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<ACCESSION-NUMBER>0001035704-02-000363
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<PERIOD>20020331
<FILING-DATE>20020715
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<CONFORMED-NAME>ACTIVE LINK COMMUNICATIONS INC
<CIK>0000727347
<ASSIGNED-SIC>5065
<IRS-NUMBER>840917382
<STATE-OF-INCORPORATION>CO
<FISCAL-YEAR-END>0331
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<ACT>34
<FILE-NUMBER>000-30220
<FILM-NUMBER>02702902
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<BUSINESS-ADDRESS>
<STREET1>7388 SOUTH REVERE PARKWAY
<STREET2>SUITE 1000
<CITY>ENGLEWOOD
<STATE>CO
<ZIP>80112
<PHONE>303-279-8200
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>7388 SOUTH REVERE PARKWAY
<STREET2>SUITE 1000
<CITY>ENGLEWOOD
<STATE>CO
<ZIP>80112
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<FORMER-CONFORMED-NAME>COMMUNICATIONS WORLD INTERNATIONAL INC
<DATE-CHANGED>19920703
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<FORMER-CONFORMED-NAME>ACTIVE LINK COMMUNICATIONS INC /CO/
<DATE-CHANGED>20001215
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<TYPE>10KSB
<SEQUENCE>1
<FILENAME>d98124e10ksb.txt
<DESCRIPTION>FORM 10KSB FOR FISCAL YEAR END MARCH 31, 2002
<TEXT>
<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-KSB

                                   ----------

     [X]  Annual report under Section 13 or 15(d) of the Securities Exchange Act
          of 1934

          For the fiscal year ended:  MARCH 31, 2002

     [ ]  Transition period under Section 13 or 15(d) of the Securities Exchange
          Act of 1934

          For THE transition period from                  to                  .
                                         ----------------    ----------------

     Commission file number:  0-30220

                                   ----------

                        ACTIVE LINK COMMUNICATIONS, INC.
                        --------------------------------
                 (Name of Small Business Issuer in Its Charter)

<Table>
<S>                                                                              <C>
                            Colorado                                                           84-0917382
  --------------------------------------------------------------                 ------------------------------------
  (State or other jurisdiction of incorporation or organization)                 (I.R.S. Employer identification No.)

              1840 Centre Point Drive, Naperville, IL                                            60563
    --------------------------------------------------------                     ----------------------------------
              (Address of principal executive offices)                                        (Zip Code)
</Table>

                                 (630) 955-9755
                 ----------------------------------------------
                 Issuer's Telephone Number, Including Area Code

         Securities Registered Pursuant to Section 12(b) of the Act:     None

         Securities Registered Pursuant to Section 12(g) of the Act:

                      Common Stock, no par value per share
                      ------------------------------------
                                (Title of class)

        7388 South Revere Parkway, Suite 1000, Englewood, Colorado 80112
        ----------------------------------------------------------------
                           (Former Address of Issuer)

     Check whether the issuer: (1) has filed all reports required to be filed by
     Section 13 or 15(d) of the Exchange Act of 1934 during the past 12 months
     (or for such shorter period that the Registrant was required to file such
     reports), and (2) has been subject to such filing requirements for the past
     90 days. Yes  X  No
                  ---    ---

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

     The issuer's revenues for its most recent fiscal year:  $13,768,000

     The aggregate market value of the voting stock held as of June 21, 2002 by
     non affiliates of the issuer was $3,072,000. As of June 21, 2002 the issuer
     had 20,659,457 shares of its no par value Common Stock issued and
     outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

     Part III of the Form 10-KSB is incorporated by reference to the
     Registrant's definitive proxy statement, which is expected to be filed
     within 120 days of the end of the Registrant's year ended March 31, 2002.


<PAGE>



                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

General

Active Link Communications, Inc. (the "Company" or "Active Link") was
incorporated in 1983 as a Colorado corporation under the name of Communications
World International, Inc. The Company's historical operations have consisted
primarily of marketing of voice communications products. In late 2001 the
Company completed a merger with Mobility Concepts, Inc. ("Mobility"). Mobility
is a professional services business focused exclusively on providing complete,
enterprised-wide mobile computing and wireless data technology solutions. These
solutions include the integration of engineering services, project management,
mobile computing devices, wireless network systems, national deployment and
related support and management services. The Company's principal executive
offices are located at 1840 Centre Point Drive, Naperville, IL 60563.

Mobile Computing/Wireless Data Industry

The 2002 United States market for handheld programmable devices in vertical
applications using Wintel and Pocket PC products is between $600 million to $700
million. According to The Yankee Group, mobile computing and related products
are the fastest growing segment of the technology market. This market is
expected to grow at a 20% annual rate through 2004 and then increase to a 30%
annual growth rate through 2006, resulting in a market that more than doubles to
$1.5 billion in less than five years.

Primary markets with potential to benefit substantially from mobile computing
and wireless computing technologies include automotive, airlines, insurance,
health care, market research, hospitality, food service, consumer packaged goods
and pharmaceuticals. The segment within the automotive industry that is in the
most demand is in managing service departments, repair shops and diagnostic
testing. The airline industry is currently testing mobile computing solutions
for wireless reservations, check-in, maintenance, electronic flight bags, flight
planning and especially security solutions. Insurance companies have been a
leader in mobile computing in the areas of claims processing, inspections and
risk assessments, and sales force automation. Health care companies have begun
implementing mobile computing solutions to improve point of care in hospitals,
clinics and visiting nurses. Consumer packaged goods companies are using these
solutions for sales force automation, inventory management and control and shelf
management. Pharmaceutical companies are interested in these products for sales
force automation and clinical trials. Additional markets that offer considerable
opportunity include financial services, retail, route delivery, transportation
and utilities.


Company Strategy

Active Link has undergone a strategic realignment of its business model into the
mobile computing industry through its merger with Mobility and the disposal of
Active Link's voice communications units.

The Company's subsidiary, Mobility, sells and supports pen based computing,
wireless computing and remote computing solutions. This includes software design
and implementation, device selection, service and support, help desk services,
roll out services, and asset management. Mobility's headquarters are located in
Naperville, Ill. In addition, Mobility has sales offices in Los Angeles,
Cincinnati, Atlanta, Milwaukee and Detroit.




                                       2
<PAGE>


Active Link's strategy is to build on Mobility's uniqueness in the marketplace
and position the Company as the leading project management and national systems
integrator for Fortune 2000 companies and other large organizations in the
mobile computing and wireless data market. The primary target customers will be
those that are poised for significant growth and/or will experience significant
productivity gains from mobile computing and wireless solutions. The Company's
goal is to grow through internally generated sales, well-managed strategic
alliances with key suppliers, and through acquisitions of select competitors and
proprietary software developers if available on advantageous terms.

While the Company considers Mobility's position strong in its current market
niche of providing project management for handheld and wireless business
solutions on a national basis for large workforces, the Company plans to take
additional steps to build a long-term position of strength in a growing wireless
market. In order to continue to grow as a true solution provider in this arena,
the Company plans to add technical and software resources as well as create a
customized hardware solution.

Company Operations

The Company's primary product offerings revolve around Pentium class handheld
and tablet computers. Handheld computers are tablet-size or smaller and operate
with a stylus, or pen, as opposed to the traditional keyboard. Added to the base
unit are peripherals such as scanners, printers, specialized battery packs, etc.
that provide additional functionality to a given solution. Also, many solutions
require customized casing to maximize user interface that Mobility designs and
procures as needed. Mobility's hardware partners include Fujitsu, Viewsonic,
Xybernaut, Via, Casio and InterMec. Software partners include Compuware,
Stellcom, Delphi ISS and Thinque Systems. Communications partners include Cisco,
Socket, Lucent, Proxim and RIM.

After the initial sales process, all projects begin with the business system and
process analysis phase. In this phase, the assigned team reviews, analyzes and
develops an understanding of the client's business environment and workflow
processes. The team also gathers and understands the client's project and system
objectives, business objectives and the key factors that will define project
success.

Once the information collected in the system and process analysis phase has been
compiled and documented, the team proceeds to design the system architecture and
project plan that will meet the needs of the client.

When project requirements dictate software application development and/or
application software integration, Mobility has a team of developers with the
skills and experience capable of meeting almost any level software development.
If the software development project is beyond the scope of our internal staff,
it can be out-sourced to several nationally known software development companies
including Delphi ISS, Omni Resources, Stellcom and CompuWare Corporation. These
strategic partners specialize in a wide range of industry software applications
and new software development.

A typical implementation involves Company headquarters as well as remote
resources that are available under the MobilitySTAR program. Headquarters based
implementation resources will engage in activities such as resource procurement
and logistics, software loading and configuration, remote unit testing, back end
integration testing, software revision control and deployment project
management.

The deployment project management team will direct activities including site
surveys, site preparation, equipment shipping and delivery, installation
scheduling, site installation, remote system testing, end user training and
orientation, final cut over, initial user and early period monitoring and
follow-up



                                       3
<PAGE>

assessments. A competitive advantage of the Company is its MobilitySTAR program.
Under this program, a network of specially selected business-focused technology
and service providers are certified to Mobility's technical specifications.
Certification covers general wireless data and mobile computing installations as
well as client specific project deployment. Each member of this network is
extensively trained by the Company's technical staff once they have met
selection criteria that includes technical experience, competitiveness in the
market, and level of customer service orientation. Aligning this qualified
subcontractor network with our own technical capabilities allows the Company to
compete effectively with large national integrators while providing cost savings
to the customer.

Another program in the Mobility's value-add solution is the MobilityCARE
program. Providing the Company with a recurring revenue stream, the MobilityCARE
program encompasses after market managed services such as help desk support,
repair, depot service and asset management. Our post implementation support is
based on a 24 hours a day by 7 days a week technical support system. Many mobile
end users are not computer literate, which adds a unique burden to clients
trying to provide internal support. Mobility has developed a proven 24X7 help
desk capability that is customized for the client's specific needs. Our post
installation services are built on the fact that most of our mobile users are in
mission critical business activities.

Competition

There are several companies beginning to compete in this marketplace. Most
competitors occupy either the large corporate re-engineering space or the
smaller regional and local markets. In the large corporate re-engineering space,
leading competitors are IBM Global Services, EDS and KPMG. Their focus is on
projects greater than $10 million in value and they focus on installations of
SAP, Oracle, and Siebel Systems. Competitors for regional and local projects
include Prologix, Infologix, DBK, Wav and OnPoint. It is important to note these
entities have little or no capability to provide national rollouts or to service
widely dispersed locations. Being able to service this middle tier, where
Mobility Concepts is firmly established, carries considerable barriers to entry
for newcomers.

Successful entry requires an experienced management team, mobile and wireless
technology intellectual capital, relationships with key industry players, an
excellent reputation and a solid client list.

Product Supply

Mobility currently purchases handheld and pen based computers and various
peripheral equipment from several major suppliers. Currently the Company
purchases product on a cash basis from its major supplier. Mobility continually
monitors changes in products offered by these manufacturers, as well as others,
to review its current and future product mix. Mobility's products have limited
warranties by their vendors for defects in material and workmanship.

Employees

As of March 31, 2002, Active Link had approximately 81 full-time employees
involved in technical service, maintenance, installation, administration, sales,
accounting and warehousing.



                                       4
<PAGE>

Special Cautionary Notice Regarding Forward-Looking Statements

This Report contains certain forward-looking statements and information relating
to the Company that is based on the beliefs of management, as well as
assumptions made by and information currently available to management. Such
forward-looking statements are principally contained in and include, without
limitation, the Company's plans for its business, including the introduction of
new products and services, expansion into new markets, and mergers and
acquisitions. In addition, in those and other portions of the Report, the words
"anticipates," "believes," "estimates," "expects," "plans," "intends" and
similar expressions, as they relate to the Company or its management, are
intended to specifically identify forward-looking statements. Such statements
reflect the current views of the Company with respect to future events and are
subject to certain risks, uncertainties, and assumptions, including the risk
factors described in this Report. In addition to factors described elsewhere in
this Report, the Company specifically cautions the factors listed under the
caption "Risk Factors" could cause actual results to differ materially from
those expressed in any forward-looking statement. Should one or more of these
risks or uncertainties materialize, or should any underlying assumptions prove
incorrect, actual results may vary materially from those described herein as
anticipated, believed, estimated or expected. The Company does not intend to
update these forward-looking statements.

RISK FACTORS

In evaluating the Company and its business, this entire Report (including the
Exhibits) should be read carefully and special consideration given to, among
others, the following risk factors in addition to the other information
contained in this Report.

Recent Operating Losses; Accumulated Deficit; Going Concern

The Company has historically reported net losses, including reporting a loss
from continuing operations of $5,645,000 for the fiscal year ended March 31,
2002 and has a working capital deficit of $9,455,000 as of March 31, 2002. The
working capital deficit includes Subordinated Convertible Notes and accrued
interest of approximately $2,566,000 due September 30, 2002 and approximately
$500,000 due December 27, 2002, all of which are convertible into the Company's
common stock at from $.75 to $.25 per common share. The Company is not
generating sufficient cash flow from operations to fund operations or to repay
obligations as they become due. The Company's operations have historically been
adversely affected by a lack of working capital. The Company uses lines of
credit from a lending institution, which are limited to the extent of available
collateral. The Company's lines of credit are fully utilized to the extent of
available collateral at March 31, 2002. Additionally, the Company is currently
in default under the payment terms on many of its other notes including a note
with a telecommunications vendor associated with the Company's discontinued
operations. The lack of available funding impedes the Company's ability to fund
additional product purchases and to expand its business operations. Furthermore,
the Company's major product vendor has notified the Company it will only sell to
the Company on a cash basis. Subsequent to year end the Company reached an
agreement with the vendor to restructure amounts owed the vendor. Payment of the
obligation has been personally guaranteed by the President and CEO and major
shareholder of the Company.

Management cannot provide assurance that the Company will ultimately achieve
profitable operations or be cash positive or raise necessary additional debt
and/or equity capital. However, based on its prior demonstrated ability to raise
capital, management believes that the Company's capital resources will be
adequate to continue operating and maintain its business strategy during fiscal
2003. However, if substantial losses continue and/or the Company is unable to
raise additional capital, liquidity problems could cause the Company to curtail
operations, liquidate assets, seek additional capital on less favorable



                                       5
<PAGE>

terms and/or pursue other such actions that could adversely affect future
operations. These financial statements do not include any adjustments relating
to the recoverability and classification of assets or the amounts and
classification of liabilities that might be necessary should the Company be
unable to continue as a going concern.

Changes In Technology

The mobile computing market in which Mobility operates has experienced
technological advances and, in order to satisfy customer demands, Mobility has
to offer the latest available equipment and services. Although Mobility has
established relationships with several major suppliers of mobile computing
equipment, in the event other suppliers offer more advanced equipment, there is
no assurance Mobility would be able to establish satisfactory relationships with
these other manufacturers.

Relationships With Suppliers

Although Mobility has established relationships with several suppliers of mobile
computing equipment, there is no assurance Mobility will continue to be able to
maintain these relationships, and to purchase products under advantageous terms
and conditions from its suppliers. This may adversely affect Mobility's ability
to offer products to its customers. Mobility's largest supplier, Fujitsu,
supplied approximately 59% of the inventory and products purchased by Mobility
for operations during the year ended March 31, 2002. Mobility's relationship
with Fujitsu has been strained due to its inability to timely pay Fujitsu. In
May 2002, Mobility entered into an agreement with Fujitsu providing for payments
on the outstanding obligation in the approximate amount of $2,600,000 in
installments of $100,000 monthly, with a $500,000 installment paid on June 17,
2002 and an additional $500,000 payment due December 7, 2002. The remaining
balance is due June 7, 2003. Any failure of Mobility to make the payments to
Fujitsu as scheduled would likely have a material adverse effect on Mobility's
business, financial condition and ability to continue operations.

Volatility Of Stock Price

There has been significant volatility in the market price for Active Link's
common stock. The common stock is currently traded on the Electronic Bulletin
Board, which may discourage investor interest in trading the common stock. On
June 21, 2002, the closing bid price of Active Link's common stock was $.35 per
share. There can be no assurance the price of the common stock will remain at or
exceed current levels. Factors such as announcements relating to Active Link's
operations, acquisitions, new products and services, prices and costs of
products, sales of products, new technology offered by Active Link's
competitors, government regulation or other matters may have a significant
impact on the market price of Active Link's securities. Trading has historically
been limited and sporadic, which may contribute to volatility of the market
price.




                                       6
<PAGE>

Regulation Of Trading In Low-Priced Securities May Discourage Investor Interest

Trading in Active Link's common stock is subject to the "penny stock" rules of
the Securities and Exchange Commission (the "SEC"). The penny stock rules
require a broker-dealer, prior to a transaction in a penny stock not otherwise
exempt from the rules, to deliver a standardized risk disclosure document
prescribed by the SEC, which provides information about penny stocks and the
nature and level of risks in the penny stock market. The broker-dealer also must
provide the customer with current bid and offer quotations for the penny stock,
the compensation of the broker-dealer and its salesperson in the transaction,
and monthly account statements showing the market value of each penny stock held
in the customer's account. The bid and offer quotations and the broker-dealer
and salesperson compensation information must be given to the customer orally or
in writing before or with the customer's confirmation. In addition, the penny
stock rules require that prior to a transaction in a penny stock not otherwise
exempt from such rules, the broker-dealer must make a special written
determination the penny stock is a suitable investment for the purchaser and
receive the purchaser's written agreement to the transaction. These disclosure
requirements may have the effect of reducing the level of trading activity in
the secondary market for a stock that becomes subject to the penny stock rules.
Active Link believes the penny stock rules may discourage investor interest in,
and limit the marketability of, the common stock of Active Link.

Preferred Shares Available For Issuance; Current Acquisitions And Financing
Plans

Active Link has 3,000,000 shares of preferred stock authorized. There are
currently no shares of Preferred Stock outstanding. Shares of preferred stock
may be issued by Active Link in the future without shareholder approval and upon
such terms as the Board may determine. The rights of the holders of common stock
will be subject to and may be affected adversely by the rights of holders of any
preferred stock that may be issued in the future. The availability of preferred
stock, while providing desired flexibility in connection with possible
acquisitions and other corporate purposes, could have the effect of discouraging
a third party from acquiring control of the common stock of Active Link.

ITEM 2. DESCRIPTION OF PROPERTY

The Company leases from non-affiliates: (i) 11,337 square feet of office and
warehouse space in Naperville, Illinois, which is used for its corporate
headquarters, for approximately $15,500 per month under a lease that expires in
October, 2006, (ii) various leases for sales offices from 120 square feet to 772
square feet, with monthly lease rates from $360 to $975 and expiring from
December 2002 to April 2003, (iii) 13,173 square feet of office and warehouse
space in Englewood, Colorado, for approximately $15,750 per month under a lease
which expires in April, 2005, (iv) 8,000 square feet of office space in
Arlington, Texas under a lease which expires in May, 2004 for approximately
$4,193 per month, (v) 3,397 square feet of office space in Westminster,
Colorado, under a lease which expires in July, 2002 for approximately $5,113 per
month and which has been subleased on substantially the same terms as the
original lease, and (vi) approximately 4,200 square feet of space in Englewood,
Colorado for approximately $7,800 per month pursuant to a lease, which expires
in July, 2003. The Company subleased this space in January, 1999, on a recourse
basis for the remainder of the lease term on substantially the same terms as the
original lease.




                                       7
<PAGE>

ITEM 3. LEGAL PROCEEDINGS

The Company is subject to legal proceedings and claims which have arisen in the
ordinary course of its business. Some seek payment of past due amounts owed by
the Company while some of the actions seek damages and the Company is unable to
estimate the magnitude of its exposure at this time. No claim in any pending
action exceed 10% of the Company's current assets.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS

None

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Active Link common stock trades on the Electronic Bulletin Board system under
the symbol "ACVE". Set forth in the following table are high and low bid
quotations for each quarter in the fiscal years ended March 2002 and 2001.
Trading in Active Link common stock is limited and sporadic. The quotations
below represent inter-dealer quotations without retail markups, markdowns or
commissions, and may not represent actual transactions.


<Table>
<Caption>

                         ACTIVE LINK COMMON STOCK
                        HIGH                   LOW
                       -------               -------

<S>                    <C>                   <C>
FISCAL 2001

June 30, 2000             4.06                  1.22

September 30, 2000        1.63                  1.06

December 31, 2001         1.53                   .75

March 31, 2001             .88                   .28


FISCAL 2002

June 31, 2001             1.05                   .33

September 30, 2001         .87                   .32

December 31, 2001         1.30                   .50

March 31, 2002            1.50                   .61
</Table>


Active Link has not paid any dividends on the Active Link common stock and does
not anticipate paying cash dividends on the Active Link common stock in the
foreseeable future. Active Link is currently precluded from paying dividends
without the consent of its accounts receivable financing company.



                                       8
<PAGE>

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

Active Link Communications, Inc. is undergoing a strategic realignment of its
business model into the mobile computing industry through its merger with
Mobility Concepts, Inc. The Company has completed this realignment with the
disposal of its voice communications unit, located in the Houston and Dallas/Ft.
Worth metropolitan areas. The disposal was completed after certain key
complimentary technical skills were transferred to the new operation.

Mobility sells and supports pen based computing, wireless computing and remote
computing solutions. This includes software design and implementation, device
selection, service and support, help desk services, roll out services, and asset
management. Mobility's headquarters are located in Naperville, Ill. In addition,
Mobility has sales offices in Los Angeles, Cincinnati, Atlanta, Milwaukee and
Detroit. Staff redundancies will be eliminated as the Company's headquarters are
moved from Denver to Naperville.

As a result of the merger discussed above, for financial reporting purposes, the
acquisition of Mobility by Active Link has been treated as a reverse
acquisition. Mobility is the continuing entity for financial reporting purposes.
The historical financial statements prior to the acquisition are the financial
statements of Mobility.

Year Ended March 31, 2002 Compared To Year Ended March 31, 2001

Total revenues for Active Link were $13,768,000 and $19,445,000 for fiscal 2002
and fiscal 2001, respectively. The company reported a net loss of $7,992,000 for
fiscal 2002 and a net loss of $450,000 for fiscal 2001. The net loss for fiscal
2002 includes a net loss for discontinued operations of $2,347,000. The net loss
from operations was $5,645,000 for fiscal 2002 and $450,000 for fiscal 2001.

The decrease in sales for the fiscal year was partly caused by the terrorist
actions in New York and Washington D.C. The Company's major suppliers in Japan
and Korea drastically reduced the shipment of product over the subsequent month
resulting in the loss of orders. Also, corporate IT decisions involving the
Company's products and services were deferred. Additionally, fiscal 2001
included a significant installation exceeding $4,300,000 in revenue.

During the fourth quarter of fiscal 2002 the Company exceeded its credit limit
with its major supplier. As a result, the supplier placed the Company on a
prepayment basis for future orders. Due to the company's cash position this had
a significant impact on hindering sales. Subsequent to year end the supplier
agreed to convert the balance due of approximately $2,600,000 into a Promissory
Note. The terms of the note call for monthly payments of $100,000 over twelve
months with balloon payments of $500,000 to be paid in June and December 2002
and in June 2003. The Company will pay interest at a rate of 6% per annum.

The gross margin percentage on direct equipment sales and service decreased from
18% to 15% for the fiscal year 2002 compared to fiscal year 2001. This was a
result of an incrementally higher proportion of sales being attributed to the
resale of equipment as opposed to higher margin project management business.
Further downward pressure was placed on the margin percentage by the appreciably
lower sales base.

Selling expenses in fiscal 2002 totaled $1,217,000, an increase of $190,000 over
fiscal year 2001 selling expenses of $1,027,000. In spite of the reduction in
revenues, selling expenses increased as a result of additions to the sales staff
that included the opening of a sales office in Atlanta and Milwaukee. The
expansion of regional sales offices was done in anticipation of increased
coverage in the pursuit of




                                       9
<PAGE>

Fortune 2000 companies, which supports the Company's strategic sales plan.
Typically, there is a long sales cycle associated with selling to Fortune 2000
companies, thereby creating a disproportionate increase in expenses in relation
to revenues.

General and Administrative expenses in fiscal 2002 totaled $4,195,000, an
increase of $1,474,000 over fiscal 2001 expenses of $2,721,000. The increase was
attributed to the addition of the corporate operations of Active Link of
approximately $712,000 resulting from the merger between the Active Link and
Mobility; a non recurring charge for the present value of future payments of a
consulting agreement with the former owner of the Mobility, the value of which
was deemed to be significantly reduced resulting in a charge of $379,000; and
salaries and related benefits increased $352,000 from fiscal 2001 to fiscal 2002
as a result of headcount increases in marketing, national installation support
and senior management positions in preparation for the transition of corporate
headquarters to Naperville.

Acquisition costs, one time expenses associated with the merger, totaled
$337,000 and were predominately comprised of legal and accounting expenses.

In fiscal 2002 interest expense increased by $1,749,000 over prior year. Of this
increase, $1,636,000 can be attributed to the amortization of imputed interest
relating to the issuance of convertible debt and related warrants. A new
factoring arrangement entered into by Mobility as of December 31, 2001 and the
aforementioned Promissory Note with a major supplier account for $57,000 of the
increase.

Liquidity And Capital Resources

The Company's financial statements for the year ended March 31, 2002 have been
prepared on a going concern basis, which contemplates the realization of assets
and the settlement of liabilities and commitments in the normal course of
business. The Company's working capital deficit increased by $8,001,000 from
$1,454,000 as of March 31, 2001 to $9,455,000 as of March 31, 2002. The increase
in the working capital deficit was caused by the assumption of liabilities over
assets of approximately $4,348,000 related to the merger with Active Link, less
the cash infusion of $1,500,000 from the President and CEO of Mobility prior to
the merger, the remaining increase of approximately $5,153,000 the result of
operating losses. Active Link's operations have historically been adversely
affected by a lack of working capital. Active Link uses lines of credit from a
finance company, which are limited to the extent of available collateral. Active
Link's lines of credit were fully utilized to the extent of available collateral
at March 31, 2002. The Company is not generating sufficient cash flow from
operations to fund operations or to repay obligations as they become due. The
lack of available funding impedes Active Link's ability to fund additional
equipment purchases and to expand its business operations. Active Link is
currently seeking additional capital, but there can be no assurance Active Link
will be able to fulfill its capital needs in the future. Moreover, due to Active
Link's poor liquidity and operating results and the absence of a Nasdaq listing
for its common stock, the cost of obtaining additional capital is expected to be
significant.

