 par value;
      2,500,000 shares authorized, 1,140,000 and 775,000 shares issued and
      outstanding,
      respectively                                                                            4,584,980        3,100,000
   Series B convertible preferred stock, $7.625 stated value, $0.01 par value; 300,000
      shares authorized, 279,771 shares issued and outstanding                                4,175,000             --
   Series C convertible preferred stock, $4.00 stated value, $0.01 par value; 1,000,000
      shares authorized, 1,000,000 shares issued and outstanding                              4,000,000             --
   Common stock, $0.001 par value; 100,000,000 shares authorized, 14,480,564 and
      9,152,211 shares issued and outstanding, respectively                                      14,481            9,152
   Additional paid-in capital                                                                20,077,354        2,459,718
   Deferred compensation                                                                       (246,484)            --
   Accumulated deficit                                                                      (12,075,082)      (4,192,218)
                                                                                           ------------     ------------
           Total stockholders' equity                                                        20,530,249        1,376,652
                                                                                           ------------     ------------
Total liabilities and stockholders' equity                                                 $ 21,434,137     $  1,806,996
                                                                                           ============     ============
</TABLE>


                 See accompanying notes to financial statements.




                                      F-10
<PAGE>   47
                          COLLEGELINK.COM INCORPORATED
                            STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                           Years Ended June 30,
                                                           --------------------
                                                         2000              1999
                                                         ----              ----
<S>                                                  <C>              <C>
Revenues:
           College and high school programs          $  1,365,790     $       --
           Web site hosting and web services              273,028          398,406
           Other revenues                                  24,909          163,515
                                                     ------------     ------------
           Total revenues                               1,663,727          561,921
                     Cost of Revenues                     734,882             --
                                                     ------------     ------------
                     Gross Profit                          28,845          561,921
                                                     ------------     ------------

Operating expenses:
           Technology                                     464,120          337,997
           Depreciation and amortization                  906,840          131,545
           Selling and marketing                        4,036,602          350,151
           General and administrative expenses          4,038,982        2,286,600
                                                     ------------     ------------
           Total operating expenses                     9,446,544        3,106,293
                                                     ------------     ------------
           Operating loss                              (8,517,699)      (2,544,372)
                                                     ------------     ------------
Other income (expense):
           Interest income (expense), net                 121,119          (42,053)
           Gain on sale of business units                 513,716             --
                                                     ------------     ------------
           Total other income (expense)                  (634,835)         (42,053)
                                                     ------------     ------------
           Loss before income taxes                    (7,882,864)      (2,586,425)
Income taxes                                                 --               --
                                                     ------------     ------------
Net loss                                             $ (7,882,864)    $ (2,586,425)
                                                     ------------     ------------

Preferred Stock Dividend Earned                           432,824           42,485
                                                     ------------     ------------
           Net loss attributable to common shares    ($ 8,315,688)    ($ 2,628,910)
                                                     ============     ============

Weighted average number of shares outstanding          11,392,911        6,531,153
                                                     ============     ============

Net loss per share (basic and diluted)               ($      0.73)    ($      0.40)
                                                     ============     ============
</TABLE>


                 See accompanying notes to financial statements.




                                      F-11
<PAGE>   48
                          COLLEGELINK.COM INCORPORATED
                  STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                       Years Ended June 30, 2000 and 1999
<TABLE>
<CAPTION>
                                                             Preferred Stock                     Common Stock
                                                             ---------------                     ------------
                                                             Shares       Amount           Shares            Amount
                                                             ------       ------           ------            ------

<S>                                                      <C>           <C>                 <C>           <C>
Balance at July 1, 1998                                        543     $    542,500        3,482,556     $      3,483
   Conversion of preferred stock                              (543)        (542,500)         453,976              454
   Issuance of shares for assets                                                           1,345,350            1,345
   Issuance of shares for compensation                                                     1,372,070            1,372
   Issuance of shares for services                                                           559,438              559
   Sale of common shares, less expenses                                                      374,725              375
   Effect of merger transaction                                                            1,204,096            1,204
   Issuance of shares with debt                                                              360,000              360
   Issuance of Series A preferred stock                    775,000        3,100,000
   Dividends
   Net loss
                                                       -----------       ----------      -----------     ------------

Balance at June 30, 1999                                   775,000        3,100,000        9,152,211            9,152
   Issuance of Series A preferred stock                    365,000        1,484,980

   Issuance of stock in connection with ECI merger         279,771        4,175,000          659,005              659
   Issuance of shares for services                                                           170,624              171
   Shares adjustment                                                                          74,224               74
   Issuance of Series C preferred stock                  1,000,000        4,000,000
   Issuance of shares in connection with public
      offering, net of costs                                                               2,530,000            2,530
   Issuance of shares in connection with SSI
      acquisition                                                                          1,625,000            1,625
   Issuance of shares for assets - OSN                                                       225,000              225
   Issuance of options for compensation
   Amortization of deferred compensation
   Preferred stock dividend                                                                   44,500               45
   Net loss
                                                       -----------       ----------      -----------     ------------



Balance at June 30, 2000                                 2,419,771     $ 12,759,980       14,480,564    $     14,481
                                                      ============     ============     ============    ============
</TABLE>

<TABLE>
<CAPTION>
                                                          Additional            Deferred           Accumulated
                                                       Paid-in Capital        Compensation           Deficit               Total
                                                       ---------------        ------------           -------               -----

<S>                                                    <C>                 <C>                      <C>                 <C>
Balance at July 1, 1998                                $       990,490     $              --        $(1,605,793)           $(69,320)
   Conversion of preferred stock                               542,046                                                           --
   Issuance of shares for assets                               145,954                                                      147,299
   Issuance of shares for compensation                           1,008                                                        2,380
   Issuance of shares for services                             376,391                                                      376,950
   Sale of common shares, less expenses                        194,625                                                      195,000
   Effect of merger transaction                                  1,029                                                        2,233
   Issuance of shares with debt                                250,660                                                      251,020
   Issuance of Series A preferred stock                                                                                   3,100,000
   Dividends                                                   (42,485)                                                     (42,485)
   Net loss                                                                                          (2,586,425)         (2,586,425)
                                                       ----------------    -------------------       -----------         -----------

Balance at June 30, 1999                                     2,459,718                    --         (4,192,218)          1,376,652
   Issuance of Series A preferred stock                                                                                   1,484,980

   Issuance of stock in connection with ECI merger           2,882,488                                                    7,058,147
   Issuance of shares for services                             386,521              (142,500)                               244,192
   Shares adjustment                                               (74)                                                          --
   Issuance of Series C preferred stock                                                                                   4,000,000
   Issuance of shares in connection with public
      offering, net of costs                                 7,666,586                                                    7,669,116
   Issuance of shares in connection with SSI
      acquisition                                            5,787,438                                                    5,789,063
   Issuance of shares for assets - OSN                         618,525                                                      618,750
   Issuance of options for compensation                        441,074              (178,125)                               262,949
   Amortization of deferred compensation                                              74,141                                 74,141
   Preferred stock dividend                                   (164,922)                                                    (164,877)
   Net loss                                                                                          (7,882,864)         (7,882,864)
                                                           -----------             ----------        -----------         -----------

Balance at June 30, 2000                                   $20,077,354             $(246,484)      $(12,075,082)        $20,530,249
                                                           ===========             ==========      =============        ===========
</TABLE>


                See accompanying notes to financial statements.



                                      F-12

<PAGE>   49
                          COLLEGELINK.COM INCORPORATED
                            STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                                              Years Ended June 30,
                                                                                              --------------------
                                                                                             2000              1999
                                                                                             ----              ----
<S>                                                                                     <C>              <C>
Cash flows from operating activities:
   Net loss                                                                             $ (7,882,864)    $ (2,586,425)
   Adjustments to reconcile net loss to net cash used in operating activities:
      Depreciation and amortization                                                          906,840          131,545
      Stock-based compensation                                                               581,282          384,308
      Write off of accounts receivables                                                         --             89,800
      Loss on equipment disposal                                                                --              1,231
      Increase (decrease) to cash attributable to changes in assets and liabilities:
      Accounts receivable                                                                   (321,842)        (117,850)
      Prepaid expenses and other asset                                                       (73,241)         (72,372)
      Accounts payable and accrued expenses                                                  302,661           94,080
      Prepaid program fees                                                                   145,000             --
      Unearned revenues                                                                       25,884          (22,126)
                                                                                        ------------     ------------
Total adjustments:                                                                         1,556,584          488,616
                                                                                        ------------     ------------
      Net cash used in operating activities                                               (6,316,280)      (2,097,809)
                                                                                        ------------     ------------
Cash flows from investing activities:
   Purchases of property and equipment                                                      (662,242)         (26,520)
   Proceeds from equipment disposals                                                            --              9,600
   Proceeds from rent deposit                                                                   --              5,050
   Issuance of notes receivable                                                             (269,170)            --
   Payments of acquisitions                                                               (4,497,847)            --
   Capitalization of website development costs                                              (378,350)            --
                                                                                        ------------     ------------
      Net cash used in investing activities                                               (5,807,609)         (11,870)
                                                                                        ------------     ------------
Cash flows from financing activities:
   Proceeds from issuance of preferred stock                                               5,484,980        3,100,000
   Proceeds from issuance of debt                                                               --            251,021
   Proceeds from issuance of common shares                                                 7,669,116          195,000
   Repayment of dividends                                                                   (164,877)         (42,485)
   Repayment of notes payable, stockholders                                                     --            (58,071)
   Principal repayments of capital lease obligations                                            --            (11,049)
                                                                                        ------------     ------------
      Net cash provided by financing activities                                           12,989,219        3,434,416
                                                                                        ------------     ------------
      Net increase in cash and cash equivalents                                              865,330        1,324,737
Cash and cash equivalents - beginning                                                      1,371,100           46,363
                                                                                        ------------     ------------
Cash and cash equivalents - ending                                                      $  2,236,430     $  1,371,100
                                                                                        ============     ============
Supplemental disclosures of cash flow information: Cash paid during the years
   for:
   Income taxes                                                                         $     14,156     $        996
   Interest                                                                             $      7,351     $     32,979
Noncash investing and financing activities:
   Issuance of stock for debt                                                                   --       $     66,021
   Issuance of common stock for assets                                                  $ 13,465,960     $    147,299
     Preferred stock conversion to common stock                                                 --       $    542,500
Issuance of stock for preferred stock dividend                                          $     55,680             --
   Issuance of options for compensation                                                 $    462,401             --
</TABLE>

                See accompanying notes to financial statements.


                                      F-13
<PAGE>   50
1.       BUSINESS

                  On March 5, 1999, Cytation Corporation (formerly known as Web
         Services International, Inc.) was acquired by Cytation.com
         Incorporated, a New York corporation, (formerly known as Stylex Homes,
         Inc.) through a "reverse merger" transaction, whereby each outstanding
         share of Cytation Corporation was exchanged for 5.765 shares of
         Cytation.com Incorporated. This merger has been accounted for as a
         "Recapitalization" as if Cytation.com Incorporated issued additional
         shares for the net assets of Cytation Corporation. CollegeLink.com
         Incorporated ("CollegeLink"), a Delaware Corporation, is the surviving
         corporation in a merger on November 16, 1999 between Cytation.com
         Incorporated and CollegeLink. The number of common share information
         has been adjusted to reflect the effects of the mergers.

                  CollegeLink provides an extensive range of in-school and
         online services directed at high school students and their parents,
         high school guidance counselors, college admissions officers and
         corporations which target the teen marketplace.

2.       BASIS OF PRESENTATION

                  As shown in the accompanying financial statements, CollegeLink
         incurred a net loss of $7,882,864 during the year ended June 30, 2000.
         In addition, cash available at June 30, 2000 is able to support
         CollegeLink's operations at present levels only to November 2000.
         CollegeLink needs to raise more capital through public or private
         financing prior to November 2000. CollegeLink does not know if
         additional financing will be available or, if available, whether it
         will be available on attractive terms. If CollegeLink does raise more
         capital in the future, it is probable that it will result in
         substantial dilution to its stockholders. These factors create
         substantial doubt as to CollegeLink's ability to continue as a going
         concern beyond November 2000. The ability of CollegeLink to continue as
         a going concern is dependent upon the success of the capital offering
         or alternative financing arrangements. CollegeLink is currently under
         preliminary discussions with potential buyers to sell CollegeLink or
         one of its business segments. The financial statements do not include
         any adjustments to the financial statements that might be necessary
         should CollegeLink be unable to continue as a going concern.

3.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         (a)      USE OF ESTIMATES

                  The preparation of financial statements in accordance with
         generally accepted accounting principles requires management to make
         significant estimates and assumptions that affect the reported amounts
         of assets and liabilities at the date of the financial statements and
         the reported amounts of revenues and expenses during the reported
         period. Actual results could differ from those estimates.

         (b)      PROPERTY AND EQUIPMENT

                  Property and equipment are stated at cost and depreciated
         using the straight-line method over the estimated useful lives of the
         assets ranging from three to seven years for equipment, auto and
         furniture. Leasehold improvements are amortized over the term of the
         lease or the estimated life of the improvement, whichever is shorter.
         Whenever assets are sold or retired, their cost and related accumulated
         depreciation are removed from the appropriate accounts. Any gains and
         losses on dispositions are recorded in current operations.

         (c)      FAIR VALUE OF FINANCIAL INSTRUMENTS

                  The carrying amounts reported in the balance sheet for cash,
         trade receivables, accounts payable and accrued expenses approximate
         fair value based on the short-term maturity of these instruments.

         (d)      INCOME TAXES

                  CollegeLink utilizes the liability method of accounting for
         income taxes as set forth in SFAS 109, "Accounting for Income Taxes."
         Under the liability method, deferred taxes are determined based on the
         difference between the financial statement and tax basis of assets and
         liabilities using enacted tax rates in effect in the years in which the
         differences are expected to reverse.


                                      F-14
<PAGE>   51
         (e)      ADVERTISING COSTS

                  Advertising costs are expensed as incurred. Total advertising
         costs amounted to $1,937,095 and $49,428 for the years ended June 30,
         2000 and 1999, respectively.

         (f)      REVENUE RECOGNITION

                  Revenues are recognized when services are performed. For the
         college and high school programs, CollegeLink recognizes revenue over
         the program life, which generally is five to six months, taking into
         account the number of presentations completed and to be completed,
         costs and contract price. Deferred revenue represents unearned revenue
         for the uncompleted programs at the balance sheet date based upon
         number of presentations not yet completed. Prepaid program fees
         represent fees received in advances for programs not yet started.

         (g)      EMPLOYEE STOCK OPTIONS AND SHARES ISSUED FOR SERVICES

                  CollegeLink accounts for employee stock transactions in
         accordance with APB Opinion No. 25, "Accounting for Stock Issued to
         Employees." CollegeLink has adopted the pro forma disclosure
         requirements of SFAS 123, "Accounting for Stock-Based Compensation."
         Accordingly, any excess of fair market value of stock issued to
         employees over exercise prices has been recorded as compensation
         expense and additional paid in capital.

         (h)      LOSS PER SHARE

                  CollegeLink adopted the provision of SFAS No. 128, "Earnings
         per Share". SFAS No. 128 eliminates the presentation of primary and
         fully dilutive earnings per share ("EPS") and requires presentation of
         basic and diluted EPS. Basic EPS is computed by dividing income (loss)
         available to common stockholders by the weighted-average number of
         common shares outstanding for the period. Diluted EPS is based on the
         weighted-average number of shares of common stock and common stock
         equivalents outstanding for the period. Common stock equivalents are
         excluded in the computation of diluted EPS for the years ended June 30,
         2000 and 1999 as such inclusion is antidiluted. The computations of
         basic and diluted earnings per share from continuing operations were as
         follows:

<TABLE>
<CAPTION>
                                                                 June 30,
                                                    -------------------------------
                                                        2000                1999
                                                    -----------          ----------
<S>                                                 <C>                  <C>
Net Loss                                            $ 7,882,864          $2,586,425
Preferred Stock Dividend Earned                         432,824              42,485
                                                    -----------          ----------
Net Loss Attributable to Common Shares              $ 8,315,688          $2,628,910
Weighted Average Common Shares Outstanding           11,392,911           6,531,153
                                                    -----------          ----------
Net Loss per Share (Basic and Diluted)              $      0.73          $     0.40
                                                    ===========          ==========
</TABLE>

         (i)      ACCOUNTING FOR LONG-LIVED ASSETS

                  CollegeLink reviews long-lived assets, certain identifiable
         assets and any goodwill related to those assets for impairment whenever
         circumstances and situations change such that there is an indication
         that the carrying amounts may not be recoverable. At June 30, 2000 and
         1999 respectively, CollegeLink believed that there had been no
         impairment of long-lived assets (see Note 6 for CollegeLink's
         accounting for long-lived assets).

         (j)      REPORTING OF SEGMENTS

                  CollegeLink adopted No. 131, "Disclosures about Segments of an
         Enterprise and Related Information" during the year ended June 30,
         1999. SFAS No. 131 establishes the criteria for determining an
         operating segment and establishes the disclosure requirements for
         reporting information about operating segments. CollegeLink has
         determined that under SFAS No. 131, it operates in one segment of
         service.

         (k)      WEBSITE DEVELOPMENT COSTS

                  CollegeLink follows EITF 00-2 as to its website development
         costs. EITF 00-2 requires certain website development costs to be
         expensed and others to be capitalized. CollegeLink capitalized website
         development costs of $378,350 and expensed


                                      F-15
<PAGE>   52
         $38,672 during the year ended June 30, 2000 in accordance with EITF
         00-2, respectively. The website development costs will be amortized
         over three years once the website is completed. The capitalized costs
         are payroll and payroll taxes paid to the programmers after the
         planning stage.

         (l)      CASH AND CASH EQUIVALENTS

                  For purposes of the statement of cash flows, CollegeLink
         considers all short-term investments with an original maturity of three
         months or less to be cash equivalents.

         (m)      RECLASSIFICATION

                  Certain reclassifications have been made to the prior year's
         financial statements to conform to the current year presentation. These
         reclassifications had no effect on previously reported results of
         operations or retained earnings.

4.       NOTES RECEIVABLE, STOCKHOLDERS AND OTHER

         Notes receivable at June 30, 2000 and 1999 consist of the following:

<TABLE>
<CAPTION>
                                                                                                 June 30,
                                                                                                 --------
                                                                                           2000            1999
                                                                                           ----            ----
<S>                                                                                     <C>                <C>
         Note receivable from stockholder, due in monthly installment of $2,500
         plus interest at 5% through May 1, 2001.                                       $   25,000           --

         Note receivable from stockholder, principal and interest at 5% due on
         January 18, 2001.                                                                  35,000           --

         Note receivable from stockholders, non-interest bearing and due on July
         10, 2001.                                                                         120,000           --

         Note receivable-other, due on demand with interest at 6%.  Balance at June
         30, 2000 included accrued interest of  $2,175.                                     89,170           --
                                                                                          ---------     ---------
                                                                                           269,170           --
         Less: current portion                                                             149,170           --
                                                                                          ---------     ---------
         Notes receivable, less current portion                                           $120,000
                                                                                          ========      =========
</TABLE>

5.       PROPERTY AND EQUIPMENT

         Property and equipment at June 30, 2000 and 1999 consist of the
following:

<TABLE>
<CAPTION>
                                                           June 30,
                                                           --------                  Estimated
                                                   2000               1999           Useful Lives
                                                   ----               ----           ------------
<S>                                             <C>                <C>               <C>
         Computer and office equipment          $ 608,733          $  340,798          3 years
         Furniture and fixtures                   332,992              68,542          7 years
         Leasehold improvements                   172,421              42,566          5 years
                                                ---------          ----------
                                                1,114,146            451,906
         Less: accumulated depreciation           354,317             201,422
                                                ---------          ----------

         Property and Equipment, Net            $ 759,829          $  250,484
                                                =========          ==========
</TABLE>

         Depreciation expense for the years ended June 30, 2000 and 1999 was
$152,896 and $131,545 respectively.

6.       GOODWILL AND OTHER INTANGIBLE ASSETS

                  The carrying value of intangible assets, as required by
         Statements of Financial Accounting Standard ("SFAS") No. 121, is
         reviewed if the facts and circumstances, such as significant declines
         in sales, earnings or cash flows, or a material adverse change in the
         business environment indicated that an impairment may have occurred. If
         there is an indication of such impairment, an evaluation of the
         estimated cash flows of the related entity is made, and, if an
         impairment is indicated, a write down is made.


                                      F-16
<PAGE>   53
                  CollegeLink reviews long-lived assets, certain identifiable
         assets and any goodwill related to those assets for impairment whenever
         the conditions indicated in SFAS No. 121, Accounting for the Impairment
         of Long-Lived Assets and for Long-Lived Assets to be Disposed Of,
         require: a decrease in the market value of an asset, a change in use of
         the asset, a change in legal factors or business climate, accumulation
         of costs significantly in excess of original expectations or a current
         period loss combined with a history of losses.

                  Management does not believe that any of these events had
         occurred by June 30, 2000, and therefore that an impairment analysis
         was not required under SFAS 121. SFAS No. 121, paragraph 5, sets forth
         five examples of events or changes in circumstances that would warrant
         an assessment of assets for possible impairment:

                  a. A significant decrease in the market value of an asset. On
         June 30, 2000, CollegeLink's management had no compelling reason to
         believe that there had been a significant decrease in the market value
         of its assets. To the contrary, management believed that CollegeLink's
         principal assets had increased in value from the respective dates dates
         of their acquisition.

                  Internet-related assets. Since acquiring the online division
         in August 1999, CollegeLink had significantly improved its technology
         to be compatible with the Internet industry's ever-changing and
         improving computer technologies. CollegeLink expended significant funds
         over the period March through August 2000 to revamp and relaunch the
         collegelink.com. website and position its online division to generate
         revenue. The functionality of the site was expanded in preparation for
         the September 1, 2000 relaunch to encompass not only college
         applications but also scholarship and college search capabilities in
         addition to online student loan applications. CollegeLink had entered
         into an agreement in August 2000 with industry leader U.S. News & World
         Report to be that organization's exclusive online provider of college
         application services (replacing CollegeLink's principal competitor).
         Moreover, the online division's constituency of 900 college and
         university customers (colleges that accepted CollegeLink-processed
         applications) was fully intact on June 30, 2000, and CollegeLink had a
         full-time sales force of four engaged in onsite college sales calls to
         strengthen and expand these relationships. Further, the acquisition of
         Student Success, Inc. created a feeder for the online programs and
         helped generate an average of 1,400,000 monthly page views for
         collegelink.com during the ensuing school year, further enhancing the
         value of the existing intangible.

                  Offline assets. CollegeLink's Making It Count division was
         principally an offline business with a proven revenue generating
         business model. As of June 30, 2000, CollegeLink had concluded
         preparations for rolling out its "Making High School Count" Program to
         reach 700,000 students (an increase of 650,000 students); for launching
         and receiving sponsorship commitments for its new program, "Making Your
         College Search Count" (which is expected to reach in excess of 600,000
         students during the period January through June 2001); and for
         expanding its flagship program, "Making College Count", to reach an
         estimated 700,000 students during the period January through June 2001.
         This represented growth of approximately 400%.

                  b. A significant change in the extent or manner in which an
         asset is used or a significant physical change in an asset. On June 30,
         2000, CollegeLink's management did not believe that this indicator was
         applicable to CollegeLink.

                  c. A significant adverse change in legal factors or in the
         business climate that could affect the value of an asset or an adverse
         action or assessment by a regulator. On June 30, 2000, CollegeLink's
         management did not believe that this indicator was applicable to
         CollegeLink.

                  d. An accumulation of costs significantly in excess of the
         amount originally expected to acquire or construct an asset. On June
         30, 2000, CollegeLink's management did not believe that this indicator
         was applicable to CollegeLink.

                  e. A current period operating or cash flow loss combined with
         a history of operating or cash flow losses or a projection or forecast
         that demonstrates continuing losses associated with an asset used for
         the purpose of producing revenue. On June 30, 2000, CollegeLink's
         management did not believe that this indicator was applicable to
         CollegeLink. The fiscal year commencing July 1, 2000 marked the first
         time that the programs of the offline and online divisions were
         synchronized. CollegeLink's previous operating and cash flow losses
         were in part incurred from the operations of other (now discontinued)
         businesses or, with respect to the fiscal year ending June 30, 2000,
         were reflective of efforts to consolidate, restructure and integrate
         two acquired businesses and to follow through on commitments which had
         been made before their acquisitions. Projections prepared in June 2000
         for the offline division indicated revenue in excess of $4,000,000 and
         positive cash flow. Projections prepared in June 2000 for the online
         division indicated a significant increase in revenue based on expected
         growth of the use of the CollegeLink application service (particularly
         from colleges for whom CollegeLink had developed "back end" private
         label web application services) and from the sale of data collected
         online.


                                      F-17
<PAGE>   54
                  CollegeLink's management believed that the decline in the
         market price of CollegeLink's common stock reflected the market
         conditions generally and in particular for companies perceived as
         "dot.com" enterprises which increasingly were viewed critically if they
         could not demonstrate a revenue producing business model. At June 30,
         2000, management believed that CollegeLink was perceived by investors
         as a "dot.com" enterprise but in fact was in significant part an
         offline business with a business model in a different industry (self
         help/motivational) that indicated both revenue and positive cash flow.
         Accordingly, even if the decline in the market value of CollegeLink's
         common stock was a criterion for an impairment analysis in SFAS No.121,
         CollegeLink's management did not believe that is was reason to find
         impairment in either CollegeLink's acquired offline division or, given
         the relaunch of the collegelink.com website and the offline support
         CollegeLink anticipated would be generated for it through the greatly
         expanded "Making It Count" programs, for the online division as well.

                  For similar reasons, the decline of the "dot.com" industry in
         general, even if the decline in the industry of a company was a
         criterion for an impairment analysis in SFAS No .121, there would not
         have been reason to find impairment in either of CollegeLink's acquired
         divisions.

                  Goodwill and other intangible assets resulting from the
         acquisitions during the year ended June 30, 2000 (see Note 7) consists
         of the following:

<TABLE>
<CAPTION>
                                                                       Estimated
                                                   Amount             Useful Lives
                                                -----------           -------------
<S>                                             <C>                   <C>
         Goodwill                               $16,934,942             15 Years
         Technology                               1,028,865              5 Years
                                                -----------
                                                 17,963,807
         Less accumulated amortization              753,944
                                                -----------
                                                $17,209,863
                                                ===========
</TABLE>

                  Amortization expenses for the years ended June 30, 2000 and
1999 were $753,944 and $0, respectively.

7.       STOCKHOLDERS' EQUITY

         (a)      AUTHORIZED SHARES

                  CollegeLink's authorized shares consists of 110,000,000
         shares, divided into 100,000,000 shares of common stock, par value
         $.001 per share and 10,000,000 shares of preferred stock, par value
         $.01 per share.

         (b)      ACQUISITION OF ASSETS

                  In July 1998, CollegeLink issued 1,325,350 shares of its
         common stock to acquire the assets of Cytation Corporation, a Delaware
         corporation. The assets have been recorded at $2,299.

                  In June 1998, CollegeLink issued 20,000 shares of its common
         stock for the purchase of computer equipment valued at $145,000.

                  On March 20, 2000, CollegeLink entered into a license
         agreement with Online Scouting Network, Inc. ("OSN"). The license
         grants CollegeLink a non-exclusive right to use substantially all of
         OSN's intellectual property assets, including OSN's databases of
         student athletes and registered college coaches and OSN's proprietary
         software. As consideration for the license, CollegeLink paid OSN
         $260,000 in cash and issued 225,000 shares of its common stock valued
         at $2.75 per share.

         (c)      CONVERSION OF PREFERRED STOCK

                  On September 1, 1998, CollegeLink converted 543 shares of its
         preferred stock to 453,976 shares of its common stock.

         (d)      SHARES ISSUED FOR COMPENSATION

                  In December 1998, when management and board of directors
         believed the fair market value of the shares was $0.002 per share,
         management reduced the exercise price of previously outstanding stock
         options to $0.002 and all employees exercised such shares for
         compensation. Such compensation was recorded at $0.002 per share for
         1,372,070 shares.


                                      F-18
<PAGE>   55
         (e)      SHARES ISSUED FOR SERVICES

                  In December 1998, CollegeLink agreed to issue 504,438 shares
         to unrelated parties for financial services, which shares were recorded
         at fair market value at the time of the agreement of $0.002 per share.
         On May 7, 1999, CollegeLink issued 40,000 and 15,000 shares to two
         unrelated parties for financial services, which shares were recorded at
         fair market values of $6.50 per share and $7.50 per share,
         respectively.

                  During the year ended June 30, 2000, CollegeLink issued
         120,624 shares of its common stock to unrelated parties for marketing
         and investing services, which shares were recorded at fair market value
         at the time of the agreements of $1.375 to $2.75 per share. In
         addition, CollegeLink issued 50,000 shares of its common stock pursuant
         to an employment agreement.

         (f)      PRIVATE PLACEMENT OFFERING

                  In January 1999, CollegeLink received $195,000, net of
         expenses, from the sales of 374,725 shares of its common stock in
         connection with the private placement offering.

         (g)      REVERSE MERGER

                  In connection with the reverse merger (see Note 1),
         CollegeLink issued 1,204,096 shares of its common stock for the $2,233
         of assets of Stylex Homes, Inc.

         (h)      SHARES ISSUED WITH DEBT

                  In connection with the issuance of the $300,000 and $370,000
         of notes payable during the year ended June 30, 1999, CollegeLink
         issued 175,000 and 185,000 shares of its common stock, respectively for
         a total fair value of $251,020.

         (i)      ISSUANCE OF SERIES A CONVERTIBLE PREFERRED STOCK

                  In April 1999, CollegeLink received $3,100,000 in exchange for
         775,000 shares of 6% cumulative preferred stock designated as "Series A
         Convertible Preferred Stock" ("Preferred A") from two investors.
         "Preferred A" has a stated value of $4.00 per share, a par value of
         $.01 per share and dividends payable quarterly. Any holder of Preferred
         A may at any time convert stock into the common stock of CollegeLink at
         a ratio of one share of common stock for each share of Preferred A.
         CollegeLink may require conversion on or after the first anniversary of
         the initial purchase if the closing bid price for its common shares
         exceeds $6.00 for twenty consecutive trading days.

