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<SEC-DOCUMENT>0001035704-02-000583.txt : 20021119
<SEC-HEADER>0001035704-02-000583.hdr.sgml : 20021119
<ACCEPTANCE-DATETIME>20021119144348
ACCESSION NUMBER:		0001035704-02-000583
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20021112
ITEM INFORMATION:		Changes in control of registrant
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20021119

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ACTIVE LINK COMMUNICATIONS INC
		CENTRAL INDEX KEY:			0000727347
		STANDARD INDUSTRIAL CLASSIFICATION:	WHOLESALE-ELECTRONIC PARTS & EQUIPMENT, NEC [5065]
		IRS NUMBER:				840917382
		STATE OF INCORPORATION:			CO
		FISCAL YEAR END:			0331

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-30220
		FILM NUMBER:		02832782

	BUSINESS ADDRESS:	
		STREET 1:		7388 SOUTH REVERE PARKWAY
		STREET 2:		SUITE 1000
		CITY:			ENGLEWOOD
		STATE:			CO
		ZIP:			80112
		BUSINESS PHONE:		303-279-8200

	MAIL ADDRESS:	
		STREET 1:		7388 SOUTH REVERE PARKWAY
		STREET 2:		SUITE 1000
		CITY:			ENGLEWOOD
		STATE:			CO
		ZIP:			80112

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	COMMUNICATIONS WORLD INTERNATIONAL INC
		DATE OF NAME CHANGE:	19920703

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	ACTIVE LINK COMMUNICATIONS INC /CO/
		DATE OF NAME CHANGE:	20001215
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>d01466e8vk.txt
<DESCRIPTION>FORM 8-K
<TEXT>
<PAGE>


                     U.S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   ----------

                                    FORM 8-K

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


       Date of report (Date of earliest event reported): November 12, 2002
                                                         -----------------------

                        ACTIVE LINK COMMUNICATIONS, INC.
                        --------------------------------
               (Exact Name of Registrant as Specified in Charter)

     Commission file number:  0-30220

              Colorado                                   84-0917382
- --------------------------------------    --------------------------------------
     (State or other jurisdiction of        (I.R.S. Employer Identification No.)
     incorporation or organization)


 1840 Centre Point Drive, Naperville, IL               60563-9364
- --------------------------------------------------------------------------------
(Address of principal executive offices)               (Zip Code)

                                 (630) 955-9755
              -----------------------------------------------------
               Registrant's telephone number, including area code






<PAGE>




                    INFORMATION TO BE INCLUDED IN THE REPORT

ITEM 1.  CHANGES IN CONTROL OF REGISTRANT.

On November 12, 2002, the Company entered into a letter agreement with Donnette
L. Hall pursuant to which Ms. Hall agreed to provide a series of advances to the
Company, which are expected to be in an aggregate amount of a minimum of
$2,000,000 and a maximum of $3,000,000. Advances will not be made unless certain
creditors of the Company agree to restructuring, extending and/or converting to
equity their obligations from the Company to the satisfaction of Ms. Hall. In
connection with the letter agreement, the Company made a convertible promissory
note to Ms. Hall for $3,000,000. The note is payable in monthly interest
installments at 5% per annum with principal due on November 12, 2005. The note
may be converted into the Company's common stock at Ms. Hall's option at the
rate of one share for each $.25 of debt. If Ms. Hall provides the entire
$3,000,000 in funding and fully converts, she would receive 12,000,000 shares of
the Company's common stock. At November 12, 2002, Ms. Hall had provided the
Company with advances totaling $1,500,000. The funds used by Ms. Hall for
advances to the Company were personal funds.

In connection with the letter agreement, the Company also issued a warrant to
Ms. Hall pursuant to which she may acquire up to 3,000,000 shares of the
Company's common stock at $.25 per share at any time prior to November 12, 2006.

Ms. Hall is the holder of two other convertible notes from the Company in the
aggregate principal amount of $1,000,000 (convertible at $.25 per share) and a
convertible note in the principal amount of $1,500,000 from the Company's
President and principal shareholder, Tim Ells. The note from Mr. Ells is
convertible into the Company's common stock at $1.00 per share. If Ms. Hall
provides the entire $3,000,000 in funding pursuant to the note issued on
November 12, 2002 and fully converts the principal amount of other notes
outstanding which are convertible into the Company's common stock, she would own
17,500,000 shares of the Company's common stock. If the accrued interest is also
converted pursuant to these notes, the number of shares received would increase
accordingly. If Ms. Hall also exercises, in full, the warrant issued to her on
November 12, 2002 as well as two other warrants previously issued to her by the
Company, she would own an additional 3,500,000 shares of the Company's common
stock, for a total of 21,000,000 shares.