Net cash used by continuing operating activities was $2,688,000 and $100,000 for
the years ended March 31, 2002 and 2001, respectively. The use of cash was
primarily the result of the Company's operating losses in fiscal 2002. Net cash
used in continuing operating activities was higher in 2002 relative to 2001
principally due to a significantly larger net loss from continuing operations.

Net cash provided by discontinued operations in 2002 was the result of the
liquidation of assets and an increase in the retained liabilities of the
operations disposed of.



                                       10
<PAGE>

Net cash provided by financing activities was $1,048,000 and $224,000 for the
years ended March 31, 2002 and 2001, respectively. The increase in both years
was the result of borrowings in excess of repayments on financings to support
operations.

The Company has recently entered into an agreement with a private investor to
sell up to 16,000,000 shares of the Company's common stock at $0.25 per share or
a total of $4,000,000. The sale of the Company's common stock is to be made in
two traunches, the first of which is for 1,600,000 shares for $400,000 and is
scheduled to be closed no later than July 31, 2002. The balance of 14,400,000
shares for $3,600,000 is scheduled to be closed within approximately 75 days of
the first traunch. The Company has received oral assurances from representatives
of private investor that the funds will be forthcoming. However, the Company has
little background information regarding the investor and there can be no
assurance that the sale of shares will be completed. If the sale of shares is
completed, the investor will become a substantial shareholder of the Company and
may be in a position to influence, if not determine, actions of the Company.

In September 2000, the Active Link prior to its merger with Mobility completed a
private placement of 300,000 shares of its common stock, receiving net proceeds
of $258,000. Additionally, Active Link received net proceeds of $129,000 and
$50,000 for the exercise of outstanding warrants and options, respectively.

In October 2000, additional net proceeds of $318,000 were received from the sale
of notes to two institutional investors which had previously invested in
November 1999. The terms of these transactions were similar to the unit
offering, with certain exceptions. The Company agreed to pay accrued interest on
the November 1999 notes and on the new notes.

In July 2001, in conjunction with the termination of the franchise program to
sell TAIS products, Active Link, prior to its merger with Mobility, negotiated a
restructuring of existing amounts payable into a long-term note. TAIS will
forgive $300,000 of the amounts payable, the Company will pay $20,000 per month
with no interest for the first twelve (12) months and $20,000 per month plus
interest at 6.75% per annum for the remaining term of the note. In addition, the
Company will accelerate the payment of the note, if in the future, the Company
receives cash for any sale of existing business units. The Company is currently
delinquent in payments of this note.

In December 2001 the Company entered into a financing agreement with a finance
company to provide a revolving loan facility for the operations of Mobility. The
agreement permits the Company to sell with recourse trade accounts receivable up
to $3,000,000, is due on demand and is subject to certain collateral limitations
and covenants primarily related to borrowing issuances. Interest, at the rate of
approximately 26% per annum, is due upon final settlement of each purchased
invoice. The agreement is collateralized by substantially all of the assets of
the Company. The agreement was renewed for an additional six-month period. At
March 31, 2002, the Company had outstanding borrowings of $329,000.

During the period ended March 31, 2002 the Company received net proceeds of
$125,000 from the sale of Units of Subordinated Convertible Notes and Common
Stock Purchase Warrants (Unit Offering). Each Unit consisted of a $50,000 Note
and 20,000 Warrants for a purchase price of $50,500. The notes bear interest at
10% per annum. Each Note is convertible into Common Stock at $.80 per share.
Principal and interest on the notes is due October 31, 2002.

In November 2001, the Company received proceeds of $200,000 from the sale of
unsecured notes and warrants to its Chairman of the Board of Directors and two
shareholders. The Notes bear interest at 12% per annum and are convertible into
Common Stock at $.80 per share and were due April 27, 2002. The



                                       11
<PAGE>

warrants are exercisable into 200,000 shares of Common Stock at $.80 per share
until November 26, 2006.

In December 2001, the Company closed on a $500,000 loan secured by a second
interest in telecom accounts receivable and certain other assets. The loan
matures on April 27, 2002 and is payable with interest at 12% per annum.
Interest and principal are convertible at the option of the lenders into the
Company's common stock at $.80 per share. In addition, warrants were issued to
purchase up to 360,000 shares of the Company's common stock at $.80.

Management cannot provide assurance that the Company will ultimately achieve
profitable operations or be cash positive, or raise additional debt and/or
equity capital. However, based on the revenue growth and its prior demonstrated
ability to raise capital, management believes that the Company's capital
resources will be adequate to continue operating and maintain its business
strategy during fiscal 2002. However, if substantial losses continue and/or the
Company is unable to raise additional capital, liquidity problems could cause
the Company to curtail operations, liquidate assets, seek additional capital on
less favorable terms and/or pursue other such actions that could adversely
affect future operations. The Company's financial statements in this Report do
not include any adjustments relating to the recoverability and classification of
assets or the amounts and classification of liabilities that might be necessary
should the Company be unable to continue as a going concern.

New Accounting Pronouncements

In June 2001, the Financial Accounting Standards Board ("FASB") issued
Statements of Financial Accounting Standards No. 141 "Business Combinations"
("SFAS 141") and No. 142 "Goodwill and Other Intangible Assets" ("SFAS 142").
SFAS 141 requires all business combinations initiated after June 30, 2001 to be
accounted for under the purchase method. For all business combinations for which
the date of acquisition is after June 30, 2001, SFAS 141 also establishes
specific criteria for the recognition of intangible assets separately from
goodwill and requires unallocated negative goodwill to be written off
immediately as an extraordinary gain, rather than deferred and amortized. SFAS
142 changes the accounting for goodwill and other intangible assets after an
acquisition. The most significant changes made by SFAS 142 are: 1) goodwill and
intangible assets with indefinite lives will no longer be amortized; 2) goodwill
and intangible assets with indefinite lives must be tested for impairment at
least annually; and 3) the amortization period for intangible assets with finite
lives will no longer be limited to forty years. We do not believe that the
adoption of these statements will have a material effect on our financial
position, results of operations, or cash flows.

In June 2001, the FASB also approved for issuance SFAS 143 "Asset Retirement
Obligations." SFAS 143 establishes accounting requirements for retirement
obligations associated with tangible long-lived assets, including (1) the timing
of the liability recognition, (2) initial measurement of the liability, (3)
allocation of asset retirement cost to expense, (4) subsequent measurement of
the liability and (5) financial statement disclosures. SFAS 143 requires that an
asset retirement cost should be capitalized as part of the cost of the related
long-lived asset and subsequently allocated to expense using a systematic and
rational method. We will adopt the statement effective no later than April 1,
2003, as required. We do not believe the adoption of this statement will have a
material effect on our financial position, results of operation, or cash flow.

In October 2001, the FASB also approved SFAS 144, Accounting for the Impairment
or Disposal of Long-Lived Assets. SFAS 144 replaces SFAS 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of. The
new accounting model for long-lived assets to be disposed of by sale applies to
all long-lived assets, including discontinued operations, and replaces the



                                       12
<PAGE>

provisions of APB Opinion No. 30, Reporting Results of Operations-Reporting the
Effects of Disposal of a Segment of a Business, for the disposal of segments of
a business. Statement 144 requires that those long-lived assets be measured at
the lower of carrying amount or fair value less cost to sell, whether reported
in continuing operations or in discontinued operations. Therefore, discontinued
operations will no longer be measured at net realizable value or include amounts
for operating losses that have not yet occurred. Statement 144 also broadens the
reporting of discontinued operations to include all components of an entity with
operations that can be distinguished from the rest of the entity and that will
be eliminated from the ongoing operations of the entity in a disposal
transaction. The provisions of Statement 144 are effective for financial
statements issued for fiscal years beginning after December 15, 2001 and,
generally, are to be applied prospectively. At this time, we cannot estimate the
effect of this statement on our financial position, results of operations, or
cash flows.

In April 2002, the FASB approved SFAS 145, Rescission of FASB Statements No. 4,
44 and 64, Amendment of SFAS 13, and Technical Corrections. SFAS 145 rescinds
previous accounting guidance, which required all gains and losses from
extinguishment of debt be classified as an extraordinary item. Under FAS 145
classification of debt extinguishment depends on the facts and circumstances of
the transaction. SFAS 145 is effective for fiscal years beginning after May 15,
2002.

Significant Accounting Policies

Revenue Recognition:

Revenue from the sale of equipment is recognized as products are shipped and
title has passed to the customer. Typically, equipment is not purchased from a
supplier until an order has been received and processed from a customer.

Revenue generated from help desk services are recognized upon completion of the
service. Generally, help desk services are generated from a contract that
stipulates a monthly fee or a one-time upfront payment. In the case of a
prepayment, the revenue is booked as deferred revenue and recognized over the
life of the contract. Otherwise help desk services are billed on a monthly
basis.

Service contracts, including labor, warranty and non-warranty repairs done on
behalf of equipment manufacturers are billed on a time and materials basis upon
completion of the service.

Discontinued Operations:

The company accounting for discontinued operations is a significant accounting
policy because it involves significant estimates of future losses from the
operation and disposal of the business units. These estimates involve
significant judgments and may be revised as more information becomes available

Debt Discounts Valuation:

The valuations of discounts on debt is impacted by the estimated value of the
associated warrants. The value of the warrants involves significant estimates,
and were calculated using the black sholes options pricing model, which requires
significant estimates to be made by the Company for the volatility of the stock,
the term of the option and other factors. These estimates have a material impact
on the valuation of the warrants, and consequently on the valuation of the debt
discounts recorded.




                                       13

<PAGE>

ITEM 7. FINANCIAL STATEMENTS

The consolidated financial statements required to be filed hereunder are
included following Item 13.

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

None

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits

         2. Plan of Acquisition

                  (a)      Plan and Agreement of Merger dated October 20, 1998
                           by and among Interconnect Acquisition Corporation,
                           Communications World International, Inc. and IAC
                           Acquisition Corporation. (1)

                  (b)      Merger Agreement dated September 30, 2000 by and
                           among IAC Acquisition Corporation, Communications
                           World International, Inc., Application Consultants,
                           Inc., Timothy L. McClung, Darren L. Schaefer, Warren
                           Shawn Kissman, Timothy L. Woods and Dennis J.
                           Johanningmeier filed as Exhibit 2.1 to the Form 8-K
                           dated October 4, 2000 is incorporated herein by
                           reference.

                  (c)      Amended and Restated Agreement by and among Active
                           Link Communications, Inc., ALCI Acquisition Corp.,
                           Mobility Concepts, Inc., Timothy Ells, and James
                           Ciccarelli filed as Exhibit 2.1 to the Form 8-K dated
                           November 8, 2002 is incorporated herein by reference.

         3. Articles of Incorporation and Bylaws.

                  (a)      Articles of Incorporation, as amended, filed as
                           Exhibit 3(a) to the Registration Statement on Form
                           SB-2 (File No. 33-87808) is incorporated herein by
                           this reference.

                  (b)      Amended and restated bylaws.

                  (c)      Articles of Amendment to the Articles of
                           Incorporation of Communications World International,
                           Inc. filed as Exhibits 2 and 3 to the Form 8-K dated
                           October 16, 1997 is incorporated herein by this
                           reference.

                  (d)      Articles of Amendment to the Articles of
                           Incorporation dated August 4, 1998 filed as Exhibit
                           3(d) to the report on Form 10-KSB for the year ended
                           April 30, 1998 is incorporated herein by this
                           reference.

                  (e)      Articles of Amendment to the Articles of
                           Incorporation dated March 23, 1999.(1)



                                       14
<PAGE>

                  (f)      Articles of Amendment to the Articles of
                           Incorporation dated November 8, 2000.

         10. Material Contracts

                  (a)      Amended and Restated 1997 Stock Option Plan filed as
                           Exhibit 10(k) to the Report on From 10-KSB for the
                           year ended April 30, 1998 is incorporated herein by
                           this reference.

                  (b)      1998 Stock Incentive Plan. (1)

                  (c)      1999 Non-discretionary stock option plan. (1)

                  (d)      Consulting agreement between Registrant and Bathgate
                           McColley Capital Group LLC, dated January 3, 2000
                           filed as Exhibit 10 to the Report on Form 10-KSB for
                           the year ended April 30, 2000 is incorporated herein
                           by this reference.

                  (e)      Settlement Agreement and Release of Claims effective
                           July 30, 2001, between Registrant and Toshiba
                           American Information Systems, Inc. and Promissory
                           Note dated July 30, 2001, in the amount of
                           $807,536.07.

                  (f)      Registration Rights Agreement among Active Link
                           Communications, Inc. and Timothy Ells filed as
                           Exhibit 2.1 to the Form 8-K dated November 8, 2002 is
                           incorporated herein by reference.

                  (g)      Employment Agreement between Active Link
                           Communications, Inc. and Timothy Ells filed as
                           Exhibit 2.1 to the Form 8-K dated November 8, 2002 is
                           incorporated herein by reference.

                  (h)      Employment Agreement between Mobility Concepts, Inc.
                           and Tamara Ells filed as Exhibit 2.1 to the Form 8-K
                           dated November 8, 2002 is incorporated herein by
                           reference.

                  (i)      Employment Agreement between Active Link
                           Communications, Inc. and David E. Welch.

                  (j.1)    Assignment of Accounts and Security Agreement dated
                           December 21, 2001 with SPECTRUM Commercial Services
                           Company.

                  (j.2)    Guaranty of Timothy Ells for Assignment of Accounts
                           and Security Agreement dated December 21, 2001 with
                           SPECTRUM Commercial Services Company.

                  (j.3)    Guaranty of Tamara Ells for Assignment of Accounts
                           and Security Agreement dated December 21, 2001 with
                           SPECTRUM Commercial Services Company.

                  (k)      Convertible Promissory Note dated November 26, 2001
                           between Active Link Communications, Inc. and James
                           Ciccarelli.

                  (l.1)    Promissory Note dated May 28, 2002 between Fujitsu PC
                           Corporation and Mobility Concepts, Inc. in the amount
                           of $2,611,871.07.

                  (l.2)    Guaranty of Timothy Ells and Tamara Ells for
                           Promissory Note dated May 28, 2002 between Fujitsu PC
                           Corporation and Mobility Concepts, Inc.



                                       15
<PAGE>

                  (m.1)    Stock Purchase Agreement dated June 5, 2002 between
                           Unisource Cap LLC and Active Link Communications,
                           Inc.

                  (m.2)    Amendment to Stock Purchase Agreement dated June 5,
                           2002 between Unisource Cap LLC and Active Link
                           Communications, Inc.

               (1) Filed as an exhibit to the Report on Form 10-SB, as
               amended and incorporated herein by this reference.

(b) Reports on Form 8-K

The Company filed one Form 8-K during the last quarter of the fiscal year ending
March 31, 2002.

                  (a)      Form 8-K/A filed January 15, 2002 amended Form 8-K
                           filed on November 19, 2001 to add the financial
                           statements of business acquired.



                                       16
<PAGE>




                          INDEX TO FINANCIAL STATEMENTS

<Table>
<Caption>

                                                                                                            Page

<S>                                                                                                       <C>
Consolidated Financial Statements

         Independent Auditors' Report Year Ended March 31, 2002                                              F-1
         Independent Auditors' Report Year Ended March 31, 2001                                              F-2
         Consolidated Balance Sheet - March 31, 2002                                                         F-3
         Consolidated Statements of Operations - for the Years Ended
             March 31, 2002 and 2001                                                                         F-4
         Consolidated Statements of Stockholders' Deficit - for the Years Ended
             March 31, 2002 and 2001                                                                         F-5
         Consolidated Statements of Cash Flows - for the Years Ended
            March 31, 2002 and 2001                                                                       F-6, 7
         Notes to Consolidated Financial Statements                                                       F-8-27
</Table>




                                       17
<PAGE>



                          INDEPENDENT AUDITOR'S REPORT



Board of Directors
Active Link Communications, Inc.
Englewood, Colorado


We have audited the accompanying consolidated balance sheet of Active Link
Communications, Inc. and subsidiaries as of March 31, 2002, and the related
consolidated statements of operations, stockholders' deficit, and cash flows for
the year then ended. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. 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 audit provides 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 Active Link
Communications, Inc. and subsidiaries as of March 31, 2002 and the results of
their operations and their cash flows for the year then ended, in conformity
with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 3 to the
consolidated financial statements, the Company has suffered recurring losses
from operations and has a working capital deficiency. These factors raise
substantial doubt about the Company's ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 3. The
consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.



HEIN + ASSOCIATES LLP

Denver, Colorado
May 17, 2002



                                      F-1
<PAGE>




                          INDEPENDENT AUDITORS' REPORT



To the Board of Directors of
Active Link Communications, Inc.

We have audited the accompanying statements of operations, stockholders' equity
and cash flows of Active Link Communications, Inc. (formerly known as Mobility
Concepts, Inc.) (the "Company") for the year ended March 31, 2001. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

We conducted our audit 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 audit provides a reasonable basis for our
opinion.

In our opinion, the aforementioned financial statements present fairly, in all
material respects, the results of the Company's operations and its cash flows
for the year ended March 31, 2001 in conformity with accounting principles
generally accepted in the United States.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 3 to the financial
statements, the Company has suffered recurring losses from operations and has a
net working capital deficit raising substantial doubt about its ability to
continue as a going concern. Management's plans in regards to these matters are
also described in Note 3. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.


ALTSCHULER, MELVOIN AND GLASSER LLP




Chicago, Illinois
October 12, 2001




                                      F-2
<PAGE>




                        ACTIVE LINK COMMUNICATIONS, INC.
                                AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                 MARCH 31, 2002
                            (IN THOUSANDS OF DOLLARS)


<Table>
<S>                                                                                       <C>
                                   ASSETS

CURRENT ASSETS:
    Trade accounts receivable, less allowance for doubtful accounts
       of $333                                                                            $      1,632
    Inventory                                                                                      846
    Assets held for sale                                                                           230
    Prepaid expenses and other current assets                                                      397
                                                                                          ------------
         TOTAL CURRENT ASSETS                                                                    3,105

Property and equipment, net                                                                        145
Deposits and other assets                                                                          104
                                                                                          ------------
                  TOTAL ASSETS                                                            $      3,354
                                                                                          ============

                    LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
    Checks issued in excess of funds on deposit                                           $        169
    Trade accounts payable                                                                       6,884
    Revolving line of credit and other short term borrowings                                       779
    Current portion of notes payable, including amounts due to
        related parties of $348                                                                  2,568
    Accrued interest payable                                                                       265
    Accrued expenses, deposits and other liabilities                                             1,895
                                                                                          ------------

              TOTAL CURRENT LIABILITIES                                                         12,560

LONG-TERM LIABILITIES:
    Capital lease obligations                                                                       34
    Notes payable, including amounts due to related parties of $100                                562
                                                                                          ------------
                                                                                                13,156
                                                                                          ------------
COMMITMENTS AND CONTINGENCIES (NOTES 3 AND 7)

STOCKHOLDERS' DEFICIT:
    Convertible preferred stock, $1.00 par value, 3,000,000 shares
        authorized:                                                                                 --
    Common stock, no par value, 75,000,000 shares authorized; 20,659,497
        issued and outstanding shares                                                              268
    Additional paid-in capital                                                                   3,243
    Excess of liabilities assumed over assets acquired, net                                     (4,348)
    Accumulated deficit                                                                         (8,965)
                                                                                          ------------

              TOTAL STOCKHOLDERS' DEFICIT                                                       (9,802)
                                                                                          ------------
                  TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                             $      3,354
                                                                                          ============
</Table>


        The accompanying notes are an integral part of the consolidated
                             financial statements.
                                       F-3


<PAGE>

                        ACTIVE LINK COMMUNICATIONS, INC.
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                       YEARS ENDED MARCH 31, 2002 AND 2001
              (IN THOUSANDS OF DOLLARS EXCEPT LOSS PER SHARE DATA)


<Table>
<Caption>

                                                                           2002              2001
                                                                       ------------      ------------
<S>                                                                    <C>               <C>
REVENUE:
    Direct equipment and service sales                                 $     13,723      $     19,437
    Interest and other income                                                    45                 8
                                                                       ------------      ------------
                                                                             13,768            19,445
                                                                       ------------      ------------
COSTS AND EXPENSES:
    Cost of direct equipment and service sales                               11,676            16,015
    Selling                                                                   1,217             1,027
    General and administrative                                                4,195             2,721
    Interest expense and loan fees, including related party
       interest of $121 in 2002 and $0 in 2001                                1,859               110
    Depreciation and amortization                                               129                22
    Acquisition costs                                                           337                --
                                                                       ------------      ------------
                                                                             19,413            19,895
                                                                       ------------      ------------

LOSS FROM CONTINUING OPERATIONS                                              (5,645)             (450)

DISCONTINUED OPERATIONS
    Loss from discontinued operations                                        (1,002)               --
    Loss on disposal of discontinued operations                              (1,345)               --
                                                                       ------------      ------------
                                                                             (2,347)               --

NET LOSS                                                               $     (7,992)     $       (450)
                                                                       ============      ============

LOSS PER COMMON SHARE:
    Basic and Diluted:
       Loss from continuing operations                                 $       (.40)     $       (.05)
       Loss from discontinued operations                                       (.16)               --
                                                                       ------------      ------------

       Net loss                                                        $       (.56)     $       (.05)
                                                                       ============      ============

    WEIGHTED - AVERAGE NUMBER OF OUTSTANDING COMMON SHARES
    Basic and Diluted                                                    14,300,003         9,959,651
                                                                       ============      ============
</Table>


        The accompanying notes are an integral part of the consolidated
                             financial statements.



                                      F-4
<PAGE>

                        ACTIVE LINK COMMUNICATIONS, INC.
                                AND SUBSIDIARIES
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
                       YEARS ENDED MARCH 31, 2002 AND 2001
               (IN THOUSANDS OF DOLLARS EXCEPT SHARE INFORMATION)


<Table>
<Caption>

                                                                             Excess of
                                       Common Stock                          Liabilities
                                 -----------------------     Additional      over Assets    Accumulated     Stockholders'
                                   Shares       Amount     Paid-in Capital    Acquired        Deficit         Deficit
                                 ----------   ----------   ---------------   -----------    ------------    ------------

<S>                               <C>         <C>          <C>                <C>           <C>             <C>
BALANCES, APRIL 1, 2000           9,959,651   $       --   $            67    $       --    $       (523)   $       (456)

Net loss                                 --           --                --            --            (450)           (450)
                                 ----------   ----------   ---------------    ----------    ------------    ------------

BALANCES, MARCH 31, 2001          9,959,651           --                67            --            (973)           (906)

Contribution of capital by
shareholder                                                            520                                           520

Acquisition of Active Link
Communications, Inc.             10,366,167           --              (587)       (4,348)             --          (4,935)

Discount and warrants related
to convertible notes                     --           --             2,965            --              --           2,965

Issuance of warrants for
consultants and loan guarantee           --           --               278            --              --             278

Conversion of notes payable         333,679          268                --            --              --             268

Net loss                                 --           --                --            --          (7,992)         (7,992)
                                 ----------   ----------   ---------------    ----------    ------------    ------------

BALANCES, MARCH 31, 2002         20,659,497   $      268   $         3,243    $   (4,348)   $     (8,965)   $     (9,802)
                                 ==========   ==========   ===============    ==========    ============    ============
</Table>





        The accompanying notes are an integral part of the consolidated
                             financial statements.


                                      F-5
<PAGE>




                        ACTIVE LINK COMMUNICATIONS, INC.
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                       YEARS ENDED MARCH 31, 2002 AND 2001
                            (IN THOUSANDS OF DOLLARS)

<Table>
<Caption>

                                                                       2002               2001
                                                                    ------------      ------------
<S>                                                                 <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss from continuing operations                             $     (5,645)     $       (450)
    Adjustments to reconcile to net cash used in
       operating activities, net of effect of acquisitions:
          Depreciation and amortization                                      129                22
          Amortization of debt discount and debt issuance costs            1,636                --
          Provision for losses on accounts                                   365               124
          Warrants issued for services                                       192                --
          Changes in operating assets and liabilities:
              Trade accounts receivable                                    1,512            (1,550)
              Inventories                                                     65               667
              Prepaid expenses                                              (127)              (12)
              Deposits and other assets                                      558                12
              Checks issued in excess of funds on deposit                   (720)              890
              Trade accounts payable                                         599               200
              Accrued expenses, deposits and other liabilities            (1,252)               --
                                                                    ------------      ------------
          Net cash used in continuing operating activities                (2,688)              (97)
                                                                    ------------      ------------

    Loss from discontinued operations
          Loss from discontinued operations                               (2,347)               --
          Changes in assets and liabilities                                4,194                --
                                                                    ------------      ------------
          Net cash provided by discontinued operations                     1,847                --
                                                                    ------------      ------------

NET CASH USED IN TOTAL OPERATING ACTIVITIES                                 (841)              (97)
                                                                    ------------      ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Capital expenditures                                                     (39)               (1)
    Pre acquisition advances to parent                                      (189)               --
    Proceeds from (advances to) officer, net                                  --              (295)
                                                                    ------------      ------------
          Net cash used in investing activities                             (228)             (296)
                                                                    ------------      ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Net borrowings under line-of-credit agreement                            199               257
    Payments of notes payable                                             (1,387)             (233)
    Repayment of capital lease obligations                                   (14)               --
    Issuance of convertible debt                                           1,725                --
    Proceeds from long-term debt                                              --               200
    Contribution from shareholder                                            520                --
                                                                    ------------      ------------
          Net cash provided by financing activities                        1,043               224
                                                                    ------------      ------------

          Net increase (decrease) in cash and cash equivalents               (26)             (169)

CASH AND CASH EQUIVALENTS AT BEGINNING OF THE YEAR                            26               195
                                                                    ------------      ------------

CASH AND CASH EQUIVALENTS AT END OF THE YEAR                        $          0      $         26
                                                                    ============      ============
</Table>

        The accompanying notes are an integral part of the consolidated
                             financial statements.