                  If a special event occurs, as defined, the holders of the
         issued and outstanding Preferred A are entitled to receive $4.00 for
         each share of Preferred A, before any distribution of the assets of
         CollegeLink shall be made to the holders of any other capital stock.

                  During the year ended June 30, 2000, CollegeLink issued an
         additional 365,000 shares of its Preferred A for $1,484,980.

         (j)      SERIES C CONVERTIBLE PREFERRED STOCK

                  In September 1999, CollegeLink received $4,000,000 in exchange
         for 1,000,000 shares of 6% cumulative preferred stock designated as
         "Series C Convertible Preferred Stock" ("Preferred C") from PNC Bank
         Corp. Preferred C has a stated value of $4.00 per share, a par value of
         $0.01 per share and dividends payable quarterly. The Preferred C holder
         has the similar preference of Preferred A (see above).

         (k)      BUSINESS ACQUISITIONS

                  On August 10, 1999, CollegeLink acquired ECI, Inc. through a
         merger transaction. As consideration for the merger, CollegeLink issued
         550,809 shares of its common stock, 234,771 shares of its Series B
         Preferred Stock ("Preferred B") and paid $489 in cash. CollegeLink also
         assumed approximately $800,000 of ECI, Inc.'s liabilities in connection
         with the merger. In addition, CollegeLink settled a claim against ECI,
         Inc. in exchange for 108,196 shares of CollegeLink's common stock and
         45,000 shares of Preferred B. The purchase price of approximately
         $8,000,000 including 659,005 shares of common stock, valued at $4.375
         per share, 279,771 shares of Preferred B, valued at $4,175,000,
         assumption of liabilities and acquisition costs of approximately
         $180,000. The purchase price was allocated principally to goodwill
         which is being amortized over 15 years.


                                      F-19
<PAGE>   56
         Subject to certain terms and conditions, each share of Preferred B is
         convertible to such number of common stock as is determined by dividing
         $15 by the Conversion Price, as defined. In August 2000, 279,771 shares
         of Preferred B were converted to 550,392 shares of its common stock.

                  On February 17, 2000, CollegeLink acquired Student Success,
         Inc. ("SSI") through a merger transaction. As consideration for the
         merger, CollegeLink issued 1,625,000 shares of its common stock, valued
         at $3.5625 per share, and $2,600,000 in cash to two
         stockholders/officers of SSI (the "Former Stockholders"). CollegeLink
         also assumed approximately $200,000 of SSI's liabilities and incurred
         acquisition costs of approximately $55,000 in connection with the
         merger. The purchase price of approximately $9,000,000 was allocated
         principally to goodwill which is being amortized over 15 years. In
         addition, CollegeLink entered into employment agreements with the
         Former Stockholders, whereby CollegeLink granted each an option to
         purchase up to 200,000 shares of CollegeLink's common stock with an
         exercise price of $4.00 per share.

                  Both acquisitions are being accounted for using the purchase
         method. The operations of ECI and SSI have been included in the
         accompanying statements of operations since August 11, 1999 and
         February 18, 2000, respectively. The unaudited results of operations,
         as if ECI and SSI had been acquired at the beginning of fiscal year
         2000 and 1999, are as follows:

<TABLE>
<CAPTION>
                                                                       Pro - Forma Information
                                                          ------------------------------------------------
                                                          For the Year Ended           For the Year Ended
                                                             June 30, 2000               June 30, 1999
                                                             -------------               -------------
<S>                                                       <C>                          <C>
           Net revenues                                         $2,601,817                $1,741,662
           Net loss                                             $8,265,425                $5,584,794
           Net loss per share                                      $(0.76)                   $(0.66)
</TABLE>

         (l)      PUBLIC OFFERING

                  During the year ended June 30, 2000, CollegeLink completed its
         public offering of its common stock, whereby CollegeLink sold 2,530,000
         shares at $4.00 per share, less underwriting and commission expense.
         CollegeLink incurred approximately $1,200,000 of direct expenses in
         connection with this offering.

         (m)      STOCK OPTIONS

                  During the year ended June 30, 2000, CollegeLink granted
         certain consultants options to purchase 98,320 shares of its common
         stock at exercise price ranging from $4.00 to $7.625 per share.
         Accordingly, CollegeLink recorded consulting costs of $262,949 based on
         the Black-Scholes Option Price Model. In addition, CollegeLink granted
         to its employees five-year options to purchase 165,000 shares of its
         common stock with an exercise price less than market value. As a
         result, CollegeLink recorded deferred compensation of $178,125 and
         recognized $26,241 in compensation expenses for these options during
         the year ended June 30, 2000. The deferred compensation will be
         amortized over five years. Furthermore, CollegeLink granted 2,027,963
         and 1,441,186 options to its employees with exercise prices equal to or
         greater than the market value of the stock at the grant dates during
         the years ended June 30, 2000 and 1999, respectively.

                  For disclosure purposes in accordance with SFAS No. 123, the
         fair value of each stock option grant is estimated on the date of grant
         using the Black-Scholes option-pricing model with the following
         weighted-average assumptions used for stock options granted during the
         years ended June 30, 2000 and 1999, respectively: annual dividends of
         $0.00, expected volatility of 84% at June 30, 2000 and 65% at June 30,
         1999, risk-free interest rate of 6.1% and 5.7% and expected life of
         five years for the years ended June 30, 2000 and 1999, respectively.
         The weighted-average fair value of the stock options granted during the
         years ended June 30, 2000 and 1999 was $ 1.69 and $1.48, respectively.

                  If CollegeLink recognized compensation cost for the employee
         stock option plan in accordance with SFAS No. 123, CollegeLink's pro
         forma net loss and loss per share would have been approximately,
         $8,249,000 and $2,913,000, and $0.78 and $0.45, respectively, in years
         ended June 30, 2000 and 1999.

                  Exercise prices for options outstanding at June 30, 2000 and
         1999 range from $1.25 to $7.625 and $2.00 to $7.00, respectively. The
         number of options exercisable and weighted average exercise price for
         options exercisable at June 30, 2000 and 1999 was 632,157 shares and
         $3.62 and 69,430 shares and $2.83, respectively.

                  The following table summarizes the changes in options
         outstanding and the related price ranges for shares of CollegeLink's
         common stock:


                                      F-20
<PAGE>   57
<TABLE>
<CAPTION>
                                                                                       Weighted Average
                                                                        Shares          Exercise Price
                                                                        ------          --------------
<S>                                                                    <C>             <C>
         Outstanding at June 30, 1998                                  1,444,133               $0.43
             Granted                                                   1,441,186                4.32
             Exercised                                                (1,444,133)               0.43
             Expired or cancelled                                             --                  --
                                                                      ----------               -----
         Outstanding at June 30, 1999                                  1,441,186                4.32
             Granted                                                   2,291,283                4.00
             Exercised                                                        --
             Expired or cancelled                                       (414,917)               4.32
                                                                      ----------               -----
         Outstanding at June 30, 2000                                  3,317,552                3.98
                                                                      ==========               =====
</TABLE>

8.       COMMITMENTS AND CONTINGENCIES

(a)         CollegeLink has two five-year lease agreements expiring September
            30, 2001 and November 30, 2004, respectively. Rent expense was
            approximately $140,000 and $42,000 for the years ended June 30, 2000
            and 1999, respectively. The future minimum rental payments to be
            made under noncancellable operating leases as of June 30, 2000 are
            as follows:

<TABLE>
<CAPTION>
                                For the Year Ending June 30,                    Amount
                                ----------------------------                    ------
<S>                                                                             <C>
                                            2001                                $167,531
                                            2002                                 131,194
                                            2003                                 129,606
                                            2004                                 132,519
                                            2005                                  66,988
</TABLE>

              CollegeLink will pay no rent during the fifth year on the lease
              that expires on September 30, 2001. CollegeLink has not recorded
              deferred rent credit and recorded rent expenses when payment was
              made based upon the fact that CollegeLink did not expect to stay
              in this building on the fifth year at the time CollegeLink entered
              into such lease agreement.

(b)         Effective February 1999, CollegeLink entered into three-year
            employment agreements with two officers who are principal
            stockholders of CollegeLink. These agreements subsequently were
            extended for one year. CollegeLink also has two employment
            agreements with the Former Stockholders in connection with the
            acquisition of SSI (see Note 7k). Future minimum payments under
            these employment agreements amounted to approximately $1,344,000
            payable through February 2003.

(c)         CollegeLink has an agreement with an agency for marketing and public
            relations services commencing April 1, 1999 with no expiration date.
            Either party may terminate the agreement by notifying the other
            party within sixty days prior to the date of termination.
            CollegeLink has agreed to pay the agency a monthly rate of $7,000 to
            compensate the agency for services in the following areas: strategic
            counseling, in-house research, advertising and public relations.
            This agreement was terminated in April 2000 and CollegeLink paid the
            consultant approximately $139,000.

(d)         On March 20, 2000, CollegeLink entered into a forty-two (42) month
            agreement with a consultant to provide services for management
            consulting, business advisory and public relations. CollegeLink has
            agreed to pay the consultant $133,000 a year plus stock options and
            other benefits.

9.       DISCONTINUED OPERATIONS

                  In July 1998, CollegeLink ceased its business of Web site
         development. Revenue from Web site development earned in year ended
         June 30, 1999 was approximately $53,000 and was derived from contracts
         billed in the year ended June 30, 1998.

                  During the year ended June 30, 2000, CollegeLink sold its web
         hosting and online training businesses resulting for a gain of
         $513,716. Revenue from web hosting and online training businesses
         during the year ended June 30, 2000 was $110,066 and $162,962,
         respectively.


                                      F-21
<PAGE>   58
                  CollegeLink believes that the Internet is going to be an
         integral part of its continuing operations, both Web site development
         and web hosting and online training businesses are considered as part
         of the Internet business. Therefore, the above transactions do not
         satisfy the criteria of APB No. 30, "Discontinue Operations".
         Accordingly, the results of these discontinued segments are not
         presented separately as discontinued operations in the accompanying
         statements of operations.

10.      INCOME TAXES

                  CollegeLink accounts for income taxes under SFAS 109,
         "Accounting for Income Taxes" which requires the recognition of
         deferred tax assets and liabilities for both the expected impact of
         differences between the financial statements and tax basis of assets
         and liabilities, and for the expected future tax benefit to be derived
         from tax loss and tax credit carryforwards. At June 30, 2000 and 1999,
         CollegeLink had net operating loss carryforwards of approximately
         $11,683,000 and $3,800,000, expiring through 2019. SFAS 109
         additionally requires the establishment of a valuation allowance to
         reflect the likelihood of realization of deferred tax assets. At June
         30, 2000 and 1999, a valuation allowance for the full amount of the
         deferred tax was recorded because of operating losses incurred and the
         uncertainties as to the amount of taxable income that would be
         generated in the future years.

                  The components of the net deferred tax asset consist of the
         following:

<TABLE>
<CAPTION>
                                                                          June 30,
                                                                          --------
                                                                 2000                 1999
                                                                 ----                 ----
<S>                                                           <C>                  <C>
             Net operating loss carryforwards                 $  4,089,000         $  1,330,000
             Temporary differences                                      --                4,000
             Valuation allowance                                (4,089,000)          (1,334,000)
                                                                ----------           ----------
                                                              $         --         $         --
                                                              ============         ============
</TABLE>

         The provision for income taxes differs from the amount computed
         applying the statutory federal income tax rate to income before income
         taxes as follows at June 30:

<TABLE>
<CAPTION>
                                                                                        June 30,
                                                                                        --------
                                                                                 2000             1999
                                                                                 ----             ----
<S>                                                                          <C>               <C>
             Income tax benefit computed at statutory rate at 35%            $(2,759,000)      $(905,000)
             Goodwill Amortized                                                  264,000              --
             Tax benefit not recognized                                        2,495,000         905,000
                                                                             -----------       ---------
             Provision for income taxes                                      $        --       $      --
                                                                             ===========       =========
</TABLE>


11.      ACCOUNTING DEVELOPMENT

                  In December 1999, the Securities and Exchange Commission (the
         "SEC") released Staff Accounting Bulletin No. 101, "Revenue Recognition
         in Financial Statements" ("SAB 101") which clarifies the SEC's views on
         revenue recognition. CollegeLink is required to adopt SAB 101 in the
         fourth quarter of the year ending June 30, 2001. CollegeLink is
         currently studying the impact of SAB 101, but does not expect it will
         have a material impact on its financial statements.

                  In November 1999, the SEC released Staff Accounting Bulletin
         No. 100, "Restructuring and Impairment Charges". CollegeLink is
         currently reviewing the impact of SAB 100 and believes it has complied
         with SAB 100.


                                      F-22
<PAGE>   59
                     REPORT OF INDEPENDENT AUDITORS' REPORT


                                                                January 19, 2001

The Board of Directors and Stockholders
CollegeLink.com Incorporated
Middletown, RI

We have audited the accompanying balance sheets of CollegeLink.com Incorporated
as of December 31, 2000 and June 30, 2000, and the related statements of
operations, changes in stockholders' deficit, and cash flow for the six months
ended December 31, 2000 and for the years ended June 30, 2000 and 1999. These
financial statements are the responsibility of CollegeLink's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of CollegeLink.com Incorporated at
December 31, 2000 and June 30, 2000, and the results of its operations and its
cash flows for the six months ended December 31, 2000 and for the years ended
June 30, 2000 and 1999, in conformity with accounting principles generally
accepted in the United States.

The accompanying financial statements have been prepared assuming that
CollegeLink will continue as a going concern. As discussed in Note 2 to the
financial statements, CollegeLink incurred a net loss of $17,050,934 during the
six months ended December 31, 2000, and the existing cash is insufficient to
fund CollegeLink's cash flow need for the next year. CollegeLink has signed an
agreement to sell substantially all of its assets. The net proceeds from the
sale (before required escrows) are expected to be approximately $2,787,500,
which CollegeLink expects will be sufficient for its operations for the
foreseeable future. These conditions raise substantial doubt about its ability
to continue as a going concern. Management's plans regarding those matters also
are described in Note 2. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.



                                                      /s/ Radin Glass & Co., LLP
                                                    Certified Public Accountants

                                                                    New York, NY



                                      F-23
<PAGE>   60
                          COLLEGELINK.COM INCORPORATED
                                 BALANCE SHEETS

                FOR THE TRANSITION PERIOD ENDED DECEMBER 31, 2000
                        AND THE YEAR ENDED JUNE 30, 2000



<TABLE>
<CAPTION>
                                                         ASSETS
                                                                                            December 31,           June 30,
                                                                                                2000                 2000
                                                                                             -----------          -----------
<S>                                                                                          <C>                  <C>
CURRENT ASSETS
   Cash                                                                                      $   161,481          $ 2,236,430
   Accounts receivable, net                                                                      382,539              422,005
   Notes receivable, stockholders, current portion                                                35,000               60,000
   Note receivable, other                                                                             --               89,170
   Prepaid expenses and other current assets                                                     276,635              122,128
                                                                                             -----------          -----------

         Total current assets                                                                    855,655            2,929,733
                                                                                             -----------          -----------

PROPERTY AND EQUIPMENT, NET                                                                      571,072              759,829
                                                                                             -----------          -----------

OTHER ASSETS:
   Book right, net of accumulated amortization of $15,027 and $13,638, respectively               34,973               36,362
   Notes receivable, stockholders, less current portion                                               --              120,000
   Goodwill, net                                                                               4,245,897           16,266,737
   Other intangible, net                                                                              --              943,126
   Website development costs, net                                                                361,587              378,350
                                                                                             -----------          -----------

                                                                                               4,642,457           17,744,575

         TOTAL ASSETS                                                                        $ 6,069,184          $21,434,137
                                                                                             ===========          ===========
</TABLE>

                       See notes to financial statements.


                                      F-24
<PAGE>   61
                          COLLEGELINK.COM INCORPORATED
                          BALANCE SHEET -- (continued)

                      LIABILITIES AND STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                                                          December 31,             June 30,
                                                                                              2000                   2000
                                                                                          ------------           ------------
<S>                                                                                       <C>                    <C>
CURRENT LIABILITIES:
   Accounts payable and accrued expenses                                                  $  1,188,560           $    698,005
   Notes payable                                                                               502,917                     --
    Prepaid program fee                                                                             --                145,000
   Unearned revenue                                                                            715,207                 60,883
                                                                                          ------------           ------------

         TOTAL LIABILITIES                                                                   2,406,684                903,888
                                                                                          ------------           ------------

COMMITMENTS AND CONTINGENCIES                                                                       --                     --

STOCKHOLDERS' EQUITY:
   Series A convertible preferred stock, $4.00 stated value, $0.01 par value;                4,584,980              4,584,980
     2,500,000 shares authorized, 1,140,000 shares issued and outstanding
   Series B convertible preferred stock, $7.625 stated value, $0.01 par value;                      --              4,175,000
     300,000 shares authorized, -0- and 279,771 shares issued and outstanding
   Series C convertible preferred stock, $4.00 stated value, $0.01 par value;                4,000,000              4,000,000
     1,000,000 shares authorized, 1,000,000 shares issued and outstanding
   Common stock, $0.001 par value, 100,000,000 shares authorized, 15,302,535 and                15,302                 14,481
     14,480,564 shares issued and outstanding, respectively
   Additional paid-in capital                                                               24,402,656             20,077,354
   Deferred compensation                                                                      (214,422)              (246,484)
   Accumulated deficit                                                                     (29,126,016)           (12,075,082)
                                                                                          ------------           ------------

         TOTAL STOCKHOLDERS' EQUITY                                                          3,662,500             20,530,249
                                                                                          ------------           ------------

         TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY:                                      $  6,069,184           $ 21,434,137
                                                                                          ============           ============
</TABLE>

                       See notes to financial statements.


                                      F-25
<PAGE>   62
                          COLLEGELINK.COM INCORPORATED
                            STATEMENTS OF OPERATIONS

                FOR THE TRANSITION PERIOD ENDED DECEMBER 31, 2000
                        AND THE YEAR ENDED JUNE 30, 2000

<TABLE>
<CAPTION>
                                                        For the Six         For the Year         For the Year         For the Six
                                                        Months Ended           Ended                Ended             Months Ended
                                                        December 31,          June 30,             June 30,           December 31,
                                                            2000                2000                 1999                 1999
                                                        ------------         ------------         ------------         ------------
                                                         (Audited)            (Audited)            (Audited)           (Unaudited)
<S>                                                     <C>                  <C>                  <C>                  <C>
REVENUES:
   College and high school programs                     $  1,245,000         $  1,365,790         $         --         $         --

   Web site hosting and web services                          17,500              273,028              398,406              226,606
   Other revenues                                             82,829               24,909              163,515              221,125
                                                        ------------         ------------         ------------         ------------
                                                           1,345,329            1,663,727              561,921              447,731
COST OF GOODS SOLD                                         1,303,126              734,882                   --               44,269
                                                        ------------         ------------         ------------         ------------

    GROSS PROFIT                                              42,203              928,845              561,921              403,462

OPERATING EXPENSES:
   Technology                                                331,119              464,120              337,997              337,600
   Depreciation and amortization                             324,196              906,840              131,545              357,413
   Sales and marketing                                       657,679            4,036,602              350,151            2,487,528
   General and administrative                              2,744,068            4,038,982            2,286,600            1,568,017
                                                        ------------         ------------         ------------         ------------
    TOTAL OPERATING EXPENSES                               4,057,062            9,446,544            3,106,293            4,750,558
                                                        ------------         ------------         ------------         ------------
    OPERATING LOSS                                        (4,014,859)          (8,517,699)          (2,544,372)          (4,347,096)
                                                        ------------         ------------         ------------         ------------
OTHER INCOME (EXPENSES)
   Interest income, net                                       11,667              121,119              (42,053)              27,806
   Write-off of uncollectible notes receivable              (114,170)                  --                   --                   --
   Loss on disposal of property and equipment               (116,016)                  --                   --                   --
   Assets impairment                                     (12,817,556)                   0                   --
   Gain on sale of business units                                 --              513,716                   --              185,716
                                                        ------------         ------------         ------------         ------------
    TOTAL OTHER INCOME (EXPENSES)                        (13,036,075)             634,835              (42,053)             213,522
                                                        ------------         ------------         ------------         ------------
    LOSS BEFORE INCOME TAXES                             (17,050,934)          (7,882,864)          (2,586,425)          (4,133,574)

INCOME TAXES                                                      --                   --                   --                   --
                                                        ------------         ------------         ------------         ------------

    NET LOSS                                             (17,050,934)          (7,882,864)          (2,586,425)          (4,133,574)

PREFERRED STOCK DIVIDEND EARNED                              257,549              432,824               42,485                   --
                                                        ------------         ------------         ------------         ------------

    NET LOSS ATTRIBUTABLE TO COMMON SHARES              $(17,308,483)        $ (8,315,688)        $ (2,628,910)        $ (4,133,574)
                                                        ============         ============         ============         ============


Net Loss Per Share (Basis and Diluted)                  $      (1.15)        $      (0.73)        $      (0.40)        $      (0.43)
                                                        ============         ============         ============         ============

Weighted Average Common Shares Outstanding                15,016,136           11,392,911            6,531,153            9,678,207
                                                        ============         ============         ============         ============
</TABLE>

                       See notes to financial statements.


                                      F-26
<PAGE>   63
                          COLLEGELINK.COM, INCORPORATED
                  STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                       Preferred Stock                          Common Stock
                                                 Shares              Amount              Shares              Amount
                                                ---------          ----------          ----------           ---------
<S>                                             <C>                <C>                 <C>                  <C>
Balance - June 30, 1998                               543             542,500           3,482,556               3,483

Conversion of preferred stock                        (543)           (542,500)            453,976                 454
Issuance of shares for assets                                                           1,345,350               1,345
Issuances of shares for compensation                                                    1,372,070               1,372
Issuance of shares for services                                                           559,438                 559
Sales of common shares, less expenses                                                     374,725                 375
Effect of merger transaction                                                            1,204,096               1,204
Issuance of shares with debt                                                              360,000                 360
Issuance of Series A preferred stock              775,000           3,100,000
Dividends
Net loss
                                                ---------          ----------          ----------           ---------
Balance - June 30, 1999                           775,000           3,100,000           9,152,211               9,152

Issuance of Series A preferred stock              365,000           1,484,980
Issuance of stock in connection with
 with ECI merger                                  279,771           4,175,000             659,005                 659
Issuance of shares for services                                                           170,624                 171
Shares adjustment                                                                          74,224                  74
Issuance of Series C preferred stock            1,000,000           4,000,000
Issuance of shares in connection
 with public offering, net of costs                                                     2,530,000               2,530
Issuance of shares in connection
 with SSI acquisition                                                                   1,625,000               1,625
Issuance of shares for assets - OSN                                                       225,000                 225
Issuance of options for compensation
Amortization of deferred compensation
Preferred stock dividend                                                                   44,500                  45
Net loss
                                                ---------          ----------          ----------           ---------
Balance - June 30, 2000                         2,419,771          12,759,980          14,480,564              14,481

Conversion of Series B preferred stock           (279,771)         (4,175,000)            550,370                 550
Shares adjustment                                                                          60,000                  60
Issuance of shares and warrant                                                            200,000                 200
Exercise of options                                                                        11,601                  11
Issuance of options for services
Amortization of deferred compensation
Net income
                                               ----------          ----------          ----------           ---------
Balance - December 31, 2000                     2,140,000           8,584,980          15,302,535              15,302
                                               ==========          ==========          ==========           =========
</TABLE>

<TABLE>
<CAPTION>
                                                  Additional           Deferred           Retained
                                                Paid-in Capital      Compensation         Earnings              Total
                                                  ----------           --------         -----------          ----------
<S>                                             <C>                  <C>                <C>                  <C>
Balance - June 30, 1998                              990,490                 --          (1,605,793)            (69,320)

Conversion of preferred stock                        542,046                                                         --
Issuance of shares for assets                        145,954                                                    147,299
Issuances of shares for compensation                   1,008                                                      2,380
Issuance of shares for services                      376,391                                                    376,950
Sales of common shares, less expenses                194,625                                                    195,000
Effect of merger transaction                           1,029                                                      2,233
Issuance of shares with debt                         250,660                                                    251,020
Issuance of Series A preferred stock                                                                          3,100,000
Dividends                                            (42,485)                                                   (42,485)
Net loss                                                                                 (2,586,425)         (2,586,425)
                                                  ----------           --------         -----------          ----------
Balance - June 30, 1999                            2,459,718                 --          (4,192,218)          1,376,652

Issuance of Series A preferred stock                                                                          1,484,980
Issuance of stock in connection with
 with ECI merger                                   2,882,488                                                  7,058,147
Issuance of shares for services                      386,521            (142,500)            244,192
Shares adjustment                                        (74)                                                        --
Issuance of Series C preferred stock                                                                          4,000,000
Issuance of shares in connection
 with public offering, net of costs                7,666,586                                                  7,669,116
Issuance of shares in connection
 with SSI acquisition                              5,787,438                                                  5,789,063
Issuance of shares for assets - OSN                  618,525                                                    618,750
Issuance of options for compensation                 441,074            (178,125)                               262,949
Amortization of deferred compensation                                     74,141                                 74,141
Preferred stock dividend                            (164,922)                                                  (164,877)
Net loss                                                                                 (7,882,864)         (7,882,864)
                                                  ----------           --------         -----------          ----------
Balance - June 30, 2000                           20,077,354           (246,484)        (12,075,082)         20,530,249

Conversion of Series B preferred stock             4,174,450                                                         --
Shares adjustment                                        (60)                                                        --
Issuance of shares and warrant                        64,600                                                     64,800
Exercise of options                                      104                                                        115
Issuance of options for services                      86,208            (86,208)                                     --
Amortization of deferred compensation                                   118,270                                 118,270
Net income                                                                              (17,050,934)        (17,050,934)
                                                  ----------           --------         -----------          ----------
Balance - December 31, 2000                       24,402,656           (214,422)        (29,126,016)          3,662,500
                                                  ==========           ========         ===========           =========
</TABLE>

                       See notes to financial statements.


                                      F-27
<PAGE>   64
                          COLLEGELINK.COM INCORPORATED
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                             For the Six Months          For the Year             For the Year
                                                                   Ended                    Ended                     Ended
                                                              December 31, 2000         June 30, 2000             June 30, 1999
                                                                ------------             ------------             ------------
<S>                                                          <C>                        <C>                       <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                                     $(17,050,934)            $ (7,882,864)            $ (2,586,425)
   Adjustments to reconcile net loss to net cash
    used in operating activities:
     Depreciation and amortization                                   324,196                  906,840                  131,545
     Stock-based compensation                                        183,070                  581,282                  384,308
     Loss in disposal of property and equipment                      116,016                       --                    1,231
     Write-off of notes/accounts receivable                          114,170                       --                   89,800
     Assets impairment                                            12,817,556                       --                       --
     Accrued interest on note payable                                  2,917                       --                       --
   Changes in operating assets and liabilities:
     Accounts receivable                                              39,466                 (321,842)                (117,850)
     Prepaid expenses and others                                     (34,507)                 (73,241)                 (72,372)
     Accounts payable and accrued expenses                           490,554                  302,661                   94,080
     Unearned revenue                                                509,324                  170,884                  (22,126)
                                                                ------------             ------------             ------------
      CASH FLOW USED IN OPERATING ACTIVITIES                      (2,488,172)              (6,316,280)              (2,097,809)
                                                                ------------             ------------             ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchases of property and equipment                               (36,792)                (662,242)                 (26,520)
   Proceeds from equipment disposals                                      --                       --                    9,600
   Proceeds from rent deposit                                             --                       --                    5,050
   Issuance of notes receivable                                           --                 (269,170)                      --
   Payments for acquisitions                                              --               (4,497,847)                      --
   Capitalization of website development costs                       (50,100)                (378,350)                      --
                                                                ------------             ------------             ------------
      CASH FLOW USED IN INVESTING ACTIVITIES                         (86,892)              (5,807,609)                 (11,870)
                                                                ------------             ------------             ------------
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES
   Proceeds from issuance of preferred stock                              --                5,484,980                3,100,000
   Principal repayments of capital lease obligations                      --                       --                  (11,049)
   Proceeds from note payable and debt                               500,000                       --                  251,021
   Repayments of note payable and debt                                    --                       --                  (58,071)
   Proceeds from issuance of common stock                                115                7,669,116                  195,000
   Payments of dividends                                                  --                 (164,877)                 (42,485)
                                                                ------------             ------------             ------------
     CASH FLOW PROVIDED BY FINANCING ACTIVITIES                      500,115               12,989,219                3,434,416
                                                                ------------             ------------             ------------
     NET INCREASE (DECREASE) IN CASH                              (2,074,949)                 865,330                1,324,737

CASH, Beginning                                                    2,236,430                1,371,100                   46,363
                                                                ------------             ------------             ------------
CASH, Ending                                                    $    161,481             $  2,236,430             $  1,371,100
                                                                ============             ============             ============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
   Cash paid during the periods for:
    Interest                                                    $         --             $     14,156                      996
                                                                ============             ============             ============
    Taxes                                                       $         --             $      7,351                   32,979
                                                                ============             ============             ============
   Non-cash investing and financing activities:
    Conversion of preferred stock to common stock               $  4,175,000             $         --             $    542,500
                                                                ============             ============             ============
    Issuance of options for services                            $     86,208             $    462,401             $         --
                                                                ============             ============             ============
    Issuance of stock for preferred stock dividend              $         --             $     55,680             $         --
                                                                ============             ============             ============
    Stock issued for acquisition                                $         --             $ 13,465,960             $         --
                                                                ============             ============             ============
    Issuance of stock for debt                                  $         --             $         --             $     66,021
                                                                ============             ============             ============
    Issuance of common stock for assets                         $         --             $         --             $    147,299
                                                                ============             ============             ============
</TABLE>

                       See notes to financial statements.


