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<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, 2003

        [ ] 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)

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

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

                                 (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)

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: $7,925,000

The aggregate market value of the voting stock held as of July 1, 2003 by
non-affiliates of the issuer was $1,291,000. As of July 1, 2003 the issuer had
27,525,597 shares of its no par value Common Stock issued and outstanding.




                                       1



<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") in which
Mobility became a wholly owned subsidiary of the Company. All of the Company's
business operations are conducted through Mobility. References to the Company in
this report include Mobility unless the context requires otherwise. Mobility is
a professional services business focused exclusively on providing mobile
computing and wireless technology solutions. These business solutions include
any or all of the following components:

     1.   Equipment such as wireless handheld computers and pen tablet
          computers,

     2.   Peripherals for the equipment such as batteries and printers,

     3.   Wireless data network components such as access points and antennas,

     4.   Nationwide installation services,

     5.   Integration services that enable all components to interface with the
          client's existing computer system,

     6.   Consulting services including system design and project management,
          and

     7.   Customer support services such as help desk, warranty repair and asset
          management.

For the fiscal year ended March 31, 2003 90% of total revenues were related to
the resale of equipment, with the remaining 10% pertaining to associated
services. In fiscal year 2002 total revenues were 95% and 5%, respectively. 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. Vertical applications are software applications that are specific to an
industry or market, such as health care or food service. The nature of a
vertical market is that businesses in a vertical market share common problems
that require similar, if not the same, solutions. Thus, by developing a hardware
or software solution for a vertical market, the Company creates an opportunity
to service all of the potential customers within that market in a cost efficient
manner. 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. Based in Boston, the Yankee Group is a globally
established leader in technology research and consulting services. For over four
decades the Yankee Group has provided technology and market forecasting as well
as cross-industry analysis to support their worldwide client base.



                                       2



<PAGE>



Primary vertical 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 leaders 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. During the year ended March 31, 2002
the Company made the decision to discontinue its voice communication products
and related technical services segment (the "Voice Segment"). Select assets of
certain Colorado divisions of the Voice Segment were sold prior to March 31,
2002. On April 15, 2002 the Company sold certain assets related to its Texas
division of the Voice Segment to Optus, Inc., an unrelated third party, for
$50,000 in cash and the assumption of $144,000 in liabilities. The Company used
the proceeds from the sale, less transaction costs, to pay obligations
associated with the assets sold. 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 at the Company's executive offices in Naperville, Illinois. In
addition, Mobility has sales offices in Los Angeles, Cincinnati, Atlanta,
Milwaukee and Detroit.

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 and well-managed strategic
alliances with key suppliers.

While the Company considers Mobility's historical 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.



                                       3



<PAGE>




Company Operations

The Company provides mobile computing and wireless technology solutions. The
Company resells 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. Typically, manufacturers of such products do not sell
directly to the end customer; rather they establish reseller relationships. As a
reseller, the Company can provide the end customer a variety of hardware
alternatives. In addition, as previously described under the first paragraph of
the section labeled "General", the Company provides a full array of services
that support the development and implementation of a mobile computing project
that most manufacturers are incapable of performing.

Added to the base unit are peripherals such as scanners, printers, specialized
battery packs, etc. that provides additional functionality to a given solution.
Also, many solutions require customized casing to maximize user interface that
Mobility design and procures as needed. Mobility's hardware partners include
Fujitsu, Microslate, Xybernaut, Itronix, Casio and InterMec. Software partners
include IBSS, Delphi ISS, Metrix and EndueNet. 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, IBSS, Metrix and EndueNet. 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 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.


                                       4



<PAGE>



Another program in 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 EnPointe. 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, provides a considerable advantage
over potential 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

The Company currently purchases handheld and pen based computers and various
peripheral equipment from several major suppliers. Generally, these
relationships, which have been established over the past several years, are
based upon a reseller agreement. These agreements sometimes referred to as Value
Added Reseller, or VAR, agreements provide the Company the ability to resell a
manufacturers product. Typical terms of VAR agreements include credit terms of
30 days. However, due to the Company's current financial condition, most of the
manufacturer's have the Company on a cash basis. This includes the Company's
major supplier, Fujitsu. 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, 2003, the Company had approximately 28 full-time employees
involved in technical service, maintenance, installation, administration, sales,
accounting and warehousing. Subsequent to fiscal year end the Company entered
into a relationship with Integrated Mobile Solutions, Inc. (IMS) whereby IMS
provided the Company with a loan to continue minimal operations. Due to
continued liquidity problems the Company terminated the majority of its
employees. As part of the funding arrangement with IMS, key employees were
contracted by IMS as independent contractors to continue to provide services to
the Company's customers. The Company through the use of funds made available
through the loan with IMS paid these services. It is the Company's intent to
hire back key employees upon finalization of additional funding.



                                       5



<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.

The Company may not be able to continue operations unless it receives
substantial creditor concessions and additional financing.

The Company has historically reported net losses, including reporting a loss
from continuing operations of $4,475,000 for the fiscal year ended March 31,
2003 and has a working capital deficit of $10,567,000 as of March 31, 2003. The
Company is not generating sufficient cash flow from operations to fund
operations or to repay obligations as they become due. Additionally, the Company
is currently in default under the payment terms on substantial obligations, as
described in Item 6. The Company has been named as the defendant in several
lawsuits as described in Item 3.

The Company has implemented a survival plan consisting of three key elements:
(1) reduction of expenses (2) creditor arrangements, and (3) additional
financing. Based on the Company's belief in the potential market for its
products and services, the Company believes that if all three elements are
implemented successfully, that the Company can survive and has the potential to
grow and operate profitably. The Company has implemented the first part of its
strategy by reducing its number of employees from 81 at March 31, 2002 to 28 at
March 31, 2003. The Company has also made across the board cuts in employee
compensation. During the past several months, the Company has been negotiating
creditor discounts, extended payment terms and equity conversions. Although many
creditors have agreed to discounts, discussions are continuing with several
large creditors and remain unsettled.

The third part of the Company's strategy is to obtain additional financing.
Subsequent to March 31, 2003, Integrated Mobile Solutions, LLC ("IMS"), a
recently formed entity, loaned the Company $300,000 in bridge financing. The
loan is secured by substantially all of the Company's assets. IMS has also
informed the Company that if arrangements are made with the Company's creditors
satisfactory to IMS and there are no material adverse changes to the Company's
operations, IMS will attempt to raise additional financing to enable IMS to
invest in the Company's securities. It is the intention of both the Company and
IMS that IMS invest up to $2.0 million in the Company through the purchase of
the


                                       6



<PAGE>



Company's common stock based upon a 50% discount on the then current market
price, with a floor of $.04 per share. Much of this investment may come in the
form of a note that would automatically convert into common stock upon approval
of the Company's shareholders of an increase in the authorized shares of the
Company's stock. IMS does not have substantial funds and may not be able to fund
the intended purchase.

If the Company does not receive substantial creditor concessions and additional
funding, the Company is unlikely to be able to continue operations.

The Company's Auditors Have Issued a Going Concern Opinion

In issuing an opinion on the accompanying consolidated financial statements, the
Company's auditors issued a going concern opinion. These 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.

The Company May Not Have Ability to React Well to 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.

Cash Credit Terms With Suppliers and Other Conditions Will Impact Ability to
Operate Profitably

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 53% of the inventory and products purchased by Mobility
for operations during the year ended March 31, 2003 as compared to 52% in fiscal
year 2002. Mobility's relationship with Fujitsu has been strained due to its
inability to timely pay Fujitsu. In April 2002, Mobility entered into an
agreement with Fujitsu providing for payments on the outstanding obligation in
the approximate amount of $2,600,000. In September 2002 Fujitsu agreed with the
Company's request to modify the payment terms on the note. The new agreement is
comprised of a monthly payment of $5,000 and additional payments based on
purchasing incentives. Additionally, the maturation date of the note was
extended an additional fifteen months to September 9, 2004. The purchasing
incentive entails the Company paying Fujitsu an additional 5% of all purchases
toward the payment of this note. At March 31, 2003 the balance due was
$1,935,000. 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. Additionally, the Company is on a
cash basis with Fujitsu for ongoing product purchases. This impairs the
Company's ability to purchase product, as purchases are limited to the Company's
ability to generate cash prior to a sale in order to prepay for the product. If
the Company is unable to convince Fujitsu to provide credit terms, it will make
it more difficult for the Company to achieve profitable operations.


                                       7


<PAGE>



Delays in Purchase Decisions by Customers Due to the Economy May Hinder the
Company's Ability to Meet Sales Objectives

The Company relies on many of its customers to make large purchase decisions.
Due to the size and scope of many of these project-oriented sales, some
customers may be reluctant to proceed with such purchases in an uncertain
economy. As a result, some of the Company's planned larger projects may be
delayed indefinitely by some customers. These delays hinder the Company's
ability to meet its sales expectations and its ability to achieve profitable
operations.

Volatility Of Stock Price May Discourage Investor Interest

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
July 1, 2003, the closing bid price of Active Link's common stock was $.08 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, 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.

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 May Discourage Acquisition or Investment
in Company

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.



                                       8



<PAGE>



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, and (ii) various leases for sales offices from 120 square feet to
772 square feet, with monthly lease rates from $360 to $975 all of which are on
30 to 60 day termination clauses.

ITEM 3. LEGAL PROCEEDINGS

The Company is subject to legal proceedings and claims that 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. The Company is currently
involved in the following significant legal proceedings:

1.   Toshiba America Information System, Inc. v. Active Link Communications,
     Inc., et al. This matter is pending in Orange County Superior Court in
     California. Toshiba filed suit on September 23, 2002, alleging that the
     Company breached a settlement agreement and promissory note. Toshiba is
     seeking payments due under the note, in addition to twenty-five percent
     (25%) of net proceeds from any sale of business units sold by the Company.
     Toshiba is also seeking interest and costs. On March 3, 2003, Toshiba was
     granted a Default Judgment in the amount of $777,000. On March 27, 2003,
     Toshiba served a Notice of Filing of Foreign Judgment, by which Toshiba, as
     a judgment creditor, filed the Agreed Judgment in the District Court for
     Arapahoe County in Colorado. The Company continues to negotiate a
     settlement of this action.

2.   WKB Value Partners, L.P. v. Active Link Communications, Inc. This matter is
     pending in the District Court for Arapahoe County, Colorado. WKB Value
     Partners filed suit on September 10, 2002, for Forcible Entry and Detainer,
     based on the Company's continued possession of leased premises in
     Englewood, Colorado, without payment of rent. The parties stipulated to an
     Order giving the landlord possession and agreeing to pay rent, plus
     attorney fees, totaling $54,731.55. WKB Value Partners subsequently filed
     an Amended Complaint, seeking further damages for termination of the lease
     and a Motion for Entry of Default and Default Judgment, seeking total
     damages of $311,906.21. The Company also continues to negotiate a
     settlement of this action.

3.   Southwestern Battery Corporation, Inc. v. Active Link Communications, Inc.
     This matter is pending in the District Court for the 95th Judicial District
     in Dallas County, Texas. Southwestern Battery brought suit for payments
     owed for goods and/or services provided to the Company. On September 20,
     2002, the parties entered into an Agreed Judgment in favor of Southwestern
     Battery for the amount of $70,000. On January 10, 2003, Southwestern
     Battery served a Notice of Filing of Foreign Judgment, by which
     Southwestern Battery, as a judgment creditor, filed the Agreed Judgment in
     the District Court for Arapahoe County, Colorado. The Company also
     continues to negotiate a settlement of this action.

4.   PC Solutions, Inc. v. PC Solutions of Illinois, Inc. This matter is pending
     in the Circuit Court of the 18th Judicial Circuit in DuPage County,
     Illinois, and pertains to a claim for damages for breach of a consulting
     agreement with the former owner of Mobility Concepts (f/k/a PC Solutions of
     Illinois, Inc.). This individual previously filed for bankruptcy and
     payments were being made to the receiver. The receiver requested and was
     granted a default judgment in January 2003 in the amount of $332,000 plus
     interest for past due and future payments. Management is actively
     negotiating a revised payment plan.




                                       9



<PAGE>




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 tables are high and low bid
quotations for each quarter in the fiscal years ended March 2003 and 2002.
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 2002

June 30, 2001                                                     1.05       .29
September 30, 2001                                                 .87       .32
December 31, 2001                                                 1.53       .45
March 31, 2002                                                    1.50       .61


FISCAL 2003

June 30, 2002                                                      .67       .24
September 30, 2002                                                 .41       .13
December 31, 2002                                                  .31       .10
March 31, 2003                                                     .29       .05
</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. As of March
31, 2003 Active Link has 244 shareholders of record of common stock.

Recent Sales of Unregistered Securities for Cash

In May 2002 the Company received advances from two existing investors for
$75,000 and $150,000, respectively. The Company converted these advances into
promissory notes providing for interest at 8% per annum payable upon maturity on
May 23, 2003, and convertible into common stock at the holder's option at $.25
per share. Additionally, the Company issued warrants to purchase up to 37,500
shares and 75,000 shares, respectively, of the Company's common stock at $.25
per share exercisable through May


                                       10



<PAGE>



23, 2006. The Company relied on Sections 4(2), 4(6) and 3(b) of the Securities
Act and Rules 505 and 506 of Regulation D in connection with these transactions.

In June 2002 the Company received an advance from an existing investor for
$77,000 in order to purchase product for resale. The Company converted the
unpaid portion of this advance into a promissory note in the amount of $57,000
providing for interest at 8% per annum payable upon maturity on March 28, 2004,
and convertible into common stock at the holder's option at $.25 per share.
Additionally, the Company issued warrants to purchase up to 28,500 shares of the
Company's common stock at $.25 per share exercisable through March 27, 2008. The
Company relied on Sections 4(2), 4(6) and 3(b) of the Securities Act and Rules
505 and 506 of Regulation D in connection with these transactions.

In June 2002 the Company received net proceeds of $500,000 from an unsecured
loan from an existing investor. The note holder is entitled to reimbursement of
interest incurred on a note from her bank. This Note is convertible into Common
Stock at $.25 per share. Principal and interest on the note is due December 27,
2002. The investor became a director of the Company in November 2002. The
Company relied on Sections 4(2), 4(6) and 3(b) of the Securities Act and Rules
505 and 506 of Regulation D in connection with these transactions.

This same investor provided an additional $1,936,000 as of March 31, 2003. This
investment is a promissory note with an interest rate of 5% per annum. It is
convertible into Company stock at an exercise price of $.25 per share.
Additionally, the Company issued to the investor 3,000,000 warrants exercisable
through November 12, 2006 at an exercise price of $.25 per share. Due to these
advances and the related warrants, the Company recorded additional $967,000 in
deferred financing charges during this fiscal year. These charges relate to a
beneficial conversion and associated warrants and will be amortized over the
life of the note. The Company relied on Sections 4(2), 4(6) and 3(b) of the
Securities Act and Rules 505 and 506 of Regulation D in connection with these
transactions.