                                      F-6
<PAGE>


                        ACTIVE LINK COMMUNICATIONS, INC.
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                       YEARS ENDED MARCH 31, 2002 AND 2001
                            (IN THOUSANDS OF DOLLARS)


<Table>
<Caption>

                                                                           2002              2001
                                                                       ------------      ------------
<S>                                                                    <C>               <C>
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
    Interest paid                                                      $        211      $        106

NON-CASH FINANCING ACTIVITIES:
     Issuance of stock options and warrants to outside consultants              278
     Conversion of notes payable to common stock                                268                --
     Issuance of common stock in reverse acquisition                         (4,348)               --
     Warrant issued as debt issuance cost                                     2,965                --
</Table>



        The accompanying notes are an integral part of the consolidated
                             financial statements.


                                      F-7
<PAGE>




                        ACTIVE LINK COMMUNICATIONS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(1)      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         PRESENTATION

         The consolidated financial statements presented are those of Active
         Link Communications, Inc., and its subsidiaries, Mobility Concepts,
         Inc., CommWorld Acquisition Corporation, IAC Acquisition Corporation,
         and Digital Telecom, Inc. (collectively, the "Company"). References to
         "Active Link" relate to transactions of Active Link Communications and
         its subsidiaries prior to the merger with Mobility Concepts, Inc.
         ("Mobility") discussed in Note 2. References to Mobility relate to
         transactions of Mobility Concepts, Inc. prior to the merger discussed
         in Note 2. All significant intercompany balances and transactions have
         been eliminated in consolidation.

         ORGANIZATION AND NATURE OF OPERATIONS

         Active Link was incorporated under Colorado law in 1983 and has its
         principal executive offices at 1840 Centre Point Drive, Naperville,
         Illinois 60563. The Company currently markets mobile computing
         solutions, equipment and support to customers nationwide and is
         discontinuing it voice communications products and related technical
         services.

         REVENUE RECOGNITION

         Equipment Sales

         Revenue from the sale of equipment is recognized as products are
         shipped and title has passed to the customer. Typically, equipment is
         not purchased from a supplier until an order has been received and
         processed from a customer.

         Service Sales

         Revenue generated from help desk services are recognized upon
         completion of the service. Generally, help desk services are generated
         from a contract that stipulates a monthly fee or a one-time upfront
         payment. In the case of a prepayment, the revenue is booked as deferred
         revenue and recognized over the life of the contract. Otherwise help
         desk services are billed on a monthly basis.

         Service contracts, including labor, warranty and non-warranty repairs
         done on behalf of equipment manufacturers are billed on a time and
         materials basis upon completion of the service.

         USE OF ESTIMATES

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



                                      F-8
<PAGE>

                        ACTIVE LINK COMMUNICATIONS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(1)      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         INVENTORY

         Inventory is generally valued at the lower of actual cost or estimated
         market value and includes new, used and replacement stock items.

         PROPERTY AND EQUIPMENT

         Property and equipment are stated at cost. Depreciation of property and
         equipment is calculated using the straight-line method over the
         estimated useful lives (ranging from 3 to 7 years) of the respective
         assets. The cost of normal maintenance and repairs is charged to
         operating expenses as incurred. Material expenditures, which increase
         the life of an asset, are capitalized and depreciated over the
         estimated remaining useful life of the asset. The cost of properties
         sold, or otherwise disposed of, and the related accumulated
         depreciation or amortization are removed from the accounts, and any
         gains or losses are reflected in current operations.

         NET LOSS PER COMMON SHARE

         The Company has adopted SFAS No. 128 which establishes standards for
         computing and presenting earnings per share (EPS) for entities with
         publicly held common stock. The standard requires presentation of two
         categories of EPS - basic EPS and diluted EPS. Basic EPS excludes
         dilution and is computed by dividing income available to common
         stockholders by the weighted-average number of common shares
         outstanding for the year. Diluted EPS reflects the potential dilution
         that could occur if securities or other contracts to issue common stock
         were exercised or converted into common stock or resulted in the
         issuance of common stock that then shared in the earnings of the
         Company. Potential dilutive securities include options, convertible
         debt and warrants for the purchase of approximately 10,440,000 and 0
         shares of common stock as of March 31, 2002 and March 31, 2001,
         respectively. All potential dilutive securities are antidilutive as a
         result of the Company's net loss for the years ended March 31, 2002 and
         March 31, 2001. Accordingly, basic and diluted EPS are the same for
         each year. The EPS calculation for the years ended March 31, 2002 and
         2001, was performed assuming the historical 440 shares outstanding for
         Mobility was converted into the 9,959,651 Active Link shares as of
         March 31, 2001.

         The Company is holding 250,000 shares of its Common Stock in escrow as
         collateral for any adjustments necessary to the financial statements of
         a company that Active Link had acquired prior to the merger with
         Mobility. These shares have not been reflected as outstanding nor
         included in the net loss per common share calculation.




                                      F-9
<PAGE>

                        ACTIVE LINK COMMUNICATIONS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(1)      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         INCOME TAXES

         The Company provides for income taxes using the asset and liability
         method as prescribed by Statement of Financial Accounting Standards No.
         109, Accounting for Income Taxes. Under the asset and liability method,
         deferred tax assets and liabilities are recognized for the future tax
         consequences attributable to differences between the financial
         statement carrying amount of existing assets and liabilities and their
         respective tax bases. Deferred tax assets and liabilities are measured
         using enacted tax rates expected to apply to taxable income in the
         years in which those temporary differences are expected to be recovered
         or settled. Under Statement 109, the effect on deferred tax assets and
         liabilities of a change in tax rates is recognized in income in the
         period that includes the enactment date.

         FINANCIAL INSTRUMENTS

         The carrying value of financial instruments potentially subject to
         valuation risk, consisting principally of cash and cash equivalents,
         accounts receivable, notes receivable, accounts payable and notes
         payable approximates fair value, because of the short-term maturity of
         these instruments or actual interest rates that approximate the
         Company's effective borrowing rate, with the exception of certain notes
         payable. These notes had a balance of $1,057,000 at March 31, 2002 with
         interest rates from 0% to 8%. As a result of current financial
         difficulties, the Company currently cannot determine its effective
         borrowing rate and therefore cannot determine the fair value of these
         notes.

         COMPREHENSIVE INCOME

         Components of comprehensive income are net income and all other
         non-owner changes in equity. SFAS No. 130 requires an enterprise to (a)
         classify items of other comprehensive income by their nature in a
         financial statement, and (b) display the accumulated balance of other
         comprehensive income separately from retained earnings and additional
         paid-in capital in the equity section of a statement of financial
         position. The Company has no items of other comprehensive income at
         March 31, 2002 or 2001, respectively.




                                      F-10
<PAGE>
                        ACTIVE LINK COMMUNICATIONS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1)      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         New Accounting Pronouncements

         In June 2001, the Financial Accounting Standards Board ("FASB") issued
         Statements of Financial Accounting Standards No. 141 "Business
         Combinations" ("SFAS 141") and No. 142 "Goodwill and Other Intangible
         Assets" ("SFAS 142"). SFAS 141 requires all business combinations
         initiated after June 30, 2001 to be accounted for under the purchase
         method. For all business combinations for which the date of acquisition
         is after June 30, 2001, SFAS 141 also establishes specific criteria for
         the recognition of intangible assets separately from goodwill and
         requires unallocated negative goodwill to be written off immediately as
         an extraordinary gain, rather than deferred and amortized. SFAS 142
         changes the accounting for goodwill and other intangible assets after
         an acquisition. The most significant changes made by SFAS 142 are: 1)
         goodwill and intangible assets with indefinite lives will no longer be
         amortized; 2) goodwill and intangible assets with indefinite lives must
         be tested for impairment at least annually; and 3) the amortization
         period for intangible assets with finite lives will no longer be
         limited to forty years. The Company does not believe that the adoption
         of these statements will have a material effect on its financial
         position, results of operations, or cash flows.

         In June 2001, the FASB also approved for issuance SFAS 143 "Asset
         Retirement Obligations." SFAS 143 establishes accounting requirements
         for retirement obligations associated with tangible long-lived assets,
         including (1) the timing of the liability recognition, (2) initial
         measurement of the liability, (3) allocation of asset retirement cost
         to expense, (4) subsequent measurement of the liability and (5)
         financial statement disclosures. SFAS 143 requires that an asset
         retirement cost should be capitalized as part of the cost of the
         related long-lived asset and subsequently allocated to expense using a
         systematic and rational method. The Company will adopt the statement
         effective no later than January 1, 2003, as required. The transition
         adjustment resulting from the adoption of SFAS 143 will be reported as
         a cumulative effect of a change in accounting principle. At this time,
         the Company cannot reasonably estimate the effect of the adoption of
         this statement on its financial position, results of operations, or
         cash flows.



                                      F-11
<PAGE>
                        ACTIVE LINK COMMUNICATIONS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



(1)      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         New Accounting Pronouncements (continued)

         In August 2001, the FASB also approved SFAS 144, Accounting for the
         Impairment or Disposal of Long-Lived Assets. SFAS 144 replaces SFAS
         121, Accounting for the Impairment of Long-Lived Assets and for
         Long-Lived Assets to Be Disposed Of. The new accounting model for
         long-lived assets to be disposed of by sale applies to all long-lived
         assets, including discontinued operations, and replaces the provisions
         of APB Opinion No. 30, Reporting Results of Operations-Reporting the
         Effects of Disposal of a Segment of a Business, for the disposal of
         segments of a business. Statement 144 requires that those long-lived
         assets be measured at the lower of carrying amount or fair value less
         cost to sell, whether reported in continuing operations or in
         discontinued operations. Therefore, discontinued operations will no
         longer be measured at net realizable value or include amounts for
         operating losses that have not yet occurred. Statement 144 also
         broadens the reporting of discontinued operations to include all
         components of an entity with operations that can be distinguished from
         the rest of the entity and that will be eliminated from the ongoing
         operations of the entity in a disposal transaction. The provisions of
         Statement 144 are effective for financial statements issued for fiscal
         years beginning after December 15, 2001 and, generally, are to be
         applied prospectively. The Company does not believe that the adoption
         of this statement will have a material effect on its financial
         position, results of operations, or cash flows.

         In April 2002, the FASB approved SFAS 145, Rescission of FASB
         Statements No. 4, 44 and 64, Amendment of SFAS 13, and Technical
         Corrections. SFAS 145 rescinds previous accounting guidance, which
         required all gains and losses from extinguishment of debt be classified
         as an extraordinary item. Under FAS 145 classification of debt
         extinguishment depends on the facts and circumstances of the
         transaction. SFAS 145 is effective for fiscal years beginning after May
         15, 2002. The company does not expect SFAS 145 to have a material
         impact on its financial statements.

(2)      ACQUISITION OF MOBILITY CONCEPTS, INC.

         On November 8, 2001, the Company completed a business combination with
         Mobility Concepts, Inc. The Company issued to the former sole
         shareholder of Mobility 9,959,651 shares of its restricted common stock
         in exchange for all the outstanding shares of Mobility Concepts which
         total 440 shares. The shares issued constitute 49% of the common stock
         of the Company after completion of the merger, valued at $1.01 per
         share on the date of closing, and a contingent issuance to maintain his
         49% stock ownership if the Company issues up to $1,000,000 in
         additional Active Link Communications, Inc. securities for cash during
         the period from the Closing Date through March 31, 2002. At March 31,
         2002 1,201,250 shares of the Company's common stock would be issued to
         the shareholder if convertible debt securities sold during the period
         from the Closing Date to March 31, 2002, is converted. The issuance of
         49% of the common stock of the Company to the former sole shareholder
         of Mobility, the shareholders right to appoint a majority of the
         directors of the Company and the continuation of Mobility's management
         team is deemed to constitute a change of control of Active Link.



                                      F-12
<PAGE>
                        ACTIVE LINK COMMUNICATIONS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(2)      ACQUISITION OF MOBILITY CONCEPTS, INC. (CONTINUED)

         As a result of the change in control discussed above, for financial
         reporting purposes, the acquisition of Mobility by Active Link has been
         treated as a reverse acquisition. Mobility is the continuing entity for
         financial reporting purposes and as a result of Active Link's plan to
         sell all of its operations at the time of the merger, the acquisition
         has been treated as a recapitalization of Mobility. Accordingly, no
         goodwill or intangibles have been recorded as a result of this
         acquisition. The net assets of Active Link acquired in the transaction
         are recorded at their historical recorded value, which approximates
         their fair market value. This resulted in the recording of liabilities
         in excess of assets of $4,348,000 as a deficit in the equity section of
         the financial statements after eliminating the common stock and
         additional paid in capital accounts totaling $13,336,000 at the date of
         acquisition. The historical financial statements prior to the
         acquisition are the financial statements of Mobility. The number of
         common shares outstanding (440 on a historical basis) has been adjusted
         retroactively to reflect the issuance of 9,959,651 shares as if the
         merger occurred on March 31, 2000. The results of operations of Active
         Link's remaining preacquisition operations, voice communications, have
         been reflected as discontinued operations from the date of the
         acquisition of Mobility to March 31, 2002. For legal purposes, however,
         Active Link will remain the surviving entity. If the merger had
         occurred on April 1, 2001, on a Proforma basis, there would have been
         no change to reported revenue, as all the historical operations of
         Active Link Communications are reflected with Discontinued Operations.
         On a Proforma basis, if the merger was completed on April 1, 2001, the
         net loss would have been approximately $13,293,000 (unaudited) instead
         of the reported $7,992,000, and the loss per a share would have been
         approximately $(.64) (unaudited) instead of the reported $(.56).

         At March 31, 2002 the Company has accrued approximately $535,000 for
         future operating losses and expenses associated with the discontinued
         operations.

(3)      GOING CONCERN, RESULTS OF OPERATIONS, AND MANAGEMENT'S PLANS

         The Company's financial statements for the year ended March 31, 2002
         have been prepared on a going concern basis, which contemplates the
         realization of assets and the settlement of liabilities and commitments
         in the normal course of business. The Company has historically reported
         net losses, including reporting a loss from continuing operations of
         $5,645,000 for the fiscal year ended March 31, 2002 and has a working
         capital deficit of $9,455,000 as of March 31, 2002. The working capital
         deficit includes Subordinated Convertible Notes and accrued interest of
         approximately $2,566,000 due September 30, 2002, which is convertible
         into the Company's common stock at $.80 per common share. The Company
         is not generating sufficient cash flow from operations to fund
         operations or to repay obligations as they become due.



                                      F-13
<PAGE>

                        ACTIVE LINK COMMUNICATIONS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(3)      GOING CONCERN, RESULTS OF OPERATIONS, AND MANAGEMENT'S PLANS
         (CONTINUED)

         The Company's operations have historically been adversely affected by a
         lack of working capital. The Company uses lines of credit from a
         lending institution, which are limited to the extent of available
         collateral. The Company's lines of credit are fully utilized to the
         extent of available collateral at March 31, 2002. Additionally, the
         Company is currently in default under the payment terms on many of its
         other notes, including a note with a telecommunications vendor
         associated with the Company's discontinued operations. Furthermore, the
         Company's major product vendor, for its continuing operations, has
         notified the Company it will only sell to the Company on a cash basis.
         The lack of available funding impedes the Company's ability to fund
         additional product purchases and to expand its business operations.
         Subsequent to year end the Company reached an agreement with the vendor
         to restructure amounts owed the vendor. Payment of the obligation has
         been personally guaranteed by the President and CEO and major
         shareholder of the Company.

         To address its cash flow concerns, subsequent to the merger, the
         Company sold three separate series of convertible notes during fiscal
         2002. The proceeds from these notes was used to fund operations of the
         Company. The notes consisted of the following:

                  o        $500,000 Due in May 2002, secured by certain assets
                           of the former voice communications operations
                           (currently in default.)

                  o        $200,000 Due in April 2002, unsecured (issued to the
                           Company's Chairman of the Board and two shareholders.
                           As of the report date this amount has not been
                           repaid.)

                  o        $500,000 Due in June 2002, unsecured (The Company
                           does not expect to repay the note on its due date.)

         Prior to the merger on September 28, 2001, Mobility's President and CEO
         and sole shareholder deposited $1,500,000 into Mobility. This deposit
         represented (a) the shareholder's payoff of amounts previously advanced
         to him (approximately $580,000, including approximately $20,000 of
         interest, at September 28, 2001), (b) a loan to Mobility of $400,000
         (bearing interest at 6 percent, with monthly principal payments of
         $16,667 beginning October 31, 2001 and the final balance due September
         30, 2003) and (c) the remainder, approximating $520,000, being a
         capital contribution to Mobility.

         Management cannot provide assurance that the Company will ultimately
         achieve profitable operations or be cash positive or raise necessary
         additional debt and/or equity capital. However, based on its prior
         demonstrated ability to raise capital, management believes that the
         Company's capital resources will be adequate to continue operating and
         maintain its business strategy during fiscal 2003. The Company is
         currently attempting to raise between $3,000,000 and $5,000,000 in
         private placements of its common stock and convertible debentures.
         However, if substantial losses continue and/or the Company is unable to
         raise additional capital, liquidity problems could cause the Company to
         curtail operations, liquidate assets, seek additional capital on less
         favorable terms and/or pursue other such actions that could adversely
         affect future operations. These financial statements do not include any
         adjustments relating to the recoverability and classification of assets
         or the amounts and classification of liabilities that might be
         necessary should the Company be unable to continue as a going concern.



                                      F-14
<PAGE>
                        ACTIVE LINK COMMUNICATIONS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(4)      PROPERTY AND EQUIPMENT

         Property and equipment consists of the following at March 31, 2002:


<Table>
<Caption>

                                                                              Estimated
         (In Thousands)                                                      useful life
         --------------                                                      -----------
<S>                                                                          <C>            <C>
         Furniture, fixtures and equipment                                       3-7        $  503
         Software                                                                 5              4
         Leasehold improvements and other                                         5             91
                                                                                            ------
                                                                                               598
           Less accumulated depreciation and amortization                                     (453)
                                                                                            ------
             Property and equipment, net                                                    $  145
                                                                                            ======
</Table>

         Depreciation expense for the years ended March 31, 2002 and 2001 was
         $129 and $22 respectively.

(5)      REVOLVING LINE OF CREDIT AND OTHER SHORT TERM BORROWINGS

         In January 2002 the Company extended its revolving line of credit
         agreement for its voice operations. Interest, at the rate of prime plus
         3.5% per annum, was due monthly. The revolving line of credit was
         collateralized by substantially all of the assets of the Company. At
         March 31, 2002 the Company had outstanding borrowings on the line of
         credit of $250,000. Subsequent to year end the line was repaid in full.

         In December 2001 the Company entered into a financing agreement with a
         finance company to provide a revolving loan facility. The agreement
         permits the Company to sell with recourse trade accounts receivable up
         to $3,000,000, is due on demand and is subject to certain collateral
         limitations and covenants primarily related to borrowing issuances.
         Interest, at the rate of approximately 26% per annum, is due upon final
         settlement of each purchased invoice. The agreement is collateralized
         by substantially all of the assets of the Company. The agreement
         expires in June 2002 and will be automatically renewed for an
         additional six month period. At March 31, 2002, the Company had
         outstanding borrowings of $329,000.

         Prior to its merger with Mobility Concepts, Active Link entered into a
         short term borrowing agreement with a bank for a $200,000 line of
         credit. The Chairman of the Company's Board of Directors and two of the
         Company's stockholders have personally guaranteed the line of credit.
         The stockholders receive 15,000 warrants exercisable at $.80 until
         August 2006 for each month the personal guarantees are in place. At
         March 31, 2002, 105,000 warrants have been issued. The line of credit
         was fully utilized at March 31, 2002.



                                      F-15
<PAGE>

                        ACTIVE LINK COMMUNICATIONS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(6)      NOTES PAYABLE

         Notes payable consist of the following at March 31, 2002:

         The following table and narrative discusses the convertible notes which
         were entered into by Active Link prior to its merger with Mobility
         Concepts:

<Table>
<S>                                                                                     <C>
                Convertible notes payable ($2,300,000 less unamortized
                discount of $1,173,000) The terms of the convertible notes are
                as follows:                                                             $1,127,000

                Prior to its merger with Mobility Concepts Active Link sold
                $1,450,000 of Units of Subordinated Convertible Notes and Common
                Stock Purchase Warrants (Unit Offering). Each Unit consisted of
                a $50,000 Note and 20,000 Warrants for a purchase price of
                $50,400. Each Note was convertible into Common Stock at $1.50
                per share which may be lowered under certain circumstances.
                During fiscal 2002 the per share conversion was lowered to $.80,
                this resulted in an additional discount of $1,900,000 being
                recorded. Each Warrant is exercisable at $.40 per share until
                September 30, 2004. Principal and interest on the notes is due
                the earlier of September 30, 2002, the date of receipt of an
                equity financing in excess of $4,000,000 or the date the Company
                consummates a merger with another entity in which the Company's
                shareholders receive a minimum of $10,000,000. The notes bear
                interest at 8% per annum. At March 31, 2002, $275,000 of the
                notes have been converted.

                In November 1999, an additional sale $750,000 of the Notes and
                Warrants was made to two institutional investors. The terms of
                these transactions were similar to the Unit Offering, with
                certain exceptions. The Company agreed to register the common
                stock, which may be received upon conversion of these notes. The
                registration statement was not declared effective by April 30,
                2000, and as a result the institutional investors have the right
                to accelerate the maturity date of their notes to six months
                from the date of exercise of this acceleration right. If the
                institutional investors exercise the right to accelerate the
                maturity of their notes, the Company has the right to call the
                Warrants, however the exercise price will be reduced from $.60
                to $.40. Any warrants not exercised at .40 will be redeemed at
                $.02 per Warrant. The Company is also restricted in its ability
                to prepay these notes. In October 2000, the Company sold an
                additional $375,000 of Subordinated Convertible Notes, due
                September 30, 2002, to these institutional investors. In
                connection with this transaction the Company modified the
                interest payment terms of the Notes made in November 1999 and
                paid the accrued interest on these Notes. The Company also
                agreed to thereafter pay interest monthly on the Notes made in
                November 1999 and October 2000.
</Table>





                                      F-16
<PAGE>
                        ACTIVE LINK COMMUNICATIONS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(6)      NOTES PAYABLE (CONTINUED)

<Table>
<S>                                                                               <C>
                In conjunction with above Unit offering the Company sold
                warrants as part of the Subordinated Convertible Note offering
                with a fair value of $606,000 to the investors in the notes. The
                estimated fair value of the warrants is treated as a discount on
                the long-term debt and is being amortized over the three year
                term of the loan. The fair values of these warrants were
                estimated on the dates of grant using the Black-Scholes pricing
                model with the following assumptions: common stock based on
                quoted market prices of $.8125 - $1.35; zero dividends; expected
                volatility of 102.6%; risk free interest rate of approximately
                5.5%; and an expected life of two years.
</Table>


         The following table and narrative discusses the convertible notes
         issued by the Company after the merger with Mobility:

<Table>
<S>                                                                               <C>
                Convertible notes payable ($125,000 less unamortized discount
                of $68,000)                                                           57,000

                During fiscal 2002 the Company sold of $125,000 of Units of
                Subordinated Convertible Notes and Common Stock Purchase
                Warrants (Unit Offering). Each Unit consisted of a $50,000 Note
                and 20,000 Warrants for a purchase price of $50,500. The notes
                bear interest at 10% per annum. Each Note is convertible into
                Common Stock at $.80 per share. The Company recorded a discount
                of $66,000 for the beneficial conversion feature, which is being
                amortized to interest over the term of the notes. Each Warrant
                is exercisable at $.80 per share until October 31, 2006. The
                Company recorded a fair value of the warrants of $26,000. The
                estimated fair value of the warrants is treated as a discount on
                the debt and is being amortized over the term of the loans. The
                fair values of these warrants were estimated on the dates of
                grant using the Black-Scholes pricing model with the following
                assumptions: common stock based on quoted market prices of $.92
                - $1.25; zero dividends; expected volatility of 134%; risk free
                interest rate of approximately 4.5%; and an expected life of
                five years.
</Table>


                                      F-17
<PAGE>

                        ACTIVE LINK COMMUNICATIONS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(6)      NOTES PAYABLE (CONTINUED)

<Table>
<S>                                                                               <C>
                Convertible notes payable ($200,000 less unamortized discount of
                $35,000)                                                                165,000

                In November 2001, the Company received proceeds of $200,000 from
                the sale of unsecured notes and warrants to its Chairman of the
                Board of Directors and two shareholders. The Notes bear interest
                at 12% per annum and are convertible into Common Stock at $.80
                per share and are due April 27, 2002.The Company did not repay
                the notes on their due date. The warrants are exercisable into
                200,000 shares of Common Stock at $.80 per share until November
                26, 2006. The fair value of the conversion feature of the notes
                and the fair value of the warrants exceed the face amount of the
                notes, therefore, the face value of the notes, $200,000, was
                recorded as a discount and is being amortized over the term of
                the notes.

                Convertible loan payable ($420,000 less unamortized discount of
                $98,000)                                                                322,000

                In December 2001, the Company closed on a $500,000 loan
                collateralized by a second interest in telecom accounts
                receivable and certain other assets. The loan matures on April
                27, 2002 and is payable with interest at 12% per annum. The loan
                was not repaid or converted on the due date. Interest and
                principal are convertible at the option of the lenders into the
                Company's common stock at $.80 per share. The Company recorded a
                discount of $343,000 for the beneficial conversion feature,
                which is being amortized to interest over the term of the notes.
                In addition, warrants were issued to purchase up to 360,000
                shares of the Company's common stock at $.80 with a fair value
                of $118,000 to the investors in the notes. The estimated fair
                value of the warrants is treated as a discount on the debt and
                is being amortized over the term of the loans. The fair values
                of these warrants were estimated on the dates of grant using the
                Black-Scholes pricing model with the following assumptions:
                common stock based on quoted market prices of $.92 - $1.25; zero
                dividends; expected volatility of 134%; risk free interest rate
                of approximately 4.5%; and an expected life of five years.
</Table>


                                      F-18
<PAGE>
                        ACTIVE LINK COMMUNICATIONS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(6)      NOTES PAYABLE (CONTINUED)

<Table>
<S>                                                                               <C>
                Convertible loan payable ($500,000 less unamortized discount of
                $235,000)                                                                265,000

                In February 2002, the Company closed on a $500,000 loan
                collateralized by a second interest in telecom accounts
                receivable and certain other assets. The loan matures on June
                21, 2002 and is payable with interest at 12% per annum. The loan
                was not repaid or converted on the due date. Interest and
                principal are convertible at the option of the lenders into the
                Company's common stock at $.80 per share. The Company recorded a
                discount of $203,000 for the beneficial conversion feature,
                which is being amortized to interest over the term of the notes.
                In addition, warrants were issued to purchase up to 250,000
                shares of the Company's common stock at $.80 with a fair value
                of $141,000 to the investors in the notes. The estimated fair
                value of the warrants is treated as a discount on the debt and
                is being amortized over the term of the loans. The fair values
                of these warrants were estimated on the dates of grant using the
                Black-Scholes pricing model with the following assumptions:
                common stock based on quoted market prices of $.92 - $1.25; zero
                dividends; expected volatility of 134%; risk free interest rate
                of approximately 4.5%; and an expected life of five years.