The Company has 20,959,497 shares of common stock outstanding at November 12,
2002. Accordingly, if Ms. Hall exercised all of the outstanding warrants and
converted all of the outstanding notes, she would own approximately 21,000,000
shares, the Company would have outstanding 41,959,497 shares and Ms. Hall would
own 50.0% of the then outstanding common stock without giving effect to the
exercise or conversion of outstanding derivative securities held by other
persons. Accordingly, Ms. Hall could be deemed to have the potential to control
the Company.

Effective November 15, 2002, Ms. Hall became a director of the Company.

                                       2

<PAGE>

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

(c)  Exhibits.

10  (a)  Letter agreement, dated November 12, 2002, between the Company and
         Donnette L. Hall.

    (b)  Convertible Promissory Note made by the Company to Donnette L. Hall on
         November 12, 2002 in the principal amount of $3,000,000.

    (c)  Warrant issued by the Company to Donnette L. Hall, dated November 12,
         2002, entitling her to purchase up to 3,000,000 shares of the Company's
         common stock at $.25 per share through November 12, 2006.


SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                      Active Link Communications, Inc.
                                      ------------------------------------------
                                      (Registrant)


Date: November 15, 2002               /s/ William D. Kelly
      -----------------               ------------------------------------------
                                      William D. Kelly
                                      Vice President and Chief Financial Officer




                                       3

<PAGE>


                                 EXHIBIT INDEX

<Table>
<Caption>
EXHIBIT
NUMBER   DESCRIPTION
- -------  -----------
<S>      <C>
10  (a)  Letter agreement, dated November 12, 2002, between the Company and
         Donnette L. Hall.

    (b)  Convertible Promissory Note made by the Company to Donnette L. Hall on
         November 12, 2002 in the principal amount of $3,000,000.

    (c)  Warrant issued by the Company to Donnette L. Hall, dated November 12,
         2002, entitling her to purchase up to 3,000,000 shares of the Company's
         common stock at $.25 per share through November 12, 2006.
</Table>




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.(A)
<SEQUENCE>3
<FILENAME>d01466exv10wxay.txt
<DESCRIPTION>LETTER AGREEMENT WITH DONNETTE L. HALL
<TEXT>
<PAGE>



                                                Active Link Communications, Inc.
                                                                        Form 8-K
                                                                   Exhibit 10(a)


                        ACTIVE LINK COMMUNICATIONS, INC.
                            1840 CENTRE POINT CIRCLE
                              NAPERVILLE, IL 60563

November 12, 2002

Ms. Donnette L. Hall
180 E. Pearson Street
Unit 3301
Chicago, Illinois

Dear Donnette:

The purpose of this letter is to confirm our understandings and agreements
regarding the investment you are making in, and the services you will be
providing to, Active Link. We have reviewed in detail Active Link's difficult
financial condition, and you have agreed to provide Active Link with additional
funding, but only under certain conditions as described in this letter and as
may be mutually agreed to by us in the future.

We understand that you expect to provide Active Link a minimum of $2,000,000 and
up to $3,000,000 in a series of advances to be covered by a Promissory Note in
the form attached as Exhibit A to this Letter Agreement. We understand that
advances will not be made by you unless certain creditors of Active Link agree
to restructuring, extending and/or converting to equity their obligations. We
will work together to finalize these arrangements, it being understood that
final approval regarding any advances to Active Link, for purposes of paying
creditors or for other corporate purposes, will be made by you. In particular,
we agree that a substantial amount of Active Link's debt which is in the form of
convertible promissory notes must be converted into equity.

In addition to the Promissory Note, we will issue to you a warrant to purchase
up to 3,000,000 shares at $.25 per share in the form of the Warrant attached as
Exhibit B to this Letter Agreement. The Warrant will be exercisable through
November 12, 2006.