In August 2002 the Company received net proceeds of $250,000 from a short term
Promissory Note from an accredited investor secured by the personal residence of
the Company's President. Additionally, the Company issued 300,000 shares of
stock to the note holder as compensation for services rendered. The Company
defaulted on the Note. To cure the default on this note, the Company's President
elected to pay-off the principal and accrued interest in March 2003. The Company
will repay the President for this advance of funds. The Company relied on
Sections 4(2), 4(6) and 3(b) of the Securities Act and Rules 505 and 506 of
Regulation D in connection with these transactions.


Recent Sales of Unregistered Securities for Other Than Cash

None.


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. These
skills were predominately related to the management of Active Link's
sub-contractor network of installers.


                                       11



<PAGE>



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, 2003 Compared To Year Ended March 31, 2002

Total revenues for Active Link were $7,925,000 and $13,723,000 for fiscal 2003
and fiscal 2002, respectively. For the fiscal year ended March 31, 2003 90% of
total revenues were related to the resale of equipment, with the remaining 10%
pertaining to associated services. For fiscal year ended March 31, 2002 revenues
related to the resale of equipment comprised 95% of total revenues. This change
in the composition of overall revenues was caused by an increase in revenues
associated with help desk and warranty/repair services at a time when the resale
of equipment decreased. The company reported a net loss of $7,742,000 for fiscal
2003 and a net loss of $7,992,000 for fiscal 2002. The net loss for fiscal 2002
includes a net loss for discontinued operations of $2,347,000. The net loss from
continuing operations was $4,475,000 for fiscal 2003 and $3,831,000 for fiscal
2002.

The decrease in sales for the fiscal year was predominately caused by a limited
ability to fund product purchases. 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. During
the fiscal year ended March 31, 2003 the supplier agreed to convert the balance
due of approximately $2,600,000 into a Promissory Note. The Company's inability
to maintain credit relationships with its other major suppliers perpetuated the
difficulty in purchasing product for resale. This created the need to prepay
product purchases that in turn created the inability to fund sales. Also, many
of the Company's major customers continued to delay corporate IT decisions
involving the Company's products and services were deferred due to the lagging
economy. Though many of these projects remain viable as future sales, the delay
in these purchase decisions has hurt the Company's ability to maintain
historical revenue levels. The Company's inability to purchase product on credit
also hindered its ability to service ongoing customers that comprised its base
line, repeat business.

The gross margin percentage on direct equipment sales and service increased from
15% to 17% for the fiscal year 2003 compared to fiscal year 2002. This was a
result of an incrementally higher proportion of sales being attributed to
services rather than the resale of equipment. Services such as help desk and
warranty and repair work typically carry much higher margins as the direct cost
related to these services is comprised predominately of labor costs. Total
revenues associated with services in fiscal year 2003 totaled $833,000 compared
to $584,000 for fiscal year 2002.

Selling expenses in fiscal 2003 totaled $847,000, a decrease of $370,000 over
fiscal year 2002 selling expenses of $1,217,000. This decrease can be attributed
to the combined impact of a revised commission program implemented for the sales
staff with the Company's drastically reduced revenues. The revised commission
program eliminated the payment of commissions on a monthly basis. Commissions
were based on substantiated sales projections and adjusted semi-annually.


                                       12



<PAGE>



General and Administrative expenses in fiscal 2003 totaled $4,023,000, a
decrease of $172,000 over fiscal 2002 expenses of $4,195,000. The decrease is
the net impact of several factors. The elimination of the corporate headquarters
in Denver ultimately resulted in the reduction of staff, however there was an
overlap of salaries during the transition of the corporate office to Naperville.
This overlap in salaries and related benefits amounted to approximately $447,000
for the fiscal year ended March 31, 2003. The elimination of other expenses
relating to the Denver office resulted in a reduction in general and
administrative expenses from fiscal year 2002 to fiscal year 2003 of $147,000.
Subsequent to this transition, and due to lagging sales, further staff
reductions were made in Naperville during the fourth quarter of fiscal year 2003
and first quarter fiscal 2004. The annualized impact of these reductions to
salaries and related benefits is estimated to be approximately $830,000. Further
cost containment initiatives resulted in a reduction in travel expenses of
$165,000 from $426,000 incurred in fiscal year 2002 to $261,000 in fiscal year
2003. During fiscal year 2003 the Company paid $145,000 in outside service fees
for the placement of additional funding as well as assistance in securing
commitments from note holders to convert their notes into Company stock. In
fiscal 2002 a non-recurring charge of $379,000 was booked representing the
present value of future payments of a consulting agreement with the former owner
of Mobility. The value of this consulting agreement was determined to be of
minimal future value, resulting in this charge.

During fiscal year 2003 the Company offered holders of convertible debt that was
maturing as of September 30, 2002 an opportunity to reduce the conversion rate
from $.80 to $.25 per share if they would exercise the conversion option.
Convertible debt in the amount of $1,176,000 was converted into Company stock.
As a result of this offer of a reduced conversion rate, and in accordance with
generally accepted accounting principles, an induced conversion expense of
$838,000 was generated. This expense is the difference between the original
conversion rate of $.80 and the fair market value of the stock on the date the
stock was issued to the note holder.

Acquisition costs that occurred during the prior fiscal year were one-time
expenses associated with the merger, totaled $337,000 and were predominately
comprised of legal and accounting expenses.

In fiscal 2003 interest expense of $3,279,000 represented an increase of
$1,420,000 over prior fiscal year interest expense of $1,859,000. Of this
increase, $522,000 can be attributed to the amortization of imputed interest
relating to the issuance of convertible debt and related warrants. The remaining
increase can be attributed to the increase in borrowing.


Liquidity And Capital Resources

The Company's financial statements for the year ended March 31, 2003 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 $1,112,000 from
$9,455,000 as of March 31, 2002 to $10,567,000 as of March 31, 2003. The
increase in the working capital deficit was predominately caused by a combined
reduction in account receivable and inventory balances of $1,631,000, the result
of a significant reduction in sales. As of March 31, 2003 the net receivable
balance was $360,000 and inventory was $487,000 compared to balances as of March
31, 2002 of $1,632,000 and $846,000, respectively. Current liabilities as of
March 31, 2003 were reduced from prior fiscal year by $1,086,000. This was the
net result of reductions created by the conversion of $1,875,000 trade payables
into a long-term note payable and the reduction of lines of credit balances of
$456,000 resulting from lower receivable balances netted against the increase in
the current portion of notes payable of $1,505,000.


                                       13



<PAGE>



The Company's operations have historically been adversely affected by a lack of
working capital. The Company uses lines of credit from a finance company, which
are limited to the extent of available collateral. These lines of credit were
fully utilized to the extent of available collateral at March 31, 2003. 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 the Company's ability to fund additional product purchases and
to expand its business operations. The Company was unable to satisfy a large
portion of its payroll obligations, with $300,000 in accrued and unpaid wages as
of March 31, 2003. The Company is currently seeking additional capital, but
there can be no assurance that it will be able to fulfill its capital needs in
the future.

Net cash used by continuing operating activities was $2,091,000 and $2,688,000
for the years ended March 31, 2003 and 2002, respectively. The use of cash was
primarily the result of the Company's operating losses in fiscal 2003 and 2002.

Net cash provided by discontinued operations of $1,847,000 in 2002 was the
result of the liquidation of assets and an increase in the retained liabilities
of the operations disposed of.

Net cash provided by financing activities was $2,111,000 and $1,043,000 for the
years ended March 31, 2003 and 2002, respectively. The increase in both years
was the result of borrowings in excess of repayments on financings to support
operations.

The Company has booked a total of $479,000 as allowance for doubtful accounts,
which represents approximately 57% of total receivables as of March 31, 2003.
This unusually high reserve is a result of the discontinuation of the Active
Link operation. The Company believes this increases the risk of not being able
to collect the receivables associated with the discontinued operation.
Therefore, of the $446,000 of receivables associated with the discontinued
operation, a reserve has been established for $324,000 or almost 73%. The
Company will continue its best efforts to collect this receivable regardless of
the allowance.

In July 2001, the Company, prior to its merger, negotiated a restructuring of
existing amounts payable to a former key supplier, TAIS, into a long-term note.
TAIS agreed to forgive $300,000 of the amounts payable, and the Company agreed
to 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 agreed to accelerate the payment of the note, if
in the future, the Company receives cash for any sale of existing business
units. The Company failed to make payments due on this note and TAIS sought, and
was awarded a judgment in the amount of $780,000. Management is attempting to
negotiate a settlement. This debt pertains to a supplier of the discontinued
operation and should not have a material impact on the ongoing operation of the
Company.

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, which 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, 2003, the Company had outstanding
borrowings of $123,000.

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


                                       14



<PAGE>



interest on the notes is due October 31, 2002. The Company agreed to reduce the
conversion price to $.25 per share in consideration for an extension of the due
date.

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
existing 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
warrants are exercisable into 200,000 shares of Common Stock at $.80 per share
until November 26, 2006. The Company agreed to reduce the conversion price to
$.25 per share in consideration for an extension of the due date.

In December 2001, the Company closed on a $500,000 loan with three individuals
and two institutional investors, secured by a second interest in telecom
accounts receivable and certain other assets. The loan matured 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. As consideration for an extension of the
maturity date for nine months, the Company agreed with the three individuals to
(i) repricing of the conversion feature to $.25 per share; (ii) repricing the
exercise price in warrants issued to them to $.25 per share; and (iii) issuing
an additional 10,000 warrants to each investor per month exercisable at $.25 per
share until the loans are repaid or converted, but not to exceed 70,000 warrants
each. One of these note holders converted his principal balance plus accrued
interest into stock in December 2002.

In April 2002, the Company negotiated a restructuring of existing amounts
payable to its major supplier into a promissory note in the amount of
$2,611,871. Original terms included a payment of $500,000 in June 2002, with
monthly payments of $100,000 for twelve (12) months, with a balloon payment of
$500,000 due in December 2002 and a final balloon payment due in June 2003.
Interest will accrue at 6.0% per annum and will be paid with the final balloon
payment. The President of the Company and his spouse personally guarantees this
note. In September 2002 the supplier agreed with the Company's request to modify
the payment terms on the note. The new agreement is comprised of a monthly
payment of $5,000 and additional payments based on purchasing incentives.
Additionally, the maturation date of the note was extended an additional fifteen
months to September 9, 2004. The purchasing incentive entails the Company paying
Fujitsu an additional 5% of all purchases toward the payment of this note. At
March 31, 2003 the balance due was $1,935,000. 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.
Additionally, the Company is on a cash basis with Fujitsu for ongoing product
purchases. This impairs the Company's ability to purchase product, as purchases
are limited to the Company's ability to generate cash prior to a sale in order
to prepay for the product.

In May 2002 the Company received advances from two existing investors for
$75,000 and $150,000, respectively. The Company converted these advances into
promissory notes providing for interest at 8% per annum payable upon maturity on
May 23, 2003, and convertible into common stock at the holder's option at $.25
per share. Additionally, the Company issued warrants to purchase up to 37,500
shares and 75,000 shares, respectively, of the Company's common stock at $.25
per share exercisable through May 22, 2007.

In June 2002 the Company received an advance from an existing investor for
$77,000 in order to purchase product for resale. The Company converted the
unpaid portion of this advance into a promissory note in the amount of $57,000
providing for interest at 8% per annum payable upon maturity on March 28, 2004,
and convertible into common stock at the holder's option at $.25 per share.
Additionally, the Company issued warrants to purchase up to 28,500 shares of the
Company's common stock at $.25 per share exercisable through March 27, 2008.


                                       15



<PAGE>



In June 2002 the Company received net proceeds of $500,000 from a Convertible
Promissory Note. The note holder, an existing investor, is entitled to
reimbursement of interest incurred on a note from her bank. This Note is
convertible into Common Stock at $.25 per share. Principal and interest on the
note was due December 27, 2002. The investor became a director of the Company in
November 2002.

This same investor provided an additional $1,936,000 as of March 31, 2003. This
investment is a promissory note with an interest rate of 5% per annum. It is
convertible into Company stock at an exercise price of $.25 per share.
Additionally, the Company issued to the investor 3,000,000 warrants exercisable
through November 12, 2006 at an exercise price of $.25 per share.

This investor previously entered into one additional Promissory Note with the
Company for $500,000 in February 2002. This note was unsecured, convertible into
Company stock and was due on September 30, 2002. This note is currently in
default.

In August 2002 the Company received net proceeds of $250,000 from a short-term
Promissory Note secured by the personal residence of the Company's President.
Additionally, the Company issued 300,000 shares of stock to the note holder as
compensation for services rendered. The Company defaulted on the Note. To cure
the default on this note, the Company's President elected to pay-off the
principal and accrued interest in March 2003. The Company will repay the
President for this advance of funds.

Subsequent to March 31, 2003, the Company received net proceeds of $300,000 from
a Promissory Note in July 2003 secured by a Borrower Security Agreement and
Subsidiary Agreement by and between the Company and Integrated Mobile Solutions,
LLC ("IMS"). The principal balance, together with accrued and unpaid interest,
to accrue at 3%, is due and payable in aggregate on June 19, 2005.

The Company has implemented a survival plan consisting of three key elements:
(1) reduction of expenses (2) creditor arrangements, and (3) additional
financing. Based on the Company's belief in the potential market for its
products and services, the Company believes that if all three elements are
implemented successfully, that the Company can survive and has the potential to
grow and operate profitably. The Company has implemented the first part of its
strategy by reducing its number of employees from 81 at March 31, 2002 to 28 at
March 31, 2003. The Company has also made across the board cuts in employee
compensation. During the past several months, the Company has been negotiating
creditor discounts, extended payment terms and debt to equity conversions.
Although many creditors have agreed to discounts, discussions are continuing
with several large creditors and remain unsettled.

The third part of the Company's strategy is to obtain additional financing.
Subsequent to March 31, 2003, Integrated Mobile Solutions, LLC ("IMS"), a
recently formed entity, loaned the Company $300,000 in bridge financing. The
loan is secured by substantially all of the Company's assets. IMS has also
informed the Company that if arrangements are made with the Company's creditors
satisfactory to IMS and there are no material adverse changes to the Company's
operations, IMS will attempt to raise additional financing to enable IMS to
invest in the Company's securities. It is the intention of both the Company and
IMS that IMS invest up to $2.0 million in the Company through the purchase of
the Company's common stock based upon a 50% discount on the then current market
price, with a floor of $.04 per share. Much of this investment may come in the
form of a note that would automatically convert into common stock upon approval
of the Company's shareholders of an increase in the authorized shares of the
Company's stock. IMS does not have substantial funds and may not be able to fund
the intended purchase.