        Supplier note payable entered into by Active Link prior to its merger
        with Mobility:

                In July 2001, in conjunction with the termination of its                 688,000
                franchise program Active Link negotiated a restructuring
                of existing amounts payable into a long-term note. The vendor
                forgave $300,000 of the amounts payable, the Company will pay
                $20,000 per month with no interest for the first twelve (12)
                months and $20,000 per month plus interest at 6.75% per annum
                for the remaining term of the note. At March 31, 2002 the
                Company was in default on the payments due on the note.


        Notes payable to sellers of companies acquired by Active Link prior to its
        merger with Mobility:                                                            183,000

        Note payable to officer (Note 2)                                                 323,000
                                                                                     -----------

                           Total notes payable                                         3,130,000
                           Less current maturities                                    (2,568,000)
                                                                                     -----------

                                   Notes payable less current maturities             $   562,000
                                                                                     ===========
</Table>



                                      F-19
<PAGE>
                        ACTIVE LINK COMMUNICATIONS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(6)      NOTES PAYABLE (CONTINUED)

         The scheduled maturities of notes payable by fiscal year, exclusive of
         the discount, are, $4,178,000 in 2003, $394,000 in 2004 and $168,000 in
         2005.


(7)      COMMITMENTS AND CONTINGENCIES

         EMPLOYMENT AGREEMENTS

         The Company has entered into Employment Agreements (the "Agreements")
         with several key individuals. Generally, the terms of these Agreements
         provide for a one year term of employment and a fixed minimum amount of
         annual compensation and bonus-performance incentives. Total
         compensation paid under these Agreements during fiscal years ended
         March 31, 2002 and 2001 was $352,000 and $0, respectively.

         The future minimum payments required under these Agreements at March
         31, 2002 are as follows:

<Table>
<Caption>
                           (In Thousands)
                           --------------
<S>                                                 <C>
                           2003                     $466
                           2004                       55
                                                    ----
                                                    $521
                                                    ====
</Table>

         OPERATING LEASES

         The Company leases office space and related facilities, equipment and
         vehicles under non-cancelable operating leases. Future minimum lease
         payments for such operating leases at March 31, 2002, are as follows:

<Table>
<Caption>

                    Minimum Lease    Amounts Due      Net Minimum
 (In Thousands)       Payments      from Subleases   Lease Payments
---------------     -------------   --------------   --------------
<S>                 <C>              <C>              <C>
  2003              $        594     $        109     $        485
  2004                       492               37              455
  2005                       411               --              411
  2006                       214               --              214
  2007                       108               --              108
  Thereafter                  --               --               --
                    ------------     ------------     ------------

                    $      1,819     $        146     $      1,673
                    ============     ============     ============
</Table>

         Aggregate rental expense, net of sublease rental income of $69,000 and
         $0, under operating leases was $397,000 and $237,000 for the years
         ended March 31, 2002 and 2001, respectively.



                                      F-20
<PAGE>
                        ACTIVE LINK COMMUNICATIONS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



(7)      COMMITMENTS AND CONTINGENCIES (CONTINUED)

         Litigation

         The Company is subject to legal proceedings and claims which have
         arisen in the ordinary course of its business. Some seek payment of
         past due amounts owed by the Company while some of the actions seek
         damages and the Company is unable to estimate the magnitude of its
         exposure at this time. Management believes, based upon discussion with
         counsel, that the outcome of these matters will not have a material
         effect on the Company's financial position; however, there can be no
         assurance in this regard.

(8)      SHAREHOLDERS' EQUITY AND RELATED PARTY TRANSACTIONS

         Active Link has authorized the establishment and designation of shares
         of Series A, B, C, D, E, F, G, H and I Preferred Stock, which may be
         issued with such rights and preferences as determined by the Board of
         Directors. There were no Preferred Stock shares in any series issued
         and outstanding at March 31, 2002.

         COMMON STOCK PURCHASE WARRANTS AND ACQUISITION OPTIONS

         The Company has granted warrants and acquisition options, which are
         summarized as follows:

<Table>
<Caption>
                                                                          Weighted
                                                         Number            Average
                                                        of Shares       Exercise Price
                                                       ------------     --------------
<S>                                                    <C>              <C>
Outstanding, April 1, 2001                                        0                --

   Options or warrants assumed on
   recapitalization (Note 2)                              2,527,361      $       1.74
   Issued                                                 1,115,000               .84
   Expired                                                 (135,000)             1.30
   Exercised                                                     --                --
                                                       ------------

Outstanding, March 31, 2002                               3,507,361      $       1.47
                                                       ============
</Table>




                                      F-21
<PAGE>
                        ACTIVE LINK COMMUNICATIONS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

         COMMON STOCK PURCHASE WARRANTS AND ACQUISITION OPTIONS (CONTINUED)

         Warrants and acquisition options outstanding at March 31, 2002 will
         expire as follows:

<Table>
<Caption>

                                                                Weighted
                                                 Number          Average
               Fiscal Years                     of Shares     Exercise Price
               ------------                   ------------    --------------
<S>                                           <C>             <C>
                   2003                            225,000     $        .94
                   2004                          1,525,530             2.33
                   2005                            763,760              .75
                   2006                             28,071             1.50
                   2007                            610,000              .80
                   2008                            355,000              .80
</Table>

         See Notes 6 and 10 for additional warrants issued.

         OTHER RELATED PARTY TRANSACTIONS

         Active Link has used the services of an investment banker ("BMCG"), as
         a placement agent for offerings in 2002 and 2001 of Common Stock and
         debt. During 2001, BMCG sold an aggregate of $771,000 in equity and
         debt securities on behalf of Active Link. Active Link paid BMCG an
         aggregate of $59,000 in commissions, and issued warrants to purchase an
         aggregate of 28,071 shares of Common Stock. The fair values of these
         warrants were estimated on the date of grants using the Black-Scholes
         pricing model with the following assumptions: common stock based on
         quoted market price of $1.9375; zero dividends; expected volatility of
         103%; risk free interest rate of approximately 5.5%; and an expected
         life of two years. Two principals of BMCG, participated as investors in
         these offerings and are principal shareholders of the Company.

(9)      BENEFIT PLANS

         STOCK OPTIONS

         The 1998 Stock Incentive Plan adopted by Active Link for its employees
         and consultants provides authority for the grant of options to purchase
         up to 2,500,000 shares of common stock. Options are granted at the
         quoted market value on the date of grant. The options granted are
         either exercisable immediately or become exercisable over a three-year
         period and must be exercised within five years from the date of grant.
         At March 31, 2002, the Company had 899,457 options outstanding to
         purchase common stock at prices ranging from $.40 to $4.00 per share,
         with expirations occurring through November of 2006. All options under
         the 1998 Plan were issued at the quoted market value on the date of
         grant.



                                      F-22
<PAGE>
                        ACTIVE LINK COMMUNICATIONS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(9)      BENEFIT PLANS (CONTINUED)

         In fiscal year 1999, Active Link adopted the 1999 Non-discretionary
         Stock Option Plan (the "1999 Plan"), pursuant to which options to
         purchase up to 300,000 shares of Common Stock could be granted to
         non-employee directors of the Company. Options to purchase 10,000
         shares will be granted to any person becoming a director who is not
         employed by the Company or any of its subsidiaries. In addition, each
         non-employee director will receive options to purchase 10,000 shares
         annually commencing February 1, 2000 and ending February 1, 2004.
         Options are granted at the quoted market value on the date of grant.
         The options granted under the 1999 Plan are immediately exercisable and
         must be exercised within five years from the date of grant. If any
         option grant expires or terminates, all shares which were not exercised
         under the option grant will become available for additional awards
         under the 1999 Plan. At March 31, 2002, the Company had 70,000 options
         outstanding to purchase common stock at prices ranging from $.69 to
         $1.88 per share, with expirations occurring through January of 2007.
         All options granted under the 1999 Plan were issued to non-employee
         directors at the quoted market value on the date of grant.

         The following is a summary of the status of options granted under the
         above plans:

<Table>
<Caption>

(In thousands, except for share                      Number            Aggregate        Weighted Average
information)                                        of Shares       Exercise Price      Exercise Price
-------------------------------                   -------------     --------------     -----------------

<S>                                               <C>                <C>                <C>
Balance, April 1, 2001                                        0      $           0      $           0
Options assumed on
recapitalization                                        999,260          1,397,951      $        1.40
Granted                                                 491,101            470,112      $        0.96
Expired                                                (520,904)          (682,462)     $        1.31
                                                  -------------      -------------
Balances, March 31, 2002                                969,457      $   1,185,601      $        1.22
                                                  =============      =============
</Table>


         The weighted average exercise price of options granted during fiscal
         2002 was $0.96 per share. All options were granted at quoted market
         values for periods presented. The weighted fair value of the options
         granted were $.66 for the year ended March 31, 2002.

         Options outstanding at March 31, 2002 will expire as follows:

<Table>
<Caption>

                                                      Weighted
                                      Number          Average
     Fiscal Years                   of Shares     Exercise Price
     ------------                 ------------    --------------
<S>                               <C>             <C>
        2003                           None
        2004                           128,000     $       1.36
        2005                           144,781     $       2.20
        2006                           237,497     $       1.04
        2007                           459,179     $       0.97
</Table>




                                      F-23
<PAGE>
                        ACTIVE LINK COMMUNICATIONS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



(9)      BENEFIT PLANS (CONTINUED)

         STOCK OPTIONS (CONTINUED)

         The Company has adopted the disclosure-only provisions of Statement of
         Financial Accounting Standards No. 123 (SFAS 123), Accounting for
         Stock-Based Compensation. Accordingly, no compensation cost has been
         recognized. Had compensation costs for these option plans been
         determined based on the fair value at the grant date for options
         granted in 2002 , consistent with the provisions of SFAS 123, the
         Company's net loss and net loss per share applicable to common stock
         for 2002 would have been the pro forma amounts indicated below:

<Table>
<Caption>

             (In thousands, except for share
             information)                                     2002
             -------------------------------------          --------
<S>                                                         <C>
             Net loss applicable to common stock -
                 as reported                                $(7,992)
             Net loss applicable to common stock -
                 pro forma                                  $(8,021)
             Loss per common share -
                 as reported                                $(.56)
             Loss per common share -
                 pro forma                                  $(.56)
</Table>

         There were no Options granted to employees in 2001.

         The fair value of each option grant is estimated on the date of grant
         using the Black-Scholes option-pricing model with the following
         assumptions:

<Table>
<Caption>

                                                                      2002
                                                                    --------
<S>                                                                 <C>
                                       Risk-fee interest            4-5%
                                       Expected life                5 years
                                       Expected volatility          114-125%
                                       Expected dividend            $0
</Table>


         The following table summarizes the stock options outstanding granted
         under the Company's stock option plans at March 31, 2002:

<Table>
<Caption>

                             Options Outstanding                 Options Exercisable
                     ----------------------------------    ----------------------------------
     Range of            Number        Weighted Average        Number        Weighted Average
 Exercise Prices      Outstanding       Exercise Price       Exercisable      Exercise Price
 ---------------     --------------    ----------------    --------------    ----------------
<S>                  <C>               <C>                 <C>               <C>
 $   0.40 - 1.00            219,000     $         0.64            197,999     $         0.66
     1.01 - 1.30            453,194               1.04            131,729               1.09
     1.31 - 1.50            167,600               1.48            166,065               1.48
     1.51 - 4.00            129,663               2.51            107,155               2.50
                     --------------                        --------------

 $   0.40 - 4.00            969,457     $         1.22            602,948     $         1.31
                     ==============                        ==============
</Table>



                                      F-24
<PAGE>

                        ACTIVE LINK COMMUNICATIONS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(9)      BENEFIT PLANS (CONTINUED)

         401(k) PLANS

         On August 1, 1985, Active Link established an Employees' Savings Plan
         (ESP) for all full-time employees who have at least ninety days of
         continuous service and who have attained the age of eighteen. Active
         Link may make matching contributions of up to 50% of the participant's
         contribution, made via salary reduction arrangements, as described in
         the ESP. In addition, Active Link may also make an annual contribution
         from its profits. Active Link made no contributions to the ESP in
         fiscal 2002 and Active Link made no contributions prior to its merger
         with Mobility Concepts.

         Mobility provides a 401(k) employee savings plan option to all
         employees who meet certain eligibility requirements as defined by the
         plan. Mobility has elected to make a matching contributions of 25
         percent of the first 4 percent and 10 percent of the next 2 percent of
         employee voluntary contributions. Participants vest in employer
         contributions over a five year period. Mobility matching contributions
         to the plan amount to $17,000 and $15,000 for the years ended March 31,
         2002 and 2001, respectively.

(10)     CONSULTING AGREEMENTS

         The Company engaged the services of investor and public relations firms
         in December 2001. The Company issued warrants to purchase an aggregate
         of 250,000 shares of Common Stock with a fair value of $192,000. The
         fair values of these warrants were estimated on the date of grants
         using the Black-Scholes pricing model with the following assumptions:
         common stock based on quoted market price of $1.03; zero dividends;
         expected volatility of 134%; risk free interest rate of approximately
         4.25%; and an expected life of five years. The fair value of the
         warrants is being amortized over twelve months. At March 31, 2002 the
         remaining unamortized amount of approximately $125,000 is classified in
         the balance sheet with prepaid assets and other current assets. During
         1999, Mobility was sued by a former stockholder for breach of contract
         under a Stock Redemption Agreement, dated May 30, 1998, and for related
         claims. The dispute was settled in 2000 whereby the Company paid
         $200,000 to the former stockholder and entered into a Consulting
         Agreement with such stockholder which provides for sixty monthly
         payments of $12,223 through June 30, 2005. Due to a change in the
         relationship, management believes that there is significantly reduced
         value in future consulting services. Therefore, the present value of
         the future payments on this obligation have been recorded as a
         liability on the balance sheet in the amount of $359,000 and a
         corresponding amount has been expensed.




                                      F-25
<PAGE>
                        ACTIVE LINK COMMUNICATIONS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



(11)     INCOME TAXES


         The Company's Deferred Tax assets consist of the following as of March
         31, 2002:

<Table>

<S>                                                                           <C>
         Tax effect of Net Operating Loss Carryforwards                       6,740,000
         Impairments of Assets and Goodwill on Assets not yet sold              445,000
         Discontinued Operation and Future rent accruals                        198,000
         Other                                                                   66,000
                                                                             ----------
                                                                              7,449,000
         Valuation Allowance                                                 (7,449,000)
                                                                             ----------
         Net Deferred Tax Asset                                                      --
</Table>

A full valuation allowance has been provided against all the Company's deferred
tax assets, as it cannot determine if it is not more likely than not that the
assets will be realized.

Prior to its merger with Active Link, Mobility was incorporated as a subchapter
S corporation under the Internal Revenue Service (IRS) Code pursuant to which
profits were allocated and taxed to Mobility's stockholder. Accordingly, no
liability or provision for federal income taxes is included in the financial
statements for the year ended March 31, 2001 and no deferred taxes were provided
for temporary differences between tax and financial reporting. Subsequent to the
merger the combined Company generated approximately $2,800,000 in net operating
loss carryforwards (NOL's). In addition Active link, prior to its merger with
Mobility had NOL's totaling approximately $15,300,000. The pre-merger Active
Link NOL's are subject to significant limitations based on IRS Code Section 382
regarding changes in control of Active Link, whereby a substantial portion of
Active Links NOL's may never be available to the Company. The NOL expires in
varying amounts from 2005 through 2022.

The Company effective tax rate of zero in 2002 differs from the federal tax rate
of 34% because of the following:

<Table>
<S>                                                          <C>
Federal Statutory Rate                                        (34%)
Effect of State Taxes                                          (3%)
Permanent Differences related to S-Corporation period
   Non-deductibility of debt discounts for tax purposes        16%
Increase in Valuation Allowance                                21%
                                                          -------
Effective Tax Rate                                              0%
</Table>






                                      F-26
<PAGE>
                        ACTIVE LINK COMMUNICATIONS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





(12)     CERTAIN RISKS AND CONCENTRATIONS

         The Company's products are concentrated in the mobile
         computing/wireless data industry, which is highly competitive and
         rapidly changing. Significant technological changes in the industry
         could affect operating results adversely. The Company's inventories
         include spare parts and components, which are specialized in nature and
         subject to technological obsolescence.

         While the Company has programs to minimize the required inventories on
         hand and considers technological obsolescence in estimating required
         allowances to reduce recorded amounts to market values, such estimates
         could change in the future.

         During the fourth quarter of fiscal 2002 the Company exceeded its
         credit limit with its major supplier. As a result, the supplier placed
         the Company on a prepayment basis for future orders. Due to the
         Company's cash position this had a significant impact on hindering
         sales. Subsequent to year end the supplier agreed to convert the
         balance due of approximately $2,600,000 into a Promissory Note. The
         terms of the note call for monthly payments of $100,000 over twelve
         months with balloon payments of $500,000 to be paid in June and
         December 2002 and in June 2003. The Company will pay interest at a rate
         of 6% per annum.

(13)     SUBSEQUENT EVENTS

         On April 15, 2002, the Company sold certain assets related to its Texas
         voice operations to an unrelated third party for $50,000 in cash and
         the assumption of approximately $144,000 in liabilities. The Company
         used the proceeds from the sale, less transaction costs, to pay
         obligations associated with the assets sold.

         Subsequent to year end a convertible note was extended and the
         conversion price was changed from $.80 to $.25 per common shares. As a
         result, the conversion price of other convertible notes will be
         adjusted in accordance with the terms of the note agreements.


                                      F-27
<PAGE>









                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.

         Dated: July 12, 2002

                             ACTIVE LINK COMMUNICATIONS, INC.
                                  (a Colorado Corporation)


                             By:  /s/  Timothy A. Ells
                                 ----------------------------------------------
                                  Timothy A. Ells, President and Chief
                                    Executive Officer


In accordance with the Exchange Act, this report has been signed by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.


<Table>

<S>                                                  <C>
Dated:  July 12, 2002                                By:  /s/  David E. Welch
                                                          ----------------------------------------------------
                                                          David E. Welch, Vice President, Secretary, Treasurer
                                                          and Chief Financial Officer


Dated:  July 12, 2002                                By:  /s/  John Jenkins
                                                          ----------------------------------------------------
                                                          John Jenkins, Director


Dated:  July 12, 2002                                By:  /s/  James M. Ciccarelli
                                                          ----------------------------------------------------
                                                          James M. Ciccarelli,
                                                          Chairman of the Board of Directors and Director


Dated:  July 12, 2002                                By:  /s/  Tamara  A. Ells
                                                          ----------------------------------------------------
                                                          Tamara A. Ells, Director


Dated:  July 12, 2002                                By:  /s/  Louis P. Panetta
                                                          ----------------------------------------------------
                                                          Louis P. Panetta, Director


Dated:  July 12, 2002                                By:  /s/  Timothy A. Ells
                                                          ----------------------------------------------------
                                                          Timothy A. Ells, Director
</Table>



<PAGE>

                                 EXHIBIT INDEX

<Table>
<Caption>

     EXHIBIT
     NUMBER                                   DESCRIPTION
     -------                                  -----------
<S>                        <C>

         2. Plan of Acquisition

                  (a)      Plan and Agreement of Merger dated October 20, 1998
                           by and among Interconnect Acquisition Corporation,
                           Communications World International, Inc. and IAC
                           Acquisition Corporation.(1)

                  (b)      Merger Agreement dated September 30, 2000 by and
                           among IAC Acquisition Corporation, Communications
                           World International, Inc., Application Consultants,
                           Inc., Timothy L. McClung, Darren L. Schaefer, Warren
                           Shawn Kissman, Timothy L. Woods and Dennis J.
                           Johanningmeier filed as Exhibit 2.1 to the Form 8-K
                           dated October 4, 2000 is incorporated herein by
                           reference.

                  (c)      Amended and Restated Agreement by and among Active
                           Link Communications, Inc., ALCI Acquisition Corp.,
                           Mobility Concepts, Inc., Timothy Ells, and James
                           Ciccarelli filed as Exhibit 2.1 to the Form 8-K dated
                           November 8, 2002 is incorporated herein by reference.

         3. Articles of Incorporation and Bylaws.

                  (a)      Articles of Incorporation, as amended, filed as
                           Exhibit 3(a) to the Registration Statement on Form
                           SB-2 (File No. 33-87808) is incorporated herein by
                           this reference.

                  (b)      Amended and restated bylaws.

                  (c)      Articles of Amendment to the Articles of
                           Incorporation of Communications World International,
                           Inc. filed as Exhibits 2 and 3 to the Form 8-K dated
                           October 16, 1997 is incorporated herein by this
                           reference.

                  (d)      Articles of Amendment to the Articles of
                           Incorporation dated August 4, 1998 filed as Exhibit
                           3(d) to the report on Form 10-KSB for the year ended
                           April 30, 1998 is incorporated herein by this
                           reference.

                  (e)      Articles of Amendment to the Articles of
                           Incorporation dated March 23, 1999.(1)
</Table>


<PAGE>

<Table>
<Caption>

     EXHIBIT
     NUMBER                                   DESCRIPTION
     -------                                  -----------
<S>                        <C>
                  (f)      Articles of Amendment to the Articles of
                           Incorporation dated November 8, 2000.

         10. Material Contracts

                  (a)      Amended and Restated 1997 Stock Option Plan filed as
                           Exhibit 10(k) to the Report on From 10-KSB for the
                           year ended April 30, 1998 is incorporated herein by
                           this reference.

                  (b)      1998 Stock Incentive Plan. (1)

                  (c)      1999 Non-discretionary stock option plan. (1)

                  (d)      Consulting agreement between Registrant and Bathgate
                           McColley Capital Group LLC, dated January 3, 2000
                           filed as Exhibit 10 to the Report on Form 10-KSB for
                           the year ended April 30, 2000 is incorporated herein
                           by this reference.

                  (e)      Settlement Agreement and Release of Claims effective
                           July 30, 2001, between Registrant and Toshiba
                           American Information Systems, Inc. and Promissory
                           Note dated July 30, 2001, in the amount of
                           $807,536.07.

                  (f)      Registration Rights Agreement among Active Link
                           Communications, Inc. and Timothy Ells filed as
                           Exhibit 2.1 to the Form 8-K dated November 8, 2002 is
                           incorporated herein by reference.

                  (g)      Employment Agreement between Active Link
                           Communications, Inc. and Timothy Ells filed as
                           Exhibit 2.1 to the Form 8-K dated November 8, 2002 is
                           incorporated herein by reference.

                  (h)      Employment Agreement between Mobility Concepts, Inc.
                           and Tamara Ells filed as Exhibit 2.1 to the Form 8-K
                           dated November 8, 2002 is incorporated herein by
                           reference.

                  (i)      Employment Agreement between Active Link
                           Communications, Inc. and David E. Welch.

                  (j.1)    Assignment of Accounts and Security Agreement dated
                           December 21, 2001 with SPECTRUM Commercial Services
                           Company.

                  (j.2)    Guaranty of Timothy Ells for Assignment of Accounts
                           and Security Agreement dated December 21, 2001 with
                           SPECTRUM Commercial Services Company.

                  (j.3)    Guaranty of Tamara Ells for Assignment of Accounts
                           and Security Agreement dated December 21, 2001 with
                           SPECTRUM Commercial Services Company.

                  (k)      Convertible Promissory Note dated November 26, 2001
                           between Active Link Communications, Inc. and James
                           Ciccarelli.

                  (l.1)    Promissory Note dated May 28, 2002 between Fujitsu PC
                           Corporation and Mobility Concepts, Inc. in the amount
                           of $2,611,871.07.

                  (l.2)    Guaranty of Timothy Ells and Tamara Ells for
                           Promissory Note dated May 28, 2002 between Fujitsu PC
                           Corporation and Mobility Concepts, Inc.
</Table>


<PAGE>

<Table>
<Caption>

     EXHIBIT
     NUMBER                                   DESCRIPTION
     -------                                  -----------
<S>                        <C>
                  (m.1)    Stock Purchase Agreement dated June 5, 2002 between
                           Unisource Cap LLC and Active Link Communications,
                           Inc.

                  (m.2)    Amendment to Stock Purchase Agreement dated June 5,
                           2002 between Unisource Cap LLC and Active Link
                           Communications, Inc.
</Table>

               (1) Filed as an exhibit to the Report on Form 10-SB, as
               amended and incorporated herein by this reference.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.(I)
<SEQUENCE>3
<FILENAME>d98124exv10wxiy.txt
<DESCRIPTION>EXECUTIVE EMPLOYMENT & CONSULTING AGREEMENT
<TEXT>
<PAGE>
                                                ACTIVE LINK COMMUNICATIONS, INC.
                                                                     FORM 10-KSB
                                                                  EXHIBIT 10 (i)

                  EXECUTIVE EMPLOYMENT AND CONSULTING AGREEMENT


         This Agreement, made effective as of October __, 2001, by and between
Active Link Communications, Inc., a Colorado corporation, having a principal
office located at Suite 1000, 7388 South Revere Parkway, Englewood, Colorado
(the "Company"),

                                     - AND -

         David E. Welch of 1729 East Otero Avenue, Littleton, Colorado (the
"Employee").