The Promissory Note and Warrant constitute "Securities" and are subject to
restriction under U.S. securities law. In connection with the purchase and sale
of these Securities, we would appreciate your confirmation by your signature
below of the following representations by you to Active Link:

         1.       The Securities have not been registered under the U.S.
                  securities laws and may not be resold except pursuant to an
                  effective registration statement under the U.S. Securities Act
                  of 1933 (the "Act") or pursuant to an exemption from
                  registration, the


<PAGE>
Ms. Donnette L. Hall
November 12, 2002
Page 2

                  availability of which is to be established to the Company's
                  satisfaction. You will not sell or otherwise transfer any of
                  the Securities unless registered or pursuant to an exemption;

         2.       The Note and the Warrant contain restricted legends regarding
                  the restrictions on transfer under the Act;

         3.       Active Link will lodge "stop transfer" instructions in its
                  transfer records concerning the "restricted" nature of the
                  Securities;

         4.       There are no legal restrictions applicable to you which would
                  preclude the issuance of the Note and Warrants to you;

         5.       You are purchasing the Securities for your own account and
                  have no plan to resell or otherwise distribute the Securities;

         6.       You have the legal right and power to purchase the Securities
                  and to make the representations to Active Link in this letter.

         7.       You have had the opportunity to review information regarding
                  Active Link and have had the opportunity to ask questions of
                  and receive answers from representatives of Active Link and to
                  obtain any additional information desired by you in making
                  your decision to invest in Securities of Active Link. You have
                  had the opportunity to review reports made by Active Link
                  which were filed with the Securities and Exchange Commission
                  (the "SEC") since January 1, 2001. In particular, you have had
                  the opportunity to review the Report on Form 10-KSB for the
                  year ended 3/30/02 and the Report on Form 10-QSB for the
                  quarter ended 6/30/02, and the draft of the Report on Form
                  10-QSB for the quarter ended 9/30/02. You understand that the
                  management's discussion and analysis of the results of Active
                  Link's operations and financial condition in the most recent
                  10-QSB Report describes Active Link's substantial losses from
                  operations, Active Link's substantial working capital deficit
                  and payables and the current lack of funding available to
                  satisfy those payables.

                  You understand that the amount paid by you for the Securities
                  will not be sufficient for Active Link to meet all of its
                  current obligations and that your funds will most likely be
                  utilized by Active Link within the next several months to pay
                  payroll, accounts payable and for other immediate working
                  capital needs. You understand that your funds will only be a
                  "bridge" to additional financing and if such financing is not
                  available, the possible risk of loss of your entire investment
                  would be greatly increased. You understand that although
                  Active Link has engaged in discussions with investment bankers
                  who may provide assistance in locating financing sources,
                  there are no agreements for financing and such financing may
                  not be available, or, if available, the terms may not be
                  advantageous to Active Link.


<PAGE>

Ms. Donnette L. Hall
November 12, 2002
Page 3

         8.       You are sophisticated in transactions of this type and capable
                  of evaluating the risks and merits of this type of
                  transaction. You are an "accredited investor" as that term is
                  defined in the regulations under the Act, have the financial
                  ability to bear the economic risk of your investment, have
                  adequate means for providing for your current needs and
                  personal contingencies and have no need for liquidity with
                  respect to its investment in the Company.

Thank you for your investment. We greatly appreciate your support of Active
Link.

Sincerely,


Jim Ciccarelli
Chairman of the Board of Directors


AGREED:



/s/ Donnette L. Hall
- ----------------------------------
Donnette L. Hall



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.(B)
<SEQUENCE>4
<FILENAME>d01466exv10wxby.txt
<DESCRIPTION>CONVERTIBLE PROMISSORY NOTE
<TEXT>
<PAGE>
                                                Active Link Communications, Inc.
                                                                        Form 8-K
                                                                   Exhibit 10(b)

This Note has not been registered under the Securities Act of 1933, as amended
(the "Act'), and is a "restricted security," as that term is defined in Rule 144
under the Act. This Note may not be offered for sale, sold, or otherwise
transferred except pursuant to an effective Registration Statement under the
Act, or pursuant to an exemption from registration under the Act, the
availability of which is to be established to the satisfaction of the Company.

                           CONVERTIBLE PROMISSORY NOTE

$3,000,000                                             Date:   November 12, 2002
                                                       Due:    November 12, 2005


FOR VALUE RECEIVED, Active Link Communications, Inc., a Colorado corporation
(the "Company") hereby promises to pay to Donnette L. Hall (the "Payee") at 180
E. Pearson Street, Unit 3301, Chicago, Illinois or such other place of payment
as Payee may specify from time to time in writing, in lawful money of the United
States of America, the principal amount of Three Million Dollars ($3,000,000)
together with interest at 5% per annum from the date of this Convertible
Promissory Note (the "Note"), on November 12, 2005. The Additional Terms and
Conditions attached hereto are a part of this Note. The Company shall make
payments of interest only on the then outstanding principal amount to Payee on a
monthly basis, commencing December 1, 2002.