                                       16



<PAGE>



If the Company does not receive substantial creditor concessions and additional
funding, the Company is unlikely to be able to continue operations.


New Accounting Pronouncements

In July 2002, the FASB issued Statements of Financial Accounting Standards No.
146, "Accounting for Costs Associated with Exit or Disposal Activities" (SFAS
146). SFAS 146 requires companies to recognize costs associated with exit or
disposal activities when they are incurred rather than at the date of a
commitment to an exit or disposal plan. Examples of costs cover by SFAS 146
include lease termination costs and certain employee severance costs that are
associated with a restructuring, discontinued operation, plant closing, or other
exit or disposal activity. SFAS 146 is to be applied prospectively to exit or
disposal activities initiated after December 31, 2002. The adoption of SFAS 146
is not expected to have a material effect on the Company's financial position or
results of its operations.
In August 2002, the FASB issued Statements of Financial Accounting Standards No.
147, "Acquisitions of Certain Financial Institutions" (SFAS 147). SFAS 147
requires financial institutions to follow the guidance in SFAS 141 and SFAS 142
for business combinations and goodwill and intangible assets, as opposed to the
previously applied accounting literature. This statement also amends SFAS 144 to
include in its scope long-term customer relationship intangible assets of
financial institutions. The provisions of SFAS 147 do not apply to the Company.

In December 2002, the FASB issued Statements of Financial Accounting Standards
No.148, "Accounting for Stock-Based compensation - Transition and Disclosure -
an amendment of FASB Statement 123" (SFAS 123). For entities that change their
accounting for stock-based compensation from the intrinsic method to the fair
value method under SFAS 123, the fair value method is to be applied
prospectively to those awards granted after the beginning of the period of
adoption (the prospective method). The amendment permits two additional
transition methods for adoption of the fair value method. In addition to the
prospective method, the entity can choose to either (i) restate all periods
presented (retroactive restatement method) or (ii) recognize compensation cost
from the beginning of the fiscal year of adoption as if the fair value method
had been used to account for awards (modified prospective method). For fiscal
years beginning December 15, 2003, the prospective method will no longer be
allowed. The Company currently accounts for its stock-based compensation using
the intrinsic value method as proscribed by Accounting Principles Board Opinion
No. 25, "Accounting for Stock Issued to Employees" and plans on continuing using
this method to account for stock options, therefore, it does not intend to adopt
the transition requirements as specified in SFAS 148. The Company has adopted
the new SFAS 148 disclosure requirements of SFAS 148 in these financial
statements.

SFAS No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging
Activities, was issued in April 2003 and amends and clarifies accounting for
derivative instruments, including certain derivative instruments embedded in
other contracts, and for hedging activities under SFAS No. 133. SFAS No. 149 is
effective for contracts entered into or modified after June 30, 2003, and for
hedging relationships designated after June 30, 2003. Management does not
believe that the adoption of SFAS No. 149 will have a material impact on its
financial position or results of operations.

SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics
of Both Liabilities and Equity, was issued in May 2003 and requires issuers to
classify as liabilities (or assets in some circumstances) three classes of
freestanding financial instruments that embody obligations for the issuer. SFAS
No. 150 is effective for financial instruments entered into or modified after
May 31, 2003 and is otherwise effective at the beginning of the first interim
period beginning after June 15, 2003. Management believes the adoption of SFAS
No. 150 will have no immediate impact on its financial position or results of
operations.


                                       17



<PAGE>



The FASB issued Interpretation ("FIN") No. 45, Guarantor's Accounting and
Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others, in November 2002 and FIN No. 46, Consolidation of
Variable Interest Entities, in January 2003. FIN No. 45 is applicable on a
prospective basis for initial recognition and measurement provisions to
guarantees issued after December 2002; however, disclosure requirements are
effective immediately. FIN No. 45 requires a guarantor to recognize, at the
inception of a guarantee, a liability for the fair value of the obligations
undertaken in issuing the guarantee and expands the required disclosures to be
made by the guarantor about its obligation under certain guarantees that it has
issued. The adoption of FIN No. 45 did not have a material impact on the
Company's financial position or results of operations. FIN No. 46 requires that
a company that controls another entity through interest other than voting
interest should consolidate such controlled entity in all cases for interim
periods beginning after June 15, 2003. Management does not believe the adoption
of FIN No. 46 will have a material impact on its financial position or results
of operations.


Significant Accounting Policies

Revenue Recognition:

Revenue from the sale of equipment is recognized as products are shipped and
title has passed to the customer. Revenue for fiscal year ended March 31, 2003
includes shipping and handling fees of $30,000 compared to $42,000 for fiscal
year ended March 31, 2002. Shipping and handling costs included in costs of
direct equipment were $139,000 for fiscal year ended March 31, 2003 compared to
$193,000 for the prior fiscal year. Generally, products we sell have no right of
return and are warranted by the original equipment manufacturer. Accordingly,
the Company has not provided for a warranty accrual. 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 are impacted by the estimated value of the
associated warrants. The value of the warrants involves significant estimates,
and was 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
discount recorded.



                                       18



<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


                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
        WITH SECTION 16(a) OF THE EXCHANGE ACT

The directors and executive officers of Active Link Communications, Inc. (the
"Company" or "Active Link") are as follows:

<Table>
<Caption>
Name                         Position
----                         --------
<S>                          <C>
James M. Ciccarelli          Chairman of the Board of Directors and Director

Tamara A. Ells               Director

Timothy A. Ells              President, Chief Executive Officer and Director

Donnette L. Hall             Director

Louis P. Panetta             Director

William D. Kelly             Vice President, Chief Financial Officer, Secretary and Treasurer
</Table>


James M. Ciccarelli - Age 51. Mr. Ciccarelli has been a director and Chairman of
the Board of the Company since July 1998. Mr. Ciccarelli served as Chief
Executive Officer of the Company from July 1, 1998 to November 8, 2001. He
served as President and CEO of Interconnect Acquisition Corporation from its
founding in 1997 until its merger with the Company. He has served as a director
of Birner Dental Management Services, Inc., since 1995. He also served as a
director for Wireless Telcom, Inc. from 1993 to 1999. From 1990 to 1993, Mr.
Ciccarelli was the Vice President of Intelligent Electronics and the President
and CEO of its Reseller Network Division from 1987 to 1989. From 1988 to 1990,
he was President of Connecting Point of America.

Tamara E. Ells - Age - 44. Ms. Ells has been a director of the Company since
November 2001. From May 1998 to present, Ms. Ells has been a director of
Mobility Concepts, Inc. Ms. Ells has served as President of Mobility Concepts,
Inc. since November 2001. From May 1998 until November 2001, Ms. Ells served as
Vice President - Marketing of Mobility Concepts, Inc. From July 1994 until May
1998, Ms. Ells served as Sales Manager of P.C. Solutions, Inc. Ms. Ells received
a B.A. degree from Northwestern University.


                                       19



<PAGE>


Timothy A. Ells - Age 48. Mr. Ells has been a director, Chief Executive Officer
and President of the Company since November 2001. From May 1998 to present, Mr.
Ells has served as a director of Mobility Concepts, Inc. ("Mobility"). Mobility
merged with the Company in November of 2001. Mr. Ells served as President of
Mobility Concepts, Inc., formerly known as P.C. Solutions, Inc., since January
1994. Mr. Ells holds a B.S. degree from the University of Wisconsin - Madison.

Donnette L. Hall - Age 52. Ms. Hall has been a director of the Company since
November 2002. For the past nine years, she has participated in a number of
venture capital transactions. She is Secretary and major stockholder in Liquid
Assets of North Manchester, Indiana; major stockholder of Low Bob's Tobacco
Stores in Fort Wayne, Warsaw, and North Manchester, Indiana; major stockholder
in Elan, located in Nashville, Tennessee.

Louis P. Panetta - Age - 53. Mr. Panetta has been a director of the Company
since November 2001. From December 2001 to present Mr. Panetta has been a
director of Mobility Concepts, Inc. Mr. Panetta has served as Vice President of
Marketing and Investor Relations of Mobility Concepts, Inc. since November 2001.
Before joining Mobility Concepts, Mr. Panetta served as President and CEO of
Fujitsu Personal Systems, Inc. from August 1992 until August 1999. Mr. Panetta
has also served as a Director of Communications Intelligence Corp. since October
2000. Mr. Panetta received a B.S. degree from Niagara University.

William D. Kelly - Age 49. Mr. Kelly joined Mobility Concepts in May 2001 as
Chief Financial Officer. In August 2002 he became Vice President and Chief
Financial Officer, Secretary and Treasurer of Active Link. Prior to joining
Mobility Concepts, Mr. Kelly held the position of Vice President of Finance for
Allied International, a division of Allied Van Lines, Inc., from October 1996
through November 2000. Mr. Kelly had held various positions of increasing
responsibility with Allied Van Lines since December 1978. Mr. Kelly received a
B.B.A. degree in Accounting from the University of Notre Dame.

Each of the directors was elected to serve until the next annual meeting of
shareholders and until their successors have been elected and have qualified.
Mr. Ells and Ms. Ells are husband and wife; there are no other family
relationships between any director or executive officer of the Company.

Based on a review of forms received by the Company which were submitted to the
Securities and Exchange Commission by officers and directors and 10%
shareholders of the Company, the Company believes that, during fiscal 2003,
these persons complied with all applicable filing requirements on a timely
basis.


ITEM 10. EXECUTIVE COMPENSATION

The following table sets forth information concerning all compensation paid by
the Company and options granted by the Company to the Chief Executive Officer of
the Company and to each officer who earned more than $100,000, during the years
ended March 31, 2003 and 2002.



                                       20



<PAGE>





                           SUMMARY COMPENSATION TABLE


<Table>
<Caption>
                                                                                      Long-term  Compensation
                                                                                -----------------------------------
                                                       Annual Compensation               Awards             Payouts
                                            ----------------------------------- ------------------------    -------
                                                                      Other      Restricted
Name and                                                              Annual       Stock        Options/      LTIP      All Other
Principal Position (1)(2)       Year        Salary $       Bonus   Compensation    Awards         SARs       Payouts   Compensation
--------------------------      ----        --------       -----   ------------  ----------     --------     -------   ------------
<S>                             <C>         <C>            <C>     <C>           <C>            <C>          <C>       <C>
Timothy A. Ells, CEO            2003        $129,877         -0-         -0-         -0-          80,000         -0-         -0-
Timothy A. Ells, CEO            2002        $ 86,583         -0-         -0-         -0-             -0-         -0-         -0-
James M. Ciccarelli, CEO        2003        $ 29,242         -0-         -0-         -0-         135,000         -0-         -0-
James M. Ciccarelli, CEO        2002        $ 65,448         -0-         -0-         -0-          70,000         -0-         -0-
</Table>


(1)  Mr. Ells became President and CEO of Active Link on November 8, 2001 in
     connection with the merger between Active Link and Mobility. Mr. Ells has
     entered into an employment agreement with the Company, which provides for
     an annual salary of $200,000.

(2)  The Company pays health insurance premiums for Mr. Ciccarelli. The
     aggregate amount of such compensation is less than either $50,000 or 10% of
     the total of annual salary and bonus for the above executive officers,
     which includes automobile expense of approximately $18,350 in fiscal 2003
     and $16,450 in fiscal 2002.

                        OPTION GRANTS IN LAST FISCAL YEAR


<Table>
<Caption>
                                   Number of          Percent of Total
                             Securities Underlying      Options/SAR's
                                 Options/SAR's      granted to employees      Exercise or          Expiration
Name                              Granted (#)          in fiscal year      or base price($/sh)        Date
--------------------------   ---------------------  --------------------   -------------------     ----------
<S>                          <C>                    <C>                    <C>                     <C>
James M. Ciccarelli, CEO            135,000                    11.2%              $ .25            11/11/07
Timothy A. Ells, CEO                 80,000                     6.6%              $ .25            11/11/07
William D. Kelly, VP & CFO          150,000                    12.4%              $ .25            11/11/07
</Table>


         AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END
                                OPTION/SAR VALUES

<Table>
<Caption>
                                                           Number of
                                                           Securities                   Value of
                                  Shares                   Underlying                   Unexercised
                                  Acquired                 Unexercised                  In-The-Money
                                  On           Value       Options/SARs                 Options/SARs
                                  Exercise     Realized    At FY-End (#)                Exercisable/
                                  (#)          ($)         Exercisable/Unexercisable    Unexercisable
                                  --------     --------    -------------------------    -------------
Name
<S>                               <C>          <C>         <C>                          <C>
James M. Ciccarelli, CEO            30,000      $0          184,000/319,000              $ 0/$0
Timothy A. Ells, CEO                     0      $0                 0/80,000              $ 0/$0
William D. Kelly, VP & CFO               0      $0            8,500/167,000              $ 0/$0
</Table>



401(k) Plans

On August 1, 1985, the 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. As amended, the Active Link may make
matching contributions up to 50% of the participant's contribution (made via
salary reduction arrangements) as described in the ESP. In addition, the Active
Link may also make an annual contribution from its profits. Active Link made no
contribution to the ESP in 2003 or 2002. Active Link has terminated this plan.


                                       21



<PAGE>



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 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 amounted to $13,000 and $17,000 for the years
ended March 31, 2003 and 2002, respectively.


Stock Option and Stock Appreciation Plans

In fiscal 1998, the Company adopted the 1997 Stock Option Plan (the "97 Plan");
pursuant to which options to purchase up to 150,000 shares of Common Stock may
be granted to employees and consultants of the Company. Additionally, the Plan
provided for the specific grant of 135,000 options to certain key employees and
consultants. Of these options, 115,000 were granted at $1.30 per share and
20,000 were granted at $1.50 per share, representing the fair market values on
the respective dates of grant. The options expired in August 2001 and February
2002, respectively. No other options have been granted under the 97 Plan.


In fiscal 1999, the Company adopted the 1998 Stock Option Plan (the "98 Plan");
pursuant to which options to purchase up to 2,500,000 shares of Common Stock may
be granted to employees and consultants of the Company. Options to purchase
1,406,569 shares have been granted at exercise prices ranging from $.25 to $4.00
per share. Of this amount, options to purchase 735,000 shares have been granted
to officers and directors of the Company. The exercise prices for all options
have been based on the fair market value per share of the Common Stock on their
respective dates of grant.


Compensation of Directors

In fiscal 1999, the Company adopted the 1999 Non-Discretionary Stock Option Plan
(the "99 Plan"), pursuant to which options to purchase up to 300,000 shares of
common stock may 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.
If any option grant expires or terminates, all shares which were not issued
under the option grant will become available for additional awards under the
1999 Plan. The options are exercisable for five years from the date of grant.

The Company does not pay directors for meetings attended. During the year ended
March 31, 2003, the Company held 7 meetings of the Board of Directors and took
action at other times by written consent. Each director attended 80 percent of
the meetings held during the period he or she served as a director.