                                     RECITAL

         The Company desires to employ Employee and Employee desires to be
employed by the Company pursuant to the terms hereof.

         NOW, THEREFORE, in consideration of the mutual promises contained
herein, and intending to be legally bound thereby, the parties hereto agree as
follows:

1.       Purpose of Agreement. The purpose of this Agreement is to define the
         relationship between the Company as an employer and Employee as an
         executive employee of the Company. The Company hereby employs Employee,
         and Employee hereby accepts employment, upon the terms and conditions
         hereinafter set forth.

2.       Duties. Employee shall be employed by the Company as an Executive Vice
         President and the Chief Financial Officer of the Company. In connection
         therewith, Employee's primary responsibilities shall have overall
         responsibility and supervision of the Company's financial operation,
         shall report to Senior Management concerning financial matters, shall
         develop prudent financial and fiscal policies for the Company and shall
         assist in the orderly transition of the Company's financial operation
         to Naperville, IL and to a successor Chief Financial Officer
         (transition term). In connection with the performance of these duties,
         Employee shall report to the Company's Board of Directors.
         Additionally, Employee shall perform such duties incident thereto and
         as may be designated from time to time by the Directors of the Company.

3.       Performance. Employee agrees to devote substantially all of his
         business time, skill, attention, energies and his best efforts in the
         performance of his duties for the Company.

4.       Term. The term of this Agreement shall be effective as of the date on
         which the closure of the merger between Mobility Concepts, Inc. and a
         wholly-owned subsidiary of the Company shall occur and shall continue
         through the completion of the transition of the financial operations of
         the Company or until the date which shall be twelve months after



<PAGE>

         the closure of such merger, whichever is earlier at which time Employee
         shall continue as a consultant of the Company for a period of twelve
         months.

5.       Location of Employment. Employment shall be at the Company's office
         located in the Denver, Colorado metropolitan area.

6.       Salary. Employee agrees to perform services under this Agreement in
         consideration of the following compensation:

         a.       during the transition term, Employee shall receive an annual
                  cash salary of $125,000 from the Company, payable in the same
                  manner (but not less often than monthly) as other salaried
                  employees of the Company are paid, and subject to all
                  withholding taxes and other standard types of deductions.
                  Employee shall be entitled to participate in bonus and stock
                  option plans as may be provided by the Company from time to
                  time to its key employees.

         b.       during the consulting term, Employee shall receive an annual
                  cash salary of $125,000 from the Company, payable in the same
                  manner (but not less often than monthly) as other salaried
                  employees of the Company are paid, and subject to all
                  withholding taxes and other standard types of deductions.

         c.       during the transition term, Employee shall receive a car
                  allowance equal to $400 per month.

         d.       vest all stock options issued to the Employee pursuant to the
                  Company's stock option plan at the signing of this agreement.

         e.       during the transition term Employee shall be entitled to have
                  the Company pay for medical insurance for Employee and his
                  immediate family in amounts and on terms and conditions as may
                  be determined by the Company from time to time. Additionally,
                  Employee shall be entitled to receive such further benefits as
                  may be provided by the Company from time to time to its key
                  employees.

         f.       Employee shall be reimbursed for all reasonable expenses
                  incurred in performing services under this Agreement,
                  including, but not limited to, business travel, lodging,
                  meals, entertainment and taxi fares. Employee agrees to comply
                  with the Company's policy applicable to its officers for
                  submitting invoices, receipts, vouchers and the like for
                  expense reimbursement.

         g.       during the transition term Employee shall be entitled to four
                  (4) weeks vacation. Such vacation shall be taken at such time
                  or times reasonable acceptable to the Company.

7.       Disability. If in the reasonable and prudent determination of the
         Company, during the term of this Agreement, Employee becomes totally
         disabled (mentally or physically) for a




<PAGE>

         continuous period of 30 days or such disability has an adverse impact
         on Employee's ability to perform under this Agreement, the Company, at
         its option, may thereafter, upon written notice to Employee or his
         personal representative, terminate his employment without any liability
         except to comply with the obligations, if any, contained in the Stock
         Incentive Plan.

8.       Death during Employment. If the Employee dies during the term of this
         Agreement, the Company shall have no liability to the Employee's estate
         except to comply with the obligations, if any, imposed by the Stock
         Incentive Plan in effect immediately prior to the death of the
         Employee.

9.       Termination with Cause. The Company may terminate this Agreement with
         Cause (as defined below) upon written notice to Employee. For purposes
         of this Agreement, the term Cause shall be defined as (i) any violation
         of law by the Employee or by the Company (for which violation of law
         Employee can reasonably be held responsible) which, in the judgment of
         the Board of Directors, injures, or is likely to injure, the Company or
         its reputation, such as theft, defamation of the Company or its
         products, or which would otherwise be deemed to constitute legal cause,
         or (ii) gross dereliction by the Employee of his duties.

10.      Termination without Cause.

         a.       Termination by Company. The Company may terminate this
                  Agreement at any time, without Cause, by giving 30 days
                  written notice to the Employee. In the event the Company
                  terminates the Employee pursuant to this Section 12a, the
                  Company shall be obligated (i) to pay Employee as liquidated
                  damages the Salary of Employee and all bonuses and benefits
                  provided by the Company to Employee pursuant to Section 6a
                  above for a period equal to twelve (12) months after such
                  termination. The Salary portion of any severance required to
                  be paid pursuant to this Section 10a shall be payable in full
                  upon the effective date of such termination. Additionally, the
                  Company agrees to reimburse Employee for all proper expenses
                  owed him through such date of termination.

         b.       Termination by Employee. Employee may terminate this Agreement
                  at any time, without Cause, by giving 30 days written notice
                  to the Company. In that event, Employee shall continue to
                  render his services and shall be reimbursed for all proper
                  expenses owed him through such date of termination. The
                  Company shall have no liability to the Employee except to
                  comply with the obligations, if any, contained in the Stock
                  Incentive Plan. If Employee fails to provide notice as
                  required by this Section 11(b), such termination shall be
                  deemed for Cause.

11.      Indemnification/Insurance.

         a.       Indemnification. If Employee is made a party, or threatened to
                  be made a party, to any lawsuit or proceeding, solely as a
                  result or on account of his services under




<PAGE>

                  this Agreement, the Company shall indemnify and defend
                  Employee and hold him harmless against all expenses
                  (including, without limitation, reasonable legal fees and
                  costs), liabilities and losses incurred or suffered by him in
                  connection with or on account of such lawsuit, (i) to the
                  fullest extent permitted under Colorado law as the same now
                  exists or may hereafter be amended (but, in the case of any
                  such amendment, if permissible, only to the extent that such
                  amendment permits the Company to provide broader
                  indemnification rights than permitted the Company to provide
                  prior to such amendment). Employee agrees that he will not
                  settle any pending or threatened lawsuit or proceeding without
                  the prior written consent of the Company. In addition,
                  Employee agrees that the Company shall have the right, but not
                  the obligation, to assume and direct Employee's defense in any
                  such lawsuit with counsel selected by the Company.

         b.       Insurance. In connection with the Company's indemnification
                  obligations, the Company, shall obtain and maintain Director's
                  and Officer's Insurance coverage covering Employee in amounts
                  and on terms customary for companies which are similarly
                  situated.

12.      Proprietary Information. Employee agrees that all Proprietary
         Information (as defined below) shall be the sole property of the
         Company. At all times, both during Employee's employment with the
         Company and after termination of Employee's employment, Employee will
         keep in confidence and trust, for the benefit of the Company, all
         Proprietary Information and Employee will not use or disclose any
         Proprietary Information or anything relating to such information
         without the prior written consent of the Company, except in performing
         the Employee's duties as an employee of the Company. "Proprietary
         Information" shall mean specifications, instructions, methods, code
         (source and object), data (including without limitation research,
         financial, personnel or test), designs, processes (computer or
         otherwise), techniques, formulae, compositions, marketing and sales
         information, customer lists, plans and all other know-how and trade
         secrets or any copies, elaborations, modifications, adaptations and
         derivatives thereof which are in the possession of the Company at the
         time of termination of Employee's employment and which have not been
         published or disclosed to, and are not otherwise known to, the public.

13.      Return of Documents. In the event of the termination of Employee's
         employment for any reason, Employee will promptly deliver to the
         Company all documents and data of any nature, regardless of format,
         pertaining to the Employee's work with the Company involving
         Proprietary Information, and Employee will not, without the prior
         written consent of the Company, retain in Employee's possession or
         control or provide to others any documents or data or any description
         or any reproduction of any description containing or pertaining to any
         Proprietary Information.



<PAGE>

14.      Noncompetition.

         a.       While Employee is employed by the Company and for a period of
                  one year after the termination of such employment for any
                  reason, Employee will not directly or indirectly:

         b.       recruit, solicit or induce, or attempt to induce, any employee
                  or employees of the Company to terminate their employment
                  with, or otherwise cease any relationship with, the Company;
                  or

         c.       solicit, divert, take away, or attempt to divert or to take
                  away, any business of any of the clients, customers or
                  accounts, or prospective clients, customer or accounts, of the
                  Company which were contacted, solicited or served by Employee,
                  or were directly or indirectly under Employee's
                  responsibility, while Employee was employed by the Company.

         d.       If any restriction set forth in Section 16(a) above is found
                  by any court to be unenforceable because it extends for too
                  long a period of time, or over too great a range of
                  activities, or over too broad a geographic area, the
                  restriction shall be interpreted to extend only over the
                  maximum period of time, range of activities, or geographic
                  area which the court finds to be enforceable. The parties
                  recognize and agree that the nature of the Company's business
                  extends beyond a regional area and that, therefore, a covenant
                  encompassing the entire country is reasonable under all facts
                  and circumstances.

         e.       The restrictions contained in this Section 16 are necessary
                  for the protection of the business and goodwill of the Company
                  and are considered by Employee to be reasonable for such
                  purpose.

15.      Remedies.

         a.       If Employee breaches any of the provisions of Sections 14
                  through 16 above, the Company shall have the nonexclusive
                  right and remedy to have the provisions of such section
                  specifically enforced by any court have equity jurisdiction,
                  it being acknowledged and agreed that any such breach or
                  threatened breach will cause substantial and irreparable
                  injury to the Company and that money damages will not provide
                  an adequate remedy to the Company.

         b.       If any covenant contained in Sections 14 through 16, or any
                  part thereof, is hereafter construed to be invalid or
                  unenforceable, the same shall not affect the remainder of such
                  covenant or covenants, which shall be given full effect,
                  without regard to the invalid portions.



<PAGE>

         c.       The parties hereto intend to and hereby confer jurisdiction to
                  enforce the covenants contained in Sections 14 through 16
                  hereof upon the courts of any jurisdiction within the
                  geographical scope of such covenants, in which jurisdiction
                  any alleged breach or such covenant occurs. If the courts of
                  any one or more of such jurisdictions shall hold such
                  covenants unenforceable by reason of the breadth of such scope
                  or otherwise, it is the intention of the parties hereto that
                  such determination not bar or in any way affect the Company's
                  right to the relief provided above in the courts of any other
                  jurisdiction within the geographical scope of such covenants,
                  as to breaches of such covenants in such other respective
                  jurisdictions, the above covenants as they relate to each
                  jurisdiction being, for this purpose, severable into diverse
                  and independent covenants.

         d.       In any action brought to enforce or defend rights hereunder,
                  the party who substantially prevails in his or its material
                  claims shall be entitled to recover (in addition to all other
                  damages and expenses) his or its reasonable attorneys' fees.

16.      Notices and Addresses. All notices required to be given under this
         Agreement shall be given by personal delivery or by certified mail or
         registered mail, sent to the proper party at the addresses hereinabove
         set forth. Either party may change the address for notices by providing
         the other party written notice of the same.

17.      Parties Bound. This Agreement shall be binding upon and inure to the
         benefit of the parties hereto and their respective heirs, executors,
         administrators, legal representatives, successors and assigns;
         provided, however, Employee may not assign this Agreement.

18.      Colorado Law to Apply. This Agreement shall be construed under and in
         accordance with the laws of Colorado.

19.      Legal Construction. In the event of any one or more of the provisions
         contained in this Agreement shall for any reason be held invalid,
         illegal or unenforceable in any respect, such invalidity, illegality or
         unenforceability shall not affect any other provision thereof and this
         Agreement shall be construed as if such invalid, illegal or
         unenforceable provision had never been contained herein.

20.      Sole Agreement of the Parties. This Agreement constitutes the only
         agreement of the parties hereto respecting the within subject matter
         and supersedes any prior understanding or written or oral agreements
         between the parties.

21.      Amendment. No amendment, modification or alteration of the terms hereof
         shall be binding unless the same be in writing, dated subsequent to the
         date hereof and duly executed by the parties hereto.

22.      Waiver of Default. No waiver by the parties hereto of any default or
         breach of any term, condition or covenant of this Agreement shall be
         deemed to be a waiver of any other breach of the same or any other
         term, condition or covenant contained herein.



<PAGE>

23.      Counterparts. This Agreement may be executed in one or more
         counterparts, each of which shall be deemed an original, but all of
         which together shall constitute one and the same instrument.

24.      Captions. The captions in this Agreement are for convenience only and
         shall not limit or otherwise affect any of the terms or provisions
         hereof.

                               ACTIVE LINK COMMUNICATIONS, INC., a
                               Colorado corporation


                               By:
                                  ---------------------------------------

                               Title:
                                     ------------------------------------


                               EMPLOYEE:



                               -----------------------------------------
                               David E. Welch








</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.(J.1)
<SEQUENCE>4
<FILENAME>d98124exv10wxjw1y.txt
<DESCRIPTION>ASSIGNMENT OF ACCOUNTS AND SECURITY AGREEMENT
<TEXT>
<PAGE>
                                                ACTIVE LINK COMMUNICATIONS, INC.
                                                                     FORM 10-KSB
                                                                EXHIBIT 10 (j.1)

                  ASSIGNMENT OF ACCOUNTS AND SECURITY AGREEMENT

         THIS ASSIGNMENT OF ACCOUNTS AND SECURITY AGREEMENT is made as of
December 21, 2001 by and between Mobility Concepts, Inc., a Wisconsin
corporation, ("Seller") and Spectrum Commercial Services Company, Two AppleTree
Square, Suite 415, Bloomington, MN 55425 ("Purchaser").

1. Definitions: The following terms used herein shall have the following
meaning. All capitalized terms not herein defined shall have the meaning set
forth in the Uniform Commercial Code:

                  "Account" - means any right to payment of the net amount due
from a customer for sales of goods or performance of services to such customer
whether performed or yet to be performed.

                  "Accounts Schedule" - a form supplied by Purchaser from time
to time wherein Seller lists such of its Account as it requests that Purchaser
purchase under the terms of this Agreement.

                  "Collateral" - any collateral now or hereafter described in
any form UCC-1 filed against Seller naming Purchaser as the secured party, and
all of Seller's right, title and interest in and to the following property, now
owned and hereafter acquired or arising:

                  All accounts (including, but not limited to, accounts
purchased by Purchaser hereunder and repurchased by Seller), chattel paper,
general intangibles, including, but not limited to, tax refunds, registered and
unregistered patents, trademarks, service marks, copyrights, trade names, trade
secrets, customer lists, licenses, documents, instruments, deposit accounts,
certificates of deposit, and all rights of Seller as a seller of goods,
including rights of reclamation, replevin and stoppage in transit;

                  All goods, including, but not limited to the following:

                  All inventory, wherever located;

                  All equipment and fixtures, wherever located, and all
additions, substitutions, replacements (including spare parts), and accessions
thereof and thereto; and

                  All book and records relating to all of the foregoing property
and interests in property, including, without limitation, all computer programs,
printed output and computer readable data in the possession or control of the
Seller, any computer service bureau or other third party;

                  All investment property; and

                  All proceeds of the foregoing, including, but not limited to,
all insurance proceeds, all claims against third parties for loss or destruction
of or damage to any of the foregoing, and all income from the lease or rental of
any of the foregoing.

                  "Commitment Amount" - Three Million Dollars ($3,000,000) in
gross invoice purchases.

                  "Eligible Account" - an Account which is acceptable for
purchase as determined by Purchaser in the exercise of its sole credit or
business judgment.

                  "Events of Default" - See Section 12.1.

                  "High Month" - Any month(s) where, prior to the start of such
month(s), Seller notifies Purchaser in writing that such month will be
considered a "High Month".

                  "Initial Fee" - the Initial Fee Percent multiplied by the
original Face Amount of each Purchased Amount multiplied by the lesser of (i)
the number of days the Purchased Amount remains unpaid; or (ii) thirty (30)
days.

                  "Initial Fee Percent - Low Month" - .0584% per calendar day.

                  "Initial Fee Percent - High Month" - .050% per calendar day.

                  "Late Charge Percent - Low Month" - .0584% per calendar day.

                  "Late Charge Percent - High Month" - .050% per calendar day.

                  "Late Charge" - The Late Charge Percent multiplied by the
original Face Amount of each Purchased Amount for every calendar day (or portion
thereof) which occurs after the Late Payment Date.

                  "Late Payment Date" - the date which is 30 days from the date
on which a Purchased Account was created.

                  "Low Month" - Any month(s) where, prior to the start of such
month(s), Seller HAS NOT notified Purchaser in writing that such month will be
considered a "High Month".

                                      -1-
<PAGE>
                  "Minimum Monthly Fee" - $12,250 for each whole or partial Low
Month and $26,250 for each whole or partial High Month that this agreement is in
force.

                  "Misdirected Payment Fee" - fifteen percent (15%) of the
amount of any payment on account of a Purchased Account which has been received
by Seller and not delivered in kind to Purchaser on the next banking day
following the date of receipt by Seller.

                  "Notation" - "This account has been assigned and is payable
directly to SPECTRUM Commercial Services Company located at Two AppleTree
Square, #415, Bloomington, MN 55425, to whom notice of any claim or dispute must
be advised, either in writing or by telephone (952-876-8222)".

                  "Obligations" - all present and future obligations owing by
Seller to Purchaser whether or not for the payment of money, whether or not
evidenced by any note or other instrument, whether direct or indirect, absolute
or contingent, due or to become due, joint or several, primary or secondary,
liquidated or unliquidated, secured or unsecured, original or renewed or
extended, whether arising before, during or after the commencement of any
Bankruptcy Case in which Seller is a Debtor, including but not limited to any
obligations arising pursuant to this agreement, letters of credit or acceptance
transactions or any other financial accommodations; and all principal, interest,
fees, Late Charges, Initial Fees, Service Charges, expenses, attorneys' fees and
accountants' fees chargeable to Seller or incurred by Purchaser in connection
with this Agreement and/or the transaction(s) related thereto;

                  "Parties" - Seller and Purchaser.

                  "Purchase Price" - the Face Amount, less (i) without
duplication, discounts, returns, credits or allowances of any nature at any time
issued, owing, granted or outstanding, and (ii) the Initial Fee.

                  "Purchased Accounts" - Accounts purchased hereunder which have
not been Repurchased.

                  "Repurchased" - an Account has been repurchased when Seller
has paid to Purchaser the then unpaid Face Amount upon demand by Purchaser under
the terms hereof.

                  "Required Reserve Amount" - the Reserve Percentage multiplied
by the unpaid balance of the Purchased Accounts.

                  "Reserve Percentage" - Twenty percent (20%).

                  "Reserve Shortfall" - the amount by which the Reserve Account
is less than the Required Reserve Amount.

                  "Reserve Shortfall Charge" - the Late Charge Percent converted
to a daily charge (if appropriate), multiplied by a factor of two, and again
multiplied by the Reserve Shortfall for every day during which the Reserve
Shortfall is outstanding.

                  "Seller's Accounts" - any demand deposit account maintained by
Seller.

                  "Selling Term" - Thirty (30) days, representing the number of
days from the date on which a Purchased Account was created.

                  "Service Charge" - 50c. per purchased invoice.

                  "Service Charge Percent" - Not applicable

2.       Sale; Purchase Price; Billing; Reserve.

         2.1      Assignment and Sale.

                  2.1.1    Seller shall sell to Purchaser as absolute owner,
                           with full recourse, such of Seller's Accounts as are
                           listed from time to time on Accounts Schedule.

                  2.1.2    Each Accounts Schedule shall be accompanied by such
                           documentation supporting and evidencing the Account
                           as Purchaser shall from time to time request.

                  2.1.3    Purchaser may purchase from Seller such Accounts as
                           Purchaser determined to be an Eligible Account, so
                           long as the total outstanding Face Amount of
                           Purchased Accounts does not exceed the Commitment
                           Amount both before and after such purchase. However,
                           Purchaser reserves the absolute right not to purchase
                           any or all accounts or account schedules including
                           the right to cease all future such purchases in its
                           sole discretion.

                  2.1.4    Purchaser shall pay the Purchase Price, less the
                           Required Reserve Amount, less any amounts due to
                           Purchaser from Seller, including, without limitation,
                           any amounts due under Section 2.3.2 hereof, of any
                           Purchased Amount, to Seller's Account within two (2)
                           business days of Seller's receipt of an Accounts
                           Schedule, countersigned by Purchaser, whereupon the
                           Accounts shall be deemed purchased hereunder.

                  2.1.5    The sale of the Accounts to Purchaser and Purchaser's
                           ownership

                                      -2-
<PAGE>

                           thereof will be properly reflected on Sellers books.

         2.2      Billing. Purchaser may at any time send a statement to any or
                  all Account Debtors itemizing their account activity during
                  the preceding billing period. All Account Debtors will be
                  instructed to make payment to Purchaser.

         2.3      Reserve Account.

                  2.3.1    Purchaser may apply a portion of any Purchase Price
                           to the Reserve Account in the amount of the Reserve
                           Shortfall.

                  2.3.2    Seller shall pay to Purchaser on demand the amount of
                           any Reserve Shortfall.

                  2.3.3    On Wednesday of each week, absent an event of
                           default, Purchaser shall pay to Seller an amount by
                           which collected funds in the Reserve Account are
                           greater than the Required Reserve Amount.

                  2.3.4    Purchaser may charge the Reserve Account with any
                           Obligation, including any amounts due from Seller to
                           Purchaser hereunder.

                  2.3.5    Purchaser may pay any amounts due Seller hereunder by
                           a credit to the Reserve Account.

3.       Fees. Seller shall pay to Purchaser:

         3.1      Service Charge. The Service Charge upon its accrual

         3.2      Misdirected Payment Fee. Any Misdirected Payment Fee
                  immediately upon its accrual.

         3.3      Minimum Monthly Fee. Any amount by which the sum of the
                  Initial Fee and the Service Charge earned in any month
                  (prorated for partial months) is less than the Minimum Monthly
                  Fee, to be paid on the first day of the following month.

         3.4      Initial Fee. The Initial Fee.

         3.5      Late Charge and Reserve Shortfall.

                  3.5.1    The Late Charge; and

                  3.5.2    The Reserve Shortfall Charge.

         3.6      Origination Fee. As an origination fee, $10,000 upon execution
                  hereof as well as reimbursement of Purchaser's out of pocket
                  expenses incurred in the consideration and consummation of
                  this Agreement.

4.       Repurchase of Accounts:

         4.1      Purchaser may require that Seller repurchase, by payment of
                  the unpaid Face Amount thereof together with any unpaid fees
                  relating to the Purchased Account on demand, or, at
                  Purchaser's option, by Purchaser's charge to the Reserve
                  Account:

                  4.1.1    any Purchased Account, the payment of which has been
                           disputed by the Account Debtor obligated thereon,
                           Purchaser being under no obligation to determine the
                           bona fides of such dispute;

                  4.1.2    any Purchased Account upon the occurrence of an Event
                           of Default, or upon the termination date of this
                           Agreement; and

                  4.1.3    any goods billed to an account under Purchased
                           Account either rejected or returned or recovered by
                           Seller.

                  4.1.4    any Purchased Account which remains unpaid 60 days
                           beyond the Late Payment Date.

                  4.1.5    any Purchased Account found at any time to be
                           ineligible.

         4.2      The repurchase of a Purchased Account shall not constitute a
                  reassignment of such Account, and a security interest therein
                  shall remain in the Purchaser.



                                      -3-
<PAGE>

5.       Security Interest.

         5.1      As collateral securing the Obligations, Seller grants to
                  Purchaser a continuing first priority security interest in,
                  and right of setoff with respect to, the Collateral. All
                  collateral shall secure payment and performance of Seller's
                  obligations at any time owing to Purchaser whether arising
                  under this agreement or any other.

         5.2      Notwithstanding the creation of the above security interest,
                  the relationship of the parties shall be that of Purchaser and
                  Seller of accounts, and not that of lender and borrower.

6.       Clearance Days. For all purposes under this Agreement, zero (0)
         business days will be added to the date on which any payment is
         received by Purchaser to provide for the collection and clearance of
         checks and other instruments deposited.

7.       Authorization to Purchaser.

         7.1      Seller hereby irrevocably authorizes Purchaser and any
                  designee of Purchaser, at Seller's sole expense, to exercise
                  at any time in Purchaser's or such designee's discretion all
                  or any of the following powers until all of the Obligations
                  have been paid in full: (a) receive, take, verify, endorse,
                  assign, deliver, accept and deposit, in the name of the
                  Purchaser or Seller, any and all cash, checks, commercial
                  paper, drafts, remittances and other instruments and documents
                  relating to the Collateral or the proceeds thereof, (b) take
                  or bring, in the name of Purchaser or Seller, all steps,
                  actions, suits or proceedings deemed by Purchaser necessary or
                  desirable to effect collection of or other realization upon
                  the accounts and other Collateral, (c) after an Event of
                  Default, change the address for delivery of mail to Seller and
                  to receive and open mail addressed to Seller, (d) after an
                  Event of Default, extend the time of payment of, compromise or
                  settle for cash, credit, return of merchandise, and upon any
                  terms or conditions, any and all accounts or other Collateral
                  which includes a monetary obligation and discharge or release
                  any account debtor or other obligor, without affecting any of
                  the Obligations, (e) execute in the name of Seller and file
                  against Seller in favor of Purchaser financing statements or
                  amendments with respect to the Collateral and any Internal
                  Revenue Service Form 8821 authorizing the Service to direct
                  copies of any notices to Purchaser, and (f) pay any sums
                  necessary to discharge any lien or encumbrance which is senior
                  to Purchaser's security interest in the Collateral, which sums
                  shall be included as Obligations hereunder, and in connection
                  with which sums the Late Charges shall accrue and shall be due
                  and payable.