                                      F-28
<PAGE>   65
                          COLLEGELINK.COM INCORPORATED
                          NOTES TO FINANCIAL STATEMENTS

1.       BUSINESS

         On March 5, 1999, Cytation Corporation (formerly known as Web Services
         International, Inc.) was acquired by Cytation.com Incorporated, a New
         York corporation, (formerly known as Stylex Homes, Inc.) through a
         "reverse merger" transaction, whereby each outstanding share of
         Cytation Corporation was exchanged for 5.765 shares of Cytation.com
         Incorporated. This merger has been accounted for as a
         "Recapitalization" as if Cytation.com Incorporated issued additional
         shares for the net assets of Cytation Corporation. CollegeLink.com
         Incorporated (the "Company"), a Delaware Corporation, is the surviving
         corporation in a merger on November 16, 1999 between Cytation.com
         Incorporated and CollegeLink. The number of common share information
         has been adjusted to reflect the effects of the mergers.

         CollegeLink provides an extensive range of in-school and online
         services directed at high school students and their parents, high
         school guidance counselors, college admissions officers and
         corporations which target the teen marketplace.

2.       BASIS OF PRESENTATION

         As shown in the accompanying financial statements, CollegeLink incurred
         a net loss of $17,050,934 during the six months ended December 31,
         2000. In addition, cash available at December 31, 2000 is able to
         support CollegeLink's operations at present levels only to February
         2000. CollegeLink needs to raise more capital through public or private
         financing. CollegeLink does not know if additional financing will be
         available or, if available, whether it will be available on attractive
         terms. If CollegeLink does raise more capital in the future, it is
         probably that it will result in substantial dilution to its
         stockholders. These factors create substantial doubt as to
         CollegeLink's ability to continue as a going concern. The ability of
         CollegeLink to continue as a going concern is dependent upon the
         success of the capital offering or alternative financing arrangements.
         CollegeLink has signed an agreement to sell substantially all of its
         assets (see Note 12 for more detail). The net proceeds from this sale
         (before required escrows) are expected to be approximately $2,787,500,
         which CollegeLink expects will be sufficient for its operations for the
         foreseeable future. The financial statements do not include any
         adjustments to the financial statements that might be necessary should
         CollegeLink be unable to continue as a going concern.

3.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         a.       Use of Estimates - The preparation of financial statements in
                  accordance with generally accepted accounting principles
                  requires management to make significant estimates and
                  assumptions that affect the reported amounts of assets and
                  liabilities at the date of the financial statements and the
                  reported amounts of revenues and expenses during the reported
                  period. Actual results could differ from those estimates.

         b.       Property and Equipment - Property and equipment are stated at
                  cost and depreciated using the straight-line method over the
                  estimated useful lives of the assets ranging from three to
                  seven years for equipment, auto and furniture. Leasehold
                  improvements are amortized over the term of the lease or the
                  estimated life of the improvement, whichever is shorter.
                  Whenever assets are sold or retired, their cost and related
                  accumulated depreciation are removed from the appropriate
                  accounts. Any gains and losses on dispositions are recorded in
                  current operations.

         c.       Fair Value of Financial Instruments - The carrying amounts
                  reported in the balance sheet for cash, trade receivables,
                  accounts payable and accrued expenses approximate fair value
                  based on the short-term maturity of these instruments.

         d.       Income Taxes - CollegeLink utilizes the liability method of
                  accounting for income taxes as set forth in SFAS 109,
                  "Accounting for Income Taxes." Under the liability method,
                  deferred taxes are determined based on the difference between
                  the financial statement and tax bases of assets and
                  liabilities using enacted tax rates in effect in the years in
                  which the differences are expected to reverse.

         e.       Advertising Costs - Advertising costs are expensed as
                  incurred. Total advertising costs amounted to $172,244 and
                  $1,937,095 for the six months ended December 31, 2000 and for
                  the year ended June 30, 2000, respectively.

         f.       Revenue Recognition - Revenues are recognized when services
                  are performed. For the college and high school programs,
                  CollegeLink recognizes revenue over the program life, which
                  generally is five to six months, taking into account the
                  number of presentations completed and to be completed costs
                  and contracts price. Deferred revenue


                                      F-29
<PAGE>   66
                  represents unearned revenue for the uncompleted programs at
                  the balance sheet date based upon number of presentations not
                  yet completed. Prepaid program fees represent fees received in
                  advances for programs not yet started.

         g.       Employee Stock Options and Shares Issued for Services -
                  CollegeLink accounts for employee stock transactions in
                  accordance with APB Opinion No. 25, "Accounting for Stock
                  Issued to Employees." CollegeLink has adopted the proforma
                  disclosure requirements of SFAS 123, "Accounting for
                  Stock-Based Compensation." Accordingly, any excess of fair
                  market value of stock issued to employees over exercise prices
                  has been recorded as compensation expense and additional paid
                  in capital.

         h.       Loss Per Share - CollegeLink adopted the provision of SFAS No.
                  128, "Earnings per Share". SFAS No. 128 eliminates the
                  presentation of primary and fully dilutive earnings per share
                  ("EPS") and requires presentation of basic and diluted EPS.
                  Basic EPS is computed by dividing income (loss) available to
                  common stockholders by the weighted-average number of common
                  shares outstanding for the period. Diluted EPS is based on the
                  weighted-average number of shares of common stock and common
                  stock equivalents outstanding for the period. Common stock
                  equivalents are excluded in the computation of diluted EPS for
                  the six months ended December 31, 2000 and the year ended June
                  30, 2000 as such inclusion is antidiluted. The computations of
                  basic and diluted EPS from continuing operations were as
                  follows:

<TABLE>
<CAPTION>
                                                      For the Six         For the Year Ended
                                                      months Ended             June 30,
                                                   December 31, 2000             2000
                                                       ----------             ----------
<S>                                                <C>                    <C>
Net Loss                                              $17,050,934            $ 7,882,864
Preferred Stock Dividend Earned                           257,549                432,824
Net Loss Attributable to Common Shares                $17,308,483            $ 8,315,688
Weighted Average Common Shares Outstanding             15,016,136             11,392,911
                                                       ----------             ----------
Net Loss per Share (Basic and Diluted)                $      1.15            $      0.73
                                                      ===========            ===========
</TABLE>

         i.       Accounting for Long-Lived Assets - CollegeLink reviews
                  long-lived assets, certain identifiable assets and any
                  goodwill related to those assets for impairment whenever
                  circumstances and situations change such that there is an
                  indication that the carrying amounts may not be recoverable.
                  At December 31, 2000, CollegeLink believed that there had been
                  no impairment of long-lived assets except an impairment of
                  goodwill and other intangible assets (see Note 6 for further
                  discussion).

         j.       Reporting of Segments - CollegeLink adopted No. 131,
                  "Disclosures about Segments of an Enterprise and Related
                  Information" during the year ended June 30, 1999. SFAS No. 131
                  establishes the criteria for determining an operating segment
                  and establishes the disclosure requirements for reporting
                  information about operating segments. CollegeLink has
                  determined that under SFAS No. 131, it operates in one segment
                  of service.

         k.       Cash and Cash Equivalents - For purposes of the statement of
                  cash flows, CollegeLink considers all short-term investments
                  with an original maturity of three months or less to be cash
                  equivalents. CollegeLink may have cash balances in the bank in
                  excess of the maximum amount insured by the FDIC through the
                  period.

         l.       Change of Year-End - CollegeLink changes its year-end from
                  June 30 to December 31.

         m.       Website Development Costs - CollegeLink follows EITF 00-2 as
                  to its website development costs. EITF 00-2 requires certain
                  website development costs to be expensed and others to be
                  capitalized. CollegeLink capitalized website development costs
                  of $50,100 and $378,350 during six months ended December 31,
                  2000 and for the year ended June 30, 2000 in accordance with
                  EITF 00-2, respectively. The capitalized costs were payroll
                  and payroll taxes paid to the programmers after the planning
                  stage. The website development costs is amortized over three
                  years. Total amortization expense for the six months ended
                  December 31, 2000 and the year ended June 30, 2000 were
                  $66,864 and $-0-, respectively.

         n.       Reclassifications - Certain accounts in the prior period
                  financial statements have been reclassified for comparative
                  purposes to conform with the presentation in the current
                  period financial statements. These reclassifications have no
                  effect on previously reported income.


                                      F-30
<PAGE>   67
4.       NOTES RECEIVABLE, STOCKHOLDERS AND OTHER

         Notes receivable at December 31, 2000 and June 30, 2000 consist of the
following:

<TABLE>
<CAPTION>
                                                                            December 31,         June 30,
                                                                                2000               2000
                                                                              --------            --------
<S>                                                                         <C>                  <C>
Note receivable from stockholder, due in monthly installment of
$2,500 plus interest at 5% through May 1, 2001 (A)                            $     --            $ 25,000


Note receivable from stockholder, principal and interest at 5% due
on January 18, 2001                                                             35,000              35,000

Note receivable from stockholders, non-interest bearing. (B)                        --             120,000

Note receivable-other, due on demand with interest at 6%.  Balance
at June 30, 2000 included accrued interest of  $2,175 (C)                           --              89,170
                                                                              --------            --------
                                                                                35,000             269,170
Less: Current Portion                                                               --             149,170
                                                                              --------            --------
       Notes Receivable, less Current Portion                                 $ 35,000            $120,000
                                                                              ========            ========
</TABLE>

         (A) After repeated demand for payment, CollegeLink determined that this
         note would not be recoverable and wrote it off during the quarter ended
         December 31, 2000.

         (B) In fiscal year ended December 31, 2000, Collegelink's directors
         unanimously approved the reacquisition of certain assets from
         ConferenceNow.com Incorporated ("ConferenceNow"), a corporation in
         which Richard Fisher and Kevin High, two of CollegeLink's directors,
         were shareholders. The assets had previously been acquired by
         ConferenceNow from CollegeLink and were used to develop online
         conferencing technology. The transaction was entered into in order to
         enable CollegeLink to transfer the assets to TMP Worldwide Inc. as part
         of the sale of substantially all of CollegeLink's assets to TMP. In
         connection with the transaction, CollegeLink, Mr. Fisher and Mr. High
         surrendered their shares of ConferenceNow, and promissory notes issued
         by Mr. Fisher and Mr. High to CollegeLink in the aggregate amount of
         $120,000 was cancelled.

         (C) In September 2000, CollegeLink demanded payment from OSN and
         realized that the note would not be recoverable and therefore the note
         was written off. OSN was insolvent and has not ability to pay the note.

5.       PROPERTY AND EQUIPMENT

         Property and equipment at December 31, 2000 and June 30, 2000 consist
         of the following:

<TABLE>
<CAPTION>
                                         December 31,            June 30,             Estimated
                                             2000                  2000              Useful Lives
                                          ----------            ----------           ------------
<S>                                      <C>                    <C>                  <C>
Computer and office equipment             $  644,961            $  608,733              3 years
Furniture and fixtures                       333,559               332,992              7 years
Leasehold improvements                            --               172,421              5 years
                                          ----------            ----------
                                             978,520             1,114,146
Less: accumulated depreciation               407,448               354,317
                                          ----------            ----------
Property and Equipment, Net               $  571,072            $  759,829
                                          ==========            ==========
</TABLE>

         Depreciation expense for the six months ended December 31, 2000 and for
         the year ended June 30, 2000 was $109,535 and $152,896 respectively.

6.       GOODWILL AND OTHER INTANGIBLE ASSETS

         The carrying value of intangible, as required by Statements of
         Financial Accounting Standard ("SFAS") No. 121, is reviewed if the
         facts and circumstances, such as significant declines in sales,
         earnings or cash flows, or a material adverse change in the


                                      F-31
<PAGE>   68
business environment indicated that an impairment may have occurred. If there is
an indication of such impairment, an evaluation of the estimated cash flows of
the related entity is made, and, if impairment is indicated, a write down is
made.

CollegeLink reviews long-lived assets, certain identifiable assets and any
goodwill related to those assets for impairment whenever the conditions
indicated in SFAS No. 121, Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to be Disposed of, require: a decrease in the market
value of an assets, a change in use of the asset, a change in legal factors or
business climate, accumulation of costs significantly in excess of original
expectations or a current period loss combined with history of losses.

Management does not believe that any of these events had occurred by June 30,
2000, and therefore that an impairment analysis was not required under SFAS 121.
SFAS No. 121, paragraph 5, sets forth five examples of events or changes in
circumstances that would warrant an assessment for possible impairment:

         a. A significant decrease in the market value of an asset. On June
30,2000, CollegeLink's management has no compelling reason to believe that there
had been a significant decrease in the market value of its assets. To the
contrary, management believed that CollegeLink's principal assets had increased
in value from the respective dates of their acquisition.

         Internet-related assets. Since acquiring the online division in August
1999, CollegeLink had significantly improved its technology to be compatible
with the Internet industry's ever-changing and improving computer technologies.
CollegeLink expended significant funds over the period March through August 2000
to revamp and relaunch the collegelink.com website and position its online
division to generate revenue. The functionality of the site was expanded in
preparation for the September 1, 2000 relaunch to encompass not only college
applications but also scholarship and college search capabilities in addition to
online student loan applications. CollegeLink had entered into an agreement in
August 2000 with industry leader U.S. News & World Report to be that
organization's exclusive online provider of college application services
(replacing CollegeLink's principal competitor). Moreover, the online division's
constituency of 900 college and university customers (colleges that accepted
CollegeLink-processed applications) was fully intact on June 30, 2000, and
CollegeLink had a full-time sales force of four engaged in onsite college sales
call to strengthen and expand these relationships. Further, the acquisition of
Student Success, Inc. created a feeder for the online programs and helped
generate an average of 1,400,000 monthly page views for collegelink.com during
the ensuing school year, further enhancing the value of the existing intangible.

         Offline assets. CollegeLink's Making It Count division was principally
an offline business with a proved revenue generating business model. As of June
30, 2000, CollegeLink had concluded preparations for rolling out its "Making
High School Count" Program to reach 700,000 students (an increase of 650,000
students); for launching and receiving sponsorship commitments for its new
program, "Making Your College Search Count" (which expected to reach in excess
of 600,000 students during the period January through June 2001); and for
expanding its flagship program, "Making College Count", to reach an estimated
700,000 students during the period January through June 2001. This represented
growth of approximately 400%.

         b. A significant change in the extent or manner in which an asset is
used or a significant physical change in an asset. On June 30, 2000,
CollegeLink's management did not believe that this indicator was applicable to
CollegeLink.

         c. A significant adverse change in legal factors or in the business
climate that could affect the value of an asset or an adverse action or
assessment by a regulator. On June 30, 2000, CollegeLink's management did not
believe that this indicator was applicable to CollegeLink.

         d. An accumulation of costs significantly in excess of the amount
originally expected to acquire or construct an asset. On June 30, 2000,
CollegeLink's management did not believe that this indicator was applicable to
CollegeLink.

         e. A current period operating or cash flow loss combined with a history
of operating or cash flow losses or a projection or forecast that demonstrates
continuing losses associated with an asset used for the purpose of producing
revenue. On June 30, 2000, CollegeLink's management did not believe that this
indicator was applicable to CollegeLink. The fiscal year commencing July 1, 2000
marked the first time that the programs of the offline and online divisions were
synchronized. CollegeLink's previous operating and cash flow losses were in part
incurred from the operations of other (now discontinued) businesses or, with
respect to the fiscal year ending June 30, 2000, were reflective of efforts to
consolidate, restructure and integrate two acquired businesses and to follow
through on commitments which had been made before their acquisitions.
Projections prepared in June 2000 for the offline division indicated revenue in
excess of $4,000,000 and positive cash flow. Projections prepared in June 2000
for the online division indicated a significant increase in revenue based on
expected growth of the use of the CollegeLink application service (particularly
from colleges for whom CollegeLink had developed "back end" private label web
application services) and from the sale of data collected online.


                                      F-32
<PAGE>   69
CollegeLink's management believed that the decline in the market price of
CollegeLink's common stock reflected the market conditions generally and in
particular for companies perceived as "dot.com" enterprises which increasingly
were viewed critically if they could not demonstrate a revenue producing
business model. At June 30, 2000, managmenet believed that CollegeLink was
perceived by investors as a "dot.com" enterprise but in fact was in significant
part of an offline business with a business model in a different industry (self
help/motivational) that indicated both revenue and positive cash flow.
Accordingly, even if the decline in the market value of CollegeLink's common
stock a criterion for an impairment analysis in SFAS No. 121, CollegeLink's
management did not believe that it was reason to find impairment in either
CollegeLink's acquired offline division or, given the relaunch of the
collegeline.com website and the offline support CollegeLink anticipated would be
generated for it through the greatly expanded "Making It Count" programs, for
the online divisions as well.

For similar reasons, the decline of the "dot.com" industry in general, even if
the decline in the industry of a company was a criterion for an impairment
analysis SFAS No. 121, there would not have been reason to find impairment in
either of CollegeLink's acquired divisions.

During the period ended December 31, 2000, in view of the impending sale of
substantially all of the assets of CollegeLink as described in Note 12,
CollegeLink wrote down its intangible assets to the net proceeds of the sale. As
a result, CollegeLink recorded an impairment on its goodwill and other
intangible assets of $12,817,556.

Goodwill and other intangible assets at December 31, 2000 and June 30, 2000
consist of the following:

<TABLE>
<CAPTION>
                                                  December 31,             June 30,                 Estimated
                                                      2000                   2000                  Useful Lives
                                                   -----------            -----------              ------------
<S>                                                <C>                    <C>                       <C>
         Goodwill                                  $ 4,392,307            $16,934,942               15 Years
         Technology                                         --              1,028,865                5 Years
                                                   -----------            -----------
                                                     4,392,307             17,963,807
         Less: accumulated amortization                146,410                753,944
                                                   -----------            -----------
                                                   $ 4,245,897            $17,209,863
                                                   ===========            ===========
</TABLE>

Amortization expense for the six months ended December 31, 2000 and for the year
ended June 30, 2000 was $146,410 and $753,944, respectively.

7.       STOCKHOLDERS' EQUITY

         a.       Authorized Shares

                  CollegeLink's authorized shares consists of 110,000,000
                  shares, divided into 100,000,000 shares of common stock, par
                  value $.001 per share and 10,000,000 shares of preferred
                  stock, par value $.01 per share.

         b.       Acquisition of Assets

                  On March 20, 2000, CollegeLink entered into a license
                  agreement with Online Scouting Network, Inc. ("OSN"). The
                  license grants CollegeLink a non-exclusive right to use
                  substantially all of OSN's intellectual property assets,
                  including OSN's databases of student athletes and registered
                  college coaches and OSN's proprietary software. As
                  consideration for the license, CollegeLink paid OSN $260,000
                  in cash and issued 225,000 shares of its common stock valued
                  at $2.75 per share.

         c.       Shares Issued for Services

                  During the year ended June 30, 2000, CollegeLink issued
                  120,624 shares of its common stock to unrelated parties for
                  marketing and investing services, which shares were recorded
                  at fair market value at the time of the agreements of $1.375
                  to $2.75 per share. In addition, CollegeLink issued 50,000
                  shares of its common stock pursuant to an employment
                  agreement.

         d.       Private Placement Offering

                  In January 1999, CollegeLink received $195,000, net of
                  expenses, from the sales of 374,725 shares of its common stock
                  in connection with the private placement offering.


                                      F-33
<PAGE>   70
         e.       Issuance of Series A Convertible Preferred Stock

                  In April 1999, CollegeLink received $3,100,000 in exchange for
                  775,000 shares of 6% cumulative preferred stock designated as
                  "Series A Convertible Preferred Stock" ("Preferred A") from
                  two investors. "Preferred A" has a stated value of $4.00 per
                  share, a par value of $.01 per share and dividends payable
                  quarterly. Any holder of Preferred A may at any time convert
                  stock into the common stock of CollegeLink at a ratio of one
                  share of common stock for each share of Preferred A.
                  CollegeLink may require conversion on or after the first
                  anniversary of the initial purchase if the closing bid price
                  for its common shares exceeds $6.00 for twenty consecutive
                  trading days.

                  If a special event occurs, as defined, the holders of the
                  issued and outstanding Preferred A are entitled to receive
                  $4.00 for each share of Preferred A, before any distribution
                  of the assets of CollegeLink shall be made to the holders of
                  any other capital stock.

                  During the year ended June 30, 2000, CollegeLink issued
                  additional 365,000 shares of its Preferred A for $1,484,980.

         f.       Series C Convertible Preferred Stock

                  In September 1999, CollegeLink received $4,000,000 in exchange
                  for 1,000,000 shares of 6% cumulative preferred stock
                  designated as "Series C Convertible Preferred Stock"
                  ("Preferred C") from PNC Bank Corp. Preferred C has a stated
                  value of $4.00 per share, a par value of $0.01 per share and
                  dividends payable quarterly. The Preferred C holder has the
                  similar preference of Preferred A (see e. above).

         g.       Business Acquisitions

                  On August 10, 1999, CollegeLink acquired ECI, Inc. through a
                  merger transaction. As consideration for the merger,
                  CollegeLink issued 550,809 shares of its common stock, 234,771
                  shares of its Series B Preferred Stock ("Preferred B") and
                  paid $489 in cash. CollegeLink also assumed approximately
                  $800,000 of ECI, Inc.'s liabilities in connection with the
                  merger. In addition, CollegeLink settled a claim against ECI,
                  Inc. in exchange for 108,196 shares of CollegeLink's common
                  stock and 45,000 shares of Preferred B. Total purchase price
                  of approximately $8,000,000 including 659,005 shares of common
                  stock, valued at $4.375 per share, 279,771 shares of Preferred
                  B, valued at $4,175,000, assumption of liabilities and
                  acquisition costs of approximately $180,000. The purchase
                  price was allocated principally to goodwill which is being
                  amortized over 15 years. Subject to certain terms and
                  conditions, each share of Preferred B is convertible to such
                  number of common stock as is determined by dividing $15 by the
                  Conversion Price, as defined. In August 2000, 279,771 shares
                  of Preferred B are converted to 550,392 shares of its common
                  stock.

                  On February 17, 2000, CollegeLink acquired Student Success,
                  Inc. ("SSI") through a merger transaction. As consideration
                  for the merger, CollegeLink issued 1,625,000 shares of its
                  common stock, valued at $3.5625 per share, and $2,600,000 in
                  cash to two stockholders/officers of SSI (the "Former
                  Stockholders"). CollegeLink also assumed approximately
                  $200,000 of SSI's liabilities and incurred acquisition costs
                  of approximately $55,000 in connection with the merger. The
                  purchase price of approximately $9,000,000 was allocated
                  principally to goodwill which is being amortized over 15
                  years. In addition, CollegeLink entered into employment
                  agreements with the Former Stockholders, whereby CollegeLink
                  granted each an option to purchase up to 200,000 shares of
                  CollegeLink's common stock with an exercise price of $4.00 per
                  share.

                  Both acquisitions were being accounted for using the purchase
                  method. The operations of ECI and SSI have been included in
                  the accompanying statements of operations since August 11,
                  1999 and February 18, 2000, respectively. The unaudited
                  results of operations, as if ECI and SSI had been acquired at
                  the beginning of fiscal years ended June 30, 2000 and 1999,
                  are as follows:

<TABLE>
<CAPTION>
                                   For the Year Ended      For the Year Ended
                                      June 30, 2000           June 30, 1999
                                   ------------------      ------------------
<S>                                <C>                     <C>
         Net revenues                  $ 2,601,817             $ 1,741,662
         Net loss                      $ 8,265,425             $ 5,584,794
         Net loss per share            ($     0.76)            ($     0.66)
</TABLE>


                                      F-34
<PAGE>   71
         h.       Public Offering

                  During the year ended June 30, 2000, CollegeLink completed its
                  public offering of its common stock, whereby CollegeLink sold
                  2,530,000 shares at $4.00 per share, less underwriting and
                  commission expenses. CollegeLink incurred approximately
                  $1,200,000 of direct expenses in connection with this
                  offering.

         i.       Shares Issued for Settlement

                  On October 5, 2000, CollegeLink settled a possible claim by
                  several preferred A holders emanating from CollegeLink's
                  failure to file a Registration Statement covering
                  approximately 110,000 shares of common stock underlying the
                  Preferred A stock purchased by these holders, whereby
                  CollegeLink issued 200,000 shares of restricted common stock
                  to these holders, reduced the exercise price of 23,000
                  previously issued warrants from $4.00 to $1.45 per share, and
                  granted an additional warrant to one of the holder to purchase
                  10,000 common shares at $1.45 per share (see j. below).

         j.       Options and Warrants

                  During the six months ended December 31, 2000 and the year
                  ended June 30, 2000, CollegeLink granted to its employees
                  five-year options to purchase 140,176 and 165,000 shares,
                  respectively, of its common stock with an exercise price less
                  than market value. As a result, CollegeLink recorded deferred
                  compensation of $86,208 and $178,125 and recognized $86,208
                  and $26,241 in compensation expenses for these options,
                  respectively. The remaining deferred compensation will be
                  amortization over the vesting period.

                  During the year ended June 30, 2000, CollegeLink granted
                  certain consultants options to purchase 98,320 shares of its
                  common stock at exercise price ranging from $4.00 to $7.625
                  per share. Accordingly, CollegeLink recorded consulting costs
                  of $262,949 based on the Black-Scholes Option Price Model.

                  Furthermore, CollegeLink granted - 0- and 2,027,963 options to
                  its employee with exercise prices equal to or greater than the
                  market value of the stock at the grant dates during the six
                  months ended December 31, 2000 and the year ended June 30,
                  2000, respectively.

                  Exercise prices for options outstanding at December 31, 2000
                  and June 30, 2000 range from $0.01 to $7.625 and $1.25 to
                  $7.625. The number of options exercisable and weighted average
                  exercise price for options exercisable at December 31, 2000
                  and June 30, 2000 was 1,829,932 and $4.15 and 632,157 shares
                  and $3.62, respectively.

                  The following table summarizes the changes in options
                  outstanding and the related price ranges for shares of
                  CollegeLink's common stock:

<TABLE>
<CAPTION>
                                                                                Weighted Average
                                                                 Shares          Exercise Price
                                                              ----------        ----------------
<S>                                                           <C>               <C>
                  Outstanding at June 30, 1999                 1,441,186             $4.32
                      Granted                                  2,291,283              4.00
                      Exercised                                       --
                      Expired or cancelled                      (414,917)             4.32
                                                              ----------
                  Outstanding at June 30, 2000                 3,317,552              3.98
                      Granted                                    140,176              0.01
                      Exercised                                  (11,601)             0.01
                      Expired or cancelled                    (1,616,195)             3.44
                                                              ----------
                  Outstanding at December 31, 2000             1,829,932              4.15
                                                              ==========
</TABLE>

         During the six months ended December 31, 2000, CollegeLink granted to a
         Preferred A holder a warrant to purchase 10,000 shares of its common
         stock at an exercise price of $1.45 per share (see i. above). The
         warrant is valued at $0.23 per share under the Black-Scholes
         option-pricing model. At of December 31, 2000, the changes in warrants
         outstanding and related price ranges are as follows:


                                      F-35
<PAGE>   72
<TABLE>
<CAPTION>
                                                                                               Weighted Average
                                                                       Shares                   Exercise Price
                                                                    ---------                  -----------------
<S>                                                                 <C>                          <C>
                  Outstanding at June 30, 1999                      1,268,683                       $  2.77
                      Granted                                              --
                      Exercised                                            --
                      Expired or cancelled                                 --
                                                                    ---------
                  Outstanding at June 30, 2000                      1,268,683                          2.77
                      Granted                                          10,000                          1.45
                      Exercised                                            --
                      Expired or cancelled                                 --
                                                                    ---------
                  Outstanding at December 31, 2000                  1,278,683                          2.76
                                                                    =========
</TABLE>

                  For disclosure purposes in accordance with SFAS No. 123, the
                  fair value of each stock option grant is estimated on the date
                  of grant using the Black-Scholes option-pricing model with the
                  following weighted-average assumptions used for stock options
                  granted during the six months ended December 31, 2000 and the
                  year ended June 30, 2000, respectively: annual dividends of
                  $0.00, expected volatility of 129% at December 31, 2000 and
                  84% at June 30, 2000, risk-free interest rate of 6.0% and 6.1%
                  and expected life of five years for both the six months ended
                  December 31, 2000 and for the year ended June 30, 2000,
                  respectively. The weighted-average fair value of the stock
                  options granted during the six months ended December 31, 2000
                  and for the year ended June 30, 2000 was $0.62 and $1.69,
                  respectively.

                  If CollegeLink recognized compensation cost for the employee
                  stock option plan in accordance with SFAS No. 123,
                  CollegeLink's pro forma net loss and loss per share would have
                  been approximately, $17,302,000 and $8,429,000, and $1.15 and
                  $0.78, respectively, in the six months ended December 31, 2000
                  and the year ended June 30, 2000.

8.       COMMITMENTS AND CONTINGENCIES

a.                CollegeLink has two five-year lease agreements expiring
                  September 30, 2001 and December 14, 2002, respectively. One of
                  the leases has an option to extend the term for a two-year
                  period. In addition, CollegeLink has a two-year lease expiring
                  December 31, 2003 for its Ohio office. Rent expense was
                  approximately $86,000 and $140,000 for the six months ended
                  December 31, 2000 and for the year ended June 30, 2000,
                  respectively. The future minimum rental payments to be made
                  under noncancellable operating leases as of December 31, 2000
                  are as follows:

<TABLE>
<CAPTION>
                              For the Year Ending December 31,                    Amount
                         -------------------------------------------------------------------
<S>                                                                             <C>
                             2001                                               $ 83,100
                             2002                                                 69,600
                             2003                                                 48,000
</TABLE>

                  On December 1, 2000, CollegeLink entered into a Lease
                  Surrender and Termination Agreement with the former landlord
                  for its old office space. CollegeLink paid a termination fee
                  of $50,969 and forfeiture of security deposit of $33,494. In
                  addition, CollegeLink wrote-off the leasehold improvement of
                  approximately $106,000.