                                       22



<PAGE>



ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the persons known to the Company to own
beneficially more than five percent of the outstanding Common Stock on July 1,
2003 and information as of July 1, 2003 with respect to the ownership of equity
by each director of the Company and by all officers and directors as a group.

Certain Beneficial Owners

<Table>
<Caption>
  Name & Address of                                Shares Beneficially
  Beneficial Owner                 Title of Class       Owned(1)            Percent
--------------------------         --------------  -------------------      -------
<S>                                <C>             <C>                      <C>
Timothy A. Ells(2)                  Common Stock       9,039,651             32.75%
1840 Centre Point Drive
Naperville, Illinois 60563

James M. Ciccarelli(3)              Common Stock       2,055,167              7.20%
1840 Centre Point Drive
Naperville, Illinois 60563

Tamara A. Ells(3)                   Common Stock         115,000              0.42%
1840 Centre Point Drive
Naperville, Illinois 60563

Louis P. Panetta(3)                 Common Stock         127,700              0.46%
1840 Centre Point Drive
Naperville, Illinois 60563

Donnette L. Hall(6)                 Common Stock      17,248,768             39.86%
1840 Centre Point Drive
Naperville, Illinois 60563

Officers and Directors as           Common Stock      28,261,286             63.09%
a Group (6 persons)(5)

Steven M. Bathgate(4)               Common Stock       2,114,704              7.49%
5350 S. Roslyn, Suite 400
Englewood, Colorado 80111
</Table>

(1)  Beneficial ownership results in each case from the possession of sole or
     shared voting and investment power with respect to the shares.

(2)  The number of shares set forth opposite the name Timothy A. Ells includes
     options to purchase an aggregate of 80,000 shares.

(3)  The number of shares set forth opposite the name of James M. Ciccarelli
     includes (i) options and a warrant to purchase 444,000 shares, and (ii)
     581,167 shares which underlie a convertible note in the principal amount of
     $125,000. The numbers of shares set forth opposite the names of Tamara A.
     Ells and Louis P. Panetta include options to purchase 115,000 and 125,500
     shares, respectively. The number of shares set forth opposite the name of
     Tamara A. Ells does not include any shares owned by her husband.

(4)  The shares set forth opposite the name of Steven M. Bathgate include
     warrants to purchase 394,865 shares. Also included are 320,800 shares that
     underlie convertible notes in the principal amount of $75,000 payable to
     Mr. Bathgate. Mr. Bathgate is a principal of Bathgate Capital Partners,
     LLC.


                                       23



<PAGE>



(5)  The number of shares set forth opposite the officers and directors as a
     group includes the aforementioned options to Messrs. Ciccarelli, Ms. Ells,
     Mr. Panetta, as well as, options to purchase 175,000 shares for Mr. Kelly.

(6)  The shares set forth opposite the name of Donnette L. Hall and officers and
     directors as a group includes options granted to Ms. Hall's spouse to
     purchase an aggregate of 50,000 shares. Also included are shares that may
     be acquired by her through conversion of notes and exercise of warrants.
     See Item 12.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company has used the services of Bathgate Capital Partners LLC, which was
formerly known as Bathgate McColley Capital Group, LLC ("BMCG"), as a placement
agent for offerings in 1998 and 1999 of Common Stock, Preferred Stock and debt.
During this period, BMCG sold an aggregate of $3,137,000 in equity and debt
securities on behalf of the Company. The Company paid BMCG an aggregate of
$253,667 in commissions, and issued warrants to purchase an aggregate of 250,850
shares of Common Stock. Steven M. Bathgate and Eugene McColley, principals of
BMCG, participated as investors in these offerings and are principal
shareholders of the Company. In the Company's unit offering completed in May
1998, Mr. Bathgate purchased 40,000 Units and Mr. McColley purchased 40,000
Units. The purchase price was $1.25 per Unit, with each Unit consisting of one
share of common stock and one warrant exercisable at $2.50 per share for a
five-year period. In the private placement completed in March 1999, Mr. Bathgate
purchased 349,250 Units and Mr. McColley purchased 194,250 Units. The purchase
price for each Unit was $200, with each Unit consisting of one share of Series H
Preferred Stock and 40 warrants. Each warrant entitles the holder to purchase
one share of common stock at $3.00 share through October 20, 2003. Each one
share of Series H Preferred Stock was converted into 200 shares of common stock
upon the approval of shareholders to an increase in the authorized shares of
common stock. In July 1999 the Company began the sale of Units of Subordinated
Convertible Notes and Warrants. Mr. Bathgate and Mr. McColley purchased 2 and 1
units, respectively. Each unit consisted of a $50,000 Subordinated Convertible
Note and 20,000 Warrants for a purchase price of $50,400. The Company completed
the offering in November 1999. BMCG sold an aggregate of $2,200,000 in debt and
warrants. The Company paid BMCG a commission of $133,000 and issued warrants to
purchase 115,000 shares of Common Stock. In addition, BMCG was paid a consulting
fee of $35,000 for assistance with certain acquisitions made by the Company
during fiscal 2000. During fiscal 2001 the Company: (i) paid BMCG a commission
of $38,000 and issued warrants to purchase 20,571 shares of Common Stock in
connection with the sale of 300,000 shares of the Company's Common Stock; (ii)
paid BMCG a commission of $15,000 and issued warrants to purchase 7,500 shares
of Common Stock in connection with the sales of $375,000 of convertible notes;
(iii) paid BMCG a commission of $5,760 for their assistance in the early
exercise of warrants; and (iv) paid BMCG a consulting fee of $15,000 for
assistance with the acquisition made by the Company during the year. During
fiscal 2003 the Company: (i) paid BMCG a commission of $14,750 in connection
with securing several loans; and (ii) paid BMCG a commission of $42,250 for
their assistance in obtaining commitments from note holders to convert their
notes into Company stock. It is expected that BMCG will be paid commissions and
issued warrants upon the sale of additional securities of the Company.

In May 2002, Mr. Bathgate advanced the Company $75,000 as an unsecured loan. The
promissory note provides for interest at 8% per annum payable upon maturity on
May 23, 2003, and convertible into common stock at the holder's option at $.25
per share. Additionally, the Company issued warrants to purchase up to 37,500
shares of the Company's common stock at $.25 per share exercisable through May
22, 2007.


In August 2001, the Company 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, Mr. Ciccarelli, and two of the


                                       24



<PAGE>



Company's shareholders, Messrs. Bathgate and McColley, have personally
guaranteed the line of credit. Messrs. Bathgate and McColley receive an
aggregate of 15,000 warrants exercisable at $.80 until August 2006 for each
month the personal guarantees are in place. At March 31, 2003 190,000 warrants
have been issued. The line of credit was fully utilized at March 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, Mr.
Ciccarelli, and two shareholders, Messrs. Bathgate and McColley. 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 warrants are exercisable into 200,000
shares of Common Stock at $.80 per share until November 26, 2006. The Company
agreed to reduce the conversion price to $25 per share in consideration for an
extension of the due date.

On September 28, 2001, Timothy A. Ells, Mobility's President and CEO and sole
shareholder deposited $1,500,000 into Mobility. This deposit represented (a) his
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.

In December 2001, the Company entered into a financing agreement with a finance
company to provide a revolving loan facility. Mr. Ells, who is the President and
CEO and principal shareholder of the Company, has personally guaranteed payment
of the obligation.

On May 28, 2002, the Company reached an agreement with Fujitsu PC Corporation to
restructure amounts owed them, in the amount of $2,611,871.07. Mr. Ells and his
wife, Tamara A. Ells, who is the President of Mobility and a Director of the
Company, have personally guaranteed payment of the obligation.

In connection with the merger of Active Link and Mobility, Mr. Ells signed a one
year employment agreement that provides for a base salary of (i) $200,000; (ii)
reimbursement of up to $7,500 per year of life and disability premiums; (iii) a
$650 per month car allowance; (iv) and reimbursement of club dues and other
expenses not to exceed $10,000 per year. This employment agreement has an
automatic one-year renewal clause. Mr. Ells deferred $42,000 of his salary in
fiscal year 2003, and continues to be compensated at levels below his
contractual rate.

In connection with the merger of Active Link and Mobility, Ms. Ells signed a one
year employment agreement that provides for a base salary of (i) $150,000; (ii)
reimbursement of up to $7,500 per year of life and disability premiums; (iii)
and a $500 per month car allowance. This employment agreement has an automatic
one-year renewal clause. Ms. Ells deferred $33,000 of her salary in fiscal year
2003, and continues to be compensated at levels below her contractual rate.

On September 29, 2001, Donnette L. Hall, loaned Mr. Ells $1,500,000. This loan
is convertible into the common stock of the Company owned by Mr. Ells at $1.00
per share.

In February 2002, Ms. Hall purchased a convertible note from the Company in the
amount of $500,000 convertible into the common stock of the Company currently at
$.25 per share. In addition, Ms. Hall received warrants to purchase 250,000
shares of common stock currently at $.25 per share.

In July 2002, Ms. Hall purchased a convertible note from the Company in the
amount of $500,000 convertible into the common stock of the Company at $.25 per
share. In addition, Ms. Hall received warrants to purchase 250,000 shares of
common stock at $.25 per share. Mr. Ells and Ms. Ells have


                                       25



<PAGE>



personally guaranteed payment of the note. Ms. Hall became a director of the
Company in November 2002.

Ms. Hall also provided an additional $1,936,000 as of March 31, 2003. This
investment is a promissory note with an interest rate of 5% per annum. It is
convertible into Company stock at an exercise price of $.25 per share.
Additionally, the Company issued to Ms. Hall 3,000,000 warrants exercisable
through November 12, 2006 at an exercise price of $.25 per share.

In August 2002 the Company received net proceeds of $250,000 from a short-term
Promissory Note secured by the personal residence of Mr. Ells and Ms. Ells.
Additionally, the Company issued 300,000 shares of stock to the note holder as
compensation for services rendered. The Company defaulted on the Note. To cure
the default on this note, the Company's President elected to pay-off the
principal and accrued interest in March 2003. The Company will repay the
President for this advance of funds.


ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

     2.   Plan of Acquisition

          (a)  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.

          (b)  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. (3)

          (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. (2)

          (f)  Articles of Amendment to the Articles of Incorporation dated
               November 8, 2000. (3)

                                       26



<PAGE>



     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. (2)

          (c)  1999 Non-discretionary stock option plan. (2)

          (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. (3)

          (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. (1)

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

         (j.2) Guaranty of Timothy Ells for Assignment of Accounts and Security
               Agreement dated December 21, 2001 with SPECTRUM Commercial
               Services Company. (1)

         (j.3) Guaranty of Tamara Ells for Assignment of Accounts and Security
               Agreement dated December 21, 2001 with SPECTRUM Commercial
               Services Company. (1)

          (k)  Convertible Promissory Note dated November 26, 2001 between
               Active Link Communications, Inc. and James Ciccarelli. (1)

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

         (l.2) Guaranty of Timothy Ells and Tamara Ells for Promissory Note
               dated May 28, 2002 between Fujitsu PC Corporation and Mobility
               Concepts, Inc. (1)

          (m)  Employment Agreement between William D. Kelly and Mobility
               Concepts, Inc.


                                       27



<PAGE>



         (n.1) Convertible Promissory Note dated February 21, 2002 between
               Active Link Communications, Inc. and Donnette Hall.

         (n.2) Warrants granted to Donnette Hall in association with the
               Convertible Promissory Note dated February 21, 2002.

         (n.3) Convertible Promissory Note dated June 27, 2002 between Active
               Link Communications, Inc. and Donnette Hall.

         (n.4) Warrants granted to Donnette Hall in association with the
               Convertible Promissory Note dated June 27, 2002.

         (n.5) Convertible Promissory Note dated November 12, 2002 between
               Active Link Communications, Inc. and Donnette Hall.

         (n.6) Warrants granted to Donnette Hall in association with the
               Convertible Promissory Note dated November 12, 2002.

         (o.1) Consulting agreement between Registrant and Steven Scott dated
               October 1, 2002.

         (o.2) Letter agreement between Registrant and Steven Scott dated
               December 23, 2002 rescinding the issuance of stock and revising
               the original consulting agreement.

         (p.1) Promissory Note dated June 20, 2003 between Active Link
               Communications, Inc. and Integrated Mobile Solutions, LLC.

         (p.2) Borrower Security Agreement dated June 20, 2003 between Active
               Link Communications, Inc. and Integrated Mobile Solutions, LLC.

         (p.3) Pledge Agreement dated June 20, 2003 between Active Link
               Communications, Inc. and Integrated Mobile Solutions, LLC.

         (p.4) Subsidiary Security Agreement dated June 20, 2003 between
               Mobility Concepts, Inc. and Integrated Mobile Solutions, LLC.

         (p.5) Agreement dated June 20, 2003 between Active Link
               Communications, Inc., Spectrum Commercial Services Company,
               Renaissance US Growth & Income Trust PLC, Renaissance Capital
               Growth & Income Fund III, Inc., Alan I. Goldberg, Robert Nieder,
               Integrated Mobile Solutions, LLC and Mobility Concepts, Inc.

          (q)  Letter of Intent dated July 14, 2003 between Active Link
               Communications, Inc. and Integrated Mobile Solutions, LLC.

     (1)  Filed as an exhibit to the Report on Form 10-KSB as of March 31, 2002,
          incorporated herein by this reference.

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

     (3)  Filed as an exhibit to the Report on Form 10-KSB as of April 30, 2001,
          incorporated herein by this reference.

99.1 Section 906 certifications


                                       28



<PAGE>



(b) Reports on Form 8-K

The Company filed three Forms 8-K during the last quarter of the fiscal year
ending March 31, 2003.

     (a)  Form 8-K filed February 20, 2003 to disclose a press release under
          Item 9, Regulation FD Disclosure.

     (b)  Form 8-K filed February 24, 2003 to disclose a press release under
          Item 9, Regulation FD Disclosure.

     (c)  Form 8-K filed February 25, 2003 to disclose a press release under
          Item 9, Regulation FD Disclosure.



ITEM 14. CONTROLS AND PROCEDURES

(a) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

The management of the Company, including the Chief Executive Officer and the
Chief Financial Officer, has conducted an evaluation of the effectiveness of the
Company's disclosure controls and procedures pursuant to Rule 13a-14 under the
Securities Exchange Act of 1934 as of a date (the "Evaluation Date") within 90
days prior to the filing date of this report. Based on that evaluation, the
Chief Executive Officer and the Chief Financial Officer concluded that, as of
the Evaluation Date, the Company's disclosure controls and procedures were
effective in ensuring that all material information relating to the Company
required to be filed in the quarterly report has been made known to them in a
timely manner.

(b) CHANGES IN INTERNAL CONTROLS
There have been no significant changes made in the Company's internal controls
or in other factors that could significantly affect internal controls subsequent
to the Evaluation Date.