         7.2      Seller hereby releases and exculpates Purchaser, its officers,
                  employees and designees, from any liability arising from any
                  acts under this Agreement or in furtherance thereof whether of
                  omission or commission, and whether based upon any error of
                  judgment or mistake of law or fact, except for willful
                  misconduct. In no event will Purchaser have any liability to
                  Seller for lost profits or other special or consequential
                  damages.

8.       Covenants by Seller.

         8.1      Seller warrants that all Purchased Accounts are and, at the
                  time of assignment to Purchaser, will be bona fide and
                  existing obligations of customers arising out of the sale of
                  goods and/or the provision of services in the ordinary course
                  of business, free and clear of all setoffs, liens, security
                  interests and encumbrances.

         8.2      After written notice by Purchaser to Seller, and
                  automatically, without notice, after an Event of Default,
                  Seller shall not, without the prior written consent of
                  Purchaser in each instance, (a) grant any extension of time
                  for payment of any of the accounts or any other Collateral
                  which includes a monetary obligation, (b) compromise or settle
                  any of the accounts or any such other Collateral for less than
                  the full amount thereof, (c) release in whole or in part any
                  account debtor or other person liable for the payment of any
                  of the accounts or any such other Collateral, or (d) grant any
                  credits, discounts, allowances, deduction, return
                  authorizations or the like with respect to any of the accounts
                  or any such other Collateral.

         8.3      From time to time as requested by Purchaser, at the sole
                  expense of Seller,



                                      -4-
<PAGE>

                  Purchaser or its designee shall have access, during reasonable
                  business hours if prior to an Event of Default and at any time
                  if on or after an Event of Default, to all premises where
                  Collateral is located for the purposes of inspecting (and
                  removing, if after the occurrence of an Event of Default) any
                  of the Collateral, including Seller's books and records, and
                  Seller shall permit Purchaser or its designee to make copies
                  of such books and records or extracts therefrom as Purchaser
                  may request. Without expense to Purchaser, Purchaser may use
                  any of Seller's personnel, equipment, including computer
                  equipment, programs, printed output and computer readable
                  media, supplies and premises for the collection of accounts
                  and realization on other Collateral as Purchaser, in its sole
                  discretion, deems appropriate. Seller hereby irrevocably
                  authorizes all accountants and third parties to disclose and
                  deliver to Purchaser at Seller's expense all financial
                  information, books and records, work papers, management
                  reports and other information in their possession relating to
                  Seller.

         8.4      ANY REMITTANCE OR PAYMENT MADE TO SELLER BY AN ACCOUNT DEBTOR
                  ON WHICH AN ACCOUNT HAS BEEN ASSIGNED TO PURCHASER, SHALL BE
                  HELD IN TRUST AS PURCHASER'S PROPERTY AND SELLER PROMISES AND
                  COVENANTS TO IMMEDIATELY DELIVER SAME TO PURCHASER UNCASHED.
                  THIS INCLUDES PAYMENTS ON INVOICES WHICH MAY NOT HAVE BEEN
                  ASSIGNED (FACTORED) BUT ARE NEVERTHELESS FROM AN ACCOUNT
                  DEBTOR FOR WHICH OTHER INVOICES HAVE BEEN ASSIGNED (FACTORED).
                  Seller grants to Purchaser power of attorney to endorse
                  Seller's name on any and all remittances.

         8.5      Before sending any invoice evidencing an Account to the
                  account debtor, Seller shall mark same with the Notation, or
                  such other notation as Purchaser shall have advised Seller in
                  writing.

         8.6      Seller shall pay when due all payroll and other taxes, and
                  shall provide proof thereof to Purchaser in such form as
                  Purchaser shall reasonably require, and further, upon
                  Purchaser's request, Seller shall execute and/or authorize all
                  financing statements and an Internal Revenue Service Form 8821
                  (authorizing the Service to send copies of notices to
                  Purchaser).

         8.7      Seller shall not, without the prior written consent of
                  Purchaser suffer to exist any lien (including any encumbrance
                  or security interest) of any kind upon any of its assets,
                  whether now owned or hereafter acquired.

         8.8      Seller shall maintain insurance on all insurable property
                  owned or leased by Seller in the manner, to the extent and
                  against at least such risks (in any event, including but not
                  limited to fire and business interruption insurance) as
                  usually maintained by owners of similar businesses and
                  properties in similar geographic areas. All such insurance
                  shall be in amounts and form and with insurance companies
                  acceptable to Purchaser in its sole discretion. Seller shall
                  furnish to Purchaser: (a) upon written request, any and all
                  information concerning such insurance carried; (b) as
                  requested by Purchaser, lender loss payable endorsements (or
                  their equivalent) in favor of Purchaser. All policies of
                  insurance shall provide for not less than thirty (30) days
                  prior written cancellation notice to Purchaser.

         8.9      The net amount on any Purchased Account shall be legally owing
                  by such customer, and payment by the customer accordingly to
                  the terms of the invoice including, without limitation,
                  payment with any applicable late fee, penalty, charge or
                  interest, shall not violate any federal, state or local law,
                  statute, rule or regulation.

         8.10     Notwithstanding that Seller has agreed to pay the Misdirected
                  Payment Fee pursuant to Section 3.2 hereof, Seller shall
                  deliver in kind to Purchaser on the next banking day following
                  the date of receipt by Seller of the amount of any payment on
                  account of a Purchased Account.

         8.11     Seller represents that the seller's principal place of
                  business is located at 1840 Centre Point Drive, Naperville, IL
                  60563. If Seller is a corporation or other entity, its State
                  of incorporation or organization is Wisconsin.

9.       Account Disputes. Seller shall notify Purchaser promptly of and, if
         requested by Purchaser, will settle all disputes concerning any
         Purchased Account, at Seller's sole cost and expense. However, Seller
         shall not, without Purchaser's prior written consent, compromise or
         adjust any Purchased Account or grant any additional discounts,
         allowances or credits thereon. Purchaser may, but is not required to,
         attempt to settle, compromise, or litigate (collectively, "Resolve")
         the dispute upon such terms as Purchaser in its sole discretion deem
         advisable, for Seller's account and risk and at Seller's sole expense.
         Upon the occurrence of an Event of Default Purchaser may



                                      -5-
<PAGE>
         Resolve such issues with respect to any Account of Seller.

10.      Perfection of Security Interest. Seller shall execute and deliver to
         Purchaser such documents and instruments, including, without
         limitation, Uniform Commercial Code financing statements, as Purchaser
         may request from time to time in order to evidence and perfect its
         security interest in any collateral securing the Obligations.

11.      Representation and Warranty. Seller represents and warrants that:

         11.1     it is fully authorized to enter into this Agreement and to
                  perform hereunder;

         11.2     this Agreement constitutes its legal, valid and binding
                  obligation; and

         11.3     Seller is solvent and in good standing in the State of its
                  organization.

12.      Default.

         12.1     Events of Default. The following events will constitute an
                  Event of Default hereunder: (i) Seller defaults in the payment
                  of any Obligations or a default occurs under the terms of any
                  other agreement between Seller and Purchaser, (ii) Seller or
                  any guarantor of the Obligations becomes subject to any
                  debtor-relief, bankruptcy or reorganization proceedings, (iii)
                  any such guarantor fails to perform or observe any of such
                  guarantor's obligations to Purchaser or shall notify Purchaser
                  of its intention to rescind, modify, terminate or revoke any
                  guaranty of the Obligations, or any such guaranty shall cease
                  to be in full force and effect for any reason whatever, (iv)
                  Purchaser for any reason, in good faith, deems itself insecure
                  with respect to the prospect of repayment or performance of
                  the Obligations.

         12.2     Effect of Default.

                  12.2.1   Upon the occurrence of any Event of Default, in
                           addition to any rights Purchaser has under this
                           Agreement or applicable law, Purchaser may
                           immediately terminate this Agreement, at which time
                           all Obligations shall immediately become due and
                           payable without notice.

                  12.2.2   The Late Charges shall accrue and be payable on
                           demand on any Obligation not paid when due.

13.      Indemnity. Seller hereby agrees to protect, indemnify and hold harmless
         Purchaser and all its directors, officers, employees and agent from and
         against any and all (i) claims, demand and causes of action of any
         nature whatsoever brought by any third party and arising from or
         related to this agreement, (ii) costs and expenses related to such
         defense including without limitation, reasonable attorneys fee and
         (iii) liabilities, judgments, settlements, penalties an assessments
         arising from such claims and demands. This indemnity shall survive
         termination of this agreement.

14.      Termination; Effective Date. This Agreement will be effective when
         accepted by Purchaser, will continue in full force and effect for six
         months thereafter, and shall be further extended for an additional 6
         months automatically unless Seller shall have given Purchaser written
         notice of its intention to terminate at least thirty days prior to each
         such anniversary, whereupon this Agreement shall terminate on said
         anniversary. Upon termination Seller shall pay the Obligations to
         Purchaser, and Purchaser may not purchase any further Accounts from
         Seller. Should the effective date of termination occur after June 21,
         2002, and should the Obligations be paid completely from funds borrowed
         from a commercial bank, then no prepayment charge shall be due or
         payable.

15.      Amendment. Neither this Agreement nor any provisions hereof may be
         changed, waived, discharged or terminated, nor may any consent to the
         departure from the terms hereof be given, orally (even if supported by
         new consideration), but only by an instrument in writing signed by the
         party against whom enforcement of the change, waiver, discharge or
         termination is sought. Any waiver or consent so given shall be
         effective only in the specific instance and for the specific purpose
         for which given.

16.      No Lien Termination Without Release. In recognition of the Purchaser's
         right to have its attorneys' fees and other expenses incurred in
         connection with this Agreement secured by the Collateral,
         notwithstanding payment in full of all Obligations by Seller, Purchaser
         shall not be required to record any terminations or satisfactions of
         any of Purchaser's liens on the Collateral unless and until Seller has
         executed and delivered to Purchaser a general release in a form
         reasonably satisfactory to Purchaser.

17.      Severability. In the event any one or more of the provisions contained
         in this Agreement, is held to be invalid, illegal or unenforceable in
         any respect, then


                                      -6-
<PAGE>
         such provision shall be ineffective only to the extent of such
         prohibition or invalidity, and the validity, legality, and
         enforceability of the remaining provisions contained herein shall not
         in any way be affected or impaired thereby.

18.      Relationship of Parties. The relationship of the parties hereto shall
         be that of Seller and Purchaser of accounts, and neither party is or
         shall be deemed a fiduciary of or to the other.

19.      Attorneys Fees. Seller agrees to reimburse Purchaser on demand for:

                  19.1.1   All of Purchaser's costs and expenses, including
                           attorneys' fees, which Purchaser has incurred or may
                           incur in the enforcement or collection of this
                           agreement or any Obligation including, but not
                           limited to: Purchaser's actual costs of enforcement
                           or collection.

                  19.1.2   Purchaser's attorneys' fees and costs and expenses
                           incurred in complying with any subpoena or other
                           legal process attendant to any litigation in which
                           Seller is a party and which relates to this agreement
                           or other Obligation;

         19.2     Purchaser's costs and attorney's fees shall include costs and
                  expenses which Purchaser may incur in enforcing this Agreement
                  and any documents prepared in connection herewith, or in
                  connection with any federal or state insolvency proceeding
                  commenced by or against Seller, including those (i) arising
                  out the automatic say, (ii) seeking dismissal or conversion of
                  the bankruptcy proceeding or (ii) opposing confirmation of
                  Seller' plan thereunder.

20.      Entire Agreement. This Agreement supersedes all prior or
         contemporaneous agreement and understandings between said parties,
         verbal or written, express or implied, relating to the subject matter
         hereof. No course of dealing, course of performance or trade usage, and
         no parole evidence of any nature, shall be used to supplement or modify
         any terms of this Agreement.

21.      Choice of Law. This Agreement and all transactions contemplated
         hereunder and/or evidenced hereby shall be governed by, construed
         under, and enforced in accordance with the laws of the State of
         Minnesota.

22.      Jury Trial Waiver. In Recognition of the higher costs and delay which
         may result from a jury trial, the parties hereto waive any right to
         trail by jury of any claim, demand, action or cause of action (a)
         arising hereunder, or (b) in any way connected with or related or
         incidental to the dealing of the parties hereto or any of them with
         respect hereto, in each case whether now existing or hereafter arising,
         and whether sounding in contract or tort or otherwise; and each party
         further waives any right to consolidate any such action in which a jury
         trial has been waived with any other action in which a jury trial
         cannot be or has been waived; and each party hereby agrees and consents
         that any such claim, demand, action or cause of action shall be decided
         by court trial without a jury, and that any party hereto may file an
         original counterpart or a copy of this section with any court as
         written evidence of the consent of the parties hereto to the waiver of
         their right to trial by jury.

23.      Venue: Jurisdiction. The parties agree that any suit, action or
         proceeding arising out of the subject matter hereof, or the
         interpretation, performance or breach of this Agreement, shall, if
         Purchaser so elects, be instituted in the United State District Court
         for the District of Minnesota or any court of the State of Minnesota
         located in Minnesota (the "Acceptance Forums"), each party agrees that
         the Acceptable Forums are convenient to it, and each party irrevocably
         submits to the jurisdiction of the Acceptable Forums, irrevocably
         agrees to be bound by any judgment rendered thereby in connection with
         this Agreement, and waives any and all objections to jurisdiction or
         venue that it may have under the laws of the State of Minnesota or
         otherwise in those courts in any such suit, action or proceeding.
         Should such proceeding be initiated in any other forum, Seller waives
         any right to oppose any motion or application made by Purchaser as a
         consequence of such proceeding having been commenced in a forum other
         than an Acceptable Forum.

24.      Notice. All notices required to be given to any party other than
         Purchaser shall be deemed given upon the first to occur of:

                  Deposit thereof in a receptacle under the control of the
                  United States Postal Service;

                  Transmittal by electronic means to a receiver under the
                  control of such party; or

                  Actual receipt by such party or an employee or agent of such
                  party.

         All notices required to be given to Purchaser hereunder shall be deemed
         given upon actual receipt by a responsible officer of Purchaser. For
         the purposes hereof, notices hereunder shall be sent to the following
         addresses, or to such other addresses as each such party may in writing
         hereafter indicate:

                                      -7-
<PAGE>

         SELLER:          MOBILITY CONCEPTS, INC.

         ADDRESS:         1840 Centre Point Road
                          Naperville, IL 60563

         OFFICER:         Timothy Ells
                          William Kelly

         FAX NUMBER:      630-955-9756

         PURCHASER        SPECTRUM COMMERCIAL SERVICES COMPANY

         ADDRESS:         Two AppleTree Square, Suite 415
                          Bloomington, MN 55425

         OFFICER:         Brian J. Van Nevel

         FAX NUMBER:      952-876-8230

                            (continued on next page)




                                      -8-
<PAGE>

IN WITNESS WHEREOF, the Parties have executed this agreement on the day and year
first above written.

Seller:                                     Purchaser:
MOBILITY CONCEPTS, INC.                     SPECTRUM COMMERCIAL SERVICES COMPANY


      By:                                         By
         -----------------------------              ----------------------------

      Name:                                       Name
           ---------------------------                --------------------------

      Title:                                      Title
            --------------------------                 -------------------------


                            CERTIFICATE OF AUTHORITY

         I, William D. Kelly, do hereby certify that I am Secretary of the
"Seller" named above, that the following is a true and correct copy of
resolutions duly adopted by the corporation's board of directors, and that said
resolutions are now in full force and effect:

         RESOLVED, that all of the officers and other agents of the corporation,
be and each of them are hereby authorized: (i) To borrow money, factor or sell
accounts receivable and obtain other credit or financial accommodations, in any
amount, from SPECTRUM Commercial Services Company ("Purchaser") for and on
behalf of the corporation; (ii) To sign, execute and deliver loan, assignment of
accounts and security agreement, other credit, factoring, or security
agreements, promissory notes, or other evidences of indebtedness therefor, or in
renewal thereof, in such amounts, for such time, at such rates of discount or
interest and upon such terms as such officer or agent may see fit; (iii) To
discount, sell, assign, transfer, mortgage, or pledge to Purchaser or create
security interests in, the real property, goods, instruments, documents of
title, securities, chattel paper, accounts, purchase orders, equipment,
investment property, inventory, contract rights or other general intangibles or
any other property now or hereafter owned by the corporation, either absolutely,
or with or without recourse, for such consideration as such officers or agents
may deem to be appropriate or as security for the payment or performance of any
debts, liabilities or obligations owed to Purchaser; (iv) To do such other acts
and things, make such other agreements and execute and deliver such other
documents, as such officer or agent may deem to be appropriate in connection
with any of the foregoing.

         IN WITNESS WHEREOF, I have hereunto subscribed my name on behalf of
said corporation this 21st day of December, 2001.



                                                      , Corporate Secretary
                           ---------------------------



                                      -9-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.(J.2)
<SEQUENCE>5
<FILENAME>d98124exv10wxjw2y.txt
<DESCRIPTION>GUARANTY
<TEXT>
<PAGE>
                                                ACTIVE LINK COMMUNICATIONS, INC.
                                                                     FORM 10-KSB
                                                                EXHIBIT 10 (j.2)

                                    GUARANTY

                                                 Bloomington, Minnesota
                                                      December 21, 2001

         For valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and in consideration of and to induce financial
accommodations of any kind, with or without security, given or to be given or
continued at any time and from time to time by SPECTRUM COMMERCIAL SERVICES
Company (hereinafter called the "Purchaser") to or for the account of Mobility
Concepts, Inc., a Wisconsin CORPORATION, (hereinafter called the "Borrower"),
the undersigned absolutely and unconditionally guarantees to the Purchaser the
full and prompt payment when due, whether at maturity or earlier by reasons of
acceleration or otherwise, of any and all indebtedness, obligations and
liabilities of the Borrower (and any and all successors of the Borrower) to the
Purchaser and also to others to the extent of their participations granted to or
interests therein created or acquired for them by the Purchaser, now or
hereafter existing, absolute or contingent, independent, joint, several or joint
and several, secured or unsecured, due or to become due, contractual or tortious
liquidated or unliquidated, arising by assignment or otherwise, including
without limitation all indebtedness, obligations and liabilities owed by the
Borrower (and any and all successors of the Borrower) as a member of any
partnership, syndicate association or other group, and whether incurred by the
Borrower (or any successor of the Borrower) as principal, surety, endorser,
guarantor, accommodation party or otherwise (hereinafter collectively referred
to as the "Indebtedness"); and the undersigned agrees to pay on demand all of
the Purchaser's fees, costs, expenses and reasonable attorneys' fees in
connection with the Indebtedness, and security therefor, and this guaranty, plus
interest on such amounts at the highest rate then applicable to any of the
Indebtedness.

         The Purchaser may at any time and from time to time, without consent of
or notice to the undersigned, without incurring responsibility to the
undersigned, without releasing, impairing or affecting the liability of the
undersigned hereunder, upon or without any terms or conditions, and in whole or
in part: (1) sell, pledge, surrender, compromise, settle, release, renew,
subordinate, extend, alter, substitute, exchange, change, modify or otherwise
dispose of or deal with in any manner and in any order any Indebtedness, any
evidence thereof, or any security or other guaranty therefor; (2) accept any
security for or other guarantor of any Indebtedness; (3) fail, neglect or omit
to obtain, realize upon or protect any Indebtedness or any security therefor, to
exercise any lien upon or right to any money, credit or property toward the
liquidation of the Indebtedness, or to exercise any other right against the
Borrower, the undersigned, any other guarantor or any other person; and (4)
apply any payments and credits to the Indebtedness in any manner and in any
order. No act, omission or thing, except full payment and discharge of the
Indebtedness, which but for this provision could act as a release or impairment
of the liability of the undersigned hereunder, shall in any way release, impair
or otherwise affect the liability of the undersigned hereunder, and the
undersigned waives any and all defenses of the Borrower pertaining to the
Indebtedness, any evidence thereof, and any security therefor, except the
defense of discharge by payment. The failure of any person or persons to sign
this or any other guaranty shall not release, impair or affect the liability of
the undersigned hereunder. This guaranty is a primary obligation of the
undersigned and the Purchaser shall not be required to first resort for payment
of the Indebtedness to the Borrower or any other person, their properties or
estates, or any security or other rights or remedies whatsoever. The undersigned
shall be and remain liable for any deficiency remaining after foreclosure of any
mortgage or security interest securing the Indebtedness, whether or not the
liability of the Borrower or any other person for such deficiency is discharged
pursuant to statute, judicial decision or otherwise.

         The liability of the undersigned under this guaranty is in addition to
and shall be cumulative with all other liabilities of the undersigned to the
Purchaser, as guarantor or otherwise, without any limitations as to amount,
unless the writing evidencing or creating such other liability specifically
provides to the contrary. If any payment applied by the Purchaser to the
Indebtedness is thereafter set aside, recovered, rescinded or required to be
returned for any reason (including without limitation the bankruptcy, insolvency
or reorganization of the Borrower or any other person), the Indebtedness to
which such payment was applied shall for the purpose of this guaranty be deemed
to have continued in existence, notwithstanding such application, and this
guaranty shall be enforceable as to such Indebtedness as fully as if such
application had never been made.

         The undersigned waives: (1) notice of acceptance of this guaranty and
of the creation and existence of the Indebtedness; (2) presentment, demand for
payment, notice of dishonor, notice of nonpayment, and protest of any instrument
evidencing the



                                      -1-
<PAGE>

Indebtedness; and (3) all other demands and notices to the undersigned or any
other person and all other actions to establish the liability of the undersigned
hereunder. The undersigned consents to the personal jurisdiction of the state
and federal courts located in the State of Minnesota in connection with any
controversy related to this guaranty, waives any argument that venue in such
forums is not convenient, and agrees that any litigation initiated by the
undersigned against the Purchaser in connection with this guaranty shall be
venued in either the District Court of Dakota or Hennepin County, Minnesota, or
the United States District Court, District of Minnesota.

         All property of the undersigned, now or hereafter in the possession,
control or custody of or in transit to the Purchaser for any purpose, including
without limitation the balance of every account of the undersigned with and each
claim of the undersigned against the Purchaser, shall be subject to a lien and
security interest in favor of the Purchaser, as security for all liabilities of
the undersigned to the Purchaser, and shall be subject to be set off against any
and all such liabilities, and the Purchaser may at any time and from time to
time at its option and without notice appropriate and apply any such property
toward the payment of any and all such liabilities. The undersigned agrees to
promptly provide the Purchaser from time to time with financial statements of
the undersigned, in form and substance acceptable to the Purchaser, at least
once every 12 months and as otherwise requested by the undersigned agrees to
promptly provide the Purchaser, from time to time with such other information
respecting the condition (financial and otherwise), business and property of the
undersigned as the Purchaser may request, in form and substance acceptable to
the Purchaser, and will provide Purchaser prompt notice of any subsequent
substantial change in such financial condition. The undersigned hereby grants to
Purchaser its consent and authorization to contact consumer and commercial
credit reporting agencies as well as any other references disclosed by such
agencies (including employment history). Purchaser may also contact all
references of any kind (whether or not disclosed by credit agencies or provided
by the undersigned) to verify any information provided to Purchaser and any such
reference is authorized and instructed to fully release and discuss any
information requested by Purchaser.

         The undersigned waives all claims, rights and remedies which the
undersigned may now have or hereafter acquire against any person at any time now
or hereafter liable for payment of any of the Indebtedness and as to any
collateral security, including but not limited to all claims, rights and
remedies of contribution, indemnification, exoneration, reimbursement, recourse
and subrogation, whether or not such claim, right or remedy arises in equity,
under contract, by statute, under common law or otherwise, until the
Indebtedness has been fully paid. No waiver of any rights hereunder, and no
modification or amendment of this guaranty shall be effective unless the same is
in writing duly executed by the Purchaser, and each such waiver, if any, shall
apply only with respect to the specific instance involved and shall not impair
or affect the rights of the Purchaser or the provisions of this guaranty in any
other respect at any other time. This guaranty shall continue until written
notice of revocation of this guaranty, executed by the undersigned, has been
received by the Purchaser; provided, no revocation of this guaranty shall affect
in any manner any liability of the undersigned under this guaranty with respect
to Indebtedness arising before the Purchaser receives such written notice of
revocation, and the sole effect of revocation of this guaranty shall be to
exclude from this guaranty Indebtedness thereafter arising which is unconnected
with Indebtedness theretofore arising or transactions theretofore entered into.

         Any invalidity or unenforceability of any provision or application of
this guaranty shall not affect other lawful provisions and applications hereof
and to this end the provisions of this guaranty are declared to be severable.
This guaranty shall bind the undersigned and the heirs, representatives,
successors and assigns of the undersigned, and of each of them respectively, and
shall benefit the Purchaser, its successors and assigns. If other guaranties of
any part of the Indebtedness exist, neither the existence of nor payment on any
other guaranty shall be effective to modify, reduce or discharge the
undersigned's liability hereunder. If more than one person are guaranteeing the
obligations created hereby, then the liability created hereby shall be deemed
joint and several. This guaranty shall be governed by and construed in
accordance with the laws of the State of Minnesota.



                            (continued on next page)



                                      -2-
<PAGE>

THE UNDERSIGNED REPRESENTS, CERTIFIES, WARRANTS AND AGREES THAT THE UNDERSIGNED
HAS READ ALL OF THIS GUARANTY AND UNDERSTANDS ALL OF THE PROVISIONS OF THIS
GUARANTY. THE UNDERSIGNED ALSO AGREES THAT COMPLIANCE BY THE PURCHASER WITH THE
EXPRESS PROVISIONS OF THIS GUARANTY SHALL CONSTITUTE GOOD FAITH AND SHALL BE
CONSIDERED REASONABLE FOR ALL PURPOSES.