                  CollegeLink pays no rent during the fifth year on the lease
                  that expiring on September 30, 2001. CollegeLink has not
                  recorded deferred rent credit and recorded rent expenses when
                  payment was made based upon the fact that CollegeLink did not
                  expect to stay in this building on the fifth year at the time
                  the lease was executed.

b.                Effective February 1999, CollegeLink entered into three-year
                  employment agreements with two officers who are principal
                  stockholders of CollegeLink. These agreements subsequently
                  were extended for one year. As of December 31, 2000, total
                  future commitments under these two employment agreements
                  approximated $1,181,000 payable through February 11, 2003.
                  CollegeLink also has two employment agreements with the Former
                  Stockholders in connection with the acquisition of SSI (see
                  Note 7). These employment agreements have been terminated on
                  September 1, 2000 and replaced by consulting agreements (see
                  d. below).

c.                CollegeLink has an agreement with an agency for marketing and
                  public relations services commencing April 1, 1999 with no
                  expiration date. Either party may terminate agreement by
                  notifying the other party within sixty days prior to the date
                  of termination. CollegeLink has agreed to pay the agency a
                  monthly rate of $7,000 to compensate the agency for services
                  in the following areas: strategic counseling, in-house
                  research, advertising and public relations. This agreement was
                  terminated in April 2000 and CollegeLink paid the consultant
                  approximately $139,000.


                                      F-36
<PAGE>   73
d.                On March 20, 2000, CollegeLink entered into a forty-two (42)
                  month agreement with a consultant to provide services for
                  management consulting, business advisory and public relations.
                  CollegeLink has agreed to pay the consultant $133,000 a year
                  through September 1, 2000 and $54,000 annually through
                  September 1, 2003, plus stock option and other benefits.

                  On September 1, 2000, CollegeLink entered into two consulting
                  agreements with two former employees to provided consulting
                  services on its college and high school programs. CollegeLink
                  has agreed to pay these consultants $11,250 monthly
                  compensation each plus stock options and other benefits.

                  As of December 31, 2000, total future commitments under the
                  above consulting agreements approximated $230,000 payable
                  through September 1, 2003.

9.       DISCONTINUED OPERATIONS

         During the year ended June 30, 2000, CollegeLink sold its web hosting
         and online training businesses resulting for a gain of $513,716.
         Revenue from web hosting and online training businesses during the year
         ended June 30, 2000 was $110,066 and $162,962, respectively.

         CollegeLink believes that the Internet is going to be an integral part
         of its continuing operations, both the web hosting and online training
         businesses are considered as part of the Internet business.
         Accordingly, the above transactions do not satisfy the criteria of APB
         No. 30, "Discontinue Operations". Accordingly, the results of these
         discontinued segments are not presented separately as discontinued
         operations in the accompanying statements of operations.

10.      INCOME TAXES

         CollegeLink accounts for its income taxes under SFAS No. 109,
         "Accounting for Income Taxes" which requires the recognition of
         deferred tax assets and liabilities for both the expected impact of
         differences between the financial statements and tax basis of assets
         and liabilities, and for the expected future tax benefit to be derived
         from tax loss and tax credit carryforwards. At December 31, 2000 and
         June 30, 2000, CollegeLink had net operating loss carryforwards of
         approximately $28,734,000 and $11,683,000, expiring through 2019. SFAS
         No. 109 additionally requires the establishment of a valuation
         allowance to reflect the likelihood of realization of deferred tax
         assets. At December 31, 2000 and June 30, 2000, a valuation allowance
         for the full amount of the deferred tax asset was recorded because of
         operating losses incurred and the uncertainties as to the amount of
         taxable income that would be generated in the future years.

         The components of the net deferred tax asset consist of the following:

<TABLE>
<CAPTION>
                                                         December 31, 2000     June 30, 2000
                                                          -------------       --------------
<S>                                                       <C>                 <C>
             Net operating loss carryforwards             $  10,057,000       $    4,089,000
             Valuation allowance                            (10,057,000)          (4,089,000)
                                                          -------------       --------------
                                                          $          --       $           --
                                                          =============       ==============
</TABLE>

       The provision for income taxes differs from the amount computed applying
       the statutory federal income tax rate to income before income taxes as
       follows:

<TABLE>
<CAPTION>
                                                        December 31, 2000     June 30, 2000
                                                         -------------       -------------
<S>                                                      <C>                 <C>
           Income tax benefit computed at statutory      $  (5,968,000)      $  (2,759,000)
           rate at 35%
           Goodwill amortization and impairment              4,537,000             264,000
           Tax benefit not recognized                        1,431,000           2,495,000
                                                         -------------       -------------
                    Provision for income taxes           $          --       $          --
                                                         =============       =============
</TABLE>

11.      ACCOUNTING DEVELOPMENTS:

         In June 2000, the FASB issued SFAS No. 138, Accounting for Certain
         Derivative Instruments and Certain Hedging Activities, which amends the
         accounting and reporting standards of SFAS No. 133. SFAS No. 133 was
         previously amended by SFAS No. 137, which deferred the effective date
         of SFAS No. 133 to fiscal years commencing after June 15, 2000.
         CollegeLink does not believe that the adoptions of SFAS No. 138 and
         SFAS No. 133 have a material impact on CollegeLink's results of
         operations.


                                      F-37
<PAGE>   74
         In March 2000, the FASB issued Interpretation (FIN) No. 44, Accounting
         for Certain Transactions Involving Stock Compensation - an
         Interpretation of APB Opinion No. 25, which effective on July 1, 2000.
         CollegeLink adopted the provisions of FIN No. 44 as of July 1, 2000.

12.      SUBSEQUENT EVENTS:

         Purchase Agreement/Note Payable

         On February 2, 2001, CollegeLink entered into an agreement with TMP to
         purchase substantially all of the assets of CollegeLink for $5,400,000
         (subject to reduction as described below) in cash and assume
         substantially all of the liabilities of CollegeLink. The purchase price
         is subject to reduction if the value of the liabilities assumed TMP
         exceeds the value of CollegeLink's tangible assets and certain other
         assets at the time of the closing. The completion of this transaction
         is subject to certain conditions, such as approval from stockholders of
         CollegeLink. The purchase agreement was amended and restated on May 2,
         2001, and, as of May 16, 2001, the proposed sale of assets has not been
         completed. In connection with the proposed sale of assets, CollegeLink
         has agreed to pay to two former officers $300,000 each from the
         proceeds of the sale in exchange for 1,625,000 shares of CollegeLink's
         common stock. This payment ($600,000 in total) will be recorded as a
         purchase of treasury stock at market value with the reminder to
         compensation expenses. CollegeLink also agreed to pay to these two
         former officers cash bonuses of $212,500 promptly after the closing of
         the sale of assets. Separately, TMP has advanced $925,000 to
         CollegeLink in five installments since November 30, 2001. The first
         four outstanding advances are evidenced by an interest-bearing
         promissory note dated November 30, 2000, in the principal amount of
         $250,000, $250,000, $250,000, $250,000 and $750,000 on November 30,
         2000, December 15, 2000, February 16, 2001 and February 26, 2001,
         respectively. The fifth advance, for $100,000, was made on March 20,
         2001, under a $350,000 line of credit from TMP. Accrued interest of
         $2,917 was included in the outstanding balance at December 31, 2000.

         Legal Proceeding (Unaudited):

         On April 12, 2001, a group of CollegeLink's shareholders commenced a
         purported class action litigation against CollegeLink for claims
         relating to CollegeLink's failure to register for resale the shares
         issued to these shareholders in connection with the August 10, 1999
         acquisition of ECI, Inc. The shareholders allege that such registration
         was required by a registration agreement between them and CollegeLink.
         Management intends to vigorously defend CollegeLink against the claims
         raised in the shareholders' complaint and has asserted counterclaims.
         Because this case commenced so recently, neither management nor
         CollegeLink's general counsel are able to predict the outcome of the
         case or its possible effect on the financial position of CollegeLink.
         For further information, please refer to pages 13 and 14 of the Proxy
         Statement.


                                      F-38
<PAGE>   75
                          COLLEGELINK.COM INCORPORATED
                        PRO FORMA STATEMENT OF OPERATIONS
                        FOR THE YEAR ENDED JUNE 30, 2000
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                               Historical                Adjustments                  Proforma
                                                 Amount            Dr.                Cr.              Amount
                                                 ------            ---                ---              ------
<S>                                           <C>             <C>                <C>                 <C>
REVENUES:
   College and high school programs           $  1,365,790    a.  1,365,790                                   --
   Web site hosting and web services               273,028    a.    273,028                                   --
   Other revenues                                   24,909    a.     24,909                                   --
                                              ------------
                                                 1,663,727                                                    --
COST OF GOODS SOLD                                 734,882                       a.    734,882                --
                                              ------------                                           -----------

     GROSS PROFIT                                  928,845                                                    --
                                              ------------                                           -----------

OPERATING EXPENSES:
   Technology                                      464,120                       a.    464,120                --
   Depreciation and amortization                   906,840                       a.    906,840                --
   Sales and marketing                           4,036,602                       a.  4,036,602                --
   General and administrative                    4,038,982    c.    514,500      a.  4,038,982           514,500
                                              ------------                                           -----------

     TOTAL OPERATING EXPENSES                    9,446,544                                               514,500
                                              ------------                                           -----------
     OPERATING LOSS                             (8,517,699)                                             (514,500)
                                              ------------                                           -----------

OTHER INCOME (EXPENSES)
   Interest income, net                            121,119    a.    121,119                                   --
   Gain on sale of business units                  513,716    a.    513,716                                   --
                                              ------------

     TOTAL OTHER INCOME (EXPENSES)                 634,835                                                    --
                                              ------------                                           -----------

     LOSS BEFORE INCOME TAXES                   (7,882,864)                                             (514,500)

INCOME TAXES                                            --                                                    --
                                              ------------                                           -----------

     NET LOSS                                   (7,882,864)                                             (514,500)

   PREFERRED STOCK DIVIDEND EARNED                 432,824                                               432,824
                                              ------------                                           -----------

   NET LOSS ATTRIBUTABLE TO COMMON SHARES     $ (8,315,688)                                          $  (947,324)
                                              ============

Net Loss Per Share (Basis and Diluted)        $      (0.73)                                          $     (0.08)
                                              ============                                           ===========

Weighted Average Common Shares Outstanding      11,392,911                                            11,392,911
                                              ============                                           ===========
</TABLE>




                                      F-39
<PAGE>   76
                          COLLEGELINK.COM INCORPORATED
                             PRO FORMA BALANCE SHEET
                                DECEMBER 31, 2000
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                    Historical              Adjustments                 Proforma
                                                      Amount           Dr.               Cr.             Amount
                                                      ------           ---               ---             ------

                                                      ASSETS
                                                      ------
<S>                                                 <C>           <C>                <C>                <C>
CURRENT ASSETS:
   Cash                                             $  161,481    a.  3,387,500      a.   161,481       2,787,500
                                                                                     c.   600,000
   Accounts receivable, net                            382,539                       a.   382,539              --
   Notes receivable, stockholders, current
      portion                                           35,000                       a.    35,000              --
   Prepaid expenses and other current assets           276,635                       a.   276,635              --
                                                    ----------                                          ---------

         Total current assets                          855,655                                          2,787,500
                                                    ----------                                          ---------

PROPERTY AND EQUIPMENT, Net                            571,072                       a.   571,072              --
                                                    ----------                                          ---------

OTHER ASSETS:
   Other assets                                         34,973                       a.    34,973              --
   Goodwill, net                                     4,245,897                       a. 4,245,897              --
   Website development costs, net                      361,587                       a.   361,587              --
                                                    ----------                                          ---------

                                                     4,642,457                                                 --
                                                    ----------                                          ---------
         TOTAL ASSETS                               $6,069,184                                          2,787,500
                                                    ==========                                          =========
</TABLE>




                                      F-40
<PAGE>   77
                          COLLEGELINK.COM INCORPORATED
                             PRO FORMA BALANCE SHEET

                                DECEMBER 31, 2000
                             (UNAUDITED) (CONTINUED)

<TABLE>
<CAPTION>
                                                   Historical             Adjustments                 Proforma
                                                     Amount           Dr.              Cr.             Amount
                                                     ------           ---              ---             ------
                                      LIABILITIES AND STOCKHOLDERS' EQUITY
                                      ------------------------------------
<S>                                               <C>            <C>               <C>               <C>
CURRENT LIABILITIES
   Accounts payable and accrued expenses          $  1,188,560   a.  1,188,560                                --
   Note payable                                        502,917   a.    502,917                                --
   Unearned revenue                                    715,207   a.    715,207                                --
                                                  ------------                                       -----------

       TOTAL LIABILITIES                             2,406,684                                                --
                                                  ------------                                       -----------

COMMITMENTS AND CONTINGENCIES                               --                                                --

STOCKHOLDERS' EQUITY:
   Series A convertible preferred stock, $4.00
     stated value, $0.01 par value; 2,500,000
     shares authorized, 1,140,000 shares issued
     and outstanding                                 4,584,980                                         4,584,980
   Series B convertible preferred stock,
     $7.625 stated value, $0.01 par value;
     300,000 shares authorized, none
     outstanding                                            --                                                --
   Series C convertible preferred stock, $4.00
     stated value, $0.01 par value; 1,000,000
     shares authorized, 1,000,000 shares
     issued and outstanding                          4,000,000                                         4,000,000
   Common stock, $0.001 par value, 100,000,000
     shares authorized, 15,302,535                      15,302                                            15,302
   Additional paid-in capital                       24,402,656                                        24,402,656
   Deferred compensation                              (214,422)                    b.  214,422                --
   Accumulated deficit                             (29,126,016)  c.    514,500                       (29,729,938)
                                                                 a.    275,000
                                                                 b.    214,422
   Treasury stock                                                c.     85,500                           (85,500)
                                                  ------------                                       -----------

     TOTAL STOCKHOLDERS' EQUITY                      3,662,500                                         2,787,500
                                                  ------------                                       -----------

   TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY     $  6,069,184                                         2,787,500
                                                  ============                                       ===========
</TABLE>



               See accompanying notes to pro forma balance sheet.




                                      F-41
<PAGE>   78
                          COLLEGELINK.COM INCORPORATED

                        PRO FORMA STATEMENT OF OPERATIONS
                   FOR THE SIX MONTHS ENDED DECEMBER 31, 2000
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                 Historical                Adjustments             Proforma
                                                   Amount             Dr.              Cr.          Amount
                                                   ------             ---              ---          ------
<S>                                             <C>              <C>              <C>             <C>
REVENUES:
   College and high school programs             $   1,245,000    a.  1,245,000                             --
   Web site hosting and web services                   17,500    a.     17,500                             --
   Other revenues                                      82,829    a.     82,829                             --
                                                -------------                                     -----------
                                                    1,345,329                                              --
COST OF GOODS SOLD                                  1,303,126                     a.  1,303,126            --
                                                -------------                                     -----------
     GROSS PROFIT                                      42,203                                              --
                                                -------------                                     -----------
OPERATING EXPENSES:
   Technology                                         331,119                     a.    331,119            --
   Depreciation and amortization                      324,196                     a.    324,196            --
   Sales and marketing                                657,679                     a.    657,679            --
   General and administrative                       2,744,068    c.    514,500    a.  2,744,068       514,500
                                                -------------                                     -----------
     TOTAL OPERATING EXPENSES                       4,057,062                                         514,500
                                                -------------                                     -----------
     OPERATING LOSS                                (4,014,859)                                       (514,500)
                                                -------------                                     -----------
OTHER INCOME (EXPENSES)
   Interest income, net                                11,667    a.     11,667                             --
   Write-off of uncollectible notes receivable       (114,170)                    a.  (114,170)            --
   Goodwill impairment                            (12,817,556)                                             --
   Loss on disposal of property and equipment        (116,016)                    a.  (116,016)            --
                                                -------------                                     -----------
     TOTAL OTHER INCOME (EXPENSES)                (13,036,075)                                             --
                                                -------------                                     -----------
     LOSS BEFORE INCOME TAXES                     (17,050,934)                                       (514,500)

INCOME TAXES                                               --                                              --
                                                -------------                                     -----------
     NET LOSS                                     (17,050,934)                                       (514,500)

   PREFERRED STOCK DIVIDEND EARNED                    257,549                                         257,549
                                                -------------                                     -----------
   NET LOSS ATTRIBUTABLE TO COMMON SHARES         (17,308,483)                                    $  (772,049)
                                                =============                                     ===========
Net Loss Per Share (Basis and Diluted)                  (1.15)                                    $     (0.07)
                                                =============                                     ===========
Weighted Average Common Shares Outstanding         15,016,136                                      11,392,911
                                                =============                                     ===========
</TABLE>




                                      F-42

<PAGE>   79
                         COLLEGELINK.COM, INCORPORATION
                     NOTES TO PRO FORMA FINANCIAL STATEMENTS
                                    UNAUDITED

a.   The pro forma financial statements assume that the sale of assets in
     exchange for $5,400,000 in cash occurred as of July 1, 1999 for the year
     ended June 30, 2000 and as of July 1, 2000 for the six months ended
     December 31, 2000. In connection with this transaction, CollegeLink has
     agreed to pay two former officers a maximum of $300,000 each from the
     proceeds of the sale in exchange for 1,625,000 shares of CollegeLink's
     common stock. CollegeLink also agreed to pay these two former officers cash
     bonus of $212,500 at the closing. The pro forma financial statements assume
     that CollegeLink will pay a consultant $200,000 in connection with the
     termination of his consulting agreement with CollegeLink and for his
     agreement to provide consulting services to TMP. CollegeLink also expects
     TMP to assume or pay approximately $1,600,000 of liabilities in excess of
     tangible and other assets. The sale is described elsewhere in this Proxy
     Statement. After the date of sale CollegeLink is assumed to have no other
     assets and substantially no liabilities.

<TABLE>
<S>                                                             <C>
    Purchase price                                              $ 5,400,000
    Liabilities in excess of tangible and other assets           (1,600,000)
    Payment to consultant                                          (200,000)
    Cash bonus                                                     (212,500)
                                                                -----------
             Net Price                                          $ 3,387,500
                                                                ===========
</TABLE>

b.   Deferred compensation represents unvested options to employees and two
     former officers. After the sale, those employees and former officers will
     be employed by the Buyer and no longer by CollegeLink. Unvested options
     will be fully vested upon such event, accordingly, deferred compensation
     has been written off to expenses as part of the sale of the assets.

c.   The payment of $600,000 ($300,000 each) to two former officers is recorded
     as a purchase of treasury stock for $85,500 or $.06 per share, the closing
     market price on December 31, 2000, with the remainder to compensation
     expense.

d.   The pro forma financial statements do not include CollegeLink's estimated
     expenses after the sale. After the sale, CollegeLink is estimated to be
     approximately $750,000 per year in expenses as follows:

<TABLE>
<S>                                                          <C>
          Salaries                                           $450,000
          Payroll tax and benefits                             90,000
          Rent                                                 23,000
          Insurance                                           114,000
          Professional fees                                    28,000
          Other general and administration expenses            45,000
                                                             --------
                                                             $750,000
                                                             ========
</TABLE>

     The above estimates are based upon the following assumptions:

     1.  Salaries represent base salary obligations to Richard Fisher and Kevin
         High pursuant to existing employment agreements each has with
         CollegeLink and the current salary payment to CollegeLink
         administrative assistant.

     2.  Payroll expenses and benefits represent the approximate cost of payroll
         taxes, medical and dental insurance and insurance on the lives of Mr.
         Fisher and Mr. High.

     3.  Rent and common area charges are actual under CollegeLink's lease for
         its premises in Bristol, Rhode Island.

     4.  Insurance premiums are actual based on existing policies for property,
         casualty, liability and officers and directors liability insurance.

     5.  Estimates for legal and accounting are based on previous expenditures,
         including those related to CollegeLinks's reporting requirements under
         the Securities Exchange Act of 1934, reduced to reflect the expected
         reduced business activities of CollegeLink after the sale of its
         assets.

     6.  Expenses for telephones, internet access, electric, gas, supplies,
         postage and shipping are estimates based on expenses for these items
         for the previous three months at CollegeLink's premises in Bristol,
         Rhode Island.

     7.  Expenses for cable and ADT (alarm) are actual monthly charges.

     8.  Transfer agent fees are based on previous monthly billings by our
         current transfer agent.

     9.  Travel is an estimate which takes into account expected expenses for
         reviewing business opportunities.

     10. Exchange fees represent the amount CollegeLink expects to pay to
         Standard & Poors for the publication of its financial statements as
         required by most states under their Blue Sky regulations.

     11. Directors fees assume one meeting each quarter and payment of $500 to
         each of two outside directors for each meeting.

     12. Miscellaneous expenses are estimates based on previous expenditures.

e.   These pro forma financial statements should be read in conjunction with the
     historical financial statements and notes thereto.


                                      F-43
<PAGE>   80
                                                                      APPENDIX A



                  AMENDED AND RESTATED ASSET PURCHASE AGREEMENT

                  THIS AMENDED AND RESTATED ASSET PURCHASE AGREEMENT (this
"Agreement") is made as of this 2nd day of May, 2001, by and among TMP Worldwide
Inc., a Delaware corporation (sometimes referred to herein as "TMP" or "Buyer"),
Collegelink.com Incorporated, a Delaware corporation (the "CollegeLink Parent"),
and CollegeLink Corporation, a Delaware corporation and wholly-owned subsidiary
of the CollegeLink Parent (the "CollegeLink Sub"; together with the CollegeLink
Parent, the "Companies" and each a "Company").

                  WHEREAS, the Companies are in the business of (i) marketing
services to corporations, colleges, universities, the military and financial aid
providers and advisors targeted and/or related to teens and high school,
college, university and/or other students, and related and ancillary services
and technology; (ii) providing general services to teens and high school,
college, university and/or other students in the form of education, seminars,
presentation and similar forms, and related and ancillary services and
technology; and (iii) providing general services to guidance counselors,
financial aid officers and career and employment counselors, and related and
ancillary services and technology (collectively, the "Business");

                  WHEREAS, the Companies desire to sell and assign to Buyer
substantially all of the assets and liabilities of the Companies used in the
Business, and Buyer desires to purchase and assume from the Companies
substantially all of such assets and liabilities upon the terms and conditions
set forth herein;

                  WHEREAS, the parties hereto entered into an Asset Purchase
Agreement, dated as of the 2nd day of February 2001 (the "Original Asset
Purchase Agreement") pursuant to which the Companies agreed to sell and assign
to Buyer substantially all of the assets and liabilities of the Companies used
in the Business, and Buyer agreed to purchase and assume from the Companies
substantially all of such assets and liabilities upon the terms and conditions
set forth therein;

                  WHEREAS, Buyer is entitled to terminate the Original Asset
Purchase Agreement, among other reasons, in the event that the closing did not
take place on or before April 15, 2001; and

                  WHEREAS, the Companies and Buyer accordingly desire to amend
and restate the Original Purchase Agreement in certain respects;

                  NOW THEREFORE, in consideration of the mutual covenants of the
parties set forth in this Agreement and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

         1. PURCHASE AND SALE OF ASSETS

         1.1 Purchase and Sale of Assets. At the Closing (as defined in Section
8.1 below), upon the terms and subject to the conditions set forth in this
Agreement, and upon the basis of the representations, warranties, covenants and
agreements contained herein, the Companies shall sell, transfer, assign, convey
and deliver to Buyer, all of their respective right, title and interest in and
to the Assets (as defined below) free and clear of all Liens, other than the
Liens set forth in Schedule 4.5 hereto. The "Assets" shall mean all those
personal, tangible and intangible properties, and the real property and
improvements of each of the Companies used in connection with the operation of
the Business, as more fully described below, other than Excluded Assets (as
defined below), wherever located and whether or not all or any of said property
and assets appear or are reflected upon the Companies' books, records or
financial statements, including without limitation, those Assets more
particularly described in the Schedules to this Section 1.1:

                  (a) subject to Section 7.1(g) below, all the rights and
         benefits accruing to each Company under all agreements, contracts,
         arrangements, leases, guarantees, commitments and orders, whether
         written or oral, between either Company and any third party
         (collectively, the "Assigned Contracts"), which contracts are listed on
         Schedule 1.1(a) hereto;

                  (b) all equipment, computers, computer hardware and software,
         tools, supplies, furniture, and other tangible personal property and
         assets of each Company related to the Business, and listed on Schedule
         1.1(b) hereto;

                  (c) all the interest of and the rights and benefits accruing
         to each Company as lessee under (i) any leases and subleases relating
         to real property as described on Schedule 1.1(c) (the "Leases"), and
         (ii) the leases or rental agreements covering equipment, computers,
         computer hardware and software, vehicles and other tangible personal
         property as described in Schedule 1.1(c) hereto (the "Leased Personal
         Property");


                                      A-1
<PAGE>   81
                  (d) all accounts and notes receivable (including without
         limitation, any claims, remedies and other rights related thereto)
         evidencing rights to payment for services rendered and/or goods leased
         or sold by each Company and relating to the Business through the
         Closing Date as described in Schedule 1.1(d) hereto (the "Accounts
         Receivable"), but excluding (i) any and all accounts receivable in
         connection with the Company's "Making High School Count" program to the
         extent that such accounts receivable represent services substantially
         fully rendered to those customers, all of which are listed on Schedule
         1.1(d)(i), and (ii) the other accounts receivable listed on Schedule
         1.1(d)(i) (all of such excluded receivables hereinafter referred to as
         the "Excluded Receivables");

                  (e) all operating data and records of each Company relating to
         the Business, including, without limitation, customer lists and,
         records, customer/customer service databases, referral sources,
         production reports and records, equipment logs, operating guides and
         manuals, projections, copies of financial, accounting and personnel
         records, correspondence and other similar documents and records;

                  (f) all claims, warranty rights, causes of action and other
         similar rights granted or owing to each Company arising out of the
         Business, except tax refunds, to the extent the same are assignable;

                  (g) all of each Company's right, title and interest in and to
         the name "CollegeLink.com" and the other names and internet domain
         names set forth on Schedule 1.1(g) (collectively, the "Names"), and any
         and all variations thereof for any and all purposes;

                  (h) all the intangible and intellectual property of each
         Company relating to the Business, including, without limitation, all
         software and software libraries, processes, methods, plans, research
         data, marketing plans and strategies, forecasts, patents and patent
         applications, inventions, discoveries, know-how, trade secrets and
         ideas (including those in the possession of third parties, but which
         are the property of the Companies), and all records, books or other
         indicia of the foregoing, trademarks, trademark applications,
         service-marks, trade names, licenses, copyrights, operating rights,
         permits and other similar intangible property and rights hereto or
         under development, including, without limitation, all of those set
         forth on Schedule 1.1(h) hereto and those proprietary, industrial or
         intellectual property rights found at the web sites operated by the
         Companies at the web site addresses listed on Schedule 1.1(h) hereto;

                  (i) all licenses, permits, approvals, qualifications, consents
         and other authorizations necessary for the lawful conduct, ownership
         and operation of the Business to the extent the same are transferable
         (collectively, the "Licenses");

                  (j) all prepaid expenses of the Companies relating to or in
         support of the Assigned Contracts;

                  (k) all goodwill and going-concern value of the Business; and

                  (l) all other assets and properties of any nature whatsoever
         held by either Company, either directly or indirectly, and used in,
         allocated to, or required for the conduct of the Business, but
         excluding the Excluded Assets (as defined in Section 1.2 below).

         1.2 Excluded Assets. Anything to the contrary in Section 1.1
notwithstanding, the Assets shall exclude and the Buyer shall not purchase any
right, title or interest in and to (i) the Companies' interest in this Agreement
and the Firm Payment and the Escrow Payment (as defined in Section 2.1), except
as set forth in Section 11 hereof, (ii) the Companies' cash on hand or in bank
accounts, (iii) the Excluded Receivables, (iv) any Internet domain names, trade
names, trademarks or service marks that include "cytation", (v) all notes or
receivables with respect to loans made by either of the Companies to any
stockholder or employee of either of the Companies (the "Stockholder Loans"),
(vi) any interest of either Company in ConferenceNow.com, Incorporated, (vii)
the Companies' interest in the leases of real property listed on Schedule 1.2,
(viii) the furniture and equipment listed on Schedule 1.2 hereto, (ix) the
Companies' interest in the agreements listed on Schedule 1.2, and (x) the
corporate minute books, corporate seals and stock transfer ledgers of the
Companies. The assets described in subsections (i) through (x) above are
hereinafter sometimes referred to collectively as (the "Excluded Assets").

         1.3 Assumption of Liabilities. At the Closing, upon the terms and
subject to the conditions contained herein, and simultaneously with the
transfer, conveyance and assignment to the Buyer of the Assets, Buyer shall
assume, effective as of Closing, and discharge in accordance with their terms,
the liabilities and obligations of the Companies (the "Assumed Liabilities")
which relate to the Business and are not paid or discharged as of the Closing
Date and which are set forth below. For purposes of this Agreement, the term
"Assumed Liabilities" shall include, and shall be limited solely to:


                                        2
<PAGE>   82
                  (a) those actual and recorded liabilities and obligations of
         the Companies relating to the Business reserved for or disclosed on the
         December 31, 2000 consolidated balance sheet of the Companies ("Second
         Quarter Balance Sheet");

                  (b) those liabilities and obligations of the Companies
         relating to the Business which arose prior to the date of the Second
         Quarter Balance Sheet in the ordinary course of business and,
         consistent with past practice and in accordance with generally accepted
         accounting principles, are not required to be reserved for or disclosed
         in the Second Quarter Balance Sheet, all of which are listed on
         Schedule 1.3(b) hereto;

                  (c) those liabilities and obligations of the Companies
         relating to the Business which arose after the date of the Second
         Quarter Balance Sheet in the ordinary course of business and consistent
         with past practice, all of which are listed on Schedule 1.3(c) hereto;

                  (d) those liabilities and obligations of the Companies owed to
         utilities and trade vendors in regard to the Business which arose after
         the date of the Second Quarter Balance Sheet in the ordinary course of
         business and consistent with past practice, all of which will be listed
         on the Closing Statement;

                  (e) subject to Section 3.2, all liabilities and obligations of
         the Companies under the Assigned Contracts to the extent that they
         shall remain uncompleted and outstanding at the Closing Date; provided
         that, Buyer shall not assume any liability or obligation incurred prior
         to the Closing Date in respect of breaches by the Companies of their
         respective obligations under the Assigned Contracts prior to the
         Closing Date;

                  (f) all accounts payable, commissions payable, accrued payroll
         and related withholding taxes and expenses, insurance premiums for
         employee health or other insurance benefits, as well as accrued
         vacation, leave and termination liability, in each case relating to the
         Business and incurred in the ordinary course of business consistent
         with past practice and disclosed on Schedule 1.3(f) or on the Second
         Quarter Balance Sheet, and all employee cash bonuses set forth on
         Schedule 4.17 (subject to reduction by CollegeLink Parent prior to the
         Closing); and

                  (g) all liabilities and obligations of the Companies with
         respect to all funds borrowed from Buyer.