                                       29



<PAGE>



                          INDEX TO FINANCIAL STATEMENTS

<Table>
<Caption>
                                                                                   Page
                                                                                   ----
Consolidated Financial Statements

<S>                                                                             <C>
Independent Auditors' Report Year Ended March 31, 2003                             F-1
Consolidated Balance Sheet - March 31, 2003                                        F-2
Consolidated Statements of Operations - for the Years Ended
    March 31, 2003 and 2002                                                        F-3
Consolidated Statements of Stockholders' Deficit - for the Years Ended
    March 31, 2003 and 2002                                                        F-4
Consolidated Statements of Cash Flows - for the Years Ended
   March 31, 2003 and 2002                                                       F-5,6
Notes to Consolidated Financial Statements                                      F-7-31
</Table>




                                       30



<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, 2003, and the related
consolidated statements of operations, stockholders' deficit, and cash flows for
the years ended March 31, 2003 and 2002. 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
audits.

We conducted our audits 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 audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Active Link
Communications, Inc. and subsidiaries as of March 31, 2003 and the results of
their operations and their cash flows for the years ended March 31, 2003 and
2002, 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
June 26, 2003



                                      F-1



<PAGE>



                        ACTIVE LINK COMMUNICATIONS, INC.
                                AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                 MARCH 31, 2003
                            (IN THOUSANDS OF DOLLARS)


                                     ASSETS

<Table>
<S>                                                                                   <C>
CURRENT ASSETS:
 Cash                                                                                 $     20
 Trade accounts and current portion of notes receivable, less allowance for
  doubtful accounts of $479                                                                360
 Inventory                                                                                 487
 Prepaid expenses and other current assets                                                  40
                                                                                      --------

        TOTAL CURRENT ASSETS                                                               907

Property and equipment, net                                                                 21
Deposits and other assets                                                                   15
                                                                                      --------

               TOTAL ASSETS                                                           $    943
                                                                                      ========

             LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
 Trade accounts payable                                                               $  4,978
 Short term borrowings                                                                     323
 Current portion of notes payable, including amounts due to
  related parties of $1,226                                                              4,073
 Accrued interest payable                                                                  319
 Accrued expenses, deposits and other liabilities                                        1,781
                                                                                      --------


           TOTAL CURRENT LIABILITIES                                                    11,474

LONG-TERM LIABILITIES:
 Notes payable, net of current portion, including amounts due
  to related parties of $1,462                                                           3,336
                                                                                      --------

                                                                                        14,810
                                                                                      --------
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;
  27,401,464 issued and outstanding shares                                               2,599
 Additional paid-in capital                                                              4,589
 Excess of liabilities assumed over assets acquired, net                                (4,348)
 Accumulated deficit                                                                   (16,707)
                                                                                      --------
           TOTAL STOCKHOLDERS' DEFICIT                                                 (13,867)
                                                                                      --------
               TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                            $    943
                                                                                      ========
</Table>


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

                                      F-2



<PAGE>




                        ACTIVE LINK COMMUNICATIONS, INC.
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                YEARS ENDED MARCH 31, 2003 AND 2002 (IN THOUSANDS
                     OF DOLLARS EXCEPT LOSS PER SHARE DATA)


<Table>
<Caption>
                                                                     2003               2002
                                                                 ------------       ------------
<S>                                                              <C>                <C>
REVENUE FROM:
   Direct equipment                                              $      7,092       $     13,139
   Service sales                                                          833                584
                                                                 ------------       ------------
                                                                        7,925             13,723
                                                                 ------------       ------------

COSTS AND EXPENSES:
   Cost of direct equipment                                             6,317             11,453
   Cost of service sales                                                  252                223
   Selling                                                                847              1,217
   General and administrative                                           4,023              4,195
   Depreciation and amortization                                          123                129
   Induced Debt Conversion                                                838                 --
   Acquisition costs                                                       --                337
                                                                 ------------       ------------
                                                                       12,400             17,554
                                                                 ------------       ------------

LOSS FROM CONTINUING OPERATIONS                                        (4,475)            (3,831)

OTHER INCOME (EXPENSE)
     Interest expense                                                  (3,279)            (1,859)
     Interest and other income                                             12                 45
                                                                 ------------       ------------
         Total other income (expense)                                  (3,267)            (1,814)
                                                                 ------------       ------------

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

NET LOSS                                                         $     (7,742)      $     (7,992)
                                                                 ============       ============

LOSS PER COMMON SHARE:
   Basic and Diluted:
      Loss from continuing operations                            $       (.19)      $       (.27)
      Other income (expense)                                             (.15)              (.13)
      Loss from discontinued operations                                    --               (.16)
                                                                 ------------       ------------
      Net loss                                                   $       (.34)      $       (.56)
                                                                 ============       ============

   WEIGHTED - AVERAGE NUMBER OF OUTSTANDING COMMON SHARES
   Basic and Diluted                                               22,667,087         14,300,003
                                                                 ============       ============
</Table>



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

                                      F-3



<PAGE>




                        ACTIVE LINK COMMUNICATIONS, INC.
                                AND SUBSIDIARIES
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
                       YEARS ENDED MARCH 31, 2003 AND 2002
               (IN THOUSANDS OF DOLLARS EXCEPT SHARE INFORMATION)


<Table>
<Caption>
                                                                                  Excess of
                                                                                 Liabilities
                                           Common Stock                             over
                                    --------------------------    Additional        Assets       Accumulated    Stockholders'
                                       Shares         Amount    Paid-in Capital    Acquired         Deficit         Deficit
                                    -----------    -----------  ---------------  ------------    ------------   -------------
<S>                                 <C>            <C>          <C>              <C>             <C>            <C>
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)

Discount and warrants
related to  convertible
notes                                        --             --          1,346              --              --           1,346

Issuance of stock for
consultants and
acquisition settlement                  372,500             65             --              --              --              65

Induced conversion                           --            838                                                            838

Conversion of notes
payable and accrued
interest                              6,369,467          1,428             --              --              --           1,428

Net loss                                     --             --             --              --          (7,742)         (7,742)
                                    -----------    -----------    -----------     -----------     -----------     -----------
BALANCES, MARCH 31, 2003            $27,401,464    $     2,599    $     4,589     $    (4,348)    $   (16,707)    $   (13,867)
                                    ===========    ===========    ===========     ===========     ===========     ===========
</Table>




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


                                      F-4



<PAGE>


                        ACTIVE LINK COMMUNICATIONS, INC.
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                       YEARS ENDED MARCH 31, 2003 AND 2002
                            (IN THOUSANDS OF DOLLARS)

<Table>
<Caption>
                                                                      2003        2002
                                                                    -------     -------
<S>                                                                 <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss from continuing operations                               $(7,742)    $(5,645)
  Adjustments to reconcile to net cash used in
   operating activities, net of effect of acquisitions:
     Depreciation and amortization                                      123         129
     Amortization of debt discount and debt issuance costs            2,159       1,636
     Provision for losses on accounts                                   151         365
     Common Stock and or Warrants issued for services                    65         192
     Induced Debt Conversion Expense                                    838          --
     Changes in operating assets and liabilities:
           Trade accounts receivable                                  1,121       1,512
           Inventories                                                  359          65
           Prepaid expenses                                              --        (127)
           Deposits and other assets                                    675         558
           Checks issued in excess of funds on deposit                 (169)       (720)
           Trade accounts payable                                       135         599
           Accrued expenses, deposits and other liabilities             194      (1,252)
                                                                    -------     -------
     Net cash used in continuing operating activities                (2,091)     (2,688)
                                                                    -------     -------

  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                          (2,091)       (841)
                                                                    -------     -------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                                                  --         (39)
   Pre acquisition advances to parent                                    --        (189)
   Advances to officer                                                   --          --
                                                                    -------     -------
     Net cash used in investing activities                               --        (228)
                                                                    -------     -------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Net borrowings (repayment) under line-of-credit agreement           (175)        199
   Payments of notes payable                                           (356)     (1,387)
   Repayment of capital lease obligations                               (34)        (14)
   Issuance of convertible debt                                       2,676       1,725
   Proceeds from long-term debt                                          --          --
   Contribution from shareholder                                         --         520
                                                                    -------     -------
     Net cash provided by financing activities                        2,111       1,043
                                                                    -------     -------
     Net increase (decrease) in cash and cash equivalents                20         (26)

CASH AND CASH EQUIVALENTS AT BEGINNING OF THE YEAR                        0          26
                                                                    -------     -------
CASH AND CASH EQUIVALENTS AT END OF THE YEAR                        $    20     $     0
                                                                    =======     =======
</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, 2003 AND 2002
                            (IN THOUSANDS OF DOLLARS)


<Table>
<Caption>
                                                             2003       2002
                                                            -------    -------
<S>                                                         <C>        <C>
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
   Interest paid                                            $   565    $   211

NON-CASH FINANCING ACTIVITIES:
   Issuance of stock options and warrants to outside
    consultants                                                  65        278
   Conversion of notes payable and accrued interest
    to common stock                                           1,428        268
   Issuance of common stock in reverse acquisition               --     (4,348)
   Discounts and warrants related to convertible notes        1,346      2,965
</Table>


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

                                      F-6



<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. As a result of a change in
     control, (see Note 2), for financial reporting purposes the acquisition of
     Mobility by Active Link has been treated as a reverse acquisition.
     Accordingly, the historical financial statements prior to the merger are
     the financial statements of Mobility. 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.

     REVENUE RECOGNITION

     Equipment Sales

     Revenue from the sale of equipment is recognized as products are shipped
     and title has passed to the customer. Revenue for fiscal year ended March
     31, 2003 includes shipping and handling fees of $30,000 compared to $42,000
     for fiscal year ended March 31, 2002. Shipping and handling costs included
     in costs of direct equipment were $139,000 for fiscal year ended March 31,
     2003 compared to $193,000 for the prior fiscal year. Generally, products we
     sell have no right of return and are warranted by the original equipment
     manufacturer. Accordingly, the Company has not provided for a warranty
     accrual. 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.




                                      F-7



<PAGE>


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


(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


     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.

     INVENTORY

     Inventory is carried at the lower of actual cost or estimated market value,
     cost being determined by the first-in/first-out method, and includes new,
     used and replacement items, substantially all of which are finished goods.

     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
     30,367,000 and 10,440,000 shares of common stock as of March 31, 2003 and
     March 31, 2002, respectively. All potential dilutive securities are
     antidilutive as a result of the Company's net loss for the years ended
     March 31, 2003 and March 31, 2002. Accordingly, basic and diluted EPS are
     the same for each year.



                                      F-8



<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.

     STOCK OPTIONS

     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 2003 and
     2002, consistent with the provisions of SFAS 123, the Company's net loss
     and net loss per share applicable to common stock for 2003 and 2002 would
     have been the pro forma amounts indicated below:

<Table>
<Caption>
(In thousands, except for share
information)                                    2003        2002
-----------------------------------------    ---------     -------
<S>                                          <C>           <C>
Net loss applicable to common stock -
   as reported                               $  (7,742)    $(7,992)
Add: Stock based compensation
included in reported Net income
(loss)                                              --          --
Deduct: Stock based compensation
under SFAS 123                                    (201)        (29)
                                             ---------     -------
Net loss applicable to common stock -
   pro forma                                 $  (7,943)    $(8,021)
                                             =========     =======
Loss per common share -
     as reported                             $    (.34)    $  (.56)
Loss per common share - stock based
compensation under SFAS 123                       (.01)         --
                                             ---------     -------
Loss per common share -
     pro forma                               $    (.35)    $  (.56)
                                             =========     =======
</Table>

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>
                                            2003              2002
                                       -------------    ---------------
<S>                                          <C>              <C>
          Risk-fee interest                  3%               4-5%
          Expected life                      5 years            5 years
          Expected volatility          126-127%           114-125%
          Expected dividend                 $0                 $0
</Table>



                                      F-9



<PAGE>



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


(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     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 payable had a balance of $7,732,000 at March 31, 2003 with
     interest rates from 0% to 26%. 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, 2003 or 2002,
     respectively.

     NEW ACCOUNTING PRONOUNCEMENTS

     In July 2002, the FASB issued Statements of Financial Accounting Standards
     No. 146, "Accounting for Costs Associated with Exit or Disposal Activities"
     (SFAS 146). SFAS 146 requires companies to recognize costs associated with
     exit or disposal activities when they are incurred rather than at the date
     of a commitment to an exit or disposal plan. Examples of costs cover by
     SFAS 146 include lease termination costs and certain employee severance
     costs that are associated with a restructuring, discontinued operation,
     plant closing, or other exit or disposal activity. SFAS 146 is to be
     applied prospectively to exit or disposal activities initiated after
     December 31, 2002. The adoption of SFAS 146 is not expected to have a
     material effect on the Company's financial position or results of its
     operations.

     In August 2002, the FASB issued Statements of Financial Accounting
     Standards No. 147, "Acquisitions of Certain Financial Institutions" (SFAS
     147). SFAS 147 requires financial institutions to follow the guidance in
     SFAS 141 and SFAS 142 for business combinations and goodwill and intangible
     assets, as opposed to the previously applied accounting literature. This
     statement also amends SFAS 144 to include in its scope long-term customer
     relationship intangible assets of financial institutions. The provisions of
     SFAS 147 do not apply to the Company.

     In December 2002, the FASB issued Statements of Financial Accounting
     Standards No.148, "Accounting for Stock-Based compensation - Transition and
     Disclosure - an amendment of FASB Statement 123" (SFAS 123). For entities
     that change their accounting for stock-based compensation from the
     intrinsic method to the fair value method under SFAS 123, the fair value
     method is to be applied prospectively to those awards granted after the
     beginning of the period of adoption (the prospective method). The amendment
     permits two additional transition methods for adoption of the fair value
     method. In addition to the prospective method, the entity can choose to
     either (i) restate all periods presented (retroactive restatement method)
     or (ii) recognize compensation cost from the beginning of the fiscal year
     of adoption as if the fair value method had been used to account for



                                      F-10



<PAGE>



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



(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     awards (modified prospective method). For fiscal years beginning December
     15, 2003, the prospective method will no longer be allowed. The Company
     currently accounts for its stock-based compensation using the intrinsic
     value method as proscribed by Accounting Principles Board Opinion

     No. 25, "Accounting for Stock Issued to Employees" and plans on continuing
     using this method to account for stock options, therefore, it does not
     intend to adopt the transition requirements as specified in SFAS 148. The
     Company has adopted the new SFAS 148 disclosure requirements of SFAS 148 in
     these financial statements.

     SFAS No. 149, Amendment of Statement 133 on Derivative Instruments and
     Hedging Activities, was issued in April 2003 and amends and clarifies
     accounting for derivative instruments, including certain derivative
     instruments embedded in other contracts, and for hedging activities under
     SFAS No. 133. SFAS No. 149 is effective for contracts entered into or
     modified after June 30, 2003, and for hedging relationships designated
     after June 30, 2003. Management does not believe that the adoption of SFAS
     No. 149 will have a material impact on its financial position or results of
     operations.