Payments shall be applied first to accrued interest and then to unpaid
principal. Interest shall be computed on the basis of a year consisting of
twelve months of thirty days each.

IN WITNESS WHEREOF, the Company has executed this Note on the day and year first
above written.



                                    ACTIVE LINK COMMUNICATIONS, INC.

                                    1840 Centre Point Circle
                                    Naperville, IL  60563

                                    Signature:  /s/ Timothy A. Ells
                                                --------------------------------

                                    Print Name:
                                                --------------------------------

                                    Title:      President & C.E.O.
                                                --------------------------------


<PAGE>
                        ACTIVE LINK COMMUNICATIONS, INC.
                           CONVERTIBLE PROMISSORY NOTE
                         ADDITIONAL TERMS AND CONDITIONS


         These Additional Terms and Conditions are attached to and shall be made
a part of the Convertible Promissory Note of Active Link Communications, Inc.
(the "Company") payable to Donnette L. Hall (the "Payee") dated November 12,
2002 (the "Note"), as if incorporated therein:

         1.       Advances; Maturity Date. As provided in the Letter Agreement
in connection with this Note, the Payee will make periodic advances to the
Company in mutually agreed upon amounts, but not to exceed $3,000,000 in total.
The Note will mature on November 12, 2005.

         2.       Prepayment. The principal amount of this Note may be prepaid
by the Company, in whole or in part, without premium or penalty, at any time
upon 20 days prior notice to the Payee of the Note. Any prepayment shall be
applied first to unpaid accrued interest and then to the unpaid principal
balance.

         3.       No Security. The Company's obligations pursuant to this Note
are not secured by any assets of the Company.

         4.       Events of Default. If one or more of the following events
shall occur:

                  (a) Default in the payment of any principal of or interest on
         the Note and the continuation of such default for a period of ten days
         or more after written notice thereof by the Payee to the Company;

                  (b) The Company files or is served with any petition for
         relief under the Bankruptcy Code or any similar federal or state
         statute (the "Code") or the entry by a court of competent jurisdiction
         of a decree or order adjudging the Company a bankrupt or insolvent or
         approving as properly filed a petition seeking reorganization,
         arrangement, adjustment or composition of or in respect of the Company
         under the Code or appointing a receiver, trustee or other similar
         official of the Company of all or substantially all of its assets, or
         ordering up the winding up or liquidation of its affairs, and the
         continuation of such decree or order unstayed and in effect for a
         period of 60 consecutive days; or

                  (c) The institution by the Company or the consent to the
         institution by the Company of proceedings to adjudicate the Company a
         bankrupt or insolvent or the filing or consent by the Company to the
         filing of a petition or answer seeking reorganization or relief under
         the Code, the consent by the Company to the appointment of a receiver,
         trustee or other similar official of the Company or of any substantial
         part of its property, or an assignment by the Company for the benefit
         of creditors;

                  then the Payee of this Note may, by written notice to the
Company, declare the entire unpaid principal of and accrued and unpaid interest
on this Note to be due and payable and, upon such declaration, the same shall
become due and payable forthwith without further demand or notice.

         5.       Transferability. No sale or transfer of this Note may be made
unless such sale or transfer has been registered under the Act and applicable
state securities laws or unless the Company has received an opinion of counsel
or other evidence satisfactory to counsel to the Company to the effect that such
registration is not required because an exemption from such registration is
available.

         6.       Conversion. (a) The Payee shall have the right at the Payee's
option, at any time prior to payment of the Note, to convert all, or any part,
of this Note into such number of fully paid and non-assessable shares of the no
par value common stock (the "Common Stock") of the Company as shall be provided
herein. The Payee may exercise the conversion right provided in this Section 6
by giving written notice (the "Conversion Notice") to the Company of the
exercise of such right and stating the address to which the certificates
evidencing the Common Stock shall be delivered. The Conversion Notice shall be
accompanied by this Note. Except as provided below in this Section 6, the
Company will issue one share of Common Stock for each $.25 of then outstanding
principal balance of and interest accrued on this Note upon conversion of the
Note (the "Conversion Price"). Conversion shall be deemed to have been effected
on the