         1.4 Excluded Liabilities. Notwithstanding anything to the contrary
contained herein, and regardless of any disclosure to Buyer, the parties
understand and agree that Buyer shall not assume, and the Assumed Liabilities
shall not include, any liabilities, obligations or commitments of the Companies,
whether relating to or arising out of the operation of the Business or the
ownership of the Assets on or prior to the Closing Date or otherwise and
regardless when asserted, other than the Assumed Liabilities. Without limiting
the foregoing, there are expressly excluded from the Assumed Liabilities the
following listed liabilities and obligations (collectively, the "Excluded
Liabilities"):

                  (a) all liabilities and obligations to the extent they relate
         to the Excluded Assets, even if they appear on the Second Quarter
         Balance Sheet, including but not limited to any obligations or
         liabilities of the Companies related in any manner whatsoever to
         Conferencenow.com, Incorporated or the stockholders thereof;

                  (b) any advances or loans made to the Companies by any of its
         employees or stockholders;

                  (c) all liabilities and obligations, whether civil or criminal
         in nature, arising out of any actual or alleged violation by the
         Companies, or by any previous owner of any of the Assets, of any
         federal, state or local law, rule, regulation, policy, guideline,
         judicial or administrative order, judgment or decree, or governmental
         permit, license, approval or authorization in effect on or before the
         Closing Date;

                  (d) all liabilities or obligations resulting from, relating
         to, or arising out of any pending or threatened legal proceedings,
         including those listed on Schedule 4.24, and all liabilities for Taxes
         whether or not accrued, assessed or currently due and payable (i) of
         the Companies, whether or not it relates to the Business, or (ii)
         relating to the operation or ownership of the Business or the Assets
         for any Tax period (or portion thereof) ending on or prior to the
         Closing Date. All real property Taxes, personal property Taxes and
         similar ad valorem obligations levied with respect to the Assets for a
         Tax period that includes (but does not end on) the Closing Date shall
         be apportioned between the Buyer and the Companies based on the number
         of days of such period included in the Tax period prior to the Closing
         Date and the number of days of such Tax period after the Closing Date
         (which period shall include the Closing Date);


                                        3
<PAGE>   83
                  (e) all liabilities for sales tax, and property tax, and
         property taxes incurred, accrued, collectible by the Companies or due
         from the Companies with respect to the transaction contemplated hereby;

                  (f) all liabilities and obligations of the Companies (whether
         direct or indirect, contingent or otherwise) (i) under or in connection
         with any Employee Benefit Plan, or (ii) under Title IV or Section 302
         of ERISA, Section 412 of the Code or Section 4980B of the Code;

                  (g) all liabilities and obligations to the extent they do not
         relate to the Assets or the Business; and

                  (h) all liabilities and obligations arising from acts,
         omissions, conditions or circumstances occurring or existing prior to
         the Closing Date which relate to any liabilities, debts, contracts,
         commitments or other obligations of the Company not expressly assumed
         pursuant to Section 1.3 hereof.

         2. PURCHASE PRICE

         2.1 Subject to the terms hereof, the aggregate purchase price to be
paid by Buyer to CollegeLink Parent shall be $5,400,000 (as adjusted pursuant to
Section 2.2 below, the "Purchase Price") payable in cash. The Purchase Price
shall be divided into two payments, an Escrow Payment (as defined below) and a
Firm Payment (as defined below). The Escrow Payment shall be deposited with
Eastern Bank and Trust Company (the "Escrow Agent") promptly after the Closing
and shall be held in escrow until the respective Escrow Payment Release Dates
(as defined in Section 3.3). The Firm Payment shall be paid to CollegeLink
Parent at Closing. For the purposes hereof:

                  (a) "Escrow Payment" means an amount of cash equal to the sum
         of the Firm Escrow Payment (as defined below) and the Lawsuit Escrow
         Payment (as defined below). The "Firm Escrow Payment" is an amount of
         cash equal to ten percent (10%) of the Purchase Price. The "Lawsuit
         Escrow Payment" is an amount of cash determined as follows: (i) in the
         event that Buyer receives 100% of the executed ECI Releases (defined in
         Section 7.1(j)) at Closing, the Lawsuit Escrow Payment shall be zero,
         or (ii) in the event that Buyer receives less than 100% of the executed
         ECI Releases at Closing, and Buyer, in its sole discretion, elects to
         waive the condition set forth in Section 7.1(j) and close the
         transaction, the Lawsuit Escrow Payment shall be equal to the product
         obtained by multiplying the Non-Releasing Ownership Percentage (as
         defined in Section 12.10) by $3,500,000; and

                  (b) "Firm Payment" means the amount of cash equal to the
         difference that remains after subtracting the Escrow Payment from the
         Purchase Price

         2.2 The Purchase Price shall be reduced by the Net Amount (as defined
below). As used herein, the term "Net Amount" means the amount by which the
Total Assumed Liabilities (as defined below) exceed the Total Tangible Assets
(as defined below). For the purposes hereof:

                  (a) "Total Assumed Liabilities" for the purposes of this
         Section 2 means the aggregate amount of the Assumed Liabilities
         determined as of the Closing Statement Date (as defined in Section
         2.3(a)) in accordance with generally accepted accounting principles
         consistently applied and including all loans made by Buyer to
         CollegeLink Parent, all employee bonuses paid or accrued, including
         those employee bonuses set forth on Schedule 4.17 (subject to reduction
         by CollegeLink Parent prior to the Closing), any change of control
         payment due to Gerald Paxton, and all costs and expenses of the
         Companies incurred in connection with this Agreement and the
         transaction contemplated hereby and not paid as of the Closing Date;
         and

                  (b) "Total Tangible Assets" means the aggregate amount of the
         tangible assets (the "Tangible Assets") of the Companies used in
         connection with the operation of the Business, including but not
         limited to the assets more particularly described in Sections 1.1(a),
         (b), (d), (e), (j) and (l), determined as of the Closing Statement Date
         in accordance with generally accepted accounting principles
         consistently applied; provided, that (i) $.683 of every $1.00 loaned by
         the Buyer to CollegeLink Parent (up to $750,000) prior to the Closing
         Date shall be applied to the Company's payroll and be deemed a Tangible
         Asset of the Company solely for purposes of this Section 2.2, (ii) web
         site development costs of up to $346,862 shall be included as a
         Tangible Asset of the Company, (iii) the value of the leased equipment
         described in Schedule 2.2(b) shall be excluded as a Tangible Asset,
         (iv) the value of the furniture and equipment listed in Schedule 1.2
         shall be excluded as a Tangible Asset, (v) the Stockholder Loans shall
         be excluded as Tangible Assets, and (vi) the value of any property and
         equipment, net included in the calculation of the amount of the
         Tangible Assets shall be valued at $575,000, irrespective of the actual
         value. For the purposes of clarity, "Tangible Assets" specifically
         excludes the intangible and intellectual property assets of the
         Business described in Sections 1.1(c), (f), (g), (h), (i) and (k) and
         the Excluded Assets.


                                        4
<PAGE>   84
         The determination of the Net Amount pursuant to this Section 2 shall be
made in accordance with the provisions of Section 2.3 below.

         2.3 Determination of Net Amount.

                  (a) At least ten (10) days prior to the Closing Date, the
         Companies shall prepare a reasonably detailed statement (the "Closing
         Statement"), certified by the Chief Financial Officer of CollegeLink
         Parent setting forth the calculation of the Total Assumed Liabilities,
         the Total Tangible Assets and the Net Amount. Except as specifically
         set forth herein or thereon, the statement shall be prepared in
         accordance with generally accepted accounting principles consistently
         applied. The Companies shall allow Buyer and its representatives access
         to the Companies' books and records (including internal working papers)
         and personnel during the period between the date the Closing Statement
         is delivered to Buyer (the "Closing Statement Date") and the Closing
         Date in order that Buyer and its representatives may review the Closing
         Statement. The Closing Statement shall be the final calculation of the
         Net Amount unless the Buyer delivers to the Company a statement
         describing its objections to the calculation of the Net Amount (the
         "Statement of Objection") within the 10 day period immediately
         preceding the Closing Date.

                  (b) If Buyer delivers a Statement of Objection, Buyer and the
         Companies and their respective representatives shall negotiate in good
         faith to resolve any disputes. If a resolution is reached, such
         resolution shall be documented in writing and shall be final and
         binding on the parties. If a final resolution is not reached by the
         Closing Date, any remaining disputes shall be resolved by a firm of
         independent accountants (the "Reviewing Accountants") selected by the
         Companies from among three "Big Five" independent accounting firms
         proposed by Buyer. The Reviewing Accountants shall be instructed to
         resolve any matters in dispute as promptly as practicable, but in any
         event no later than 20 days after being retained, and the date of the
         Closing shall be extended until two business days after the Reviewing
         Accountants make their determination. The determination of the
         Reviewing Accountants shall be final and binding on the parties.

                  (c) Buyer and the Companies shall each pay one-half of the
         fees and expenses of the Reviewing Accountants. The Companies shall
         cooperate with Buyer, Buyer's representatives and the Reviewing
         Accountants in connection with the matters contemplated by this Section
         2.3, including by furnishing such information and access to books and
         records (including accountants' working papers) as may be reasonably
         requested.

         3. INSTRUMENTS OF CONVEYANCE

         3.1 Delivery of Instruments of Conveyance. At the Closing, the
Companies shall deliver to Buyer, in usual and customary form, such deeds, bills
of sale, endorsements, assignments and other instruments of sale, conveyance,
transfer and assignment, as may be necessary to convey to Buyer good and
marketable title to the Assets, free and clear of all Liens. The Companies shall
pay all sales, transfer or stamp taxes, or similar charges, payable by reason of
the sale hereunder.

         3.2 Consents. At the Closing, the Companies shall deliver to Buyer all
written consents which are required under any Assigned Contract as set forth on
Schedule 4.7.

         3.3 Release of Escrow Payment. The Escrow Payment shall be held
pursuant to an Escrow Agreement among Buyer, the Escrow Agent and CollegeLink
Parent substantially in the form of Exhibit A hereto (the "Escrow Agreement").
The Firm Escrow Payment shall be released to the CollegeLink Parent in
accordance with the terms of the Escrow Agreement as soon as practicable after
the date which is eighteen (18) months from the Closing Date, (the "Firm Escrow
Payment Release Date"). The Lawsuit Escrow Payment shall be released to
CollegeLink Parent on the earlier of (x) the expiration of the applicable
statute of limitations relating to any and all claims which may arise out of,
relate to, be connected with, or arise out of similar facts and circumstances
as, the claim set forth in paragraph 2 of Schedule 4.24 (collectively, the
"Lawsuit") (including but not limited to those claims raised in or that could
have been raised in the Lawsuit), the ownership by the ECI Stockholders (as
defined in Section 7.1(i)) of shares or other equity interests in CollegeLink
Parent, or that certain registration agreement among CollegeLink Parent and the
ECI Stockholders dated as of August 10, 1999, (y) the receipt by Buyer of 100%
of the executed ECI Releases or (z) the full settlement of, or receipt of a
non-appealable final judgment relating to, the Lawsuit and payment and
satisfaction in full of all amounts due, if any, from the Companies and any
other parties to the Lawsuit to the ECI Stockholders or others, including
counsel, with respect to the Lawsuit (the "Lawsuit Escrow Payment Release Date"
and, together with the Firm Escrow Payment Release Date, the "Escrow Payment
Release Date"). To the extent that after the Closing, if any, CollegeLink Parent
delivers to Buyer additional executed ECI Releases from ECI Stockholders which
had not delivered such releases at Closing, in form and substance satisfactory
to Buyer, a portion of the Lawsuit Escrow Payment shall be released to
CollegeLink equal to the product obtained by multiplying the Ownership
Percentage (as defined in Section 12.10) of such executing ECI Stockholders by
$3,500,000.


                                        5
<PAGE>   85
         4. REPRESENTATIONS AND WARRANTIES OF THE COMPANIES

         As an inducement to Buyer to enter into and perform its obligations
under this Agreement, each of the Companies represents and warrants to Buyer as
follows:

         4.1 Organization and Good Standing. Each of the Companies is a
corporation duly organized, validly existing and in good standing under the laws
of Delaware and has full power and authority to conduct its business as it is
now being conducted and to own, operate or lease the properties and assets it
currently owns, operates or holds under lease. Each of the Companies is duly
licensed and qualified to do business and is in good standing as a foreign
corporation in each other jurisdiction set forth on Schedule 4.1 hereto which
are all jurisdictions where the character of its business or the nature of its
properties or assets makes such qualification or licensing necessary, except for
those jurisdictions where the failure to be so qualified, licensed or in good
standing would not individually or in the aggregate have a material adverse
effect on the business, prospects, results of operations, financial condition or
assets of such Company.

         4.2 Power and Authorization. Each of the Companies has full power and
authority to execute and deliver this Agreement and any agreement, document,
certificate or instrument being delivered pursuant to or in connection with the
transactions contemplated by this Agreement (collectively the "Transaction
Documents"), to perform its obligations hereunder and thereunder and to
consummate the transactions contemplated hereby and thereby. The execution and
delivery of this Agreement and the Transaction Documents, and the performance by
the Companies of their respective obligations hereunder and thereunder, and the
consummation of the transactions contemplated hereunder and thereunder, have
been duly authorized by the Companies. This Agreement has been duly executed and
delivered by the Companies and constitutes the legal, valid and binding
obligation of the Companies, enforceable against the Companies in accordance
with its terms.

         4.3 Subsidiaries. Other than as set forth in Schedule 4.3 hereto,
neither of the Companies owns or controls (directly or indirectly), or owns or
holds any right to acquire, any stock, partnership interest, joint venture
interest, equity participation or other security or interest in any other
entity, corporation, partnership, trust or any other business association.

         4.4 Organizational Documents. The copies of the Certificate of
Incorporation and By-Laws of each of the Companies, each as heretofore amended,
have been delivered to Buyer and are true, complete and correct. The respective
minute books of the Companies made available to Buyer are true, correct and
complete and contain a complete summary of all meetings of directors and
stockholders since the time of organization of each of the Companies and
accurately reflect all transactions referred to in such minutes in all material
respects, and all material corporate actions and decisions taken by each of the
Companies' boards of directors, stockholders and any committees of the board of
directors or stockholders and contain a true and complete list of all officers
and directors of the Companies.

         4.5 Ownership of Assets. Except as set forth in Schedule 4.5 hereto,
the Companies either own or have the legally enforceable right to use all of the
Assets, free and clear of any Liens. Each Company has full right, power and
authority to sell, transfer, assign, convey and deliver all of the Assets owned
by it and to be sold hereunder and delivery thereof will convey to Buyer good,
absolute and marketable title to said owned Assets, free and clear of any Liens.
Upon delivery to Buyer of the Assets that are owned by the Companies pursuant to
the provisions of this Agreement, Buyer will acquire good, valid and marketable
title to said Assets, free and clear of any and all Liens. The Assets constitute
all assets necessary to conduct the Business as it is conducted on the date
hereof.

         4.6 No Violation. Except as set forth on Schedule 4.6 or Schedule 4.7,
the execution, delivery and performance by each of the Companies of this
Agreement and the Transaction Documents and the consummation of the transactions
contemplated herein and therein do not and will not:

                  (a) conflict with, result in the breach, modification,
         termination or violation of, or loss of any benefit under, constitute a
         default under, accelerate the performance required by, result in or
         give rise to a right to amend or modify the terms of, result in the
         creation of any Lien upon any assets or properties, or in any manner
         release any party thereto from any obligation under, any mortgage,
         note, bond, indenture, contract, agreement, lease, license or other
         instrument or obligation of any kind or nature by which the Companies,
         or any of their respective properties or assets, may be bound or
         affected;

                  (b) conflict with, violate or result in any loss of benefit
         under, any permit, concession, franchise, order, judgment, writ,
         injunction, regulation, statute or decree; or

                  (c) conflict with or violate any provision of the Certificate
         of Incorporation or By-Laws of each of the Companies.

         4.7 No Consent Required. Except as set forth on Schedule 4.7, no
consent, approval, order or authorization of, or declaration, filing or
registration with, any person or governmental authority is required to be made
or obtained by either of the


                                       6
<PAGE>   86
Companies in connection with the authorization, execution, delivery or
performance of this Agreement, the Transaction Documents or the transactions
contemplated hereby and thereby.

         4.8 Financial Statements. CollegeLink Parent has previously provided to
the Buyer consolidated balance sheets and statements of income and cash flows of
CollegeLink Parent as of, and for the fiscal years or periods ended, June 30,
1998, 1999 and 2000 (the "Historical Statements"). Consolidated balance sheets
and statement of income and cash flows of CollegeLink Parent as of and for the
six months ended December 31, 2000 along with a schedule of the accrued payables
as of December 31, 2000 are attached hereto as Schedule 4.8. All such materials,
including the Historical Statements, are sometimes collectively referred to
herein as the "Financial Statements". Each of the Financial Statements is
consistent with the books and records of CollegeLink Parent and in accordance
with the generally accepted accounting principles consistently applied (except
that the unaudited Financial Statements are subject to normal year-end
adjustments and the absence of footnotes) and fairly presents in all material
respects CollegeLink Parent's financial condition, assets, liabilities and
retained earnings as of their respective dates and the statements of income,
stockholders' equity and cash flows for the periods related thereto. The
statements of income included in the Financial Statements do not and will not
contain any material items of special or non-recurring income or other income
not earned in the ordinary course of business except as expressly disclosed in
the footnotes thereof or specified on Schedule 4.8. All amounts billed to any of
the Companies' respective customers and clients reflected on the Financial
Statements are in connection with Business activities and not for any other
business.

         4.9 Absence of Undisclosed Liabilities. As of the date hereof, and with
respect to the Business, neither Company has, and as of the Closing Date,
neither Company will have, any debts, liabilities or obligations of any nature
(whether accrued, absolute, contingent, direct, indirect, perfected, inchoate,
unliquidated or otherwise and whether due or to become due) arising out of
transactions entered into on or prior to the Closing Date, or any transaction,
series of transactions, action or inaction occurring on or prior to the Closing
Date, or any state of facts or condition existing on or prior to the Closing
Date (regardless of when such liability or obligation is asserted), including
but not limited to liabilities or obligations on account of Taxes (as defined in
Section 12.10 below) or governmental charges or penalties, assessments, interest
or fines thereon or in respect thereof, except (a) for liabilities specifically
provided for in the Second Quarter Balance Sheet, (b) for liabilities and
obligations under agreements, contracts, leases or commitments disclosed in this
Agreement or in a Schedule hereto (none of which relates to any breach of
contract, breach of warranty, tort, injury caused to another, infringement,
claim, lawsuit or violation of law), and (c) for liabilities and obligations
arising in the ordinary course of business, consistent in form and amount with
past practice, since December 31, 2000. Except as disclosed on Schedule 4.9,
neither of the Companies is under any obligation, contingent or otherwise, to
refund or rebate any amounts paid or payable to it for services rendered prior
to the date hereof.

         4.10 Compliance with Laws; Permits. With respect to the Business, the
Companies are in compliance with all laws, regulations, rules, ordinances,
orders and other requirements applicable to the operation, conduct or ownership
of its property or business in all material respects. Neither of the Companies
has received notice (written or oral) of the violation or of any claim of
violation of any law, regulation, rule, ordinance, order or other requirement or
Permit (as defined below) applicable to the Business. Each of the Companies
holds all of the permits, licenses, approvals and authorizations of governmental
authorities or third parties (collectively, "Permits") necessary for the conduct
of the Business, except for such Permits which if not obtained would not
individually or in the aggregate have a material adverse effect on the business
results of operations, or financial condition of the Company. All such Permits
are in full force and effect, and, to the extent permitted by law, will be
transferred to Buyer at the Closing; there is no condition, nor has any event
occurred, which constitutes or with the giving of notice or passage of time or
both would constitute a violation of the terms of any Permit and no
cancellation, modification or revocation of any of the Permits is pending or
threatened.

         4.11 Property.

                  (a) Neither of the Companies owns any real property. Each of
         the Companies has good and marketable title or rights as lessee to all
         real, personal, mixed, tangible and intangible property of any kind or
         nature owned or used by such Company in connection with the Business,
         and the Companies own each of the assets shown or reflected or to be
         shown or reflected on the Financial Statements, in each case free and
         clear of all Liens, except for Liens identified on Schedule 4.11(a)
         hereto on the date hereof.

                  (b) All material leases of real and personal property leased
         by the Companies and utilized in its Business are listed on Schedule
         4.11(b), and true, correct and complete copies previously have been
         furnished to Buyer. The Companies enjoy peaceful and undisturbed
         possession under all such leases. Any real property that the Companies
         occupy or lease under such leases is in good condition and repair with
         adequate plumbing, heating and air conditioning and with access to
         public roads and utilities as required for the conduct of its business,
         except for such deficiencies which are not material, individually or in
         the aggregate, in nature or cost. All buildings, machinery, equipment
         and other tangible assets used by the Companies are in fair or good
         operating condition and repair, reasonable wear and tear excepted, are
         usable in the ordinary course of business and are adequate and suitable
         for the uses to which they are being put. None of such items requires
         any repairs or replacement except for


                                       7
<PAGE>   87
         maintenance in the ordinary course of business or such other repairs or
         replacements which are not material, individually or in the aggregate,
         in nature or cost. All such assets and property are located at premises
         leased by the Companies or as otherwise identified on Schedule 4.11(b)
         hereto.

                  (c) The properties and assets reflected in the Second Quarter
         Balance Sheet have in the aggregate a fair market or realizable value
         at least equal to the value thereof as reflected therein.

         4.12 Material Contracts. With respect to the Business, neither of the
Companies has entered into or is bound by any material contract, agreement,
relationship or commitment, written or oral, including without limitation any
obligations for money borrowed or under leases, other than those identified on
Schedule 4.12 hereto (the "Material Contracts"); true, correct and complete
copies of all Material Contracts previously have been furnished to Buyer. Except
as set forth on Schedule 4.12, neither of the Companies is in default, and no
event has occurred which with the giving of notice or the passage of time or
both would constitute a default by either of the Companies under any Material
Contract or any other obligation owed by such Company, except for such defaults
which would not individually or in the aggregate have a material adverse effect
on the business, results of operations, or financial condition of the Companies.
To the knowledge of the Companies, no other party to any Material Contract is in
default, and no event has occurred which with the giving of notice or the
passage of time or both would constitute a default by any other party under any
Material Contract or any other obligation owed by such party, except for such
defaults which would not individually or in the aggregate have a material
adverse effect on the business, results of operations, or financial condition of
the Companies Subject to the Companies' ability to obtain any necessary third
party consents by the Closing, the continuation, validity and effectiveness of
all Material Contracts will in no way be affected by the transactions
contemplated hereby and there are no negotiations pending to revise the terms of
any such Material Contracts. Neither of the Companies is a party to or bound by
any contract, agreement, relationship or commitment, whether or not deemed
material, which in any way restricts or purports to restrict such Company's
ability to acquire any property or assets or conduct business or provide
services to any person or entity anywhere in the world.

         4.13 Intellectual Property. Except as set forth on Schedule 4.13:

                  (a) the Companies own and possess all right, title and
         interest in and to, or have a valid license to use, all of the
         Proprietary Rights (as defined below) necessary for the operation of
         the Business as presently conducted and none of such Proprietary Rights
         have been abandoned;

                  (b) no claim by any third party contesting the validity,
         enforceability, use or ownership of any such Proprietary Rights has
         been made, is currently outstanding or, to the knowledge of the
         Companies, is threatened, and the Companies are not aware of any
         reasonable basis for any such claim;

                  (c) neither the Companies nor any registered agent thereof has
         received any notice of, nor is either Company aware of any reasonable
         basis for an allegation of, any infringement or misappropriation by, or
         conflict with, any third party with respect to such Proprietary Rights,
         nor have the Companies or any registered agent thereof received any
         claim of infringement or misappropriation of or other conflict with any
         Proprietary Rights of any third party;

                  (d) to the knowledge of the Companies, the Companies have not
         infringed, misappropriated or otherwise violated any Proprietary Rights
         of any third parties, and the Companies are not aware of any
         infringement, misappropriation or conflict which will occur as a result
         of the continued operation of the Companies as presently operated and
         as contemplated to be operated or as a result of the consummation of
         the transactions contemplated hereby; and

                  (e) all personnel, including without limitation employees,
         agents, consultants and contractors, who have contributed to or
         participated in the creation and/or development of all or any part of
         the Proprietary Rights which are not licensed to the Companies from a
         third party either (1) have been party to a "work-for-hire" arrangement
         or agreement with the Companies in accordance with applicable federal
         and state law, that has accorded the Companies full, effective,
         exclusive, and original ownership of all tangible and intangible
         property thereby arising, or (2) have executed appropriate instruments
         of assignment in favor of either of the Companies as assignee that have
         conveyed to such Company full, effective and exclusive ownership of all
         tangible and intangible property thereby arising.

         As used herein, the term "Proprietary Rights" means all proprietary
information of the Companies pertaining to the Business, including all patents,
patent applications, patent disclosures and inventions (whether or not
patentable and whether or not reduced to practice), all trademarks, service
marks, trade dress, trade names, corporate names, domain names, copyrights, all
trade secrets, confidential information, ideas, formulae, compositions,
know-how, processes and techniques, drawings, specifications, designs, logos,
plans, improvements, proposals, technical and computer data, documentation and
software, financial, business and marketing plans, and


                                       8
<PAGE>   88
related information and all other proprietary, industrial or intellectual
property rights relating to the Business, including but not limited to those
proprietary, industrial or intellectual property rights found at the Companies'
web sites listed on Schedule 1.1(h).

         The consummation of the transactions contemplated by this Agreement and
the Transaction Documents will result in the transfer to the Buyer of each
Company's right, title and interest in and to the Proprietary Rights. To the
extent that registration of any Proprietary Right is useful or required by law,
such Proprietary Right has been duly and validly registered or filed, and any
fees that are necessary to maintain in force any Proprietary Rights or
registrations thereof have been paid. Schedule 1.1(h) sets forth a list and
description of the copyrights, trademarks, service marks, trade dress and trade
names used or held by the Companies and, where appropriate, the date, serial or
registration number, and place of any registration thereof.

         4.14 Accounts Receivable. Schedule 4.14 is a true, correct and complete
listing and aging of the Companies' Accounts Receivable (as defined in Section
1.1(d)) related to the Business, as of December 31, 2000 determined in
accordance with generally accepted accounting principles consistently applied
and which Schedule is prepared on a basis that is consistent with the
presentation in the Financial Statements and sets forth the standard billing
practices of the Companies. All of such Accounts Receivable have arisen in bona
fide arm's length transactions in the ordinary course of business and are valid
and binding obligations of the account debtors. Such Accounts Receivable are not
subject to counterclaims or set-offs and are generally collectible in full in
the ordinary course of business within 120 days of the relevant invoice date,
except to the extent that reserves for doubtful accounts have been established
by the Companies and set forth on Schedule 4.14 and which reserves have been
adequately reflected on, and are consistent with the presentation in, the
Financial Statements attached hereto on the date hereof. Promptly after the
Closing Date but in no event later than thirty (30) days thereafter, the
Companies will deliver to Buyer a true, correct and complete listing and aging
of the Companies' accounts receivable related to the Business as of the day
immediately preceding the Closing Date, which listing will be determined in
accordance with generally accepted accounting principles and will be consistent
with the presentation in the Financial Statements (the "Closing Date
Receivables"). As of the Closing Date, the Closing Date Receivables have arisen
in bona fide arm's length transactions in the ordinary course of business and
are valid and binding obligations of the account debtors. Such accounts
receivables will not be subject to counterclaims or set-offs and will be
collectible in full in the ordinary course of business within 120 days of the
relevant invoice date, except to the extent that reserves for doubtful accounts
are established by the Companies and are set forth on Schedule 4.14 to be
delivered after the Closing in accordance with this Section 4.14. The reserves
for doubtful accounts established by the Companies and reflected or to be
reflected on Schedule 4.14 or on the Financial Statements have been or shall be
determined in accordance with generally accepted accounting principles.

         4.15 No Pre-billings or Prepayments. With respect to the Business,
except as set forth on Schedule 4.15, neither of the Companies has billed and
will not bill, and neither of the Companies has received any payments (in the
form of retainers or otherwise) from, any of its customers or potential
customers for services to be rendered or for expenses to be incurred subsequent
to the Closing Date.