     SFAS No. 150, Accounting for Certain Financial Instruments with
     Characteristics of Both Liabilities and Equity, was issued in May 2003 and
     requires issuers to classify as liabilities (or assets in some
     circumstances) three classes of freestanding financial instruments that
     embody obligations for the issuer. SFAS No. 150 is effective for financial
     instruments entered into or modified after May 31, 2003 and is otherwise
     effective at the beginning of the first interim period beginning after June
     15, 2003. Management believes the adoption of SFAS No. 150 will have no
     immediate impact on its financial position or results of operations.

     The FASB issued Interpretation ("FIN") No. 45, Guarantor's Accounting and
     Disclosure Requirements for Guarantees, Including Indirect Guarantees of
     Indebtedness of Others, in November 2002 and FIN No. 46, Consolidation of
     Variable Interest Entities, in January 2003. FIN No. 45 is applicable on a
     prospective basis for initial recognition and measurement provisions to
     guarantees issued after December 2002; however, disclosure requirements are
     effective immediately. FIN No. 45 requires a guarantor to recognize, at the
     inception of a guarantee, a liability for the fair value of the obligations
     undertaken in issuing the guarantee and expands the required disclosures to
     be made by the guarantor about its obligation under certain guarantees that
     it has issued. The adoption of FIN No. 45 did not have a material impact on
     the Company's financial position or results of operations. FIN No. 46
     requires that a company that controls another entity through interest other
     than voting interest should consolidate such controlled entity in all cases
     for interim periods beginning after June 15, 2003. Management does not
     believe the adoption of FIN No. 46 will have a material impact on its
     financial position or results of operations.

(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,


                                      F-11



<PAGE>


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


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

     2002. At March 31, 2003 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.

     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. 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, 2003. 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) for the year ended March
     31, 2002.


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

     The Company's financial statements for the year ended March 31, 2003 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 $4,475,000 for the
     fiscal year ended March 31, 2003 and has a working capital deficit and
     stockholders' deficit of $10,567,000 and $13,867,000, respectively as of
     March 31, 2003. The Company is not generating sufficient cash flow from
     operations to fund operations or to repay obligations as they become due.




                                      F-12



<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, 2003. The Company was unable to satisfy a large
     portion of its payroll obligations, with $300,000 in accrued and unpaid
     wages as of March 31, 2003. Additionally, the Company is currently in
     default under the payment terms on many of its other notes payable and
     several note holders and vendors have instituted legal action for
     collection. 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. The Company reached an agreement with the vendor to
     restructure amounts owed the vendor into a promissory note. The President
     and CEO and major shareholder of the Company have personally guaranteed
     payment of the obligation.

     To address its cash flow concerns, the Company sold a series of convertible
     notes during fiscal 2003. The proceeds from these notes were used to fund
     operations of the Company. The notes consisted of the following:

          o    $500,000 Due in December, 2002, unsecured, convertible

          o    $225,000 Advances provided by two stockholders to allow the
               Company to purchase product for resale. These advances were
               converted into three Convertible Promissory Notes. One note in
               the amount of $75,000 was converted into Company stock. The
               remaining two notes are due May 2003.

          o    $77,000 Advance provided by a stockholder to allow the Company to
               purchase product for resale. This advance was converted into a
               Convertible Promissory Note in March 2003 for the then
               outstanding balance of $57,000. This note is due March 2004.

          o    $250,000 Due in November 2002, secured by a second mortgage on
               the Company President's personal residence. The Company President
               prior to March 31, 2003 paid this note in full and a new note due
               the President is now in place.

          o    $1,936,000 Funds provided by an investor to allow the Company to
               purchase product for resale and other working capital needs. This
               Convertible Promissory Note is due in November 2005. The investor
               agreed to provide a total of between $2,000,000 and $3,000,000 to
               the Company, subject to arrangements by the Company with its
               creditors satisfactory to the investor. The investor became a
               director of the Company in November 2002.

     The Company has implemented a survival plan consisting of three key
     elements: (1) reduction of expenses (2) creditor arrangements, and (3)
     additional financing. Based on the Company's belief in the potential market
     for its products and services, the Company believes that if all three
     elements are implemented successfully, that the Company can survive and has
     the potential to grow and operate profitably. The Company has implemented
     the first part of its strategy by reducing its number of employees from 81
     at March 31, 2002 to 28 at March 31, 2003. The Company has also made across
     the board cuts in employee compensation. During the past several months,
     the Company has been negotiating creditor discounts, extended payment terms
     and debt to equity conversions. Although many creditors have agreed to
     discounts, discussions are continuing with several large creditors and
     remain unsettled.


                                      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 third part of the Company's strategy is to obtain additional financing.
     Subsequent to March 31, 2003, Integrated Mobile Solutions, LLC ("IMS"), a
     recently formed entity, loaned the Company $300,000 in bridge financing.
     The loan is secured by substantially all of the Company's assets. IMS has
     also informed the Company that if arrangements are made with the Company's
     creditors satisfactory to IMS and there are no material adverse changes to
     the Company's operations, IMS will attempt to raise additional financing to
     enable IMS to invest in the Company's securities. It is the intention of
     both the Company and IMS that IMS invest up to $2.0 million in the Company
     through the purchase of the Company's common stock based upon a 50%
     discount on the then current market price, with a floor of $.04 per share.
     Much of this investment may come in the form of a note that would
     automatically convert into common stock upon approval of the Company's
     shareholders of an increase in the authorized shares of the Company's
     stock. IMS does not have substantial funds and may not be able to fund the
     intended purchase.

     If the Company does not receive substantial creditor concessions and
     additional funding, the Company is unlikely to be able to continue
     operations. Accordingly, there is a substantial doubt about its ability to
     continue as a going concern. 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.




(4)  PROPERTY AND EQUIPMENT

     Property and equipment consists of the following at March 31, 2003:


<Table>
<Caption>
                                                       Estimated
(In Thousands)                                        useful life
--------------                                        -----------
<S>                                                         <C>       <C>
Furniture, fixtures and equipment                           3-7       $ 448
Software                                                      5          57
Leasehold improvements and other                              5          97
                                                                      -----
                                                                        602
  Less accumulated depreciation and amortization                       (581)
                                                                      -----
   Property and equipment, net                                        $  21
                                                                      =====
</Table>

Depreciation expense for the years ended March 31, 2003 and 2002 was $123,000
and $129,000 respectively.




                                      F-14



<PAGE>



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


(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. This line of credit was
     paid in full and terminated during the fiscal year ended March 31, 2003.

     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 2003 but was automatically renewed for an additional six-month period.
     The President of the Company and his spouse personally guarantees this
     note. At March 31, 2003, the Company had outstanding borrowings of
     $123,000. The carrying amount of the receivable pledged is $376,000 at
     March 31, 2003.

     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 an aggregate of 15,000 warrants exercisable at $.80
     until August 2007 for each month the personal guarantees are in place. At
     March 31, 2003, 120,000 warrants have been issued. An expense is recorded
     each month for the fair value of warrants granted each month. The fair
     value of the warrants were estimated on the dates of grant using the
     Black-Scholes pricing model with the following assumptions: common stock
     based on quoted market price of $.92 to $1.25, zero dividends, expected
     volatility of 126% to 134%, risk free interest rate of approximately 4.5%
     and an expected life of 5 years. The line of credit was fully utilized at
     March 31, 2003.



                                      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, 2003:

     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 (The discount on these notes has been
          fully amortized) The terms of the convertible notes are as follows: $ 1,363,000
</Table>

          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. In October 2002 note holders were given the option of
          converting their notes at a reduced conversion rate of $.25 per share
          or extending the due date to March 31, 2004 for which they would
          receive a reduced conversion rate of $.60 per share. This resulted in
          $938,000 of the notes being converted into stock. As a result, the
          Company recorded an induced conversion expense of $706,000. At March
          31, 2003 a total of $1,212,000 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. These Notes were
          amended and restated in November 2002. The revised Notes carry an
          interest rate of 8% per annum. The maturity date of the Notes is
          September 2003 and carry a conversion feature enabling the note holder
          to convert principal and accrued interest into Company stock at a
          conversion rate of $.25 per share. 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. These Notes were
          also amended and revised in November 2002 under the same terms and
          conditions as stated above.


                                      F-16



<PAGE>



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


(6)  NOTES PAYABLE (CONTINUED)

          On all of the outstanding convertible debentures above, the Company
          recorded a discount of approximately $400,000 related to the
          beneficial conversion feature. During fiscal 2002 the per share
          conversion price was reset from $.80 to $.25 which resulted in an
          additional beneficial conversion feature related discount of
          $1,900,000 being recorded. The discounts have been fully amortized as
          of March 31, 2003.

          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 has
          been fully amortized at March 31, 2002. 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.





                                      F-17



<PAGE>




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


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

<Table>
<S>                                                                               <C>
          Convertible note payable (The discount on these notes has been fully
          amortized). The terms of the convertible note is as follows:            25,000
</Table>

          During fiscal 2002 the Company sold $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. In
          October 2002 note holders were offered a reduced conversion rate of
          $.25 per share. A total of $100,000 was converted into stock prior to
          March 31, 2003. As a result, the Company recorded an induced
          conversion expense of $72,000.The Company recorded a discount of
          $66,000 for the beneficial conversion feature, which has been
          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 has
          been 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.




                                      F-18



<PAGE>



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


(6)  NOTES PAYABLE (CONTINUED)

<Table>
<S>                                                                               <C>
          Convertible notes payable (The discount on these notes has been fully
          amortized). The terms of the convertible notes are as follows:          163,000
</Table>

          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 has been fully
          amortized. At March 31, 2003, $37,000 of the notes has been converted
          at a reduced conversion rate of $.25 per share. As a result, the
          Company recorded an induced conversion expense of $25,000.

<Table>
<S>                                                                               <C>
          Convertible loan payable (The discount on these notes has been fully
          amortized). The terms of the convertible notes are as follows:          165,000
</Table>

          In December 2001, the Company closed on a series of loans totaling
          $500,000 collateralized by a second interest in telecom accounts
          receivable and certain other assets. The loans matured on April 27,
          2002 and is payable with interest at 12% per annum. The loans were not
          completely repaid or converted on the due date. A total of $309,000 in
          payments has been made on the notes as of March 31, 2003. The original
          notes were 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
          per share. The estimated fair value of the warrants is treated as a
          discount on the debt and was amortized over the term of the loans. In
          November 2002 the notes were amended to reduce the conversion rate to
          $.25 and to extend the due date to May 2003. Prior to March 31, 2003
          one note in the amount of $26,000 was converted into stock. As a
          result, the Company recorded an induced conversion expense of $17,000.

          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.



                                      F-19


<PAGE>




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

(6)  NOTES PAYABLE (CONTINUED)

<Table>
<S>                                                                               <C>
          Convertible notes payable (The discount on these notes has been fully
          amortized). The terms of the convertible notes are as follows:          150,000
</Table>

          In May 2002, the Company received proceeds of $225,000 from the sale
          of unsecured notes and warrants to two existing investors. The Notes
          bear interest at 8% per annum and are convertible into Common Stock at
          $.25 per share and are due May 23, 2003. The Company did not repay the
          notes on their due date. The warrants are exercisable into 112,500
          shares of Common Stock at $.25 per share until May 22, 2007. 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 has been
          amortized over the term of the notes. At March 31, 2003, $75,000 of
          the notes has been converted. As a result, the Company recorded an
          induced conversion expense of $18,000.

<Table>
<S>                                                                                <C>
          Convertible loan payable (The discount on these notes has been fully
          amortized). The terms of the convertible notes are as follows:           57,000
</Table>

          In June 2002 the Company received an advance from an existing investor
          for $77,000 in order to purchase product for resale. The Company
          converted the unpaid portion of this advance into a promissory note in
          the amount of $57,000 providing for interest at 8% per annum payable
          upon maturity on March 28, 2004, and convertible into common stock at
          the holder's option at $.25 per share. Additionally, the Company
          issued warrants to purchase up to 28,500 shares of the Company's
          common stock at $.25 per share exercisable through March 27, 2008. The
          fair value of the conversion feature of the notes and the fair value
          of the warrants were inconsequential in amount.




                                      F-20



<PAGE>




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

(6)  NOTES PAYABLE (CONTINUED)

<Table>
<S>                                                                               <C>
          Convertible loan payable (The discount on these notes has been fully
          amortized). The terms of the convertible note is as follows:            500,000
</Table>

          In February 2002, the Company closed on a $500,000 unsecured loan. The
          loan matured on June 21, 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. The Company
          recorded a discount of $203,000 for the beneficial conversion feature,
          which has been amortized to interest over the term of the note. 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. The maturity date of the note was extended to September 2002 in
          exchange for a reduced conversion rate of $.25 per share for both the
          note and warrants. The loan was not repaid or converted on the revised
          due date. The lender became a director of the Company in November
          2002.

<Table>
<S>                                                                               <C>
          Convertible loan payable (The discount on these notes has been fully
          amortized). The terms of the convertible note is as follows:            500,000
</Table>

          In June 2002 the Company closed on a $500,000 unsecured loan that
          matured on December 27, 2002 and is payable with interest at the
          lender's borrowing rate with the lender's lending source. The loan was
          not repaid or converted on the due date. Interest and principal are
          convertible at the option of the lender into the Company's common
          stock at $.25 per share. Warrants were issued to purchase up to
          250,000 shares of the Company's common stock at $.25 per share. The
          estimated fair value of the warrants is treated as a discount on the
          debt and has been amortized over the term of the loan. The fair value
          of these warrants was 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 126%; risk free interest rate of approximately
          5.0%; and an expected life of five years. The lender became a director
          of the Company in November 2002.




                                      F-21



<PAGE>



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


(6)  NOTES PAYABLE (CONTINUED)

<Table>
<S>                                                                           <C>
          Convertible loan payable ($1,936,000 less unamortized discount of
          $800,000). The terms of the convertible note is as follows:         1,136,000
</Table>

          In September 2002 an existing investor agreed to provide up to
          $3,000,000 in a series of advances. The note is unsecured, matures on
          November 12, 2005 and carries an interest rate of 5% per annum. These
          advances are contingent upon certain creditors of the Company agreeing
          to restructure, extending and/or converting to equity their
          obligations. This Promissory Note is convertible into Company stock at
          an exercise price of $.25 per share. Additionally, the Company issued
          to the investor 3,000,000 warrants exercisable through November 12,
          2006 at an exercise price of $.25 per share. As of March 31, 2003 the
          Company received advances against this Promissory Note in the amount
          of $1,936,000 to fund purchases of product for resale as well as for
          other working capital needs. The Company recorded a discount of
          $967,000 related to a beneficial conversion and associated warrants.
          The discount is being amortized over the life of the note. The
          investor became a director of the Company in November 2002.