                                      -1-

<PAGE>

date the Conversion Notice is given; provided, however, the conversion privilege
of this Note may not be exercised by, and the Common Stock shall not be issued
to, the Payee if such conversion would be unlawful. As a condition to
conversion, the Company may require the Payee to sign a representation of
investment intent letter confirming compliance with applicable federal and state
securities laws and other applicable laws, and receive satisfactory assurance
that issuance of the Common Stock will not violate law. Promptly after receipt
of the Conversion Notice and confirmation of compliance with law, the Company
shall issue a stock certificate of the Company representing the number of shares
of Common Stock to which such Payee is entitled and a check in payment of all
accrued interest unpaid on the Note up to and including the date of the
Conversion Notice unless the Payee has indicated that it also wishes to convert
the accrued interest into shares of Common Stock.

                  (b) If the Common Stock issuable upon conversion of this Note
shall be changed into the same or different number of shares of any other class
or classes of stock, whether by capital reorganization, reclassification or
otherwise, appropriate adjustment shall be made to the conversion rate. Similar
adjustment shall be made in the event of any reorganization, merger or
consolidation.

         7.       Notices. Any notice or other communication given hereunder
shall be given in writing and sent by overnight courier or registered or
certified mail, return receipt requested, addressed to the Company or the Payee
at their respective addresses as set forth in the Note. Notices shall be deemed
to have been given four business days after the date of mailing or one business
day after delivery to an overnight courier. The address for notices for any
party may be changed by notice given pursuant to this Section 7. For purposes of
this Note, "business day" shall exclude Saturdays, Sundays and legal holidays in
the State of Colorado.

         8.       Governing Law. This Note and its validity, construction and
performance shall be governed in all respects by the laws of the State of
Colorado.

         9.       Miscellaneous. All powers and remedies given by this Note to
the Payee shall, to the extent permitted by law, be deemed cumulative and not
exclusive of any power or remedy or of any other powers and remedies available
to the Payee, by judicial proceedings or otherwise, to enforce the performance
or observance of the agreements contained in this Note. No delay or omission of
the Payee to exercise any right or power accruing upon any default shall impair
any such right or power or shall be construed to be a waiver of any such default
or any acquiescence thereof. The Company waives presentment for payment,
protest, the filing of suit or the taking of any other action for the purpose of
fixing its liability for payment of the Note.

                                      -2-


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.(C)
<SEQUENCE>5
<FILENAME>d01466exv10wxcy.txt
<DESCRIPTION>WARRANT ENTITLING DONNETTE HALL TO PURCHASE SHARES
<TEXT>
<PAGE>
                                                Active Link Communications, Inc.
                                                                        Form 8-K
                                                                   Exhibit 10(c)

The securities represented by this Warrant and issuable upon exercise hereof
have not been registered under the United States Securities Act of 1933, as
amended (the "1933 Act"), or under the provisions of any applicable state
securities laws, but have been acquired by the registered holder hereof for
purposes of investment and in reliance on statutory exemptions under the 1933
Act, and under any applicable state securities laws. These securities and the
securities issued upon exercise hereof may not be sold, pledged, transferred or
assigned, nor may this Warrant be exercised, except in a transaction which is
exempt under the provisions of the 1933 Act and any applicable state securities
laws or pursuant to an effective registration statement; and in the case of an
exemption, the Company may request an opinion of counsel satisfactory to the
Company that such transaction does not require registration of any such
securities.

             VOID AFTER 3:00 P.M. MOUNTAIN TIME ON NOVEMBER 12, 2006

              WARRANT TO PURCHASE 3,000,000 SHARES OF COMMON STOCK

                        ACTIVE LINK COMMUNICATIONS, INC.

No. W-02-DLH-2

         FOR VALUE RECEIVED, Active Link Communications, Inc. (the "Company"), a
Colorado corporation with its principal offices located at 1840 Center Point
Circle, Naperville, IL 60563, hereby certifies that Donnette L. Hall (the
"Holder") is entitled, subject to the provisions of this Warrant, to purchase
from the Company, at any time, or from time to time during the period commencing
on the date hereof and expiring at 3:00 p.m. Mountain Time, on November 12, 2006
(the "Expiration Date"), up to Three Million (3,000,000) fully paid and
non-assessable shares of the Company's Common Stock (the "Warrant Stock") at a
price of $.25 per share (the "Exercise Price"). The number of shares of Warrant
Stock and the Exercise Price may be adjusted from time to time as hereinafter
set forth.