                                       -----------------------------------------
                                       [signature of Timothy A. Ells






STATE OF                               )
         --------------------          ) ss.
COUNTY OF                              )
          -------------------

On the ______________ day of _____________________________, 2001, before me
personally came ______________________________________________ to me known to be
the individual____ described in and who executed the above Guaranty and
acknowledged to me that ______he_____ executed the same as h____ free act and
deed.



                                      -3-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.(J.3)
<SEQUENCE>6
<FILENAME>d98124exv10wxjw3y.txt
<DESCRIPTION>GUARANTY
<TEXT>
<PAGE>
                                                ACTIVE LINK COMMUNICATIONS, INC.
                                                                     FORM 10-KSB
                                                                EXHIBIT 10 (j.3)

                                    GUARANTY

                                                 Bloomington, Minnesota
                                                      December 21, 2001


         For valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and in consideration of and to induce financial
accommodations of any kind, with or without security, given or to be given or
continued at any time and from time to time by SPECTRUM COMMERCIAL SERVICES
Company (hereinafter called the "Purchaser") to or for the account of Mobility
Concepts, Inc., a Wisconsin corporation, (hereinafter called the "Borrower"),
the undersigned absolutely and unconditionally guarantees to the Purchaser the
full and prompt payment when due, whether at maturity or earlier by reasons of
acceleration or otherwise, of any and all indebtedness, obligations and
liabilities of the Borrower (and any and all successors of the Borrower) to the
Purchaser and also to others to the extent of their participations granted to or
interests therein created or acquired for them by the Purchaser, now or
hereafter existing, absolute or contingent, independent, joint, several or joint
and several, secured or unsecured, due or to become due, contractual or tortious
liquidated or unliquidated, arising by assignment or otherwise, including
without limitation all indebtedness, obligations and liabilities owed by the
Borrower (and any and all successors of the Borrower) as a member of any
partnership, syndicate association or other group, and whether incurred by the
Borrower (or any successor of the Borrower) as principal, surety, endorser,
guarantor, accommodation party or otherwise (hereinafter collectively referred
to as the "Indebtedness"); and the undersigned agrees to pay on demand all of
the Purchaser's fees, costs, expenses and reasonable attorneys' fees in
connection with the Indebtedness, and security therefor, and this guaranty, plus
interest on such amounts at the highest rate then applicable to any of the
Indebtedness.

         The Purchaser may at any time and from time to time, without consent of
or notice to the undersigned, without incurring responsibility to the
undersigned, without releasing, impairing or affecting the liability of the
undersigned hereunder, upon or without any terms or conditions, and in whole or
in part: (1) sell, pledge, surrender, compromise, settle, release, renew,
subordinate, extend, alter, substitute, exchange, change, modify or otherwise
dispose of or deal with in any manner and in any order any Indebtedness, any
evidence thereof, or any security or other guaranty therefor; (2) accept any
security for or other guarantor of any Indebtedness; (3) fail, neglect or omit
to obtain, realize upon or protect any Indebtedness or any security therefor, to
exercise any lien upon or right to any money, credit or property toward the
liquidation of the Indebtedness, or to exercise any other right against the
Borrower, the undersigned, any other guarantor or any other person; and (4)
apply any payments and credits to the Indebtedness in any manner and in any
order. No act, omission or thing, except full payment and discharge of the
Indebtedness, which but for this provision could act as a release or impairment
of the liability of the undersigned hereunder, shall in any way release, impair
or otherwise affect the liability of the undersigned hereunder, and the
undersigned waives any and all defenses of the Borrower pertaining to the
Indebtedness, any evidence thereof, and any security therefor, except the
defense of discharge by payment. The failure of any person or persons to sign
this or any other guaranty shall not release, impair or affect the liability of
the undersigned hereunder. This guaranty is a primary obligation of the
undersigned and the Purchaser shall not be required to first resort for payment
of the Indebtedness to the Borrower or any other person, their properties or
estates, or any security or other rights or remedies whatsoever. The undersigned
shall be and remain liable for any deficiency remaining after foreclosure of any
mortgage or security interest securing the Indebtedness, whether or not the
liability of the Borrower or any other person for such deficiency is discharged
pursuant to statute, judicial decision or otherwise.

         The liability of the undersigned under this guaranty is in addition to
and shall be cumulative with all other liabilities of the undersigned to the
Purchaser, as guarantor or otherwise, without any limitations as to amount,
unless the writing evidencing or creating such other liability specifically
provides to the contrary. If any payment applied by the Purchaser to the
Indebtedness is thereafter set aside, recovered, rescinded or required to be
returned for any reason (including without limitation the bankruptcy, insolvency
or reorganization of the Borrower or any other person), the Indebtedness to
which such payment was applied shall for the purpose of this guaranty be deemed
to have continued in existence, notwithstanding such application, and this
guaranty shall be enforceable as to such Indebtedness as fully as if such
application had never been made.

         The undersigned waives: (1) notice of acceptance of this guaranty and
of the creation and existence of the Indebtedness; (2) presentment, demand for
payment, notice of dishonor, notice of nonpayment, and protest of any instrument
evidencing the


                                      -1-

<PAGE>

Indebtedness; and (3) all other demands and notices to the undersigned or any
other person and all other actions to establish the liability of the undersigned
hereunder. The undersigned consents to the personal jurisdiction of the state
and federal courts located in the State of Minnesota in connection with any
controversy related to this guaranty, waives any argument that venue in such
forums is not convenient, and agrees that any litigation initiated by the
undersigned against the Purchaser in connection with this guaranty shall be
venued in either the District Court of Dakota or Hennepin County, Minnesota, or
the United States District Court, District of Minnesota.

         All property of the undersigned, now or hereafter in the possession,
control or custody of or in transit to the Purchaser for any purpose, including
without limitation the balance of every account of the undersigned with and each
claim of the undersigned against the Purchaser, shall be subject to a lien and
security interest in favor of the Purchaser, as security for all liabilities of
the undersigned to the Purchaser, and shall be subject to be set off against any
and all such liabilities, and the Purchaser may at any time and from time to
time at its option and without notice appropriate and apply any such property
toward the payment of any and all such liabilities. The undersigned agrees to
promptly provide the Purchaser from time to time with financial statements of
the undersigned, in form and substance acceptable to the Purchaser, at least
once every 12 months and as otherwise requested by the undersigned agrees to
promptly provide the Purchaser, from time to time with such other information
respecting the condition (financial and otherwise), business and property of the
undersigned as the Purchaser may request, in form and substance acceptable to
the Purchaser, and will provide Purchaser prompt notice of any subsequent
substantial change in such financial condition. The undersigned hereby grants to
Purchaser its consent and authorization to contact consumer and commercial
credit reporting agencies as well as any other references disclosed by such
agencies (including employment history). Purchaser may also contact all
references of any kind (whether or not disclosed by credit agencies or provided
by the undersigned) to verify any information provided to Purchaser and any such
reference is authorized and instructed to fully release and discuss any
information requested by Purchaser.

         The undersigned waives all claims, rights and remedies which the
undersigned may now have or hereafter acquire against any person at any time now
or hereafter liable for payment of any of the Indebtedness and as to any
collateral security, including but not limited to all claims, rights and
remedies of contribution, indemnification, exoneration, reimbursement, recourse
and subrogation, whether or not such claim, right or remedy arises in equity,
under contract, by statute, under common law or otherwise, until the
Indebtedness has been fully paid. No waiver of any rights hereunder, and no
modification or amendment of this guaranty shall be effective unless the same is
in writing duly executed by the Purchaser, and each such waiver, if any, shall
apply only with respect to the specific instance involved and shall not impair
or affect the rights of the Purchaser or the provisions of this guaranty in any
other respect at any other time. This guaranty shall continue until written
notice of revocation of this guaranty, executed by the undersigned, has been
received by the Purchaser; provided, no revocation of this guaranty shall affect
in any manner any liability of the undersigned under this guaranty with respect
to Indebtedness arising before the Purchaser receives such written notice of
revocation, and the sole effect of revocation of this guaranty shall be to
exclude from this guaranty Indebtedness thereafter arising which is unconnected
with Indebtedness theretofore arising or transactions theretofore entered into.

         Any invalidity or unenforceability of any provision or application of
this guaranty shall not affect other lawful provisions and applications hereof
and to this end the provisions of this guaranty are declared to be severable.
This guaranty shall bind the undersigned and the heirs, representatives,
successors and assigns of the undersigned, and of each of them respectively, and
shall benefit the Purchaser, its successors and assigns. If other guaranties of
any part of the Indebtedness exist, neither the existence of nor payment on any
other guaranty shall be effective to modify, reduce or discharge the
undersigned's liability hereunder. If more than one person are guaranteeing the
obligations created hereby, then the liability created hereby shall be deemed
joint and several. This guaranty shall be governed by and construed in
accordance with the laws of the State of Minnesota.


                            (continued on next page)



                                      -2-
<PAGE>

THE UNDERSIGNED REPRESENTS, CERTIFIES, WARRANTS AND AGREES THAT THE UNDERSIGNED
HAS READ ALL OF THIS GUARANTY AND UNDERSTANDS ALL OF THE PROVISIONS OF THIS
GUARANTY. THE UNDERSIGNED ALSO AGREES THAT COMPLIANCE BY THE PURCHASER WITH THE
EXPRESS PROVISIONS OF THIS GUARANTY SHALL CONSTITUTE GOOD FAITH AND SHALL BE
CONSIDERED REASONABLE FOR ALL PURPOSES.



                                       -----------------------------------------
                                       [signature of Tamara A. Ells






STATE OF                               )
         --------------------          ) ss.
COUNTY OF                              )
          -------------------

On the ______________ day of _____________________________, 2001, before me
personally came ______________________________________________ to me known to be
the individual____ described in and who executed the above Guaranty and
acknowledged to me that ______he_____ executed the same as h____ free act and
deed.



                                      -3-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.(K)
<SEQUENCE>7
<FILENAME>d98124exv10wxky.txt
<DESCRIPTION>PROMISSORY NOTE
<TEXT>
<PAGE>
                                                ACTIVE LINK COMMUNICATIONS, INC.
                                                                     FORM 10-KSB
                                                                   EXHIBIT 10(k)

THE SECURITIES, IN THE FORM OF THE PROMISSORY NOTE OF ACTIVE LINK
COMMUNICATIONS, INC., HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS. SUCH SECURITIES CANNOT BE SOLD,
TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED, EXCEPT IN ACCORDANCE WITH THE
SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS.

                                 PROMISSORY NOTE

$125,000                                                     Englewood, Colorado
                                                               November 26, 2001

FOR VALUE RECEIVED, ACTIVE LINK COMMUNICATIONS, INC., a Colorado corporation,
7388 South Revere Parkway, Suite 1000, Englewood, Colorado 80112, and its
successors and assigns, (the "Company") promises to pay to the order of James M.
Ciccarelli ("Holder"), at 4901 El Camino Drive, Englewood, Colorado 80111, or at
such other place as Holder may from time to time designate in writing, the
principal sum of One Hundred Twenty-Five Thousand Dollars ($125,000) in lawful
money of the United States of America, together with interest on so much thereof
as is from time to time outstanding at the rate hereinafter provided, and
payable as hereinafter provided.

1.       Interest. The unpaid principal balance of the Note shall earn interest
         from the date of this Note at the rate of twelve percent (12%) per
         annum through the Maturity Date (as defined below).

2.       Payment/Maturity Date. The total outstanding principal balance hereof,
         together with accrued and unpaid interest, shall be due and payable on
         April 27, 2002 (the "Maturity Date").

3.       Default Interest and Attorney Fees. Upon default in payment of this
         Note, Holder may pursue all remedies to which Holder may be entitled,
         including declaring the balance of the principal remaining unpaid,
         interest accrued thereon, and all other costs due and payable, and
         fees, and shall bear interest at the rate of eighteen percent (18%) per
         annum from the date of default, or the Maturity Date, as applicable. In
         the event of default, the Company and all other parties liable hereon
         agree to pay all costs of collection, including reasonable attorneys'
         fees.

4.       Conversion. This Note shall be convertible, at the option of Holder in
         its sole and absolute discretion, in whole or in part and at any time
         or from time to time prior to repayment, into fully paid and
         nonassessable shares (the "Conversion Shares") of Common Stock, no par
         value (the "Common Stock"), of the Company, at the conversion price of
         $.80 per share. If Holder elects to exercise its option, then the
         following shall occur:

                (a) Holder shall deliver to Company a notice of such election
         (the "Conversion Notice"), indicating the amount of principal of this
         Note to be converted (such amount to be converted referred to herein as
         the "Converted Amount").

                (b) Promptly upon receipt of the Conversion Notice, Company
         shall deliver (i) a certificate or certificates of Company's Common
         Stock representing at least the number of shares issuable to Holder
         upon conversion of the Converted Amount, duly endorsed in blank or
         accompanied by a stock transfer power executed in like manner, and (ii)
         a copy of the Conversion Notice.

                (c) If this Note is converted in whole, Holder shall deliver
         this Note to Company marked "Canceled," and Company shall immediately
         pay to Holder all accrued and unpaid interest then due and owing on the
         date of such conversion. If this Note is converted in part, Company
         shall immediately pay to Holder all accrued and





<PAGE>

         unpaid interest then due and owing on the date of such conversion, and
         Company shall deliver to Holder a replacement Note for any outstanding
         principal amount not converted, dated the date of such conversion, with
         the same Maturity Date and provisions as contained in this Note.

                  (d) No fractional shares will be issued on conversion of this
         Note.

5.       Adjustment for Issuance of Shares at Less Than the Conversion Price. If
         and whenever any Additional Common Stock (herein defined) shall be
         issued by Company (the "Stock Issue Date"), prior to conversion, for a
         consideration per share less than the Conversion Price, then in each
         such case the initial Conversion Price shall be reduced to a new
         Conversion Price in an amount equal to the price per share for the
         Additional Common Stock then issued, if issued in connection with a
         sale of shares, or the value of the Additional Common Stock then
         issued, as determined in accordance with generally accepted accounting
         principles, if issued other than for cash, and the number of shares
         issuable to Holder upon conversion shall be proportionately increased;
         and, in the case of Additional Common Stock issued without
         consideration, the initial Conversion Price shall be reduced in amount
         and the number of shares issued upon conversion shall be increased in
         an amount so as to maintain for the Holder the right to convert this
         Note into shares equal in amount to the same percentage interest in the
         Common Stock of the Company as existed for the Holder immediately
         preceding the Stock Issue Date.

6.       Sale of Shares. In case of the issuance of Additional Common Stock for
         a consideration part or all of which shall be cash, the amount of the
         cash consideration therefore shall be deemed to be the gross amount of
         the cash paid to Company for such shares, before deducting any
         underwriting compensation or discount in the sale, underwriting or
         purchase thereof by underwriters or dealers or others performing
         similar services or for any expenses incurred in connection therewith.
         In case of the issuance of any shares of Additional Common Stock for a
         consideration part or all of which shall be other than cash, the amount
         of the consideration therefore, other than cash, shall be deemed to be
         the then fair market value of the property received.

7.       Stock Dividends. Shares of Common Stock issued as a dividend or other
         distribution on any class of capital stock of Company shall be deemed
         to have been issued without consideration.

8.       Adequate Shares. Company will at all times reserve and keep available,
         for the purpose of issuance upon conversion, a sufficient number of
         shares of Common Stock owned by Company deliverable upon Holder's
         exercise of its conversion rights under this Note.

9.       Limitation of Interest. All agreements between Company and Holder,
         whether now existing or hereafter arising and whether written or oral,
         are expressly limited so that in no contingency or event whatsoever,
         whether by reason of advancement of the proceeds hereof, acceleration
         of the maturity of the unpaid principal balance hereof, or otherwise,
         shall the amount contracted for, charged, received, paid or agreed to
         be paid to the holder hereof for the use, forbearance, or detention of
         the money evidenced by this Note or for the payment or performance of
         any covenant or obligation contained herein or in any other document
         pertaining to the indebtedness evidenced by this Note exceed the
         maximum amount permissible under applicable usury laws. If, from any
         circumstance whatsoever, fulfillment of any provision hereof or of any
         other agreement shall, at the time fulfillment of such provision be
         due, involve transcending the limit of validity prescribed by law which
         a court of competent jurisdiction may deem applicable hereto, then,
         ipso facto, the obligation to be fulfilled shall be reduced to the
         limit of such validity; and if from any circumstance the holder hereof
         shall ever receive as interest an amount which would exceed the maximum
         lawful rate, any amount equal to any excessive interest shall (a) be
         applied to the reduction of the unpaid principal balance due hereunder
         and not to the payment of interest, or (b) if such excess interest
         exceeds the unpaid principal balance of this Note, such excess shall be
         refunded to Company. All sums contracted for, charged, or received
         hereunder for the use, forbearance, or detention of the indebtedness
         evidenced hereby shall, to the extent permitted by applicable law, be
         amortized, prorated, allocated, and spread throughout the full term of
         this Note until payment in full so that the rate of interest on account
         of such indebtedness is uniform throughout the term hereof. The terms
         and provisions of this paragraph shall control and supersede every
         other provision of all agreements between Company and the Holder
         hereof.



                                       2
<PAGE>

10.      Prepayment. This Note may be prepaid in whole or in part without
         penalty or premium.

11.      Costs of Collection. Company agrees that if, and as often as, this Note
         is placed in the hands of an attorney for collection or to defend or
         enforce any of Holder's rights hereunder or under any instrument
         securing payment of this Note, Company shall pay to Holder its
         reasonable attorneys' fees and all court costs and other expenses
         incurred in connection therewith, regardless of whether a lawsuit is
         ever commenced or whether, if commenced, the same proceeds to judgment
         or not. Such costs and expenses shall include, without limitation, all
         costs, reasonable attorneys' fees, and expenses incurred by Holder in
         connection with any insolvency, bankruptcy, reorganization,
         foreclosure, deed in lieu of foreclosure or similar proceedings
         involving Company or any endorser, surety, guarantor, or other person
         liable for this Note which in any way affect the exercise by Holder of
         its rights and remedies under this Note, or any other document or
         instrument securing, evidencing, or relating to the indebtedness
         evidenced by this Note.

12.      Default. At the option of Holder, the unpaid principal balance of this
         Note and all accrued interest thereon shall become immediately due,
         payable, and collectible, with written notice of default and demand,
         and with five days notice to cure any default, upon the occurrence at
         any time of any of the following events, each of which shall be deemed
         to be an event of default hereunder:

         a.       Company's failure to make any representation, warranty,
                  payment of principal, interest, or other charges on or before
                  the date on which such payment becomes due and payable under
                  this Note.

         b.       Company's breach or violation of any agreement or covenant
                  contained in this Note, or in any other document or instrument
                  securing, evidencing, or relating to the indebtedness
                  evidenced by this Note.

         c.       Dissolution, liquidation or termination of Company.

13.      Application of Payments. Any payment made against the indebtedness
         evidenced by this Note shall be applied against the following items in
         the following order: (1) costs of collection, including reasonable
         attorney's fees incurred or paid and all costs, expenses, default
         interest, late charges and other expenses incurred by Holder and
         reimbursable to Holder pursuant to this Note (as described herein); (2)
         default interest accrued to the date of said payment; (3) outstanding
         principal; and (4) finally, ordinary interest accrued to the date of
         said payment.

14.      Assignment and Transferability of Note. Company may assign this Note to
         any entity that acquires Company or substantially all of Company's
         assets. Holder may not transfer the Note in any manner without the
         written agreement of the Company.

15.      Waiver. Except as otherwise expressly provided herein, Company waives
         demand, presentment for payment, notice of intent to accelerate, notice
         of acceleration, notice of nonpayment or dishonor, grace, protest,
         notice of protest, all other notices, and any and all diligence or
         delay in collection or the filing of suit hereon.

16.      Purpose of Loan. Company certifies that the loan evidenced by this Note
         is obtained for business or commercial purposes and that the proceeds
         thereof will not be used primarily for personal, family, household, or
         agricultural purposes.

17.      Governing Law. This Note shall be governed by and construed in
         accordance with the laws of the State of Colorado without reference to
         conflict of laws principles. Jurisdiction and venue shall lie in
         federal and state courts in Arapahoe County, Colorado.




                                       3
<PAGE>

18.      Binding Effect. The term "Company" as used herein shall include the
         original Company of this Note and any party who may subsequently become
         liable for the payment hereof as an assumer with the consent of the
         Holder, provided that Holder may, at its option, consider the original
         Company of this Note alone as Company unless Holder has consented in
         writing to the substitution of another party as Company. The term
         "Holder" as used herein shall mean Holder or, if this Note is
         transferred, the then Holder of this Note.

19.      Relationship of Parties. Nothing herein contained shall create or be
         deemed or construed to create a joint venture or partnership between
         Company and Holder. Holder is acting hereunder as a lender only.

20.      Severability. Invalidation of any of the provisions of this Note or of
         any paragraph, sentence, clause, phrase, or word herein, or the
         application thereof in any given circumstance, shall not affect the
         validity of the remainder of this Note.

21.      Amendment. This Note may not be amended, modified, or changed, except
         only by an instrument in writing signed by both of the parties.

22.      Time of the Essence. Time is of the essence for the performance of each
         and every obligation of Company hereunder.


         IN WITNESS WHEREOF, the undersigned has executed this Note as of
November 29, 2001.

                                  ACTIVE LINK COMMUNICATIONS, INC.
                                     a Colorado corporation



                                  By:
                                     ------------------------------------------
                                              David E. Welch, VP & CFO



                                       4





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.(L.1)
<SEQUENCE>8
<FILENAME>d98124exv10wxlw1y.txt
<DESCRIPTION>PROMISSORY NOTE
<TEXT>
<PAGE>
                                                ACTIVE LINK COMMUNICATIONS, INC.
                                                                     FORM 10-KSB
                                                                EXHIBIT 10 (1.1)

                                 PROMISSORY NOTE


$2,611,871.07                                           Du Page County, Illinois
(PRINCIPAL AND INTEREST AMOUNT AS OF APRIL 30, 2002)    May 28, 2002


1.       AGREEMENT TO PAY.

         FOR GOODS AND VALUE RECEIVED IN THE AMOUNT OF $2,611,871.07 under a
certain Certified Master VAR Agreement by and between PC Solutions of Illinois,
Inc., now known as Mobility Concepts, Inc., a Wisconsin corporation (hereinafter
referred to from time-to-time as "MC") and Fujitsu Personal Systems, Inc., now
known as Fujitsu PC Corporation, a California corporation (hereinafter referred
to from time-to-time as "FPC") executed by the parties on January 8, 1999 and
January 14, 1999 respectively, which is hereby incorporated by reference and
made a part hereof, and for other goods and value received by MC from FPC under
other purchase agreements and purchase orders, MC, Timothy Ells, and Tamara Ells
(hereinafter referred to from time-to-time as "Co-Makers") unconditionally
promise to pay to FPC (hereinafter referred to as "Payee") the amount of
$2,611,871.07 plus interest at the rate of 18% per annum on the remaining
balance until a payment of $500,000.00 is made on or before June 7, 2002 (or ten
days thereafter if Co-Makers exercise that extension at their discretion), and
then at 6% per annum on the remaining balance until June 7, 2003, or until the
remaining balance is paid. Payments shall be credited first to interest accrued
and owing, and then to unpaid principal.

2.       PAYMENT SCHEDULE.

         MC, Timothy Ells, and Tamara Ells shall make payments on this Note by
wire-transfer or in any other reasonable manner acceptable to Payee, at Payee's
sole discretion, as follows and with a grace period of five business days:

<Table>
<S>                                                                       <C>
         A.       June 7, 2002:                                                  $500,000.00
                  (or 10 days thereafter if an extension is necessary)

         B.       The 7th of each month through and until June 7, 2003           $100,000.00

         C.       December 7, 2002                                               $500,000.00

         D.       June 7, 2003                                             Remaining Balance
</Table>

THIS NOTE MAY BE PREPAID IN WHOLE OR IN PART AT ANY TIME WITHOUT PENALTY.


<PAGE>

3.       CHARACTER OF OBLIGATION.

         As an inducement to Payee to forbear the collection of the principal
amount due and interest thereon owing from Co-Makers to Payee and for value
received, Co-Makers hereby unconditionally and absolutely guarantee the prompt
and full payment and performance of all terms of this Note.

4.       EVENTS OF DEFAULT.

         The occurrence of any one of the following events shall constitute an
"Event of Default." Upon the occurrence of any Event of Default, Payee shall
have all the rights and privileges contained in the Confession of Judgment
provision of this Note.

         A. Failure of Co-Makers to pay any installment payable under Par. 2 of
this Note within five business days from the date when due;

         B. The death or legal incompetency of one or more of the Co-Makers;

         C. Any one or more of the Co-Makers become unable to pay their debts as
they mature;

         D. Any one or more of the Co-Makers make an assignment for the benefit
of creditors;

         E. Any one or more of the Co-Makers file petitions in bankruptcy or are
adjudicated bankrupt or insolvent, or file a petition or answer seeking any
reorganization, arrangement, composition, readjustment, liquidation, dissolution
or similar relief under the present or any future applicable federal, state or
other statute or law.

         F. Any one or more of the Co-Makers seek or consent to or acquiesce in
the appointment of a trustee, receiver or liquidator of all or any substantial
part of their respective property.

5.       REMEDIES.

         Upon the occurrence of any Event of Default, at the election of Payee,
and without notice, the principal balance remaining unpaid under this Note, and
all unpaid interest accrued thereon and any other amounts due hereunder, shall
be and become immediately due and payable in full. Failure to exercise this
option shall not constitute a waiver of the right to exercise same in the event
of any subsequent Event of Default. Payee shall not, by any act of omission or
commission, be deemed to waive any of its rights, remedies or powers hereunder
or otherwise unless such waiver is in writing and signed by an officer of Payee,
and then only to the extent specifically set forth therein. The rights, remedies
and powers of the Payee as provided in this Note are cumulative and concurrent,
and may be pursued singly, successively, or together against any one or more of
the Co-Makers, all at the sole discretion of Payee.




                                       2
<PAGE>

6.       WAIVER OF RIGHTS.

         MC, Timothy Ells, and Tamara Ells, hereby waive freely and voluntarily
any and all defense, counterclaim, and set-off that they may have in connection
with this Note. Co-Makers further waive any right to a jury trial in connection
with this matter. Co-Makers further acknowledge they have been represented by
counsel in connection with this Note. Co-Makers further waive any right or
obligation of arbitration that may exist under any agreement of the parties in
connection with performance of this Note or the indebtedness evidenced by this
Note.