         4.16 Employee Benefit Plans. Except as set forth on Schedule 4.16,
neither of the Companies nor any Plan Affiliate (as defined in Section 12.10
below) has maintained, sponsored, adopted, made contributions to or obligated
itself to make contributions to or to pay any benefits or grant rights under or
with respect to or made any commitments to create any "Employee Pension Plan"
(as defined in Section 3(2) of ERISA (as defined in Section 12.10 below)),
"Employee Welfare Benefit Plan" (as defined in Section 3(1) of ERISA),
"Multi-employer Plan" (as defined in Section 3(37) of ERISA), "Employee Benefit
Plan" (as defined in Section 3(3) of ERISA), plan of deferred compensation,
medical plan, life insurance plan, long-term disability plan, dental plan or
other plan providing for the welfare of any of the Companies' or any Plan
Affiliate's employees or former employees or beneficiaries thereof, personnel
policy (including but not limited to vacation time, holiday pay, bonus programs,
moving expense reimbursement programs and sick leave), excess benefit plan,
bonus or incentive plan (including but not limited to stock options, restricted
stock, phantom stock, stock bonus and deferred bonus plans), salary reduction
agreement, change-of-control agreement, golden parachute, employment agreement,
consulting agreement or any other benefit, program or contract (collectively,
"Employee Benefit Plans"), whether or not written or pursuant to a collective
bargaining agreement, which has been in effect at any time since January 1, 1996
or which could give rise to or result in the Companies or Buyer having any debt,
liability, claim or obligation of any kind or nature, whether accrued, absolute,
contingent, direct, indirect, known or unknown, perfected or inchoate or
otherwise and whether or not due or to become due. True, correct and complete
copies of all Employee Benefit Plans previously have been furnished to Buyer
along with all applicable summary plan descriptions, material employee
communications, the annual reports for the two most recent years, the manual and
periodic accounting of plan assets, most recent determination letter of the IRS,
the most recent actuarial valuation relating thereto and the last PBGC-1. The
Employee Benefit Plans (which, for purposes of this sentence and notwithstanding
the reference to January 1, 1996 above, include any such plan maintained,
sponsored, adopted, contributed to or obligated to by the Companies or any Plan
Affiliate within the last six years) have been maintained in all material
respects in compliance with governing documents and agreements and with
applicable laws, regulations, rules, ordinances, orders and other requirement of
law. The Companies, the Plan Affiliates, the Employee Benefit Plans and any
related trusts have fulfilled all applicable obligations under the minimum
funding standards of ERISA and the Code (as defined in Section 12.10 below),
have not incurred any liability under Title IV of ERISA to the Pension Benefit
Guaranty Corporation ("PBGC") or otherwise (except for payment of PBGC premiums
which have been paid), and have not incurred any "accumulated funding
deficiency" (as defined in Section 302 of


                                       9
<PAGE>   89
ERISA) as of the last day of the most recently ended plan year of such Employee
Benefit Plan. No Employee Benefit Plan or trust created thereunder has been
terminated, and there have been no "reportable events" (as such term is defined
in Section 4043 of ERISA), with respect thereto which will or could result in
the termination of such plan or give rise to a liability to the Companies or
Buyer. The present value of all benefits, determined as of the most recent
valuation date for such benefits, vested under each Plan (as defined in ERISA)
does not exceed the value of the assets of such Plan allocable to such vested
benefits, determined as of such date. None of the Employee Benefits Plans is a
"Multi-employer Plan" within the meaning of Section 3(37) of ERISA and neither
the Companies nor any Plan Affiliate contributes to or has an obligation to
contribute to, or has within the last six years contributed to or had an
obligation to contribute to, a Multi-employer Plan. Each Employee Benefit Plan
which is intended to be a tax qualified plan under Section 401(a) of the Code
has been determined to be "qualified" within the meaning of such section by the
Internal Revenue Service. All voluntary employee benefit associations have been
submitted to and approved as exempt from federal income tax under Section
501(c)(9) of the Code by the Internal Revenue Service. There has occurred no
transaction prohibited by Section 406 of ERISA or which constitutes a
"prohibited transaction" under Section 4975(c) of the Code and with respect to
which a prohibited transaction exemption is not currently in effect. The
consummation of the transactions contemplated by this Agreement and the
Transaction Documents will not (either alone or in conjunction with another
event, such as termination of employment or other services) entitle any employee
or other person to receive severance or other compensation which would not
otherwise be payable absent the consummation of the transactions contemplated by
this Agreement and the Transaction Documents or cause the acceleration of the
time of payment or vesting of any award or entitlement under any Employee
Benefit Plan. Each Employee Benefit Plan may be unilaterally terminated and/or
amended by the Companies at any time without damage or penalty.

         4.17 Salaries. Schedule 4.17 contains a true, complete and correct list
setting forth (i) the names, job descriptions/titles, current compensation rate
(including but not limited to salary, commission, automobile or insurance
payments, and bonus compensation), date of hire, vacation accrual rate and
accrued vacation time of all individuals presently employed by the Companies in
the Business (the "Employees"), and indicating whether they are employed on a
salaried, hourly or piecework basis, and (ii) the names and total annual
compensation for all independent contractors who render services on a regular
basis to the Companies with respect to the Business whose current annual
compensation is or is expected to be in excess of $20,000. Except as set forth
on Schedule 4.17 there has been no increase in the compensation of foregoing
individuals or independent contractors since December 31, 2000. Except as set
forth in Schedule 4.17, there has not been any promise to the employees listed
on Schedule 4.17 orally or in writing of any bonus or increase in compensation,
whether or not legally binding, except for increases in the ordinary course of
business consistent with the Companies' past compensation practices and except
for obligations incurred under existing bonus, insurance, pension or other
Employee Benefit Plans described on Schedules 4.16 or 4.17. Neither of the
Companies has made any prepayments of salaries, bonuses or any other amounts due
to any of its Employees or former employees employed in connection with the
Business. All obligations to Employees, whether for salaries, commissions,
bonuses, vacation or otherwise, which are required to be accrued on the
Financial Statements in accordance with generally accepted accounting principles
consistently applied have been accrued on the Financial Statements in accordance
with generally accepted accounting principles consistently applied.

         4.18 Personnel Agreements, Plans and Arrangements. Except as listed on
Schedules 4.16, 4.17 or 4.18, neither of the Companies is a party to or
obligated with respect to any (a) outstanding contracts with current or former
employees, agents, consultants, advisers, salesmen, sales representatives,
distributors, sales agents, independent contractors, or dealers related to the
Business, or (b) collective bargaining agreements or contracts with any labor or
trade union, employee bargaining agency or other representative of the Employees
or any employee benefits provided for by any such agreement, and true, correct
and complete copies of the contracts listed on Schedules 4.16, 4.17 and 4.18
have been furnished to Buyer. No strike, picketing, slow-down, work stoppage,
lock-out, union organizational activity, allegation, charge or complaint of
employment discrimination, unfair labor practice or other similar occurrence has
occurred or is pending or, to the knowledge of either of the Companies, is
threatened against either of the Companies nor does either Company know of any
basis for any such allegation, charge, or complaint. With respect to the
Employees, the Companies have complied in all material respects with all
applicable laws relating to the employment of labor, including but not limited
to provisions thereof relating to wages, hours, vacation pay, equal opportunity,
collective bargaining and the payment, deduction and remittance of all amounts
required to be deducted and/or remitted in respect of wages and salaries and of
other Taxes and such deductions are consistent with past practices and in
accordance with generally accepted accounting principles consistently applied
and consistent with the Financial Statements and either remitted same to the
legally constituted authorities entitled to receive payment thereof or has
reserved for same in its accounts and an amount of cash equal to the amount of
such reserve has been set aside for payment thereof. Neither Company is liable
for any arrears of wages or any taxes or penalties with respect to the
foregoing. With respect to the Business and the Employees, except as set forth
in Schedule 4.18, the Companies have not entered into and are not obligated to
enter into any agreement relating to the payment of vacation pay to any
Employee, and neither of the Companies has any obligation to any Employees to
provide them with pay for vacation time other than as required by generally
applicable provisions of law. Neither of the Companies has received notice from
any Employee of the Companies that any such Employee is terminating his or her
employment with such Company, nor to the best knowledge of the Companies does
any Employee intend to terminate his or her employment with the Companies as a
result of the transactions contemplated hereby. There are no administrative
charges or court complaints pending or, to the knowledge of the Companies,
threatened against the Companies concerning alleged employment discrimination or
any other matters relating to the employment of labor. To the knowledge of the
Companies, no trade union, counsel of trade unions, employee bargaining agency
or affiliated bargaining agent (i) holds bargaining


                                       10
<PAGE>   90
rights with respect to any of the Companies' Employees by way of certification,
interim certification, voluntary recognition, designation or successor right,
(ii) has applied to be certified as the bargaining agent of the Companies'
Employees, or (iii) has applied to have the Companies declared a related
employer pursuant to the provision of applicable law. Except as set forth in
Schedule 4.24, the Companies are not aware of any claim, injunction, fact, event
or condition which could reasonably give rise to a material claim by any
Employee or former employee employed in connection with the Business (including
dependents and spouses thereof and other individuals covered thereunder) under
any workers compensation laws, regulations, requirements or programs or for
other medical costs and expenses.

         4.19 Customers. Schedule 4.19 is a complete list by dollar volume of
billings (from July 1 1999 through December 31, 2000) to the ten (10) largest
customers of the Business. Except as set forth on Schedule 4.19, since December
31, 2000, none of the customers for whom either of the Companies has provided
services related to the Business, whether or not such customers are one of the
ten (10) largest customers of the Business, has canceled or otherwise
terminated, or, to the knowledge of either of the Companies, threatened to
cancel or otherwise terminate, its relationship with the Companies or materially
reduced, or to the knowledge of the Companies, threatened to materially reduce,
its business with the Companies. Neither of the Companies has received any
notice and has no knowledge or reason to believe that any customer of the
Business intends to cancel or otherwise modify its relationship with the
Companies on account of the transactions contemplated hereby or otherwise.

         4.20 Interest of the Companies in Customers, etc. Except as set forth
on Schedule 4.20, neither of the Companies nor its respective Affiliates has any
direct or indirect ownership interest in any competitor, supplier or customer of
the Business or in any person from whom or to whom the Companies lease any real
or personal property used in connection with the Business.

         4.21 Books and Records. All the books, records and accounts of the
Companies related to the Business are in all material respects accurate and
complete, accurately reflect all matters normally entered into the books,
records or accounts maintained by similar businesses, are in all material
respects in accordance with all laws, regulations and rules applicable to the
Companies and accurately present and reflect in all material respects all of the
transactions described therein. The Companies have accounting controls
sufficient to ensure that its transactions are (i) in all material respects
executed in accordance with its management's general or specific authorization
and (ii) recorded in conformity with generally accepted accounting principles.

         4.22 Insurance Policies. Schedule 4.22 is a correct and complete list
and description, including policy numbers, of all insurance policies owned or
held by the Companies in connection with the Business and the Assets or
otherwise covering the Business, its Employees or Assets. Such policies are in
full force and effect, and the Companies are not in default under any of them.
Such insurance is of the kind and in the amount not less than customarily
obtained by corporations or other entities of established reputation engaged in
the same or similar business and similarly situated. The Companies have not
received any notice of non-renewal, cancellation or intent to cancel, not renew
or increase premiums or deductibles with respect to such insurance policies nor,
to the knowledge of the Companies, is there any basis for any such action.
Schedule 4.22 also contains a list of all pending claims with any insurance
company (other than health, medical and dental insurance claims of Employees)
and any instances within the previous three years of a denial of coverage of the
Companies by any insurance company.

         4.23 Taxes. Except as set forth on Schedule 4.23:

                  (a) The Companies have properly prepared and duly and timely
         filed with the appropriate taxing authorities all Tax Returns (as
         defined in Section 12.10 below) that are required to have been filed
         for, by, on behalf of or with regard to the Companies, and their
         respective assets, operations and businesses, and such returns are
         true, correct and complete and reflect all liabilities for Taxes for
         the periods covered thereby.

                  (b) All Taxes due and payable by or with respect to the
         Companies for all periods through the Closing Date have been or will be
         fully and timely paid when due, and adequate reserves or accruals for
         Taxes have been provided in the books and records of the Companies,
         which reserves are reflected in the books and records of the Companies
         in accordance with generally accepted accounting principles with
         respect to any period for which Tax Returns have not yet been filed or
         for which Taxes are not yet due and payable.

                  (c) Each of the Companies has complied in all material
         respects with all applicable laws, rules and regulations relating to
         the payment and withholding of Taxes and has duly and timely withheld
         from employee salaries, wages and other compensation and has paid over
         to the appropriate taxing authorities all amounts required to be so
         withheld and paid over for all periods under all applicable laws.

                  (d) Any deficiencies proposed as a result of any governmental
         audits of such Tax Returns have been paid or settled, and there are no
         present disputes as to Taxes payable by the either of the Companies. To
         the knowledge of the Companies, there is no audit, investigation, or
         proceeding pending or threatened against either of the Companies by any


                                       11
<PAGE>   91
         governmental agency in connection with Taxes; nor, to the knowledge of
         either of the Companies, is there any reasonable basis for any such
         audit, investigation or proceeding.

                  (e) Neither of the Companies has made any consent under
         Section 341 of the Code with respect to any of the Assets.

         4.24 Litigation. Except as set forth on Schedule 4.24, there is no
claim, counter-claim, action, suit, order, proceeding or investigation pending
or, to the knowledge of the Companies threatened against or involving either of
the Companies relating to the Business or the Assets (or pending or , to the
knowledge of either of the Companies, threatened against or involving any of the
officers, directors or key employees of the Companies with respect to the
Business) before any court, agency, regulatory, administrative or other
governmental body or officer or before any arbitrator; nor, to the knowledge of
either Company, is there any reasonable basis for any such claim, action, suit,
proceeding or governmental, administrative or regulatory investigation. The
Companies are not directly subject to or affected by any order, judgment, decree
or ruling of any court or governmental agency with respect to the Business or
the Assets. Neither of the Companies has received any written opinion or
memorandum of legal advice from legal counsel to the effect that it is exposed
to any liability which may be material to the Business or the Assets. Neither of
the Companies is engaged in any legal action to recover monies due to it with
respect to the Business or for damages sustained by it with respect to the
Business. Any claim, counterclaim, action, suit, order, proceeding or
investigation pending against either of the Companies with respect to the
Business or the Assets during the last three (3) years is described in Schedule
4.24 and, except as set forth in Schedule 4.24, has been settled in full with a
full release of all claims against such Company and with a dismissal with
prejudice by the court or governmental, administrative or regulatory agency,
body or officer, and no further payment is due.

         4.25 Environmental and Safety Requirements. With respect to the
Business, the Companies are in compliance in all material respects with all
applicable Environmental and Safety Requirements (as defined below), and the
Companies possess all required permits, licenses and certificates necessary in
connection with the Business, and has filed all notices or applications,
required thereby, except for such permits and laws which if not obtained or
complied with which would not individually or in the aggregate have a material
adverse effect on the business, results of operations, or financial condition of
the Companies. Neither of the Companies has received any notice or other
communication from any party with respect to the Companies' failure to comply
with Environmental and Safety Requirements. For purposes of this Agreement,
"Environmental and Safety Requirements" means all federal, state, foreign and
local laws, bylaws, rules, regulations, ordinances, decrees, orders, statutes,
actions, guidelines, standards, arrangements, injunctions, policies and
requirements relating to public health and safety, worker health and safety,
pollution and protection of the environment (including without limitation the
handling of any polluted, toxic or hazardous materials), all as amended or
hereafter amended. Neither of the Companies has, nor are their respective
properties subject to, nor are there any facts or circumstances which the
Companies reasonably believe could form the basis for, any liability, contingent
or otherwise arising out of any Environmental and Safety Requirements.

         4.26 Conduct of the Business. Except as set forth on Schedule 4.26,
since December 31, 2000, the Companies have conducted the Business only in the
ordinary course consistent with past custom and practice, and, except for
certain loans from TMP have incurred no liabilities or obligations whatsoever
other than in the ordinary course of business consistent with past custom and
practice and there has been no material adverse change in the assets, financial
condition, results of operations, employee or customer relations, business
activities of the Companies nor does either of the Companies know of any such
change which is threatened, nor has there been any damage, destruction or loss
materially adversely affecting any of the assets, or the financial condition,
results of operations, or activities of the Business, whether or not covered by
insurance. Without limitation of the foregoing and except as set forth on
Schedule 4.26, since December 31, 2000, the Companies have not:

                  (a) voluntarily or involuntarily sold, transferred, abandoned,
         surrendered, subjected to a Lien or otherwise disposed of any assets or
         property rights of the Business except in the ordinary course of
         business consistent with past custom or practice;

                  (b) changed any accounting principles, methods or practices
         utilized by it in connection with the Business or changed any of its
         depreciation rates or amortization policies or rates to the extent that
         such changes may affect the Business;

                  (c) made any loan or advance to any party in connection with
         the Business in excess of $5,000;

                  (d) issued, redeemed or purchased any capital stock, bond or
         other corporate security or declared or made any payment or
         distribution on or with respect to its capital stock;

                  (e) incurred debt, liabilities, or obligations of any nature
         in connection with or relating to the Business, whether accrued,
         absolute, contingent, direct, indirect, perfected or otherwise and
         whether due or to become due except current liabilities incurred and
         liabilities under contracts entered into in the ordinary course of
         business consistent with past custom and practice;


                                       12
<PAGE>   92
                  (f) increased the compensation payable to any of the officers,
         employees or agents of the Business;

                  (g) paid any amounts to or for the benefit of any of the
         stockholders;

                  (h) waived any rights of substantial value in connection with
         the Business; or

                  (i) entered into any other material transaction, or committed
         to any of the foregoing to the extent that such transaction or
         commitment affects the Business.

         4.27 Brokers. Neither of the Companies has incurred any obligation or
liability, contingent or otherwise, for brokers' or finders' fees or commissions
in connection with the transactions contemplated by this Agreement or the
Transaction Documents.

         4.28 No Illegal or Improper Transactions. Neither the Companies nor any
of their respective directors, officers or employees has, directly or
indirectly, used funds or other assets related to the Business, or made any
promise or undertaking in such regard, for (a) illegal contributions, gifts,
entertainment or other expenses relating to political activity; (b) illegal
payments to or for the benefit of governmental officials or employees, whether
domestic or foreign; (c) illegal payments to or for the benefit of any person,
firm, corporation or other entity, or any director, officer, employee, agent or
representative thereof; or (d) the establishment or maintenance of a secret or
unrecorded fund; and there have been no false or fictitious entries made in the
books or records of the Companies relating to the Business.

         4.29 Proxy Statement. The Proxy Statement contemplated by Section 9.1
hereof will not contain any untrue statement of material fact or omit to state
any material fact necessary to make the statements made therein, in the light of
the circumstances in which they were made, not misleading; provided, however,
that CollegeLink Parent makes no representation or warranty with respect to
statements or omissions in the material provided by Buyer for use in the Proxy
Statement.

         4.30 Regulatory Matters. CollegeLink Parent is not an "investment
company" as defined in Section 3(a) of the Investment Company Act of 1940, as
amended (the "Investment Company Act") and after the consummation of this
transaction, will not be an "investment company" as defined in the Investment
Company Act.

         5. REPRESENTATIONS AND WARRANTIES OF BUYER

                  As an inducement to the Companies to enter into and perform
their respective obligations under this Agreement, Buyer hereby represents and
warrants to the Companies as follows:

         5.1 Organization and Good Standing; Power. Buyer is a corporation duly
organized, validly existing and in good standing under the laws of the state of
Delaware and has full power and authority to execute and deliver this Agreement
and the Transaction Documents, to perform its obligations hereunder and
thereunder and to consummate the transactions contemplated hereby and thereby.

         5.2 Authorization. The execution and delivery of this Agreement and the
Transaction Documents, and the performance by Buyer of its obligations hereunder
and thereunder, and the consummation of the transactions contemplated hereby and
thereby have been duly authorized by Buyer. This Agreement and the Transaction
Documents has been duly executed and delivered by Buyer and constitutes the
legal, valid and binding obligations of Buyer, enforceable against Buyer in
accordance with their respective terms, except as the enforcement thereof may be
limited by bankruptcy and other laws of general application relating to
creditors' rights or general principles of equity.

         5.3 No Violation. The execution, delivery and performance by Buyer of
this Agreement and the Transaction Documents and the consummation of the
transactions contemplated herein and therein do not and will not:

                  (a) conflict with, result in the breach, modification,
         termination or violation of, or loss of any benefit under, constitute a
         default under, accelerate the performance required by, result in or
         give rise to a right to amend or modify the terms of, result in the
         creation of any Lien upon any assets or properties of Buyer pursuant
         to, or in any manner release any party thereto from, any obligation
         under, any mortgage, note, bond, indenture, contract, agreement, lease,
         license or other instrument or obligation of any kind or nature by
         which Buyer or any of its properties or assets may be bound or
         affected;

                  (b) conflict with, violate or result in any loss of benefit
         under, any permit, concession, franchise, order, judgment, writ,
         injunction, regulation, statute or decree; or


                                       13
<PAGE>   93
                  (c) conflict with or violate any provision of the certificate
         of incorporation or bylaws, each as heretofore amended, of Buyer.

         5.4 No Consent Required. No consent, approval, order or authorization
of, or declaration, filing or registration with, any person or governmental
authority is required to be made or obtained by Buyer in connection with the
authorization, execution, delivery or performance of this Agreement, the
Transaction Documents or the transactions contemplated hereby.

         5.5 [Reserved].

         5.6 Proxy Statement. The information provided by Buyer for use in the
Proxy Statement contemplated in Section 9.1 hereof, will not contain any untrue
statement of material fact or omit to state any material fact necessary to make
the statements made therein, in the light of the circumstances in which they
were made, not misleading.

         6. BULK SALES

         6.1 Compliance with Bulk Transfer Laws. The Companies shall discharge
all of their respective liabilities other than the Assumed Liabilities,
including those owed to affiliated persons or entities, in a timely manner so
that Buyer will not have any liability to any creditor of the Companies arising
under Article 6 ("Bulk Transfer Article") of the Uniform Commercial Code as in
effect in the State of Rhode Island to the extent, if any, that the Bulk
Transfer Act applies to this transaction.

         7. CONDITIONS PRECEDENT TO THE CLOSING

         7.1 Conditions Precedent to Obligations of Buyer. The obligations of
Buyer under this Agreement to consummate the transactions contemplated hereby
will be subject to the satisfaction, at or prior to the Closing, of all of the
following conditions, any one or more of which may be waived at the option of
Buyer:

                  (a) No Breach of Covenants; True and Correct Representations
         and Warranties. The covenants herein to be performed by the Companies
         in whole or in part prior to the Closing shall have been performed by
         the Companies in all material respects, and the representations and
         warranties of the Companies contained in this Agreement shall be true
         and correct in all material respects as of the Closing, except to the
         extent that any representation or warranty is qualified by materiality,
         then it shall be true and correct in all respects as of the Closing.
         Buyer shall receive at the Closing a certificate dated and validly
         executed on behalf of the Companies certifying, in such detail as Buyer
         may reasonably require, the fulfillment of the foregoing conditions,
         and confirming as of the Closing all of the covenants, representations
         and warranties of the Companies contained in this Agreement, specifying
         in detail the extent of any breaches thereof.

                  (b) Delivery of Documents. Buyer shall have received all
         documents and other items to be delivered under Section 8.2.

                  (c) No Legal Obstruction. No suit, action or proceeding not
         disclosed in the Schedules to this Agreement by any person, entity or
         governmental agency shall be pending or threatened in writing, which if
         determined adverse to the Companies or Buyer's interests, would have a
         material adverse effect upon (i) the properties, assets, condition
         (financial or otherwise), operating results, employee, customer or
         supplier relations, or business activities of the Companies, (ii) Buyer
         or its Affiliates, or (iii) the benefits to Buyer or its Affiliates of
         the transactions contemplated hereby. No petition in bankruptcy shall
         be filed by either of the Companies or against either of the Companies
         by any third party and no proceeding in bankruptcy or any law or
         statute of any jurisdiction relating to the relief of debtors,
         including claims of fraudulent conveyance, shall be commenced by either
         of the Companies or any third party for the relief or readjustment of
         any indebtedness of either of the Companies. No injunction, restraining
         order or order of any nature shall have been issued by or be pending
         before any court of competent jurisdiction or any governmental agency
         challenging the validity or legality of the transactions contemplated
         hereby or restraining or prohibiting the consummation of such
         transactions or compelling Buyer to dispose of or discontinue or
         materially restrict the operations of a significant portion of the
         Business. All material permits, approvals, filings and consents
         required or advisable to be obtained or made, and all waiting periods
         required or contemplated to expire, prior to the consummation of the
         transactions contemplated hereby under applicable federal laws of the
         United States or applicable laws of any state or foreign country having
         jurisdiction over the transactions contemplated hereby shall have been
         obtained, made or expired, as the case may be (all such permits,
         approvals, filings and consents and the lapse of all such waiting
         periods being referred to as the "Requisite Regulatory Approvals"), and
         all such Requisite Regulatory Approvals shall be in full force and
         effect.


                                       14
<PAGE>   94
                  (d) Company Stockholder Approval. The holders of at least a
         majority of CollegeLink Parent's capital stock shall have voted at a
         duly convened meeting of the CollegeLink Parent's stockholders to
         approve this Agreement and the transactions contemplated hereby.

                  (e) Employment Matters. Each of Patrick O'Brien, Brad Baker
         and Steven Pemberton shall have entered into employment agreements with
         Buyer substantially in the form of the employment agreements attached
         hereto as Exhibits B, C and D, respectively, unless otherwise agreed by
         the Buyer, and Gerald Paxton shall have entered into a consulting
         agreement with Buyer in form and substance satisfactory to Buyer,
         unless otherwise agreed by the Buyer.

                  (f) Non-competition Agreements. Each of Richard Fisher and
         Kevin High shall have entered into non-competition and non-solicitation
         agreements substantially in the form of the non-competition and
         non-solicitation agreement attached hereto as Exhibit E.

                  (g) Amendment of Certain Contracts. The contracts listed on
         Schedule 7.1(g) shall have either been (i) amended in the manner set
         forth on Schedule 7.1(g), which amendments shall be subject to the
         approval of the Buyer or (ii) be deemed to be added to Schedule 1.2
         and, having been so added, be deemed to be an Excluded Asset for all
         purposes of this Agreement.

                  (h) Assignments of Domain Names. The domain names
         "www.collegelink.net", "www.makingitcount.com",
         "www.makinghighschoolcount.com" and "www.makingcollegecount.com" shall
         have been assigned to College Link Parent, which assignments shall be
         in form and substance satisfactory to the Buyer.

                  (i) Releases in Effect. Executed copies of releases by each of
         the former stockholders of ECI, Inc., whose names are set forth on
         Schedule 7.1(i) hereto (the "ECI Stockholders"), and by the Companies
         shall have been delivered to Buyer prior to the Closing Date and each
         such release shall be in full force and effect and shall not have been
         rescinded, revoked or otherwise terminated or invalidated.

                  (j) Additional ECI Releases. Release agreements of each of the
         stockholders who are ECI Stockholders, in the form of the release and
         covenant not to sue agreement attached hereto as Exhibit F, dated as of
         the Closing Date, and duly executed by or on behalf of each such
         stockholder ("ECI Releases") shall have been delivered to Buyer.

         7.2 Conditions Precedent to Obligations of the Companies. The
obligations of the Companies under this Agreement to consummate the transactions
contemplated hereby will be subject to the satisfaction, at or prior to the
Closing, of all the following conditions, any one or more of which may be waived
at the option of the Companies:

                  (a) No Breach of Covenants; True and Correct Representations
         and Warranties. The covenants herein to be performed by Buyer in whole
         or in part prior to the Closing shall have been performed by Buyer in
         all material respects, and the representations and warranties of Buyer
         contained in this Agreement shall be true and correct in all material
         respects as of the Closing, except to the extent that any
         representation or warranty is qualified by materiality, then it shall
         be true and correct in all respects as of the Closing. The Companies
         shall receive at the Closing a certificate dated as of the Closing and
         executed on behalf of Buyer, certifying in such detail as the Companies
         may reasonably require, the fulfillment of the foregoing conditions,
         and confirming as of the Closing all of the covenants, representations
         and warranties of Buyer contained in this Agreement, specifying in
         detail the extent of any breaches thereof.

                  (b) Delivery of Documents. The Companies shall have received
         all documents and other items to be delivered by Buyer under Section
         8.3.

                  (c) No Legal Obstruction. All Requisite Regulatory Approvals
         shall be in full force and effect.

                  (d) Company Stockholder Approval. The holders of at least a
         majority of CollegeLink Parent's capital stock shall have voted at a
         duly convened meeting of the Company's stockholders to approve this
         Agreement and the transactions contemplated hereby.

         8.       CLOSING

         8.1 Closing. The consummation of the transactions that are the subject
of this Agreement shall be closed (the "Closing") at the office of Fulbright &
Jaworski L.L.P., 666 Fifth Avenue, 31st Floor, New York, NY 10103 as soon as
possible after the satisfaction or waiver of the conditions to the parties'
obligations set forth in Section 7 hereof (other than the delivery of the
certificates and opinions


                                       15
<PAGE>   95
contemplated to be delivered at the closing which shall be delivered at the
Closing), whichever is the earlier (subject however, to the provisions of
Section 2.3), or at such other time or place as the parties may mutually agree
(the "Closing Date"). The transactions shall be effective as of the close of
business on the Closing Date.