         The Holder agrees with the Company that this Warrant is issued, and all
the rights hereunder shall be held subject to, all of the conditions,
limitations and provisions set forth herein.

         1.       Exercise of Warrant.

                  1.1 Exercise Procedures. Subject to the limitations set forth
below in this Section 1 and in Section 5 hereof, this Warrant may be exercised
in whole or in part, during the period expiring at 3:00 p.m. Mountain Time on
the Expiration Date or, if such day is a day on which banking institutions in
Denver, Colorado are authorized by law to close, then on the next succeeding day
that shall not be such a day, by presentation and surrender of this Warrant to
the Company at its principal office, or at the office of its transfer agent, if
any, with the Warrant Exercise Form attached hereto duly executed and
accompanied by payment (either in cash or by certified or official bank check,
payable to the order of the Company) of the Exercise Price for the number of
shares specified in such form and instruments of transfer, if appropriate, duly
executed by the Holder or his or her duly authorized


<PAGE>

attorney. As soon as practicable after each such exercise of the Warrants the
Company shall issue and deliver to the Holder a certificate or certificates for
the Warrant Stock, registered in the name of the Holder. If this Warrant should
be exercised in part only, the Company shall, upon surrender of this Warrant for
cancellation, execute and deliver a new Warrant evidencing the rights of the
Holder thereof to purchase the balance of the shares purchasable hereunder. Upon
receipt by the Company of this Warrant, together with the Exercise Price, at its
office, or by the transfer agent of the Company, if any, at its office, in
proper form for exercise, the Holder shall be deemed to be the holder of record
of the shares of Warrant Stock issuable upon such exercise, notwithstanding that
the stock transfer books of the Company shall then be closed or that
certificates representing such shares of Warrant Stock shall not then be
actually delivered to the Holder. The Holder shall pay any and all documentary,
stamp or similar issue or transfer taxes and fees payable in respect of the
issue or delivery of shares of Warrant Stock on exercise of this Warrant.

         1.2      Conversion Right.

         The Holder shall have the right (the "Conversion Right") to convert
this Warrant into shares of the Company's Common Stock as provided in this
Section 1.2 at any time or from time to time prior to the Expiration Date.

                  a. Upon exercise of the Conversion Right with respect to a
particular number of shares of Warrant Stock (the "Conversion Shares"), the
Company shall deliver to the Holder, without payment by the Holder of any
Exercise Price or any cash or other consideration, that number of shares equal
to the quotient obtained by dividing the Net Value (as hereinafter defined) of
the Conversion Shares by the Current Market Price (as hereinafter defined) of a
single Share, determined in each case as of the close of business on the
Conversion Date (as hereinafter defined). The "Net Value" of the Conversion
Shares shall be determined by subtracting the Exercise Price of one share from
the Current Market Price of one share and multiplying the remainder by the
number of Warrants being converted. No fractional shares shall be issuable upon
exercise of the Conversion Right, and if the number of shares to be issued in
accordance with the foregoing formula is other than a whole number, the Company
shall pay to the Holder the net amount in cash equal to the Current Market Price
of the resulting fractional share.

                  b. The Conversion Right may be exercised by the Holder by the
surrender of the Warrant at the principal office of the Company or at the office
of the Company's transfer agent, if any, together with a written statement
specifying that the Holder thereby intends to exercise the Conversion Right and
indicating the number of shares of Warrant Stock subject to the Warrant which
are being surrendered (referred to in subparagraph 1.2(a) above as the
Conversion Shares) in exercise of the Conversion Right. Such conversion shall be
effective upon receipt by the Company of the Warrant, or on such later date as
is specified therein (the "Conversion Date"), but not later than the Expiration
Date. Certificates for the shares issuable upon exercise of the Conversion
Right, together with a check in payment of any fractional amount and, in the
case of a partial exercise a new Warrant evidencing the Warrant Stock remaining
subject to the Warrant, shall be issued as of the Conversion Date and shall be
delivered to the Holder within seven days following the Conversion Date.