<Table>
<S>                                                                           <C>
          Supplier notes payable                                              1,938,000
</Table>

          In April 2002, the Company negotiated a restructuring of existing
          amounts payable to its major supplier into a promissory note in the
          amount of $2,611,871. Original terms included a payment of $500,000 in
          June 2002, with monthly payments of $100,000 for twelve (12) months,
          with a balloon payment of $500,000 due in December 2002 and a final
          balloon payment due in June 2003. Interest will accrue at 6.0% per
          annum and will be paid with the final balloon payment. The President
          of the Company and his spouse personally guarantees this note. In
          September 2002 the supplier agreed with the Company's request to
          modify the payment terms on the note. The new agreement is comprised
          of a monthly payment of $5,000 and additional payments based on
          purchasing incentives. Additionally, the maturation date of the note
          was extended an additional fifteen months to September 9, 2004. The
          purchasing incentive entails the Company paying Fujitsu an additional
          5% of all purchases toward the payment of this note. The outstanding
          balance as of March 31, 2003 was $1,935,000.

          The Company also converted payables due to another supplier into a
          note. The original amount of the note was $31,000 with an interest
          rate of 18% per annum. The outstanding balance as of March 31, 2003
          was $3,000.




                                      F-22



<PAGE>



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


(6)  NOTES PAYABLE (CONTINUED)

<Table>
<S>                                                                           <C>
Supplier note payable entered into by Active Link prior to its merger with
Mobility:                                                                     688,000
</Table>

     In July 2001, in conjunction with the termination of its 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, 2003 the Company was in default on
     the payments due on the note. The note holder obtained a judgment in its
     favor and is seeking collection. The Company is negotiating a settlement.

<Table>
<S>                                                                           <C>
Notes payable to sellers of companies acquired by Active Link prior to its
merger with Mobility:                                                         173,000

Notes payable to officer                                                      551,000
</Table>

     In September 2001, prior to the merger between Active Link and Mobility,
     the Company's President made a loan to Mobility of $400,000 bearing
     interest at 6% per annum. The loan is due September 30, 2003 and has a
     balance as of March 31, 2003 of $301,000.

     In August 2002 the Company received net proceeds of $250,000 from a
     Promissory Note with an accredited investor secured by the personal
     residence of the Company's President. Additionally, the Company issued
     300,000 shares of stock to the note holder as compensation for services
     rendered. This Note was due October 14, 2002 with a one-time option to
     extend 30 days. The Company elected to exercise this extension, however
     defaulted on the payment. To cure the default on this note, the Company's
     President elected to pay-off the principal and accrued interest in March
     2003. The Company will repay the President for this advance of funds.


<Table>
<S>                                                                           <C>
         Total notes payable                                                   7,409,000
         Less current maturities                                              (4,073,000)
                                                                              ----------
         Notes payable less current maturities                                $3,336,000
                                                                              ==========
</Table>

The scheduled maturity of notes payable by fiscal year, exclusive of the
discount, are, $4,073,000 in 2004, $1,549,000 in 2005 and $1,787,000 in 2006.


                                      F-23



<PAGE>



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


(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, 2003 and 2002
     was $424,000 and $352,000, respectively.

     The future minimum payments required under these Agreements at March 31,
     2003 are as follows:

<Table>
<Caption>
                       (In Thousands)
                       --------------
<S>                                             <C>
                                2004             $   385
                                2005                 189
                                                 -------
                                                 $   574
                                                 =======
</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, 2003 are as follows:

<Table>
<Caption>
                                                       Minimum Lease
                       (In Thousands)                     Payments
                       --------------                  -------------
<S>                                                    <C>
                               2004                       $      155
                               2005                              153
                               2006                              147
                               2007                               79
                               2008                                -
                               Thereafter                          -
                                                          ----------
                                                          $      534
</Table>

     Aggregate rental expense, net of sublease rental income of $60,000 and
     $69,000, under operating leases was $376,000 and $397,000 for the years
     ended March 31, 2003 and 2002, respectively. There is no sublease rental
     income in future years.



                                      F-24



<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. Several note holders and vendors
     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, 2003.

     COMMON STOCK PURCHASE WARRANTS AND ACQUISITION OPTIONS

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

<Table>
<Caption>
                                                      Number      Weighted 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                                    1,130,000         .58
           Expired                                    (135,000)       1.30
           Exercised                                        --          --
                                                     =========
        Outstanding, March 31, 2002                  3,522,361       $1.38
                                                     =========

           Issued                                    3,686,000         .25
           Expired                                    (345,000)       1.33
           Exercised                                        --          --
                                                     ---------
        Outstanding, March 31, 2003                  6,863,361       $0.78
                                                     =========
</Table>




                                      F-25



<PAGE>

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


(8)  SHAREHOLDERS' EQUITY AND RELATED PARTY TRANSACTIONS (CONTINUED)

     COMMON STOCK PURCHASE WARRANTS AND ACQUISITION OPTIONS (CONTINUED)

     Warrants and acquisition options outstanding at March 31, 2003 will expire
     as follows:


<Table>
<Caption>
                              Weighted
                               Average
                 Number       Exercise
Fiscal Years    of Shares      Price
------------    ---------     --------
<S>             <C>           <C>
      2004      1,405,530      $2.35
      2005        763,760        .75
      2006         28,071       1.50
      2007        860,000        .54
      2008      3,806,000        .25
</Table>

     See Notes 6 and 10 for warrants issued.


     OTHER RELATED PARTY TRANSACTIONS

     The Company has used the services of an investment banker ("BMCG"), as a
     placement agent for offerings in 2003 of Common Stock and debt. During
     2003, BMCG sold an aggregate of $325,000 in equity and debt securities on
     behalf of the Company. Additionally, BMCG assisted the Company with the
     solicitation of convertible note holders to convert their notes into stock.
     The Company paid BMCG an aggregate of $57,000 in commissions. A principal
     of BMCG participated as an investor in these offerings and is a principal
     shareholder 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, 2003, the
     Company had 1,406,569 options outstanding to purchase common stock at
     prices ranging from $.25 to $4.00 per share, with expirations occurring
     through November of 2007. All options under the 1998 Plan were issued at or
     above the quoted market value on the date of grant.

     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


                                      F-26



<PAGE>



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


(9)  BENEFIT PLANS (CONTINUED)

     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, 2003, the Company had no options
     outstanding to purchase common stock under the 1999 Plan.

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

<Table>
<Caption>
(In thousands, except for             Number          Aggregate     Weighted Average
share information)                   of Shares      Exercise Price   Exercise Price
------------------------------      -----------     --------------  ----------------
<S>                                 <C>             <C>             <C>
Balance, April 1, 2001                        0       $         0       $   0
Options assumed on
recapitalization                        999,260         1,397,616       $1.40
Granted                                 491,101           470,112       $0.96
Expired                                (520,904)         (682,462)      $1.31
                                      ---------       -----------
Balances, March 31, 2002                969,457       $ 1,185,266       $1.22
                                      =========       ===========

Granted                               1,207,750           476,938       $0.39
Expired                                (770,638)         (695,774)      $0.90
                                      ---------       -----------
Balances, March 31, 2003              1,406,569       $   966,430       $0.69
                                      =========       ===========
</Table>


     The weighted average exercise price of options granted during fiscal 2003
     was $0.39 per share. All options were granted at or above quoted market
     values for periods presented. The weighted fair value of the options
     granted were $.34 for the year ended March 31, 2003.

     Options outstanding at March 31, 2003 will expire as follows:

<Table>
<Caption>
                           Weighted
                            Average
                 Number     Exercise
Fiscal Years   of Shares     Price
------------   ---------   --------
<S>            <C>         <C>
      2004      113,000      $1.34
      2005       63,500      $2.02
      2006      127,500      $0.96
      2007      394,819      $0.98
      2008      707,750      $0.25
</Table>




                                      F-27
<PAGE>



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



(9)  BENEFIT PLANS (CONTINUED)


     The following table summarizes the stock options outstanding granted under
     the Company's stock option plans at March 31, 2003:

<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>
          $ 0.25 - 0.39            707,750      $0.25              0       $ N/A
            0.40 - 1.00            181,000       0.65        178,166        0.65
            1.01 - 1.30            326,819       1.04        162,278        0.54
            1.31 - 1.50            140,000       1.50        139,666        1.50
            1.51 - 4.00             51,000       2.42         51,000        2.42
                                 ---------                   -------
          $ 0.25 - 4.00          1,406,569      $ .69        531,110       $1.01
                                 =========                   =======
</Table>



     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 2003 and Active Link made
     no contributions prior to its merger with Mobility Concepts. Active Link
     has terminated this plan.

     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 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 $13,000 and
     $17,000 for the years ended March 31, 2003 and 2002, 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. As of March 31, 2003 the fair value of the
     warrants has been fully amortized. The contract with both of these firms
     was terminated during fiscal year 2003. Under an agreement with both firms,
     monthly payments required under the contracts were waived and payment was
     limited to reimbursement of out-of-pocket expenses.

     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


                                      F-28



<PAGE>


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


(10) CONSULTING AGREEMENTS (CONTINUED)

     whereby the Company paid $200,000 to the former stockholder and entered
     into a Consulting Agreement with such stockholder that provides for sixty
     monthly payments of $12,223 through June 30, 2005. Due to a change in the
     relationship during the fourth quarter of fiscal 2002, management has
     determined that it will no longer use the services of the consultant,
     therefore resulting in no future benefit to the ongoing monthly payments of
     $12,223. 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. The
     discount on the future payment stream to the consultant will be amortized
     over the remaining term of the payment stream. The Company utilized a
     discount rate of 18%, which management of the Company believes was its
     effective borrowing rate at the time.

     In October 2002 a letter agreement was executed between the Company and a
     consultant. The consultant was engaged to provide strategic services that
     includes the introduction of the Company to appropriate fund managers with
     the intent of raising investment capital, to finalize the negotiation of
     certain payables of the Company, introduce the Company to potential new
     customers, to increase the awareness of the Company within the financial
     community and other related services. As compensation for his services, the
     consultant was to receive a $5,000 retainer, monthly payments of $3,000 and
     up to 1,000,000 shares of the Company stock based upon performance. The
     Company issued 650,000 shares of Company stock as partial compensation to
     the consultant. However, in December 2002 the Company determined that the
     services as contracted had not been fully satisfied and under a mutual
     agreement with the consultant cancelled the 650,000 shares.

     In November 2002 the Company engaged the services of a new investor and
     public relations firm. The terms of the Service Agreement stipulate a
     monthly retainer of $10,000 over a term of twelve months, with a right to
     terminate after 90 days.

(11) INCOME TAXES

     The Company's Deferred Tax assets consist of the following as of March 31,
     2003:


<Table>
<S>                                                                  <C>
Tax effect of Net Operating Loss Carryforwards                        9,577,000
Impairments of Assets and Goodwill on Assets not yet sold               298,000
Other                                                                    35,000
                                                                     ----------
                                                                      9,910,000
Valuation Allowance                                                  (9,910,000)
                                                                     ----------
Net Deferred Tax Asset                                                       --
</Table>

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

     The Company has net operating loss carryforwards (NOL's) of approximately
     $25,800,000. These NOL's are severely limited by Section 382 of the IRC of
     1986; therefore a substantial portion of these NOL's may never be available
     to the Company. The NOL carryforwards expire in varying amounts from 2005
     through 2022.



                                      F-29



<PAGE>



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


(11) INCOME TAXES (CONTINUED)

     The Company effective tax rate of zero in 2003 differs from the federal tax
     rate of 34% because of the following:

<Table>
<S>                                                 <C>
Federal Statutory Rate                              (34%)
Effect of State Taxes                                (3%)
Non-deductible Permanent Differences                  5%
Increase in Valuation Allowance                      32%
                                                    ----
Effective Tax Rate                                    0%
</Table>


(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. The
     Company's two largest customers in fiscal year 2003 comprised 23% and 14%
     of sales respectively, for a combined 37% of total sales. 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. During fiscal year ending
     March 31, 2003 the supplier agreed to convert the balance due of
     approximately $2,600,000 into a Promissory Note. The original terms of the
     note called 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. In
     September 2002 the supplier agreed with the Company's request to modify the
     payment terms on the note. The new agreement is comprised of a monthly
     payment of $5,000, a reduced interest rate of 3% and additional payments
     based on purchasing incentives. Additionally, the maturation date of the
     note was extended an additional fifteen months to September 9, 2004. The
     purchasing incentive entails the Company paying Fujitsu an additional 5% of
     all purchases toward the payment of this note. The outstanding balance as
     of March 31, 2003 was $1,935,000.



(13) DISCONTINUED OPERATIONS

     During the year ended March 31, 2002 the Company made the decision to
     discontinue its voice communication products and related technical services
     segment (the "Voice Segment"). Select assets of certain Colorado divisions
     of the Voice Segment were sold prior to March 31, 2002. On April 15, 2002
     the Company sold certain assets related to its Texas division of the Voice
     Segment to an unrelated third party for $50,000 in cash and the assumption
     of $144,000 in liabilities. The Company used the proceeds from the sale,
     less transaction costs, to pay obligations associated with the assets sold.
     As of March 31, 2003 there are no remaining assets from discontinued
     operations, except for approximately $122,000 in accounts receivable.



                                      F-30



<PAGE>



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

(14) SUBSEQUENT EVENTS


     The Company received net proceeds of $300,000 from a Promissory Note in
     July 2003 secured by a Borrower Security Agreement and Subsidiary Agreement
     by and between the Company and Integrated Mobile Solutions, LLC ("IMS"),
     dated as of June 20, 2003. The principal balance, together with accrued and
     unpaid interest, to accrue at 3%, is due and payable in aggregate on June
     19, 2005.

     Due to continued liquidity shortages, the Company terminated the majority
     of its staff subsequent to March 31, 2003. Key personnel were contracted by
     IMS as independent contractors. IMS in turn contracted with the Company to
     use these individuals to minimize the impact on the Company's customers.
     Payment for these services was provided through draws on the aforementioned
     loan. The Company will continue to contract these individuals from IMS
     until it secures additional funding. At that time the Company intends to
     rehire key personnel.




                                      F-31




<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.


                                     ACTIVE LINK COMMUNICATIONS, INC.
                                               (a Colorado Corporation)


Dated:  July 15, 2003
                                     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.