         8.2 Deliveries by the Companies. At the Closing, the Companies shall
deliver or cause to be delivered to Buyer:

                  (a) Bill of Sale; Assignments and Assumptions. A bill of sale
         and all necessary assignments, transfers and assumptions duly executed
         by each of the Companies;

                  (b) Consents. Copies of all written consents required to be
         obtained by the Companies in connection with the transactions
         contemplated by this Agreement and the Transaction Documents, in form
         and substance reasonably satisfactory to Buyer;

                  (c) Intellectual Property Assignments. Assignments of
         copyrights, trademarks, domain names or any other Proprietary Rights in
         form and substance reasonably acceptable to Buyer;

                  (d) Resolutions. A copy of the resolutions of the board of
         directors and stockholders certified by the secretary of each of the
         Companies as having been duly and validly adopted and in full force and
         effect as of the Closing Date authorizing execution and delivery of
         this Agreement and the Transaction Documents, performance and
         consummation of the transactions contemplated hereby and thereby by the
         Company;

                  (e) Lien Searches. Such lien searches and such other
         instruments showing that there were no financing statements, judgments,
         taxes or other Liens outstanding against the Companies or any of their
         respective assets or properties as of the Closing Date or a date that
         is not more than ten (10) days prior to the Closing Date;

                  (f) Escrow Agreement. The Escrow Agreement among the Buyer,
         the Companies and the Escrow Agent in the form of Exhibit A, duly
         executed by the Companies;


                  (g) Non-competition/Non-Solicitation Agreements.
         Non-competition and non-solicitation agreements, in the form of Exhibit
         E duly executed by Richard Fisher and Kevin High;

                  (h) Employment Agreements. Employment Agreements with Patrick
         O'Brien, Brad Baker and Steven Pemberton substantially in the form of
         Exhibits B, C and D, unless otherwise agreed by the Buyer, in each case
         duly executed by such parties and a Consulting Agreement with Gerald
         Paxton in form and substance satisfactory to Buyer, unless otherwise
         agreed by the Buyer;

                  (i) Certain Amended Contracts. Any amendments to the contracts
         listed on Schedule 7.1(g), as amended in the manner set forth on
         Schedule 7.1(g), and approved by the Buyer, duly executed by both
         parties;

                  (j) Assignment of Apartment Lease. Assignment to the Buyer of
         the lease for the corporate apartment located at 10637 Springfield
         Pike, Unit 1154, Cincinnati, Ohio, duly executed by the parties
         thereto;

                  (k) Release Agreement of ECI Stockholders. ECI Releases from
         all ECI Stockholders, duly executed by or on behalf of each such
         stockholder dated as of the Closing Date;

                  (l) Release Agreement by the Companies. Release agreement of
         each of the Companies, substantially in the form of the release and
         covenant not to sue agreement attached hereto as Exhibit G, dated as of
         the Closing Date, and duly executed by each of the Companies; and

                  (m) Other Documents. Such other documents and instruments as
         Buyer or its counsel reasonably shall deem necessary to consummate the
         transactions contemplated hereby.

         All documents delivered to Buyer shall be in form and substance
reasonably satisfactory to counsel and accountants for Buyer.

         8.3 Deliveries by Buyer. At the Closing, Buyer will deliver to the
Companies, simultaneously with delivery of the items referred to in Section 8.2
above:


                                       16
<PAGE>   96
                  (a) Purchase Price. The Firm Payment and the Escrow Payment
         shall be paid and/or deposited, as the case may be, in accordance with
         Section 2.1;

                  (b) Other Documents. Such other documents and instruments as
         the Companies, or their counsel reasonably shall deem necessary to
         consummate the transactions contemplated hereby; and

                  (c) Escrow Agreement. The Escrow Agreement duly executed by
         the Buyer.

         All documents delivered to the Companies shall be in form and substance
reasonably satisfactory to counsel and accountants for the Companies.

         9. OTHER AGREEMENTS

         9.1 Stockholder Meeting.

                  (a) CollegeLink Parent shall, as soon as practicable following
         the execution of this Agreement, duly call, give notice of, convene and
         hold a meeting of its stockholders (the "Company Stockholder Meeting")
         for the purpose of approving and adopting this Agreement and the
         transactions contemplated hereby (the "Company Stockholder Approval").
         CollegeLink Parent will, through its board of directors (the "Company
         Board"), recommend to its stockholders that the Company Stockholder
         Approval be given (the "Company Recommendation") and shall not (i)
         withdraw, modify or qualify (or propose to withdraw, modify or qualify)
         in any manner adverse to Buyer such Company Recommendation, or (ii)
         take any action or make any statement in connection with the Company
         Stockholder Meeting inconsistent with such Company Recommendation
         (collectively, a "Change in Company Recommendation"); provided,
         however, any action or statement under clauses (i) or (ii) will not be
         deemed to be a Change in Company Recommendation if such action is taken
         or made in good faith taking into account advice from the Company's
         financial and legal advisers to the effect that the failure to do so
         would be inconsistent with the fiduciary duties of the Company Board
         under Applicable Laws (as defined in Section 12.10 below). Without
         limiting the generality of the foregoing, CollegeLink Parent agrees
         that its obligations pursuant to the first sentence of this Section
         9.1(a) shall not be affected by (i) the commencement, public proposal,
         public disclosure or communication to it of any Alternative Proposal
         (as defined in Section 12.10), or (ii) the withdrawal or modification
         by the Company Board of its approval or recommendation of this
         Agreement or the transactions contemplated hereby.

                  (b) CollegeLink Parent shall, as soon as practicable following
         the execution of this Agreement, prepare and file a preliminary Proxy
         Statement with the Commission and will use its reasonable best efforts
         to respond to any comments of the Commission and to cause the Proxy
         Statement to be mailed to CollegeLink Parent's stockholders as promptly
         as practicable after responding to all such comments to the
         satisfaction of the Commission. CollegeLink Parent will notify Buyer
         promptly of the receipt of any comments from the Commission and of any
         request by the Commission for amendments or supplements to the Proxy
         Statement or for additional information and will supply Buyer with
         copies of all correspondence between CollegeLink Parent or any of its
         representatives, on the one hand, and the Commission, on the other
         hand, with respect to the Proxy Statement or this Agreement or the
         transactions contemplated hereby. If at any time prior to the Company
         Stockholder Meeting there shall occur any event that should be set
         forth in an amendment or supplement to the Proxy Statement, CollegeLink
         Parent will promptly prepare and mail to its stockholders such an
         amendment or supplement. CollegeLink Parent will not mail any Proxy
         Statement, or any amendment or supplement thereto, to which Buyer
         reasonably objects after being afforded the opportunity to review the
         same. Buyer shall cooperate with CollegeLink Parent in the preparation
         of the Proxy Statement and in responding to the comments of the
         Commission, and Buyer shall promptly notify CollegeLink Parent of any
         information supplied by it for inclusion in the Proxy Statement shall
         have become false or misleading, and shall cooperate with CollegeLink
         Parent in disseminating the Proxy Statement as so amended or
         supplemented, to correct any such false or misleading information.

         9.2 Access to Information Concerning Properties and Records. During the
period from the date of this Agreement and continuing until the earlier of the
termination of this Agreement or the Closing Date, upon reasonable notice, the
Companies will afford to the officers, employees, counsel, accountants and other
authorized representatives of Buyer reasonable access during normal business
hours to all its properties, personnel, books and records pertaining to, or
relating to, the Business and furnish promptly to such persons such financial
and operating data and other information concerning the Business and Assets as
such persons will from time to time reasonably request and instruct the
officers, directors, employers, counsel, accountants and financial advisors of
the Companies (including without limitation affording Buyer access to the
independent accountant's work papers) and otherwise fully cooperate with Buyer
in its investigation of the Business and Assets. Buyer will make reasonable
efforts to minimize disruption to the business of the Companies which may result
from the requests for data and information hereunder. All request for access and
information shall be coordinated through senior executives of the Companies or
their designees. Buyer and its authorized representatives shall contact and
communicate with the employees, customers, suppliers and licensors of the
Companies relating to the Business in connection with the transactions



                                       17
<PAGE>   97
contemplated hereby only with the consent of the Companies, which consent shall
not be unreasonably withheld but may be conditioned upon an officer of the
Companies being present. Buyer agrees that it will not, and will cause its
officers, directors, employees, counsel, accountants and other authorized
representatives not to, use any information obtained pursuant to this Section
9.2 for any purpose unrelated to the consummation of the transactions
contemplated by this Agreement. No investigation pursuant to this Section 9.2
will affect any representation or warranty given by the Companies to Buyer
hereunder.

         9.3 Confidentiality. Except as otherwise agreed to in writing by the
party disclosing (or whose Representatives disclosed) the same (a "Disclosing
Party"), and notwithstanding the termination of this Agreement, each other party
(a "Receiving Party") will, and will cause its Affiliates, directors, officers,
employees, agents and controlling Persons (such Affiliates and other Persons
with respect to any Party being collectively referred to as such Party's
"Representatives") to: (i) keep all Confidential Information of the Disclosing
Party confidential and not disclose or reveal any such Confidential Information
to any Person other than those Representatives of the Receiving Party who are
participating in effecting the transactions contemplated hereby or who otherwise
need to know such Confidential Information; (ii) use such Confidential
Information only in connection with consummating the transactions hereby and
enforcing the Receiving Party's rights hereunder; and (iii) not use Confidential
Information in any manner detrimental to the Disclosing Party. In the event that
a Receiving Party is requested pursuant to, or required by, Applicable Laws or
regulation or by legal process to disclose any Confidential Information of the
Disclosing Party, the Receiving Party will provide the Disclosing Party with
prompt notice of such request(s) to enable the Disclosing Party to seek an
appropriate protective order. A Party's obligations hereunder with respect to
Confidential Information that (x) is disclosed to a third party with the
Disclosing Party's written approval; (y) is required to be produced under order
of a court of competent jurisdiction or other similar requirements of a
governmental agency; or (z) is required to be disclosed by Applicable Laws,
will, subject in the cases of clauses (y) and (z) above to the Receiving Party's
compliance with the preceding sentence, cease to the extent of the disclosure so
consented to or required, except to the extent otherwise provided by the terms
of such consent or covered by a protective order. If a Receiving Party uses a
degree of care to prevent disclosure of the Confidential Information that is at
least as great as the care it normally takes to preserve its own information of
a similar nature, it will not be liable for any disclosure that occurs despite
the exercise of that degree of care, and in no event will a Receiving Party be
liable for any indirect, punitive, special or consequential damages unless such
disclosure resulted from its willful misconduct or gross negligence in which
event it will be liable in damages for the Disclosing Party's lost profits
resulting directly and solely from such disclosure. In the event this Agreement
is terminated, each Party will, if so requested by the another Party, promptly
return or destroy all of the Confidential Information of such other party,
including all copies, reproductions, summaries, analyses or extracts thereof or
based thereon in the possession of the Receiving Party or its Representatives;
provided, however, that the Receiving Party will not be required to return or
cause to be returned summaries, analyses or extracts prepared by it or its
Representatives, but will destroy (or cause to be destroyed) the same upon
request of the Disclosing Party.

         For the purposes of this Section 9.3, "Confidential Information" of a
Party means all confidential or proprietary information about such Party that is
furnished by it or its Representatives to another Party or another Party's
Representatives, regardless of the manner in which it is furnished.
"Confidential Information" does not include however, information which (i) has
been or in the future is published or is now or in the future is otherwise in
the public domain through no fault of the Receiving Party or its
Representatives, (ii) was available to the Receiving Party or its
Representatives on a non-confidential basis prior to its disclosure by the
Disclosing Party, as evidenced by its written records, (iii) becomes available
to the Receiving Party or its Representatives on a non-confidential basis from a
Person other than the Disclosing Party or its Representatives who is not
otherwise bound by a confidentiality agreement with the Disclosing Party or its
Representatives, or is not otherwise prohibited from transmitting the
information to the Receiving Party or its Representatives, or (iv) is
independently developed by the Receiving Party or its Representatives through
Persons who have not had, either directly or indirectly, access to or knowledge
of such information.

         9.4 Public Announcements. The Companies and Buyer shall use
commercially reasonably efforts to develop a joint communications plan and each
party hereto shall use reasonable efforts to ensure that all press releases and
other public statements made by it with respect to the transactions contemplated
hereby shall be consistent with such joint communications plan. Unless otherwise
required by Applicable Laws or by obligations pursuant to any listing agreement
with or rules of any securities exchange, the National Association of Securities
Dealers, Inc. or the NASDAQ Stock Market, each party shall use commercially
reasonable efforts to consult with, and use commercially reasonable efforts to
accommodate the comments of the other parties before issuing any press release
or otherwise making any public statement with respect to this Agreement or the
transactions contemplated hereby.

         9.5 Conduct of the Companies' Business Prior to the Closing.

                  (a) During the period commencing on the date hereof and ending
         on the Closing Date, the Companies will not do any of the following
         without the prior written consent of the Buyer:

                           (i) conduct their respective business or take any
                   action in any manner other than in the ordinary and usual
                   course of its business and consistent with past practices;


                                       18
<PAGE>   98
          (ii) declare, set aside, pay or make any dividend or other
     distribution or payment (whether in cash, property or securities) with
     respect to its capital stock or other securities;

          (iii) make any payments to their respective officers or directors
     except in the ordinary and usual course of its business and consistent with
     past practice;

          (iv) terminate or amend any Material Contract or business relationship
     with any customer or seek to do any of the foregoing and will advise Buyer
     of and, if in writing, provide Buyer with a copy of, any notice or
     communication from a customer indicating that such customer wishes to (i)
     terminate or materially amend any Material Contract with either of the
     Companies; or (ii) otherwise terminate or materially modify such customer's
     business relationship with the Companies;

          (v) (A) terminate, modify or change any Material Contract, other than
     in the ordinary course of business; (B) enter into any new employment,
     consulting, agency or commission agreement, make any amendment or
     modification to any existing such agreement or grant any increases in
     compensation, in each case other than (x) in the ordinary course of
     business and consistent with past practice and with or granted to Persons
     who are not executive officers or directors of CollegeLink Parent or any
     Subsidiary on the date hereof, or (y) as provided in Schedule 4.17 with
     respect to retention bonuses due at the Closing, provided that CollegeLink
     Parent may reduce the amount of such bonuses prior to Closing; (C)
     establish, amend or modify any Employee Benefit Plan except to the extent
     required by any applicable laws, the existing terms of any such plan or the
     provisions of this Agreement; (D) secure any of its outstanding unsecured
     indebtedness, provide additional security for any of its outstanding
     secured indebtedness or grant or create any Lien on or with respect to any
     property, assets or rights of the CollegeLink Parent or any Subsidiary; (E)
     pay, discharge or satisfy claims, liabilities or obligations (absolute,
     accrued, contingent or otherwise), other than any payment, discharge or
     satisfaction in the ordinary course of business consistent with past
     practice; (F) cancel any indebtedness or waive any claims or rights, except
     in the ordinary course of business and consistent with past practice; (G)
     make any capital expenditures, except in the ordinary course of business
     and consistent with past practice; (H) make any change in the Company's
     accounting policies or practices other than as required by GAAP; (I)
     accelerate the payment of, or otherwise prepay, any existing outstanding
     indebtedness except in the ordinary course of business consistent with past
     practice; (J) guarantee or otherwise become responsible for any
     indebtedness of any other Person; or (K) enter into or assume any contract,
     agreement, obligation, commitment or arrangement with respect to any of the
     foregoing;

          (vi) incur any indebtedness, except for (A) loans from Buyer or its
     Affiliates and (B) indebtedness incurred in the ordinary course of business
     consistent with past practice in no event in any amount individually or in
     the aggregate in excess of $10,000; or

          (vii) take any action that would cause its representations and
     warranties contained in Article 4 to be untrue in any respect or make any
     changes to the corporate structure of CollegeLink Parent and its
     Subsidiaries (including the structure of the ownership by CollegeLink
     Parent of the direct and indirect interests in its Subsidiaries and of the
     ownership by CollegeLink Parent and its Subsidiaries of their respective
     businesses, properties and assets);

          (viii) settle or compromise any pending or threatened suit, action or
     claim; and

     (b) CollegeLink Parent will promptly advise Buyer orally and in writing of
any change in its Business which would reasonably be likely to have a material
adverse effect on the Companies, and promptly provide to Buyer (or its counsel)
copies of all filings made by the Company with any federal, state, foreign or
supranational governmental entity in connection with this Agreement and the
transactions contemplated hereby.

9.6   No-Shop.

     (a) After the date hereof, and prior to the Closing Date, CollegeLink
Parent will not, directly or indirectly, through any Subsidiary (as defined in
Section 12.10 below), Affiliate, officer, director, employee, agent or
representative or otherwise (i) solicit or initiate the submission of proposals
or offers from any Person relating to any Alternative Proposal; (ii) cooperate
with, or furnish or cause to be furnished any non-public information concerning
the business, properties, or assets of CollegeLink Parent or any of its
Subsidiaries, to any Person in connection with any Alternative Proposal; (iii)
negotiate with any Person with respect to any Alternative Proposal; (iv)
approve, recommend or permit CollegeLink Parent or any Subsidiary to enter into
any agreement or understanding with any Person relating to any Alternative
Proposal; or (v) vote for, execute a written consent (or equivalent instrument)
in favor of, or otherwise approve or enter into any agreements or understandings
with respect to any of the foregoing, provided, however, that this Section
9.6(a) shall not prohibit CollegeLink Parent or the Company Board, to the

                                       19
<PAGE>   99

extent that the Company Board determines in its good faith judgment that the
failure to take such action would be inconsistent with its fiduciary duties to
its stockholders under Applicable Laws, after taking into account the advice of
outside legal counsel, from providing information to, participating in
discussions or negotiating with any third party that delivers an Alternative
Proposal that was not solicited in violation of this Section 9.6(a), subject to
the and provided that CollegeLink Parent shall comply with all of the following:

               (x) In the event that the Company Board decides to entertain an
          Alternative Proposal by taking any of the actions referred to in
          clauses (ii) and (iii), above, the Company shall immediately orally
          notify Buyer to such effect, and shall furnish to Buyer an Alternative
          Proposal Notice in accordance with Section 9.6(d);

               (y) As soon as practicable following the delivery of an
          Alternative Proposal Notice to Buyer, the Company shall either (A)
          cease to entertain the Alternative Proposal, discontinuing discussions
          with respect thereto, and notify Buyer to such effect, or (B) notify
          Buyer that the Company Board has determined that the Alternative
          Proposal is a Superior Proposal and deliver to Buyer the terms and
          conditions thereof (a "Superior Proposal Notice" (as defined in
          Section 12.10 below);

               (z) Within five business days following Buyer's receipt of a
          Superior Proposal Notice, Buyer shall have the right to either (A)
          propose terms alternative to the Superior Proposal, which the Company
          Board shall then consider in accordance with their fiduciary duties,
          and advise Buyer of CollegeLink Parent's acceptance or rejection
          thereof within five business days, or (B) terminate this Agreement
          without any further obligation to the Companies, or (C) notify
          CollegeLink Parent that Buyer elects neither (A) nor (B), in which
          case the other terms of this Section 9.6, including subsection (c),
          shall remain in effect and shall govern.

     In the case of an Alternative Proposal, CollegeLink Parent and Buyer shall
consult in good faith regarding the merits of any Alternative Proposal or
Superior Proposal. In no event shall the Companies make available information to
a Person involving an Alternative Proposal that has not previously been made
available or is not concurrently made available to Buyer.

          (b) Nothing contained in this Agreement shall prevent the Company
     Board from complying with Rule 14e-2 and Rule 14d-9 under the Exchange Act
     with regard to an Alternative Proposal, provided that the Company Board
     shall not recommend that the stockholders of the Company tender their
     shares in connection with a tender offer except to the extent the Company
     Board determines in its good faith judgment that the failure to make such a
     recommendation would be inconsistent with its fiduciary duties to its
     stockholders under Applicable Laws, after taking into account the advice of
     outside legal counsel (it being understood that disclosure by the Company
     of its receipt of an Alternative Proposal and the terms thereof shall not
     alone constitute a withdrawal or modification of such position or an
     approval or recommendation of such Alternative Proposal).

          (c) Notwithstanding the foregoing, at any time before the Closing
     Date, in response to a Superior Proposal which was unsolicited and which
     did not otherwise result from a breach of Section 9.6(a), the Company Board
     may (subject to this sentence), if it determines in good faith after
     consultation with outside legal counsel that the failure to take such
     action would be inconsistent with its fiduciary duties to the Company's
     stockholders under Applicable Laws, terminate this Agreement and
     concurrently with such termination cause the Companies to enter into a
     definitive acquisition agreement with respect to such Superior Proposal
     (the determination of whether a proposal is a Superior Proposal to be made
     after consideration of any alternative terms proposed by Buyer), but only
     (i) at a time that is following Buyer's receipt of the form of such
     definitive agreements containing the material terms and conditions of such
     Superior Proposal and identifying the Person making such Superior Proposal,
     and (ii) after the Company has made payment of the Termination Fee required
     by Section 10.2 below.

          (d) The Companies shall both notify Buyer orally and provide Buyer
     with a written notice promptly (but in no event later than 24 hours) after
     receipt by either of the Companies (or any of its advisors) of any
     Alternative Proposal or of any request (other than in the ordinary course
     of business and not related to an Alternative Proposal) for non-public
     information relating to either of the Companies for access to the
     properties, books or records of either of the Companies by any Person who
     is known to be considering making, or has made, an Alternative Proposal (an
     "Alternative Proposal Notice"). The Alternative Proposal Notice shall
     identify the Person making, and the terms and conditions of, any such
     Alternative Proposal, indication or request. The Companies shall keep Buyer
     fully informed, on a prompt basis (but in any event no later than 24
     hours), of the status and details of any such Alternative Proposal,
     indication or request.

          (e) CollegeLink Parent shall, and shall cause its Subsidiaries and the
     directors, employees and other agents and its Subsidiaries to, cease
     immediately and cause to be terminated all activities, discussions or
     negotiations, if any, with any Persons conducted prior to the date hereof
     with respect to any Alternative Proposal.


                                       20
<PAGE>   100


     9.7 Cooperation After the Closing. Buyer and the Companies will, at any
time, and from time to time, after the Closing Date, execute and deliver such
further instruments of conveyance and transfer and take such additional action
as may be reasonably necessary to effect, consummate, confirm or evidence the
transactions contemplated by this Agreement and the Transaction Documents,
including their best efforts to obtain any of the consents set forth in Schedule
4.7 which, if waived by Buyer at the Closing, were not obtained prior to
Closing. After the Closing, the Companies will provide necessary financial
statements and otherwise facilitate the timely filing by Buyer of all required
public filings in connection with the consummation of the Agreement, including
obtaining all required accountant consents.

     9.8 [Reserved].

     9.9 Buyer to Act as Agent for the Companies. This Agreement shall not
constitute an agreement to assign any contract right included among the Assets
if any attempted assignment of the same without the consent of the other party
thereto would constitute a breach thereof or in any way adversely affect the
rights of the Companies thereunder. If such consent is not obtained or if any
attempted assignment would be ineffective or would adversely affect the
Companies' rights thereunder so that Buyer would not in fact receive all such
rights, then Buyer shall act as the agent for the Companies in order to obtain
for Buyer the benefits thereunder and to assume the liabilities thereunder.
Nothing herein shall be deemed to make Buyer the Companies' agent in respect of
the Excluded Assets and nothing herein shall be deemed to confer authority on
the Buyer to incur debts or obligations on behalf of the Companies.

     9.10 Delivery of Property Received by the Companies or Buyer After Closing.
From and after the Closing, Buyer shall have the right and authority to collect,
for the account of Buyer, all assets which shall be transferred or are intended
to be transferred to Buyer as part of the Assets as provided in this Agreement,
and to endorse with the name of either Company any checks or drafts received on
account of any such assets. Each of the Companies agrees that it will transfer
or deliver to Buyer promptly after the receipt thereof, any cash or other
property which such Company receives after the Closing Date in respect of any
assets transferred or intended to be transferred to Buyer as part of the Assets
under this Agreement. In addition, Buyer agrees that it will transfer or deliver
to the Companies, promptly after receipt thereof, any cash or other property
which Buyer receives after the Closing Date in respect of any assets not
transferred or intended to be transferred to Buyer as part of the Assets under
this Agreement.

     9.11 Buyer Appointed Attorney for the Company. Each of the Companies,
effective at the Closing Date, hereby constitutes and appoints Buyer, and its
successors and assigns, the true and lawful attorney of such Company, in the
name of Buyer or such Company (as Buyer shall determine in its sole discretion)
but for the benefit of Buyer: (i) to institute and prosecute all proceedings
which Buyer may deem proper in order to collect, assert or enforce any claim,
right or title of any kind in or to the Assets as provided for in this
Agreement; (ii) to defend or compromise any and all actions, suits or
proceedings in respect of any of the Assets, and to do all such acts and things
in relation thereto as Buyer shall deem advisable unless the same constitutes a
matter which the Indemnitor has elected to defend as provided in Section 11.4;
and (iii) to take all action which Buyer, its successors or assigns may
reasonably deem proper in order to provide for Buyer, its successors or assigns,
the benefits under any of the Assets where any required consent of another party
to the sale or assignment thereof to Buyer pursuant to this Agreement shall not
have been obtained. Each of the Companies acknowledges that the foregoing powers
are coupled with an interest and shall be irrevocable. Buyer shall be entitled
to retain for its own account any amounts collected pursuant to the foregoing
powers, including any amounts payable as interest in respect thereof. Buyer
agrees to act in good faith in seeking to collect, assert or enforce any claim
against any third party in accordance with this Section 9.11.

     9.12 Allocation of Purchase Price. The Purchase Price shall be allocated as
required by Section 1060 of the Internal Revenue Code of 1986, as amended (the
"Code") and Treasury Regulations promulgated thereunder as follows: (i) book
value shall be allocated to the purchase of the fixed assets and (ii) the
remainder of the Purchase Price shall be allocated to client lists and other
intangibles. The Companies and Buyer shall file all required information and tax
returns (and any amendments thereto) in a manner consistent with such allocation
and comply with the applicable information reporting requirements of Section
1060 of the Code and Treasury Regulations promulgated thereunder. If, contrary
to the intent of the parties hereto as expressed in this Section 9.12, any
taxing authority makes or proposes an allocation different from that agreed upon
pursuant to this Section 9.12 the Companies and Buyer shall cooperate with each
other in good faith to contest such taxing authority's allocation (or proposed
allocation), provided, however, that, after consultation with the party
adversely affected by such allocation (or proposed allocation), the other party
hereto may file such protective claims or returns as may reasonably be acquired
to protect its interests.

     9.13 Name Change. At the Closing, the Companies will change their names to
names that are not confusingly similar to their current names.

     9.14 Hiring of Employees.

          (a) Hiring of Employees. Except for the Employees set forth on
     Schedule 1.2, the Buyer or its Subsidiaries shall interview and, in the
     Buyer's sole determination, make offers of employment, on terms and
     conditions acceptable to Buyer, to

                                       21
<PAGE>   101

     the Employees engaged in the Business as of the Closing (each such
     Employee, an "Offer Employee") to whom Buyer desires to offer employment.
     The time at which the employment by the Buyer or its Subsidiaries of each
     such Offer Employee who is not an Inactive Employee as of the Closing and
     who accepts such offer of employment by reporting to work within ten (10)
     days of the Closing shall become effective (the "Effective Time of
     Employment") shall be as of the Closing Date. For the purposes of this
     Agreement, "Inactive Employee" means an employee who is not actively at
     work due to an approved leave of absence, short term disability leave or
     military leave. The Effective Time of Employment of any such Employee who
     is an Inactive Employee as of the Closing shall be such time (if any)
     within ninety (90) days following the Closing when such Inactive Employee
     returns to active status and reports to work with the Buyer or its
     Subsidiaries. The Buyer or its Subsidiaries shall have no obligation to
     employ any such Inactive Employee who fails to return to active status or
     to report to work with the Buyer or its Subsidiaries within such 90-day
     period. Each Employee who becomes employed by the Buyer or its Subsidiaries
     pursuant to one of the two preceding sentences shall be considered a
     "Transitioned Employee" from and after his or her Effective Time of
     Employment. This Agreement shall not create any third party beneficiary in
     any employee or former employee of the Companies (or any beneficiary or
     dependent thereof) in respect of continued employment with Buyer or its
     Subsidiaries for any specified period of any nature or kind whatsoever and
     shall not be deemed to create any contract between Buyer or any of its
     Subsidiaries and any Employee which interferes with Buyer's and each of its
     Subsidiaries' right to terminate the employment of any such individual at
     any time.

          (b) Employee Benefits. From and after the Closing, the Companies shall
     remain solely responsible for all liabilities relating to or arising in
     connection with (i) the requirements of Section 4980B of the Code to
     provide continuation of health care coverage under any Employee Benefit
     Plan in respect of (A) employees who are not Transitioned Employees, and
     their beneficiaries and dependents, and (B) Transitioned Employees and
     their beneficiaries and dependents arising as a result of qualifying events
     that occur on or before the Transitioned Employee's Effective Time of
     Employment, and (ii) claims for welfare benefits incurred by Transitioned
     Employees and their beneficiaries and dependents before the Transitioned
     Employee's Effective Time of Employment. For purposes of this Agreement,
     the following claims and liabilities shall be deemed to be incurred as
     follows: (i) life, accidental death and dismemberment and business travel
     accident insurance benefits, upon the death, disability or accident giving
     rise to such benefits; (ii) salary continuation or other short-term
     disability benefits, or long-term disability, upon the event or
     commencement of the condition resulting in the disability giving rise to
     such benefit; (iii) hospital-provided health, dental, prescription drug or
     other benefits, which become payable with respect to any hospital
     confinement, upon commencement of such confinement; and (iv) health, dental
     and/or prescription drug benefits, upon provision of such services,
     materials or supplies.

          (c) 401(k) Plan. As of the Closing, each Employee's accrued benefits
     under any Employee Benefit Plan that is an "employee pension plan" within
     the meaning of Section 3(2) of ERISA shall be fully vested and
     non-forfeitable. Following the Closing, the Companies shall allow any
     Transitioned Employee who has an account balance under the CollegeLink
     Parent 401(k) Retirement Savings Plan (the "CollegeLink 401(k) Plan") (each
     such Transitioned Employee, a "Participant") to take distribution of his or
     her account.