                                      -2-
<PAGE>

                  c. The "Current Market Price" shall be determined as follows:

                           (1) If the Common Stock is listed on a national
securities exchange or admitted to unlisted trading privileges on such an
exchange or quoted on either the National Market System or the Small Cap Market
of the automated quotation service operated by The Nasdaq Stock Market, Inc.
("Nasdaq"), the current value shall be the last reported sale price of that
security on such exchange or system on the day for which the current market
price is to be determined or, if no such sale is made on such day, the average
of the highest closing bid and lowest asked price for such day on such exchange
or system; or

                           (2) If the Common Stock is not so listed or quoted
or admitted to unlisted trading privileges, the Current Market Value shall be
the average of the last reported highest bid and lowest asked prices quoted on
the Nasdaq Electronic Bulletin Board, or, if not so quoted, then by the National
Quotation Bureau, Inc. on the last business day prior to the day for which the
Current Market Price is to be determined; or

                           (3) If the Common Stock is not so listed or quoted
or admitted to unlisted trading privileges and bid and asked prices are not
reported, the Current Market Price shall be determined in such reasonable manner
as may be prescribed from time to time by the Board of Directors of the Company.

         2.       Fractional Shares. The Company shall not be required to issue
a fractional share upon the exercise of this Warrant, but rather the aggregate
number of shares issuable will be rounded up or down to the nearest full share.

         3.       Limitation on Transfer. Subject to the provisions of Sections
6 and 7 hereof, any assignment or transfer of this Warrant shall be made by
presentation and surrender of this Warrant to the Company at its principal
office or at the office of its transfer agent, if any, accompanied by a duly
executed Assignment Form. Upon the presentation and surrender of these items to
the Company, the Company, at its sole expense, shall execute and deliver to the
new Holder a new Warrant, in the name of the new Holder as named in the
Assignment Form, and the Warrant presented or surrendered shall at that time be
cancelled.

         4.       Rights of the Holder. The Holder shall not, by virtue hereof,
be entitled to any rights of a shareholder in the Company, either at law or in
equity, and the rights of the Holder are limited to those expressed in this
Warrant.

         5.       Restrictions on Exercise Imposed by Federal and State
Securities Laws. Holder hereby acknowledges that neither this Warrant nor any of
the securities that may be acquired upon exercise of this Warrant have been
registered under the 1933 Act or under the securities laws of any state. The
Holder acknowledges that, upon exercise of this Warrant, the securities to be
issued upon such exercise may come under applicable federal and state securities
(or other) laws requiring registration, qualification or approval of
governmental authorities before such securities may be validly issued or
delivered upon notice of such exercise. With respect to any such securities,
this Warrant may not be exercised by, and securities shall not be issued to, any
Holder in which such exercise would be unlawful. As a condition to exercise, the
Company may require the Holder to sign a representation

                                      -3-

<PAGE>

letter confirming compliance with this Agreement and applicable federal and
state securities laws and other applicable laws, and may require the Holder to
provide an opinion of counsel that the exercise and issuance of the Warrant
Stock will not violate law, such counsel and such opinion to be satisfactory to
the Company and its counsel.

         6.       Transfer to Comply With the 1933 Act. This Warrant and any
Warrant Stock may not be sold, transferred, pledged, hypothecated or otherwise
disposed of except as follows:

                  (1) To a person who, in the opinion of counsel to the Company,
is a person to whom this Warrant or the Warrant Stock may legally be transferred
without registration and without delivery of a current prospectus under the 1933
Act with respect thereto and then only against receipt of an agreement of such
person to comply with the provisions of this Section 6 with respect to any
resale or other disposition of such securities, or

                  (2) To any person upon delivery of a prospectus then meeting
the requirements of the 1933 Act relating to such securities and the offering
thereof for such sale or disposition, and thereafter to all successive
assignees.

         7.       Legend. Unless the shares of Warrant Stock have been
registered under the 1933 Act, upon exercise of any of the Warrants and the
issuance of any of the shares of Warrant Stock, all certificates representing
shares shall bear on the face thereof substantially the following legend, as
well as any other legends necessary to comply with applicable state and federal
laws for the issuance of such shares:

                  The shares represented by this Certificate have not been
         registered under the United States Securities Act of 1933, as amended
         ("the 1933 Act") or any state securities laws and are "restricted
         securities" as that term is defined in Rule 144 under the 1933 Act. The
         shares may not be offered for sale, sold, pledged, hypothecated or
         otherwise transferred except pursuant to an effective registration
         statement under the 1933 Act or pursuant to an exemption from
         registration under the 1933 Act the availability of which is to be
         established to the satisfaction of the Company. If the shares are to be
         sold or transferred pursuant to an exemption from the registration
         requirements the Company may require a written opinion of counsel,
         satisfactory to counsel for the Company, to the effect that
         registration is not required and that such transfer will not violate
         the 1993 Act or any other applicable securities laws.