7.       GOVERNING LAW.

         This Note shall be governed and controlled as to validity, enforcement,
interpretation, construction, and effect, and in all other respects, by the laws
of the State of Illinois without reference to rules governing choice of law.

8.       VENUE AND SERVICE OF PROCESS.

         Co-Makers agree that all actions or proceedings in any way arising out
of or related to this Note will be litigated in courts having situs in the
County of Cook, Illinois, including the United States District Court for the
Northern District of Illinois. Co-Makers hereby consent and submit to the
jurisdiction and venue of the United States District Court for the Northern
District of Illinois or the Circuit Court of Cook County. For purposes of
service of process to enforce this Note, Co-Makers irrevocably appoint Attorney
John Lee, currently of the law firm of Ross & Hardies, 150 N. Michigan Ave.,
Chicago, Illinois, as their attorney-in-fact and authorized agent for acceptance
and receipt of service of process

9.       ACKNOWLEDGEMENT

         CO-MAKERS ACKNOWLEDGE THAT THIS INSTRUMENT CONTAINS A CONFESSION OF
JUDGMENT PROVISION THAT CONSTITUTES A WAIVER OF IMPORTANT RIGHTS THAT THEY MAY
HAVE AND THAT ALLOWS PAYEE TO OBTAIN A JUDGMENT AGAINST THEM WITHOUT FURTHER
NOTICE.

10.      CONFESSION OF JUDGMENT.

         Co-Makers and each of them hereby acknowledge and confess judgment
against each of them and in favor of Payee for the unpaid amount of this Note.
Co-Makers and each of them hereby irrevocably authorize and empower any
attorney-at-law to appear in any court of record and to confess judgment against
them for the unpaid amount of this Note as evidenced by an affidavit signed by
an officer of Payee setting forth the amount then due, plus attorneys' fees as
provided in the Note, plus costs of suit, and to release all errors, and waive
all rights of appeal. If a copy of this Note, verified by an affidavit, shall
have been filed in the proceeding, it will not be necessary to file the original
as a warranty of attorney. Co-Makers waive the right to any stay of execution
and the benefit of all exemption laws now or hereinafter in effect. No single
exercise of the foregoing warrant and power to confess judgment will be deemed
to exhaust the power, whether or not any such exercise shall be held by any
court to be invalid, voidable, or void; but the power will continue undiminished
and may be exercised from time to time as Payee may elect until all amounts
owing on this Note have been paid in full.



                                       3
<PAGE>

11.      TIME OF THE ESSENCE.

         Time is of the essence to this Note and failure to timely perform is a
material default.

12.      WARRANTY.

         Co-Makers warrant that a true and correct copy of a corporate
resolution authorizing the execution of this Note has been provided to FPC.

13.      ATTORNEYS' FEES.

         MC, Timothy Ells, and Tamara Ells agree to pay all costs, expenses, and
reasonable attorneys' fees paid or incurred by Payee in connection with any
collection or enforcement proceedings, including defenses or counterclaims,
regarding this Note.

14.      JOINT AND SEVERAL LIABILITY.

         The obligations and liabilities of MC, Timothy Ells, and Tamara Ells
under this Note are joint and several, and shall be binding upon and enforceable
against each Co-Maker and its, his, or her respective successors and assigns.
This Note shall inure to the benefit of and may be enforced by Payee and its
successors and assigns.

15.      SEVERABILITY.

         If any provision of this Note is held by an administrative agency or
court of competent jurisdiction to be illegal, invalid or unenforceable, such
provision shall be fully severable. The effect of such holding shall be confined
to the provision held to be illegal, invalid or unenforceable, and shall not
impair or invalidate the remainder of this Note.

16.      OTHER GENERAL AGREEMENTS.

         A. This Note is a business Note that comes within the purview of
Section 205/4, paragraph (1)(c) of Chapter 815 of the Illinois Compiled
Statutes, as amended. Co-Makers agree that the Note is an exempted transaction
under the Truth In Lending Act, 15 U.S.C., Section 1601, et seq.

         B. This Note may not be changed or amended orally but only by an
instrument in writing signed by the party against whom enforcement of the change
or amendment is sought.

         C. Payee shall not be construed for any purpose to be a partner, joint
venturer, agent or associate of Co-Makers or of any lessee, operator,
concessionaire or licensee of Co-Makers in the conduct of their business.
Co-Makers agree to indemnify, defend, and hold Payee harmless from and against
any and all damages, costs, expenses and liability that may be incurred by Payee
as the result of a claim that Payee is such partner, joint venturer, agent or
associate.




                                       4
<PAGE>

         D. If the interest provisions of this Note shall result at any time
during the term of this Note in an effective rate of interest which, for any
month, exceeds the limit of usury or other laws applicable to this Note, all
sums in excess of those lawfully collectible as interest of the period in
question shall, without further agreement or notice between or by any party
hereto, be applied to principal immediately upon receipt of such monies by
Payee, with the same force and effect as though Payee has specifically
designated such extra sums to be so applied to principal and Payee had agreed to
accept such extra payment(s) as a premium-free prepayment.

         E. Payee may at any time assign its rights in this Note or any part
thereof. Co-Makers may not assign their interest in this Note either voluntarily
or by operation of law without the prior written consent of Payee.


         IN WITNESS WHEREOF, the undersigned have executed this Note as of the
date first above written.


MOBILITY CONCEPTS, INC.


By:
         ---------------------------------------
         Tamara Ells, a corporate officer

Dated:
         ---------------------------------------


TIMOTHY ELLS, Individual Co-maker


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

Dated:
         ---------------------------------------


TAMARA ELLS, Individual Co-maker


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

Dated:
         ---------------------------------------





                                       5
<PAGE>

STATE OF ILLINOIS     )
COUNTY OF             )

         I, a Notary Public in and for said County, in the State of Illinois, do
hereby certify that Mobility Concepts, Inc., by Timothy Ells, a corporate
officer, who is known to me and to be the same person whose name is subscribed
to the foregoing Note, appeared before me this day in person and acknowledged
that he signed and delivered the said Note by his own free and voluntary act.

SWORN AND SUBSCRIBED
to before me before this _______
day of May, 2002


---------------------------------
NOTARY PUBLIC

My Commission expires:


STATE OF ILLINOIS      )
COUNTY OF              )

         I, a Notary Public in and for said County, in the State of Illinois, do
hereby certify that Timothy Ells, an individual Co-maker of the Note, who is
known to me and to be the same person whose name is subscribed to the foregoing
Note, appeared before me this day in person and acknowledged that he signed and
delivered the said Note by his own free and voluntary act.

SWORN AND SUBSCRIBED
to before me before this _______
day of May, 2002.


---------------------------------
NOTARY PUBLIC

My Commission expires:




                                       6
<PAGE>

STATE OF ILLINOIS      )
COUNTY OF              )

         I, a Notary Public in and for said County, in the State of Illinois, do
hereby certify that Tamara Ells, an individual Co-maker of the Note, who is
known to me and to be the same person whose name is subscribed to the foregoing
Note, appeared before me this day in person and acknowledged that she signed and
delivered the said Note by her own free and voluntary act.

SWORN AND SUBSCRIBED
to before me before this _______
day of May, 2002.


---------------------------------
NOTARY PUBLIC

My Commission expires:



                                       7

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.(L.2)
<SEQUENCE>9
<FILENAME>d98124exv10wxlw2y.txt
<DESCRIPTION>PERSONAL GUARANTEE
<TEXT>
<PAGE>
                                                ACTIVE LINK COMMUNICATIONS, INC.
                                                                     FORM 10-KSB
                                                                 EXHIBIT 10(l.2)

                               PERSONAL GUARANTEE


FOR VALUE RECEIVED and to enable Mobility Concepts, Inc. (hereafter called
"Customer") to obtain credit from time to time from Fujitsu PC Corporation
(hereafter called "Seller"), the undersigned do hereby request Seller to extend
from time to time to Customer such credit as Seller may deem proper, and the
undersigned does hereby guarantee full and prompt payment to Seller of payments
due under a Promissory Note dated and executed on May 28, 2002, by Mobility
Concepts, Inc., Timothy Ells and Tamara Ells in favor of Seller.

The undersigned also agree to pay in addition thereto all costs, expenses and
reasonable attorneys' fees paid or incurred to collect said indebtedness,
liabilities and obligations or in enforcing this Guaranty.

This Guaranty shall not be impaired by any compromise, release, renewal or
modification of any of said indebtedness, liabilities and obligations. In order
to hold the undersigned liable hereunder it shall not be necessary for Seller to
first resort for payment to Customer. Diligence in collection, presentment for
payment, demand, protest and notice of dishonor, of default, of non-payment, of
the creation or existence of indebtedness, liabilities, and obligations and of
extension of credit and indulgence hereunder are hereby expressly waived.

In case of death, dissolution, liquidation, insolvency or bankruptcy of the
Customer, all indebtedness, liabilities and obligations shall become immediately
due. This Guaranty shall continue, absolute and unconditional and shall remain
in full force until all indebtedness, liabilities and obligations contained in
the Promissory Note of May 28, 2002 shall be fully paid.

Death or dissolution of the undersigned shall not terminate this Guaranty until
notice shall have actually been received by the Seller by Registered Letter and
also until all indebtedness, liabilities and obligations created by the
Promissory Note of May 28, 2002 shall be fully paid.

Seller may, without notice, sell, assign, or transfer said indebtedness,
liabilities and obligations or any part thereof, and in that event each
assignee, transferee or holder of any part thereof shall have the right to
enforce this Guaranty.

If the Guaranty is executed by more than one guarantor, all guarantors shall be
jointly and severally responsible in accordance with the terms of this Guaranty,
but release of one guarantor shall not impair the guarantee of any other
guarantor.

This Guaranty shall be construed according to the laws of the State of
California and is binding on the undersigned and upon the heirs, legal
representatives, successors, and assigns of the undersigned, and shall inure to
the benefit of Seller, its successors, legal representatives and assigns.

THIS GUARANTY EXPIRES ON THE DATE THAT THE INDEBTEDNESS CREATED BY THE
PROMISSORY NOTE OF MAY 28, 2002 IS FULLY PAID.

<Table>
<S>                                                  <C>
TIMOTHY ELLS                                         TAMARA ELLS

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

Dated:                                               Dated:
        ------------------------------------                 ------------------------------------
</Table>




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.(M.1)
<SEQUENCE>10
<FILENAME>d98124exv10wxmw1y.txt
<DESCRIPTION>STOCK PURCHASE AGREEMENT
<TEXT>
<PAGE>
                                                ACTIVE LINK COMMUNICATIONS, INC.
                                                                     FORM 10-KSB
                                                                EXHIBIT 10 (m.1)

                            STOCK PURCHASE AGREEMENT

         THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made and entered
into by and between Active Link Communications, Inc. ("Seller") and Unisource
Cap LLC ("Purchaser").

         The parties agree as follows:

         1. PURCHASE OF SHARES. By execution and delivery of this Agreement and
subject to the terms and conditions of this Agreement, Purchaser hereby agrees
to purchase 16,000,000 fully paid and nonassessable shares of the restricted
common stock of Active Link Communications, Inc. ("ACVE") (the "Shares"), which
Shares represent approximately 43% of the current issued and outstanding common
stock of the Seller, subject to securities law restrictions but otherwise free
and clear of all liens, claims and encumbrances. In consideration for the sale
and transfer of the Shares, and in full payment for such Shares, the Purchaser
hereby agrees to pay to Seller in cash the aggregate principal amount of
$4,000,000 (the "Purchase Price") at $0.25 per share, subject to the conditions
of Closing set forth in Paragraph 3 below.

         2. AUTHORIZATION AND SALE OF SHARES. Subject to the terms and
conditions of this Agreement, the Seller agrees to sell, issue and deliver to
the Purchaser the Shares in exchange for the consideration specified in
Paragraph 1 above and the Seller before the Closing will have authorized the
sale, transfer and delivery of the Shares to Purchaser at the Closing.

         3. CLOSING. The Purchaser and the Seller agree that the sale and
purchase of the Shares shall be closed at the offices of Arizona Escrow &
Financial Corporation, 3700 N. 24th Street, Suite 130, Phoenix, AZ 85106
("Escrow Agent") upon inspection and approval by Purchaser of the following
"Closing Documents": (i) two stock certificates representing the Shares (one
certificate for 1,600,000 Shares and one certificate for 14,400,000 Shares)
being purchased by Purchaser bearing the name "Unisource Cap LLC"; (ii) a
Secretarial Certificate certifying the resolutions of the Board of Directors
authorizing the sale, issuance and delivery of the Shares to the Purchaser and
authorizing the execution and delivery of this Agreement; and, (iii) such other
Closing Documents as the Seller, Purchaser or Escrow Agent may reasonably
require to carry out the provisions of this Agreement.

         Purchaser shall cause an escrow account to be opened promptly upon the
execution and delivery of this Agreement by the parties (the "Escrow Account").
Purchaser shall be solely responsible for the payment of all escrow fees. Within
two days of execution of this Agreement by the later to execute of the two
parties (the "Effective Date"), Seller will furnish the Purchaser the proposed
escrow agreement and/or escrow instructions of the Escrow Agent and a list of
other Closing Documents, if any, required by Purchaser. Seller and Purchaser
shall, within five days after the date of Purchaser's receipt of the documents
from the Escrow Agreement, attempt to jointly execute and deliver to the Escrow
Agent an escrow agreement and/or escrow instructions satisfactory to both Seller
and Purchaser to carry out the provisions of this Agreement, including the
opening of an Escrow Account with the Escrow Agent. The Seller shall, within
three days of signing of the agreement with the Escrow Agent, cause to be
deposited the Seller's Closing





<PAGE>

Documents in the Escrow Account upon receipt of Seller's confirmations and the
Escrow Agent shall confirm in writing/fax the receipt thereof to both parties.
It is understood that because Seller is a Colorado corporation, the Seller will
initially deposit a "specimen" certificate with the Escrow Agent which will be
identical to the certificate to be issued to Purchaser at the closing of the
first 1,600,000 of the Shares except that the Purchaser's name will not appear
on the certificate.

         Within 10 to 20 days of the date of such confirmation, Purchaser shall
cause to be conducted its "due diligence" of the Seller's Closing Documents,
including the verification and authentication of the Shares. Escrow Agent is
authorized to transfer the Shares and related Closing Documents to any
securities house of his choosing to validate and verify the authenticity of the
stock certificates and related documents so long as it has continuous control of
the certificates and documents until accepted and funds are transferred to the
Escrow Account for the payment to Seller.

         Should the Purchaser find the Closing Documents to be satisfactory, the
transaction shall close as follows:

                  (a) Within the 10-20 day "due diligence" period, Purchaser
shall wire-transfer to the Escrow Agreement 10% of the Purchase Price (i.e.,
$400,000) and Escrow Agent shall notify Purchaser of receipt of funds. Within
two business days of such notification, Seller shall deliver a certificate to
the Escrow Agent for 1,600,000 of the Shares which shall be identical to the
specimen previously delivered except that it shall be issued in the name of the
Purchaser and it shall be dated no more than two business days after the date of
transmission to the Escrow Agent; and

                  (b) Within 90 days of the date of confirmation of receipt of
the Seller's Closing documents in the Escrow Account, Purchaser shall
wire-transfer to the Escrow Account 90% of the Purchase Price (i.e., $3,600,000)
and Escrow Agent shall notify Purchaser of receipt of funds. Within two business
days of such notification, Seller shall deliver a certificate to the Escrow
Agent for 14,400,000 of the Shares which shall be identical to the specimen
previously delivered except that it shall be issued in the name of the Purchaser
and it shall be dated no more than two business days after the date of
transmission to the Escrow Agent.

         In each of the above cases, the Escrow Agent shall immediately upon
receipt of such funds from Purchaser and the duly issued certificate from Seller
wire-transfer such portion of the Purchase Price funds to the Seller, less any
amount thereof due Bathgate Capital Partners LLC ("BCP") that Seller is
obligated to pay out of the Purchase Price funds (the pertinent information
necessary to make any such payments to BCP shall be furnished to Escrow Agent
prior to Closing by both Seller and Purchaser as appropriate). At the same time,
Escrow Agent shall also deliver to Purchaser the stock certificate representing
the Shares purchased by Purchaser with each such installment payment. Escrow
Agent shall confirm in writing/fax such payments and stock deliveries to both
Seller and Purchaser.

         In the event that Purchaser chooses not to complete the purchase of the
stock after its 10 to 20 day "due diligence", the Escrow Agent shall return to
the Seller the stock certificate(s) and Seller's Closing Documents and deliver
to Purchaser any deposits made by it and thereafter the Escrow shall be closed
with no further liability on either party's part.




                                       2
<PAGE>

         Purchaser shall cause its agents and representatives to conduct its
"due diligence" in a timely and prompt manner and should it have a question or
problem with any of the Seller's Closing Documents it shall bring such concerns
to the attention of the Seller which shall have 3 business days to cure any such
concern. In the event any of the foregoing steps are not taken within the time
limits provided or are not cured within the time limits, Purchaser may choose to
have the Escrow Agent return the stock certificate and Seller's Closing
Documents to the Seller in a prompt manner. In such event, this agreement and
any escrow instructions to the Escrow Agent shall be deemed rescinded and each
document shall become null and void without further legal effect.

         4. REPRESENTATIONS, WARRANTIES AND FURTHER COVENANTS.

                  (a) The Seller represents and warrants to the Purchaser that
(i) this Agreement has been duly authorized, executed and delivered on behalf of
the Seller, and constitutes the valid and binding agreement of the Seller, and
is fully enforceable in accordance with its terms; and, (ii) the Shares when
transferred to the Escrow Account in accordance with this Agreement will be
validly issued, fully paid and nonassessable will be free and clear of any lien,
claim or encumbrance, subject to Rule 144 restrictions.

                  (b) The Purchaser represents and warrants to the Seller than
(i) this Agreement has been duly authorized, executed and delivered on behalf of
the Purchaser, and constitutes the valid and binding agreement of the Purchaser,
and is fully enforceable in accordance with its terms; (ii) it is an accredited
investor under SEC rules and is purchasing the Shares for its own account for
the purpose of investment and shall only subsequently distribute or sell such
Shares in accordance with pertinent securities laws; (iii) it has been furnished
access to the business records of Seller, and to such additional documents and
information, including the Closing Documents, as it may have requested; and (iv)
it understands that the funds used to purchase the Shares are expected to be
used by Seller for working capital, including payments of accounts payable, and
(v) it understands that the purchase of the Shares must be considered extremely
speculative and subject to a high degree of risk due to Seller's small size and
current financial condition as well as other risks as disclosed in Seller's
filings with the SEC.

                  (c) Both the Seller and the Purchaser expressly warrant to one
another and to Escrow Agent as follows:

                           (i) Each of Seller and Purchaser acknowledges that
none of the Shares has been registered under the Securities Act of 1933, the
Arizona or Colorado securities laws, or any other state or Federal law relating
to the sale or offering for sale of securities, it being the intention of the
parties that this transaction qualify as an exempt transaction under such laws
as applicable hereto. Each of Seller and Purchaser further acknowledges and
represents that it has, to the extent desired, consulted its own attorney,
accountant and investment advisor in connection with the proposed transfer, and
that it is not relying on any warranty, representation or assurance on the part
of the Escrow Agent in choosing to enter into this transaction without requiring
registration under applicable state and Federal law.

                           (ii) Purchaser warrants and represents that the
Shares are being acquired for its own account and for purposes of investment and
not with a view to the resale or other distribution as to all or any part
thereof. Purchaser is aware that the Shares cannot be resold without
registration under applicable securities laws, or exemption therefrom, and that
it may be required to





                                       3
<PAGE>

hold the shares indefinitely, and is further aware that if the transfer is
permitted, there are certain legally prescribed waiting period before the Shares
can be transferred to another person. Purchaser warrants and represents that
because the Shares are being acquired by it for investment purposes and in a
private offering, the certificates for the shares will have a restrictive legend
placed on them.

                           (iii) Purchaser and Seller warrant and represent that
the Escrow Agent has made no warranties or representations, and has rendered no
advice of counsel regarding the transfer of Shares. Purchaser and Seller hereby
jointly and severally agree to indemnify and hold Escrow Agent harmless from and
against any and all liability, cost and expenses, including without limitation
reasonable attorney's fees and costs of litigation, relating to or arising by
virtue of the transfer of the Shares or any claim, demand or cause of action
relating thereto.

         5. GENERAL PROVISIONS.

                  (a) This Agreement and all instruments or documents delivered
pursuant hereto contain the entire and final understanding and agreement of the
parties hereto with respect to he subject matter hereof and may not be altered
or amended except by the mutual written agreement of the parties hereto.

                  (b) This Agreement shall remain in full force and effect until
the Purchaser no longer owns or controls the Shares and each of the provisions
hereof shall inure to the benefit of and bind, as the case may be, the parties
hereto and their respective successors and assigns.

                  (c) Should any one or more provisions of this Agreement be
determined to be illegal or unenforceable, all other provisions of this
Agreement shall nevertheless remain in full force and effect.

                  (d) Each party shall initially deliver all notices, demands
and requests of any kind which either party may be required or may desire to
serve upon the other party hereto in connection with this Agreement by Telefax
and shall thereafter cause the original writings to be delivered to the other
party by overnight courier service, or sent by registered or certified mail
return receipt requested, postage prepaid, and addressed as follows:

To Purchaser:              Unisource Cap LLC
                           c/o Anderson Hall Group, Inc.
                           Attn:  J.D. Surber, President
                           5025 N. Central Ave., Ste. 108
                           Phoenix, AZ  85012
                           Tel. No. 602/631-3934
                           Fax No. 602/631-3936
To Seller:                 Active Link Communications, Inc.
                           Attn:  James Ciccarelli
                           Chairman of the Board of Directors
                           7388 S. Revere Parkway, Ste. 1000
                           Englewood, CO  80112
                           Tel. No. 303/721-8200
                           Fax No. 303/721-8299
To Escrow Agent:           Arizona Escrow & Financial Corporation
                           Attn:  Donald Graham, President
                           3700 N. 24th Street, Ste. 130
                           Phoenix, AZ  85106
                           Tel. No. 602/956-2620
                           Fax No. 602/224/9393




                                       4
<PAGE>

                  (e) This Agreement shall be governed and construed in
accordance with the laws of the State of Colorado.

                  (f) Faxed copies shall serve as originals for this Agreement.

                  (g) Seller and Purchaser shall be individually and separately
liable and responsible for the following: (i) the payment of its own taxes,
duties, etc., local, state or national, which may be levied against either of
them arising out of the transactions contemplated herein; (ii) the payment of
its own expenses incurred in connection with its performance hereunder, except
that Purchaser shall be solely liable for the costs of the Escrow Agent; and
(iii) the payment of any broker or other fees payable to third parties arising
out of the transactions contemplated hereunder and, if Seller owes any broker
fees due at Closing from the Purchase Price funds, all pertinent documents and
information necessary to make such payments shall be provided to the Escrow
Agent, including copies of driver licenses, passports, addresses, banking
coordinates, social security nos. and/or Federal and state tax I.D. nos., as
appropriate, to make such payments.




                                       5
<PAGE>


         IN WITNESS WHEREOF, the parties have executed this Agreement the day
and year written below their respective signatures to be effective upon the
Effective Date.

<Table>
<S>                                                                    <C>
         SELLER:                                                       PURCHASER:

         ACTIVE LINK COMMUNICATIONS, INC.                              UNISOURCE CAP LLC

         By:                                                           By:
                  -----------------------------------                           -----------------------------------
                  Timothy Ells                                                  Zahra Ghods
         Its:     CEO                                                  Its:     Managing Member

         Date:    June ___, 2002                                       Date:    June ___, 2002

         Fed. I.D. No.                                                 Fed. I.D. No.
                           --------------------------                                   ---------------------------
</Table>




                                       6





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.(M.2)
<SEQUENCE>11
<FILENAME>d98124exv10wxmw2y.txt
<DESCRIPTION>AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT
<TEXT>
<PAGE>
                                                ACTIVE LINK COMMUNICATIONS, INC.
                                                                     FORM 10-KSB
                                                                EXHIBIT 10 (m.2)

                                AMENDMENT NO. ONE
                                       TO
                            STOCK PURCHASE AGREEMENT

                                  JULY 2, 2002

         THIS AMENDMENT NO. ONE is being made to that certain Stock Purchase
Agreement, dated June 5, 2002 (the "Agreement'), by and between Active Link
Communications, Inc. ("Seller") and Unisource Cap LLC ("Purchaser") and is being
executed by the Seller and Purchaser as of this 2nd day of July, 2002.

         Seller and Purchaser hereby amend the Agreement as follows:

         1. The terms, covenants and conditions set forth herein are intended to
and shall have the same force and effect as if set forth at length in the body
of the Agreement. To the extent that the provisions of the Amendment No. One are
inconsistent with any provisions of the Agreement, the provisions of this
Amendment No. One shall supersede and control.

         2. The Seller and Purchaser agree to extend the Closing Date of the
transactions contemplated in the Agreement from a date falling "...within the 10
to 20 'due diligence' period as set forth in Paragraph 3 of the Agreement to a
date occurring on or before July 31, 2002.

         3. Purchaser shall deposit in Escrow Account No. 22-9659 a
fully-executed copy of this Amendment One.

         4. Seller and Purchaser shall execute and deliver whatever additional
instruments and documents may be necessary in order to perform the undertakings
herein assumed by the parties.

         5. Except as otherwise modified by the foregoing, all other terms and
conditions of the Agreement shall remain in full force and effect.

         IN WITNESS WHEREOF, Seller and Purchaser have caused this Amendment No.
One to be executed and delivered on the following dates.

UNISOURCE CAP LLC                           ACTIVE LINK COMMUNICATIONS, INC.

By:                                         By:
   ------------------------                    -------------------------
         Zahra Ghods                              Timothy Ells
         CEO                                      CEO
Pursuant to Power of Attorney by JD Surber        July 2002






</TEXT>
</DOCUMENT>
</SUBMISSION>