9.15 Non-competition.

          (a) Non-competition. Each of the Companies acknowledges that it has
     extensive knowledge and a unique understanding of the Business, has been
     directly involved with the establishment and continued development of its
     customer relations and has had access to all of the proprietary and
     confidential information used in the Business. Each of the Companies
     further acknowledges that if it or any of its Affiliates were to compete
     with Buyer in such Business following the Closing, great harm would come to
     Buyer thereby destroying any value associated with the purchase of the
     Assets. In furtherance of the sale of the Assets to Buyer hereunder by
     virtue of the transactions contemplated hereby and to more effectively
     protect the value of the Assets so sold, each of the Companies covenants
     and agrees that, for a period beginning on the Closing Date and ending on
     the date which is the three years thereafter (the "Term") neither of the
     Companies shall, and the Companies shall cause their respective Affiliates,
     officers, directors (other than Mark Rogers), employees and agents not to,
     directly or indirectly, as agent, consultant, stockholder, director,
     partner or in any other individual or representative capacity, own,
     operate, manage, control, engage in, invest in or participate in any manner
     in, act as a consultant or advisor to, render services for (alone or in
     association with any person, firm, corporation or entity), or otherwise
     assist any person or entity that engages in or owns, invests in, operates,
     manages or controls any venture or enterprise that directly or indirectly
     engages or proposes to engage in the Business anywhere in or into the
     United States, or Canada (the "Territory") and in or into any other country
     in which either of the Companies or any of their Affiliates may from time
     to time prior to the expiration of the Term engage in the Business.
     Notwithstanding the foregoing, nothing contained in this Section 9.15(a)
     shall prohibit the Companies, their respective Affiliates, officers,
     directors (other than Mark Rogers), employees or agents from owning not
     more than an aggregate of one percent (1%) of any class of stock of any
     competing company which is listed on a national securities exchange or
     traded in the over-the-counter market but only if the Companies or their
     respective Affiliates, officers, directors (other than Mark Rogers),
     employees and agents are not involved in the business of said company, and
     if the Companies and their respective associates or affiliates

                                       22
<PAGE>   102

     collectively do not own more than an aggregate of two percent (2%) of the
     stock of such company. Each of the Companies acknowledges that the
     covenants contained in this Article IX are essential conditions for Buyer
     entering into this Agreement without which Buyer would not have entered
     into this Agreement or have paid the consideration payable by it. Each of
     the Companies acknowledge that the restrictions set forth herein are
     reasonable, valid and necessary for the protection of the legitimate
     interest of Buyer and the Business.

          (b) Non-solicitation. Without limiting the provisions of Section
     9.15(a) hereof, and except as otherwise provided or contemplated within
     this Agreement, each of the Companies agree that, during the Term, neither
     of the Companies or their respective Affiliates, officers, directors (other
     than Mark Rogers), employees or agents will, directly or indirectly, as
     employee, agent, consultant, stockholder, director, partner or in any other
     individual or representative capacity (i) solicit any Business from or in
     any way transact or seek to transact any Business with or otherwise seek to
     influence or alter the relationship between the Buyer or any of its
     affiliates with any person or entity to whom the Companies or any of their
     Affiliates provided services or to whom the Companies or any of their
     Affiliates made a presentation at any time during the one-year period
     preceding the Closing, or (ii) employ or solicit for employment or other
     services or otherwise seek to influence or alter the relationship between
     the Buyer or any of its Affiliates of any person who is or was an employee
     of either of the Companies or any of their Affiliates at any time during
     the one-year period preceding the Closing.

          (c) Remedies. Without limiting the right of Buyer to pursue all other
     legal and equitable rights available to it, including without limitation,
     damages for the actual or threatened violation of this Section 9.15 by
     either of the Companies or any of their respective Affiliates, officers,
     employees or agents, it is agreed that other remedies cannot fully
     compensate Buyer for such a violation and that Buyer shall be entitled to
     injunctive relief and/or specific performance to prevent violation or
     continuing violation thereof, without bond and without the necessity of
     showing actual monetary damages. It is the intent and understanding of each
     party hereto that if, in any action before any court or agency legally
     empowered to enforce this Section 9.15, any term, restriction, covenant or
     promise in this Section 9.15 is found to be unreasonable and for that
     reason unenforceable, then such term, restriction, covenant or promise
     shall be deemed modified to the extent necessary to make it enforceable by
     such court or agency.

     10. TERMINATION

     10.1 Termination and Amendment. This Agreement may be terminated and the
transactions contemplated hereby may be abandoned at any time prior to the
Closing Date, notwithstanding any requisite approval and adoption of this
Agreement and the transactions contemplated hereby by the stockholders of
CollegeLink Parent:

          (a) By mutual written consent duly authorized by the Board of
     Directors of Buyer and the Board of Directors of CollegeLink Parent prior
     to the Closing Date;

          (b) By either Buyer or the Companies, if the Closing shall not have
     occurred on or before June 20, 2001 (the "Termination Date"); provided,
     however, that the right to terminate this Agreement under this Section
     10.1(b) shall not be available to any party whose failure to use reasonable
     efforts to fulfill its obligations under this Agreement has been the cause
     of, or resulted in, the failure of the Closing to occur on or before the
     Termination Date;

          (c) By either Buyer or the Companies, if the approval of the
     stockholders of CollegeLink Parent contemplated by this Agreement shall not
     have been obtained by reason of the failure to obtain the required vote at
     a duly held meeting of stockholders or of any adjournment thereof at which
     the vote was taken;

          (d) By Buyer, if CollegeLink Parent shall have (i) failed to make the
     Company Recommendation or effected a Change in Company Recommendation (or
     resolved to take any such action), whether or not permitted hereunder, or
     (ii) breached its obligations under this Agreement by reason of a failure
     to call the Company Stockholder Meeting in accordance with Section 9.1(a)
     or a failure to prepare and mail to its stockholders the Proxy Statement in
     accordance with Section 9.1(b);

          (e) By Buyer, if the Companies shall have materially breached or
     failed to perform any of its representations, warranties, covenants or
     other agreement contained in this Agreement, such that the conditions set
     forth in Section 7.1(a) are not capable of being satisfied on or before the
     Termination Date; or

          (f) By the Companies, if Buyer shall have materially breached or
     failed to perform any of its representations, warranties, covenants or
     other agreement contained in this Agreement, such that the conditions set
     forth in Section 7.2(a) are not capable of being satisfied on or before the
     Termination Date.


                                       23
<PAGE>   103


     10.2 Termination Fee. The Companies shall pay, or cause to be paid, in same
day funds to Buyer $300,000 (the "Termination Fee") upon demand if (i) Buyer
terminates this Agreement pursuant to Section 10.1(d) or Section 10.1(e) based
on a willful breach, or (ii) prior to termination of this Agreement, an
Alternative Proposal shall have been made and within 12 months of such
termination, a transaction constituting an Alternative Proposal is consummated
or the Company enters into an agreement with respect to, approves, recommends or
takes any action to facilitate such proposal. In the event of termination of
this Agreement pursuant to Section 10.1, this Agreement shall forthwith become
void, and there shall be no liability on the part of any party hereto, except as
set forth in and subject to (x) Sections 9.3, and 10.2, (y) the penultimate
sentence of Section 9.2 and Section 12, and nothing herein shall relieve any
party from any liability for breach hereof.

     11. INDEMNIFICATION

     11.1 Survival of Representation and Warranties. All representations and
warranties contained in this Agreement shall survive the Closing and shall
remain in full force and effect for eighteen (18) months from the Closing Date,
except that Sections 4.16, 4.23 and 4.25 shall survive until the expiration of
the applicable statute of limitations, and except that Sections 4.1, 4.2, 4.3
and 4.4 shall survive indefinitely.

     11.2 Indemnification by the Companies. From and after the Closing, each of
the Companies agrees, jointly and severally, to indemnify, defend and save Buyer
and its Affiliates, and each of their respective officers, directors, employees,
agents, Employee Benefit Plans and fiduciaries, plan administrators or other
parties dealing with any such plans (each, an "Indemnified Buyer Party"),
harmless from and against, and to promptly pay to an Indemnified Buyer Party or
reimburse an Indemnified Buyer Party for, any and all liabilities (whether
contingent, fixed or unfixed, liquidated or unliquidated, or otherwise),
obligations, deficiencies, demands, claims, suits, actions, or causes of action,
assessments, losses, costs, expenses, interest, fines, penalties, actual or
punitive damages or costs or expenses of any and all investigations,
proceedings, judgments, environmental analyses, remediations, settlements and
compromises (including reasonable fees and expenses of attorneys, accountants
and other experts incurred by any indemnified party in any action or proceeding
between such indemnified party and the indemnitor or between any indemnified
party and any third party or otherwise) (individually a "Loss" and collectively,
the "Losses") sustained or incurred by any Indemnified Buyer Party relating to,
resulting from, arising out of or otherwise by virtue of (i) any
misrepresentation or breach of a representation or warranty made herein by
either of the Companies, (ii) any non-compliance with or breach by either of the
Companies or any Affiliate of the Companies of any of their respective covenants
or agreements contained in this Agreement or the Transaction Documents to be
performed by either of the Companies, (iii) allegations by a third party that is
not an Indemnified Buyer Party which, if true, would constitute a
misrepresentation or breach of a representation or warranty made herein by the
Companies or non-compliance with or breach by the Companies of any of their
respective covenants or agreements contained in this Agreement by the Companies,
(iv) any claims, suits, actions, complaints, allegations or demands which have
been or may be brought against the Companies, Buyer and its Affiliates and any
of their respective officers, directors, employees or agents arising out of, in
connection with, relating to, or arising out of similar facts and circumstances
as, the Lawsuit (including but not limited to those claims raised in or that
could have been raised in the Lawsuit) and the other litigation set forth on
Schedule 4.24, the ownership by the ECI Stockholders of shares or other equity
interests in CollegeLink Parent or that certain registration agreement among
CollegeLink Parent and the ECI Stockholders dated as of August 10, 1999, (v) any
brokerage or finder's fees or commissions asserted on the basis of any
obligation, statement or representation incurred or made or alleged to have been
incurred or made by the Companies in connection with this Agreement, (vi) any
failure to comply with the laws relating to bulk transfers or fraudulent
conveyances applicable to the transaction contemplated by this Agreement, (vii)
any failure to obtain the consents set forth on Schedule 4.7 hereto, and (viii)
any Excluded Liability. The indemnification obligations of the Companies
hereunder shall exclude any amount which any of the Companies' insurers have
paid to the Buyer in satisfaction of an insured loss.

     11.3 Indemnification by Buyer. From and after the Closing, Buyer agrees to
indemnify, defend and save the Company, and each of their respective officers,
directors, employees, agents, Employee Benefit Plans and fiduciaries, plan
administrators or other parties dealing with such plans (each, an "Indemnified
Seller Party") harmless from and against, and to promptly pay to an Indemnified
Seller Party or reimburse an Indemnified Seller Party for, any and all Losses
sustained or incurred by any Indemnified Seller Party relating to, resulting
from, arising out of or otherwise by virtue of (i) any misrepresentation or
breach of a representation or warranty made herein by Buyer, (ii) any
non-compliance with or breach by Buyer or any Affiliate of Buyer of any of the
covenants or agreements contained in this Agreement or the Transaction Documents
to be performed by Buyer or any of its Affiliates, (iii) any brokerage or
finder's fees or commissions asserted on the basis of any obligation, statement
or representation incurred or made or alleged to have been incurred or made by
Buyer or any of its Affiliates, and (iv) from and after the Closing Date, any
Assumed Liability.

     11.4 Procedure for Indemnification. The following procedure shall apply to
the foregoing agreements to indemnify and hold harmless:

          (a) The party who is seeking indemnification (the "Claimant") shall
     give written notice to the party from whom indemnification is sought (the
     "Indemnitor") promptly after the Claimant learns of the claim or
     proceeding, provided that the

                                       24
<PAGE>   104

     failure to give such notice shall not relieve the Indemnitor of its
     obligations hereunder except to the extent it is actually damaged thereby.
     Notwithstanding the foregoing, notice of any claim based on the breach of a
     representation or warranty must be given within the applicable survival
     period in accordance with Section 11.1.

          (b) With respect to any third-party claims or proceedings as to which
     the Claimant is entitled to indemnification, the Indemnitor shall have the
     right to select and employ counsel of its own choosing to defend against
     any such claim or proceeding, to assume control of the defense of such
     claim or proceeding, and to compromise, settle or otherwise dispose of the
     same, if the Indemnitor deems it advisable to do so, all at the expense of
     the Indemnitor. The parties will fully cooperate in any such action, and
     shall make available to each other any books or records useful for the
     defense of any such claim or proceeding. The Claimant may elect to
     participate in the defense of any such third party claim, and may, at its
     sole expense, retain separate counsel in connection therewith. Subject to
     the foregoing (i) the Claimant shall not settle or compromise any such
     third party claim without the prior written consent of the Indemnitor and
     (ii) the Indemnitor shall not settle or compromise any such third party
     claim without the prior written consent of the Claimant, in each case of
     (i) and (ii) which consent shall not be unreasonably withheld.

     11.5 Limitations on Indemnification Rights. An Indemnitor shall not be
liable for any Loss unless and until the aggregate amount of all Losses exceeds
$75,000 ("Threshold Amount"), in which case such Indemnitor shall be liable for
all Losses on a dollar-for-dollar basis including such Threshold Amount;
provided that, all Losses relating to any and all claims which may arise out of,
relate to, or be connected with the Lawsuit (including but not limited to those
claims raised in or that could have been raised in the Lawsuit), the ownership
by the ECI Stockholders of shares or other equity interests in CollegeLink
Parent, or that certain registration agreement among CollegeLink Parent and the
ECI Stockholders dated as of August 10, 1999, shall not be subject to the
Threshold Amount and shall be payable on a dollar-for-dollar basis beginning
with the amount of the first Loss. The maximum aggregate liability of the
Companies hereunder shall be an amount equal to 45% of the Purchase Price.

     11.6 Sole Remedy for Damages. Subject to the provisions of the next
sentence of this Section 11.5, the indemnification obligations of the parties
set forth in this Section 11 shall constitute the sole and exclusive remedy of
the parties for the recovery of money damages with respect to any and all
matters arising out of this Agreement. Notwithstanding the foregoing, the terms
of this Section 11.5 shall not be construed as limiting in any way whatsoever
any remedy to which any party may be entitled other than the recovery of money
damages, including but not limited to equitable remedies, specific performance,
injunctive relief and rescission.

     11.7 Offset Against Escrow. Any indemnity claim by the Buyer against the
Companies shall be satisfied first from the Escrow Payment held by the Escrow
Agent before any remaining amounts due are paid by the Companies.

     12. MISCELLANEOUS

     12.1 Notices, Consents, etc. Any notices, consents or other communication
required to be sent or given hereunder by any of the parties shall in every case
be in writing and shall be deemed properly served if (a) delivered personally,
(b) delivered by registered or certified mail, in all such cases with first
class postage prepaid, return receipt requested, (c) delivered by courier, at
the addresses as set forth below or at such other addresses as may be furnished
in writing. All such notices and communications shall be deemed received upon
the actual delivery thereof in accordance with the foregoing.

(a)   If to the Companies:          Cytation Corporation
                                    251 Thames Street
                                    P.O. Box 809
                                    Bristol, Rhode Island
                                    02809

(b)   If to the Buyer:              622 Third Avenue
                                    New York, New York
                                    10017

     12.2 Severability. The unenforceability or invalidity of any provision of
this Agreement shall not affect the enforceability or validity of any other
provision which shall remain in full force and effect and be enforceable to the
fullest extent permitted by law.

     12.3 Amendment and Waiver. This Agreement may not be amended orally. The
waiver by any party hereto of a breach of any provision of this Agreement shall
not operate or be construed as a waiver of any other breach.


                                       25
<PAGE>   105


     12.4 Documents. Each party will execute all documents and take such other
actions as any other party may reasonably request in order to consummate the
transactions provided for herein and to accomplish the purposes of this
Agreement.

     12.5 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same agreement.

     12.6 Expenses. The Companies and Buyer shall each pay their respective
costs and expenses incurred or to be incurred in negotiating and preparing this
Agreement and in closing and carrying out the transactions contemplated by this
Agreement and the Transaction Documents, including without limitation all legal,
accounting and banking fees and expenses and fees and expenses relating to the
Financial Statements, Pro Forma Statement, fairness opinion, proxy statement and
proxy solicitation; provided, that any such costs and expenses (but no other
obligations under any agreements related thereto) of the Companies that are not
paid as of the Closing Date shall be deemed an Assumed Liability for all
purposes under this Agreement.

     12.7 Governing Law. This Agreement shall be construed and enforced in
accordance with, and all questions concerning the construction, validity,
interpretation and performance of this Agreement shall be governed by, the laws
of the State of New York without giving effect to provisions thereof regarding
conflicts of law.

     12.8 Headings. The subject headings of Articles and Sections of this
Agreement are included for purposes of convenience only and shall not affect the
construction or interpretation of any of its provisions.

     12.9 Assignment. This Agreement will be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns.
Neither this Agreement nor any of the rights, interests or obligations hereunder
may be assigned or delegated by the Companies in any manner whatsoever, whether
directly or by operation of law or otherwise, without the prior written consent
of Buyer.

     12.10 Definitions. For purposes of this Agreement, the following terms have
the meaning set forth below:

         "Affiliate" shall have the meaning ascribed to that term in Rule 405 of
the Securities Act of 1933, as amended, and shall include each past and present
Affiliate of such person or entity.

         "Alternative Proposal" shall mean any proposal, other than (x) as
contemplated by this Agreement, or (y) proposed by Buyer or its Affiliates, for:
(i) a merger, consolidation, share exchange, reorganization, other business
combination, recapitalization or similar transaction involving CollegeLink
Parent; (ii) the acquisition, directly or indirectly, of an equity interest
representing greater than 15% of the voting securities of CollegeLink Parent,
(iii) the acquisition of a substantial portion of any of the assets of
CollegeLink Parent; or (iv) any similar transaction the effect of which would be
reasonably likely to prohibit, restrict or delay the consummation of the
transactions contemplated by this Agreement, or which would reasonably be
expected to materially dilute the benefits to Buyer of the transactions
contemplated hereby.

         "Applicable Law" with respect to any person or entity, any statute,
law, regulation, ordinance, rule, judgment, rule of common law, order, decree,
award, governmental approval, concession, franchise, grant, license, agreement,
directive, guideline, policy, requirement, or other governmental restriction or
any similar form of decision of, or determination by, or any interpretation or
administration of any of the foregoing by, any governmental authority, whether
in effect as of the date hereof or thereafter, and in each case as amended,
applicable to such person or entity or its subsidiaries or their respective
assets.

         "Code" means the Internal Revenue Code of 1986, as amended.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

         "Liens" means liens, charges, claims, pledges, security interests,
equities and encumbrances of any nature whatsoever, except for (i) liens for
taxes not yet due and payable, (ii) non-consensual liens arising by operation of
law and immaterial, individually and in the aggregate, in amount, and (iii)
liens attached by lessors with respect to leased personal property.

         "Person" shall mean an individual, partnership, corporation, limited
liability company, trust, unincorporated organization, association, or joint
venture or a government, agency, political subdivision, or instrumentality
thereof.

         "Non-Releasing Ownership Percentage" means the percentage obtained by
dividing the number of shares of CollegeLink Parent owned on the Closing Date by
the ECI Stockholders which did not execute the ECI Release divided by 1,012,676,
in each case as adjusted for stock splits and any similar equitable adjustments.


                                       26
<PAGE>   106


         "Ownership Percentage" means the percentage obtained by dividing the
number of shares of CollegeLink Parent owned on the Closing Date by a particular
ECI Stockholder divided by 1,012,676, in each case as adjusted for stock splits
and any similar equitable adjustments.

         "Plan Affiliate" means any person or entity with which either of the
Companies constitutes all or part of a controlled group of corporations, a group
of trades or businesses under common control or an affiliated service group, as
each of those terms is defined in Section 414 of the Code.

         "Subsidiary", when used with respect to any Person, shall mean any
corporation or other organization, whether incorporated or unincorporated, (i)
of which such Person or any other Subsidiary of such Person is a general partner
or holds at least 50% of the securities or other interests having by their terms
ordinary voting power to vote in the election of the board of directors or
others performing similar functions with respect to such corporation or other
organization, or (ii) which is directly or indirectly owned or controlled by
such Person, by any one or more of its Subsidiaries, or by such Person and one
or more of its Subsidiaries.

         "Superior Proposal" shall mean any bona fide Alternative Proposal that
the Company Board determines in good faith, after taking into account the advice
of a financial advisor of nationally recognized reputation and legal and
regulatory aspects of such Alternative Proposal, and taking into account all the
terms and conditions of the Alternative Proposal, is more favorable to the
CollegeLink Parent's stockholders than the transactions contemplated by this
Agreement.

         "Tax" and "Taxes" includes any federal, state, local or foreign income,
gross receipts, capital, franchise, import, goods and services, value added,
sales and use, estimated, alternative minimum, add-on minimum, sales, use,
transfer, registration, excise, natural resources, severance, stamp, occupation,
premium, windfall profit, environmental, customs, duties, real property,
personal property, capital stock, social security, unemployment, disability,
payroll, license, employee withholding, or other tax, of any kind whatsoever,
including any interest, penalties or additions to tax or additional amounts in
respect of the foregoing; the foregoing shall include any transferee or
secondary liability for a Tax and any liability assumed by agreement or arising
as a result of being (or ceasing to be) a member of any Affiliated group, as
defined in Section 1504 of the Code (or being included (or required to be
included) in any Tax Return relating thereto).

         "Tax Returns" means returns, declarations, reports, claims for refund,
information returns or other documents (including any related or supporting
schedules, statements or information) filed or required to be filed in
connection with the determination, assessment or collection of any Taxes of any
party or the administration of any laws, regulations or administrative
requirements relating to any Taxes.

     12.11 Entire Agreement. This Agreement, the Transaction Documents, and the
documents, schedules and exhibits described herein or attached or delivered
pursuant hereto collectively constitute the sole and only agreement among the
parties with respect to the subject matter hereof. Any agreements,
representations or documentation respecting the transactions contemplated by
this Agreement, including without limitation, any correspondence, discussions or
course of dealing, which are not expressly set forth in this Agreement, the
Transaction Documents, or the documents, schedules and exhibits described herein
or attached or delivered pursuant hereto or are null and void, it being
understood that no party has relied on any representation not set forth in this
Agreement, the Transaction Documents or the documents, schedules and exhibits
described herein or attached or delivered pursuant hereto.

     12.12 Third Parties. Except as expressly set forth in this Agreement,
nothing herein expressed or implied is intended or shall be construed to confer
upon or give to any person or entity, other than the parties to this Agreement
and their respective permitted successors and assigns, any rights or remedies
under or by reason of this Agreement.

     12.13 Interpretative Matters. Unless the context otherwise requires, (a)
all references to Articles, Sections or Schedules are to Articles, Sections or
Schedules in this Agreement, and (b) words in the singular or plural include the
singular and plural, pronouns stated in either the masculine, the feminine or
neuter gender shall include the masculine, feminine and neuter, and (d) the term
"including" shall mean by way of example and not by way of limitation.

     12.14 Default. The mere lapse of time for performing any obligation or
covenant contained herein shall serve to put the party who is obliged to perform
or fulfill such obligation or covenant in default, without any notice or demand
being required therefor.





                                       27
<PAGE>   107





     IN WITNESS WHEREOF, the parties have executed this Amended and Restated
Asset Purchase Agreement as of the date first above written.

                                          TMP WORLDWIDE INC.


                                          By: ________________________________
                                             Name:
                                             Title:



                                          COLLEGELINK.COM INCORPORATED


                                          By: ________________________________
                                             Name:
                                             Title:




                                          COLLEGELINK CORPORATION


                                          By: ________________________________
                                          Name:
                                          Title:




                                       28


<PAGE>   108

May 2, 2001

CONFIDENTIAL

Board of Directors
CollegeLink.com Incorporated
251 Thames Street
Bristol, RI 02842

Members of the Board:

We have been requested by the Board of Directors of CollegeLink.com Incorporated
("CollegeLink" or the "Company") to render our opinion with respect to the
fairness, from a financial point of view, to the stockholders of CollegeLink of
the proposed purchase (the "Asset Purchase") of substantially all of the assets
of CollegeLink by TMP Worldwide Incorporated ("TMP"). We understand that the
medium of exchange is cash. We have not been requested to opine as to, and our
opinion does not in any manner address, CollegeLink's underlying business
decision to proceed with or affect the sale of these assets.

In arriving at our opinion, we have reviewed: (1) CollegeLink's strategic
financing options in the context of the current state of the market for public
and private equity; (2) the historical and projected pro forma financial
statements of CollegeLink; (3) the public filings of CollegeLink; (4) the draft
Amended and Restated Asset Purchase Agreement between CollegeLink and TMP; and
(5) the draft employment agreements proposed to be entered into by CollegeLink,
TMP and certain individuals in connection with the Asset Purchase. In addition,
we have interviewed CollegeLink's senior management regarding both its financial
flexibility and prospects. We have also reviewed: (1) the public filings of TMP;
and (2) research reports published by certain securities firms regarding TMP. In
addition, we have interviewed certain members of the senior management of TMP
and its division, Monster.com, and have interviewed a representative of TMP's
independent auditors. In arriving at our conclusions, we have: (1) reviewed
certain publicly available information of companies which we believe to be
comparable to CollegeLink; (2) reviewed the trading history of CollegeLink's
common stock in comparison to the trading history of other companies that we
deemed relevant; (3) compared the historical, present and projected financial
performance and valuation of CollegeLink in comparison with other companies that
we deemed relevant; (4) evaluated the discounted cash flow of CollegeLink based
on projected financial data furnished to us by CollegeLink; and (5) compared the
valuation of CollegeLink with the implied valuation of certain other
transactions that we deemed relevant.

In arriving at our opinion, we have assumed and relied upon the accuracy and
completeness of the financial and other information used by us without assuming
any responsibility for independent verification of such information, and have
further relied upon assurances of management of CollegeLink and TMP that they
are not aware of any facts that would make such information inaccurate or
misleading. With respect to the financial projections of CollegeLink, we have
assumed that such projections have been reasonably prepared and reflect the best
currently available estimates and judgments of the management team. We have not
made or obtained any evaluations or appraisals of the assets or liabilities of
CollegeLink. Our opinion necessarily is based upon market, economic and other
conditions as they exist on, and can be evaluated as of, the date of this
letter.

Based upon and subject to the foregoing, we are of the opinion as of the date
hereof that, from a financial point of view, the sale of the assets of
CollegeLink is fair to CollegeLink and its stockholders.

Roth Capital Partners Incorporated will receive a fee in connection with
providing this fairness opinion. In addition, CollegeLink has agreed to
indemnify us for certain liabilities that may arise out of the rendering of this
opinion. In the ordinary course of our business, we provide research coverage on
CollegeLink's common stock, serve as a market maker in its stock, may trade for
our own account and for the accounts of our customers, and accordingly, may at
any time hold a long or short position in such securities.

This opinion is for the use and benefit of the Board of Directors of CollegeLink
and is rendered to the Board of Directors in connection with its consideration
of the Asset Purchase. This opinion is not intended to be and does not
constitute a recommendation to any stockholder of CollegeLink as to how such
stockholder should vote with respect to the investment.

Very truly yours,

/s/ Roth Capital Partners, Inc.
-------------------------------

Roth Capital Partners, Incorporated



                                      B-1
<PAGE>   109



                    PROXY FOR SPECIAL MEETING OF STOCKHOLDERS
                           TO BE HELD ON JUNE 15, 2001

                    THIS PROXY IS SOLICITED ON BEHALF OF THE
               BOARD OF DIRECTORS OF COLLEGELINK.COM INCORPORATED

      The undersigned stockholder of CollegeLink.com Incorporated, revoking all
prior proxies, hereby appoints Richard A. Fisher and Veronica G. Szewc, or each
of them acting singly, proxies, with full power of substitution, to vote all
shares of capital stock of CollegeLink.com Incorporated which the undersigned is
entitled to vote at the special meeting of stockholders to be held at the
offices of Radin, Glass & Co., LLP, 360 Lexington Avenue, 22nd Floor, New York,
New York 10017, on June 15, 2001, beginning at 8:30 a.m. local time and at any
adjournments thereof, upon matters set forth in the notice of special meeting
dated May 26, 2001, and the related proxy statement, copies of which have been
received by the undersigned, and in their discretion upon any business that may
properly come before the meeting or any adjournments thereof. Attendance of the
undersigned at the meeting or any adjourned session thereof will not be deemed
to revoke this proxy unless the undersigned shall affirmatively indicate the
intention of the undersigned to vote the shares represented hereby in person
prior to the exercise of this proxy.

      The undersigned hereby acknowledges receipt of a copy of the accompanying
notice of special meeting of stockholders and of the proxy statement relating
thereto, and hereby revokes any proxy or proxies heretofore given. This proxy
may be revoked at any time before it is exercised.

      When properly executed, this proxy will be voted in the manner directed
herein by the undersigned. If no direction is given, this proxy will be voted
for proposals 1, 2, and 3 and in the discretion of the persons named as proxies
as to such other matters as may properly come before the meeting.



<PAGE>   110




1.   To approve and adopt the amended and restated asset purchase agreement
     dated as of May 2, 2001, among TMP Worldwide Inc., CollegeLink.com
     Incorporated and CollegeLink Corporation, as more fully described in the
     accompanying proxy statement and in Appendix A to the proxy statement, and
     the transactions contemplated by the purchase agreement.

            FOR                  AGAINST                    ABSTAIN

2.   To approve a proposal to amend the certificate of incorporation of
     CollegeLink.com Incorporated to change its corporate name to "Cytation
     Corporation" if the sale of CollegeLink's assets to TMP Worldwide Inc. is
     also approved.

            FOR                  AGAINST                    ABSTAIN

3.   To adjourn the special meeting if necessary to permit further solicitation
     of proxies if there are not sufficient votes at the time of the special
     meeting to approve Proposals 1 and 2.

            FOR                  AGAINST                    ABSTAIN

THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO
DIRECTION IS GIVEN WITH RESPECT TO THE PROPOSALS SET FORTH ABOVE, WILL BE VOTED
FOR SUCH PROPOSALS.

DATED:  __________, 2001         Signature of Stockholder(s):
                                                             -------------------

                                 Print Name:
                                            ----------------------



Mark here if you plan to attend the meeting:

Mark here if your address has changed:

                                 New address:
                                             -----------------------------------


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


      Please promptly date and sign this proxy and mail it in the enclosed
envelope to assure representation of your shares. No postage need be affixed if
mailed in the United States. PLEASE SIGN EXACTLY AS NAME(S) APPEAR ON STOCK
CERTIFICATE. When shares are held by joint owners, both should sign. When
signing as attorney, executor, administrator, trustee or guardian, please give
full title as such. If stockholder is a corporation, please sign full corporate
name by president or other authorized officer and, if a partnership, please sign
full partnership name by an authorized partner or other person.