         8.       Notices. All notices required hereunder shall be in writing
and shall be deemed given when telegraphed, sent by facsimile, delivered
personally or within three days after mailing when mailed by certified or
registered mail, return receipt requested, at the address of such party as set
forth on the first page, or at such other address of which the Company or Holder
has been advised by notice hereunder.

         9.       Applicable Law. This Warrant is issued under and shall for
all purposes be governed by and construed in accordance with the laws of the
State of Colorado.

                                      -4-

<PAGE>

         IN WITNESS WHEREOF, the Company has caused this Warrant to be signed on
its behalf, in its corporate name, by its duly authorized officer, all as of the
day and year first above written.

                                              ACTIVE LINK COMMUNICATIONS, INC.,
                                              a Colorado corporation



Dated:  November 12, 2002                     By: /s/ Timothy A. Ells
                                                  ------------------------------
                                                      Authorized Officer



                                      -5-

<PAGE>


                              WARRANT EXERCISE FORM

         The undersigned hereby irrevocably elects to exercise the within
Warrant to the extent of purchasing _________ shares of Common Stock of Active
Link Communications, Inc., a Colorado corporation, and hereby makes payment of
$__________ in payment therefor. The undersigned understands that exercise of
the within Warrant is subject to, among other things, the limitations provided
in Section 1 and compliance with Section 6 of the within Warrant.


                                                  ------------------------------
                                                  Signature

                                                  ------------------------------
                                                  Signature, if jointly held

                                                  ------------------------------
                                                  Social Security or Taxpayer
                                                  Identification Number

                                                  ------------------------------
                                                  Date



<PAGE>


                                 ASSIGNMENT FORM


         FOR VALUE RECEIVED, _______________________, hereby sells, assigns and
transfers unto

         Name:
              ------------------------------------------------------------------
                         (Please type or print in block letters)

         Address:
                  --------------------------------------------------------------

the right to purchase Common Stock of Active Link Communications, Inc.
represented by this Warrant to the extent of ____ Shares as to which such right
is exercisable and does hereby irrevocably constitute and appoint
_________________________ Attorney to transfer the same on the books of the
Company with full power of substitution in the premises. The undersigned
understands that assignment of this Warrant is subject to compliance with
Section 6 of the Warrant and the Assignee's acknowledgement of the provisions
and restrictions of the Warrant.


         Signature:                                          Dated:
                    --------------------------------------         -------------

Notice:           The signature on this Assignment must correspond with the name
                  as it appears upon the face of this Warrant in every
                  particular, without alteration or enlargement or any change
                  whatever.


<PAGE>



                        WARRANT CONVERSION EXERCISE FORM

TO:      Active Link Communications, Inc.

         Pursuant to Section 1.2 of the Warrant Agreement, the Holder hereby
irrevocably elects to convert Warrants into shares of the Company's Common
Stock. The undersigned understands that exercise of the Warrant is subject to,
among other things, the limitations provided in Section 1 and compliance with
Section 5 of the Warrant. A conversion calculation is attached hereto.

         The undersigned requests that certificates for such shares be issued as
follows:

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

         Address:
                      ----------------------------------------------------------

         Deliver to:
                      ----------------------------------------------------------

and that a new Warrant Certificate for the balance remaining of the Warrants, if
any, subject to the Warrant be registered in the name of, and delivered to, the
undersigned at the address stated above.

         Signature:                                        Date:
                    -----------------------------------         ----------------



<PAGE>


                        CALCULATION OF WARRANT CONVERSION


                       Net Value of the Conversion Shares
                              Current Market Price

Current Market Price Per Share $
                                ----------------------------------

Net Value of the Conversion Shares  (Current Market Price Per Share - Exercise
                                    Price) Number of Shares of Warrant Stock


                                    $            - $              =
                                     ------------   -------------   ------------

                                                 x                =
                                     ------------   -------------   ------------

Shares to be Issued
                                     -------------------------------------------

Cash in Lieu of Fractional Shares   $                                        (1)
                                     ----------------------------------------

(1)      Active Link Communications, Inc. to pay for fractional shares in cash @
         Current Market Price Per Share.











</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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