Dated: July 15, 2003                 By: /s/ William D. Kelly
                                         ---------------------------------------
                                         William D. Kelly, Vice President,
                                         Secretary, Treasurer and Chief
                                         Financial Officer



Dated: July 15, 2003                  By: /s/ James M. Ciccarelli
                                         ---------------------------------------
                                         James M. Ciccarelli,
                                         Chairman of the Board of Directors and
                                         Director


Dated: July 15, 2003                 By: /s/ Tamara  A. Ells
                                         ---------------------------------------
                                         Tamara A. Ells, Director


Dated: July 15, 2003                 By: /s/ Louis P. Panetta
                                         ---------------------------------------
                                         Louis P. Panetta, Director


Dated: July 15, 2003                 By: /s/ Timothy A. Ells
                                         ---------------------------------------
                                         Timothy A. Ells, Director


Dated: July 15, 2003                 By: /s/ Donnette L. Hall
                                         ---------------------------------------
                                         Donnette L. Hall, Director




<PAGE>



                                  CERTIFICATION

     The undersigned certifies that:

     1. I have reviewed this annual report on Form 10-KSB of Active Link
Communications, Inc. (the "Company");

     2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of circumstances under which such statements were
made, not misleading with respect to the period covered by this annual report;
and

     3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
Company as of, and for, the periods presented in this annual report.

     4. The Company's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the Company and have:

          a) designed such disclosure controls and procedures to ensure that
material information relating to the Company, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;

          b) evaluated the effectiveness of the Company's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and

          c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

     5. The Company's other certifying officers and I have disclosed, based on
our most recent evaluation, to the Company's auditors and the audit committee of
Company's board of directors (or persons performing the equivalent functions);

          a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the Company's ability to record, process,
summarize and report financial data and have identified for the Company's
auditors any material weaknesses in internal controls; and

          b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the Company's internal controls;
and





<PAGE>



                            CERTIFICATION (CONTINUED)


6. The Company's other certifying officers and I have indicated in this annual
report whether or not there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.




Date: July 15, 2003                   By: /s/ Timothy A. Ells
                                          ----------------------------
                                          Timothy A. Ells
                                          President and Chief Executive Officer




<PAGE>



                                  CERTIFICATION


     The undersigned certifies that:

     1. I have reviewed this annual report on Form 10-KSB of Active Link
Communications, Inc. (the "Company");

     2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of circumstances under which such statements were
made, not misleading with respect to the period covered by this annual report;
and

     3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
Company as of, and for, the periods presented in this annual report.

     4. The Company's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the Company and have:

          a) designed such disclosure controls and procedures to ensure that
material information relating to the Company, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;

          b) evaluated the effectiveness of the Company's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and

          c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

     5. The Company's other certifying officers and I have disclosed, based on
our most recent evaluation, to the Company's auditors and the audit committee of
Company's board of directors (or persons performing the equivalent functions);

          a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the Company's ability to record, process,
summarize and report financial data and have identified for the Company's
auditors any material weaknesses in internal controls; and

          b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the Company's internal controls;
and





<PAGE>



                            CERTIFICATION (CONTINUED)


6. The Company's other certifying officers and I have indicated in this annual
report whether or not there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.




Date: July 15, 2003                       By: /s/ William D. Kelly
                                              ---------------------------------
                                              William D. Kelly
                                              Chief Financial Officer

<PAGE>


                                 EXHIBIT INDEX

<Table>
<Caption>
      EXHIBIT
       NUMBER       DESCRIPTION
      -------       -----------
<S>                 <C>
       2.           Plan of Acquisition

          (a)       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.

          (b)       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. (3)

          (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. (2)

          (f)       Articles of Amendment to the Articles of Incorporation dated
                    November 8, 2000. (3)
</Table>




<PAGE>


<Table>
<Caption>
      EXHIBIT
       NUMBER       DESCRIPTION
      -------       -----------
<S>                 <C>
       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. (2)

          (c)       1999 Non-discretionary stock option plan. (2)

          (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. (3)

          (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. (1)

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

          (j.2)     Guaranty of Timothy Ells for Assignment of Accounts and
                    Security Agreement dated December 21, 2001 with SPECTRUM
                    Commercial Services Company. (1)

          (j.3)     Guaranty of Tamara Ells for Assignment of Accounts and
                    Security Agreement dated December 21, 2001 with SPECTRUM
                    Commercial Services Company. (1)

          (k)       Convertible Promissory Note dated November 26, 2001 between
                    Active Link Communications, Inc. and James Ciccarelli. (1)

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

          (l.2)     Guaranty of Timothy Ells and Tamara Ells for Promissory Note
                    dated May 28, 2002 between Fujitsu PC Corporation and
                    Mobility Concepts, Inc. (1)

          (m)       Employment Agreement between William D. Kelly and Mobility
                    Concepts, Inc.
</Table>





<PAGE>


<Table>
<Caption>
      EXHIBIT
       NUMBER       DESCRIPTIOM
      -------       -----------
<S>                 <C>
          (n.1)     Convertible Promissory Note dated February 21, 2002 between
                    Active Link Communications, Inc. and Donnette Hall.

          (n.2)     Warrants granted to Donnette Hall in association with the
                    Convertible Promissory Note dated February 21, 2002.

          (n.3)     Convertible Promissory Note dated June 27, 2002 between
                    Active Link Communications, Inc. and Donnette Hall.

          (n.4)     Warrants granted to Donnette Hall in association with the
                    Convertible Promissory Note dated June 27, 2002.

          (n.5)     Convertible Promissory Note dated November 12, 2002 between
                    Active Link Communications, Inc. and Donnette Hall.

          (n.6)     Warrants granted to Donnette Hall in association with the
                    Convertible Promissory Note dated November 12, 2002.

          (o.1)     Consulting agreement between Registrant and Steven Scott
                    dated October 1, 2002.

          (o.2)     Letter agreement between Registrant and Steven Scott dated
                    December 23, 2002 rescinding the issuance of stock and
                    revising the original consulting agreement.

          (p.1)     Promissory Note dated June 20, 2003 between Active Link
                    Communications, Inc. and Integrated Mobile Solutions, LLC.

          (p.2)     Borrower Security Agreement dated June 20, 2003 between
                    Active Link Communications, Inc. and Integrated Mobile
                    Solutions, LLC.

          (p.3)     Pledge Agreement dated June 20, 2003 between Active Link
                    Communications, Inc. and Integrated Mobile Solutions, LLC.

          (p.4)     Subsidiary Security Agreement dated June 20, 2003 between
                    Mobility Concepts, Inc. and Integrated Mobile Solutions,
                    LLC.

          (p.5)     Agreement dated June 20, 2003 between Active Link
                    Communications, Inc., Spectrum Commercial Services Company,
                    Renaissance US Growth & Income Trust PLC, Renaissance
                    Capital Growth & Income Fund III, Inc., Alan I. Goldberg,
                    Robert Nieder, Integrated Mobile Solutions, LLC and Mobility
                    Concepts, Inc.

          (q)       Letter of Intent dated July 14, 2003 between Active Link
                    Communications, Inc. and Integrated Mobile Solutions, LLC.

          (1)       Filed as an exhibit to the Report on Form 10-KSB as of March
                    31, 2002, incorporated herein by this reference.

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

          (3)       Filed as an exhibit to the Report on Form 10-KSB as of April
                    30, 2001, incorporated herein by this reference.

      99.1          Section 906 certifications
</Table>



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.(M)
<SEQUENCE>3
<FILENAME>d07063exv10wxmy.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT
<TEXT>
<PAGE>
                                                ACTIVE LINK COMMUNICATIONS, INC.
                                                                     FORM 10-KSB
                                                                  EXHIBIT 10 (m)

                              EMPLOYMENT AGREEMENT



This Agreement effective this 15th day of May, 2001 between Mobility Concepts,
Inc. ("Company") and William D. Kelly ("Employee").

         WITNESSETH

Whereas, the Company desires to employ Employee as an executive officer of the
Company and he is willing to accept such employment and thereafter to perform
the services hereafter described, upon the terms and conditions hereinafter set
forth.

Now, therefore, it is agreed between the Company and Employee that:

         1.       Employment. The Company hereby employs Employee as Chief
                  Financial Officer for the period beginning on the date that he
                  reports to work at the Company's office in Naperville and
                  ending on December 31, 2002. This agreement shall be extended
                  for an additional year from that date each year unless either
                  party gives the other at least 30 days written notice of
                  termination.

         2.       Duties. During the period that Employee shall be an employee
                  of the Company as Chief Financial Officer, he shall have and
                  exercise such duties, powers, and authority as may be assigned
                  to him by the Chief Executive Officer. He shall report and be
                  responsible to the Board of Directors, the Chairman of the
                  Board, and the Chief Executive Officer. Employee agrees to
                  perform the duties enumerated in this paragraph and to serve
                  as an employee from the date of the commencement of his
                  employment.

         3.       Compensation.

                  (a)      Base Salary. Employee's base salary shall initially
                           be $110,000.00 annually and shall be reviewed and
                           adjusted (upward only) from time to time by Company
                           in accordance with its salary and wage policies (the
                           "Base Salary"). In no event shall the Base Salary be
                           adjusted upward in an amount less than the current
                           year's CPI, multiplied by the Base Salary for the
                           immediately preceding year. Company shall pay
                           Employee his Base Salary in accordance with Company's
                           regular payroll practices, but not less frequently
                           than monthly.

                  (b)      Bonus. During the first year (12 months) of
                           employment, Employee shall receive a bonus of
                           $40,000.00, to be paid in four equal quarterly
                           increments. In subsequent years Employee shall
                           receive a discretionary annual bonus based upon the
                           performance of Company, to be awarded at the sole
                           discretion of the Board of Directors of the Company.
                           Employee shall also participate in any incentive or
                           bonus plans established by the Company for the
                           officers and employees thereof in accordance with the
                           terms of those plans.

                  (c)      Employee Benefits. During the Term, Employee and
                           Employee's family and dependents shall be entitled to
                           all such employment benefits as may, from time to
                           time, be made generally available to Company's senior
                           managers and their families and dependents, including
                           without limitation, retirement plans, medical health,
                           dental and other similar insurance, and vacation;
                           provided, however, that such benefits and
                           arrangements are made available to such senior
                           managers in the Company's sole discretion and are
                           subject to Employee's and Employee's family's
                           qualification for



<PAGE>

                           benefits under each such plan. Nothing in this
                           Agreement establishes any right of Employee or
                           Employee's family to the availability or continuance
                           of any such plan or arrangement, each of which may be
                           terminated, altered, amended or modified at any time
                           on a non-discriminatory basis, in Company's sole
                           discretion. In addition to those employment benefits
                           generally available to Company's executives, Company
                           shall provide, or reimburse Employee for (i)
                           long-term disability insurance equivalent to 70% of
                           Employee's annual compensation, and (ii) a car
                           allowance equal to $600 per month.

                  (d)      Waiver of Waiting Periods. The Company will waive any
                           waiting period for participation in the 401(k)
                           Savings and Retirement Plan and the health insurance
                           plan.

                  (e)      Business Related Expenses. Upon presentation of
                           vouchers and similar receipts, Employee shall be
                           entitled to receive prompt reimbursement in
                           accordance with the policies and procedures of
                           Company maintained from time to time for all
                           reasonable business expenses actually incurred in the
                           performance of his duties hereunder.

                  (f)      Vacation. Employee shall be entitled to three (3)
                           weeks paid vacation for each fiscal year (prorated
                           for any partial year) during the duration of the
                           Agreement at times selected by Employee. Earned
                           vacation will increase at a rate of one day per year
                           of service, with a maximum annual vacation allotment
                           of four (4) weeks paid vacation.

                  (g)      Additional Term Life Insurance. The Company will,
                           during the term of this Agreement, maintain at its
                           expense, term insurance upon the life of Employee in
                           the face amount of $500,000, payable to such
                           beneficiary as Employee shall designate from time to
                           time in writing to the Company and, in the absence of
                           such designation, to his estate. Such insurance shall
                           be in addition to such group term insurance as the
                           Company maintains for the benefit of salaried
                           employees generally of the rank and status of
                           Employee.

4.       Termination. Employee's employment with Company may be terminated only
         under the circumstances described in Sections 4(a) through 4(g):

                  (a) Death. Employee's employment hereunder will automatically
                  terminate upon his death.

                  (b) Disability. If Employee is Disabled for any continuous one
                  hundred eighty (180) days during any twelve (12) continuous
                  month period, Company may terminate Employee's employment with
                  Company. For purposes of the Agreement, Employee shall be
                  deemed to be "Disabled" if he has a physical or mental
                  disability that renders him incapable, after reasonable
                  accommodation, of performing his duties under this Agreement.
                  In the event of a dispute as to whether Employee is Disabled,
                  Company may refer the same to a licensed practicing physician
                  mutually agreed to by Employee and Company, and Employee
                  agrees to submit to such reasonable tests and examination as
                  such physician shall deem appropriate. The determination of
                  said licensed practicing physician shall be determinative.

                  (c) Cause. Company may terminate Employee's employment
                  hereunder at any time for Cause. For purposes of this
                  Agreement, the term "Cause" shall mean: (i) the perpetration
                  by Employee of a fraud or crime against Company, or any
                  affiliate thereof including any entity controlled by or under
                  common control with Company (collectively, the "Company"), or
                  (ii) Employee's conviction of a crime involving moral
                  turpitude.

                  (d) Termination by Company for Good Reason. Company may
                  terminate Employee's employment hereunder at any time after
                  the expiration of the first Term of the Agreement for Good
                  Reason. For purposes hereof, "Good Reason" means:



<PAGE>

                  (i)      the material failure by Employee to perform his
                           duties hereunder (other than any such failure
                           resulting from Employee's illness or incapacity) that
                           is not cured within thirty (30) days after Employee's
                           receipt of a Notice of Termination relating to such
                           failure; or

                  (ii)     insubordination, disloyalty to the Company or
                           disparagement of the Company by Employee which, in
                           any such case(s), individually or collectively,
                           materially and adversely affects the business or
                           reputation of the Company, and that is not cured
                           within thirty (30) day after Employee's receipt of a
                           Notice of Termination relating to such failure

         (e)      Termination by Employee Not for Good Reason. Employee may
                  terminate his employment hereunder at any time for any reason
                  by giving Company prior written Notice of Termination, which
                  Notice of Termination shall be effective not less than thirty
                  (30) days after it is given to Company, provided that nothing
                  in this Agreement shall require Employee to specify a reason
                  for any such termination.

         (f)      Mutual Agreement. This Agreement may be terminated at any time
                  by the mutual agreement of the parties. Any termination of
                  Employee's employment by mutual agreement of the parties must
                  be set forth in a written agreement signed by Employee and a
                  member of the Board of Directors of Company.

         (g)      Notice of Termination. Any termination of Employee's
                  employment by Company or Employee (other than a termination
                  pursuant to mutual agreement or death) must be communicated by
                  a written Notice of Termination to the other party hereto. For
                  purposes of this Agreement, a "Notice of Termination" means a
                  dated notice which indicates the specific termination
                  provision in this Agreement relied on and which sets forth in
                  reasonable detail the facts and circumstances, if any, claimed
                  to provide a basis for termination of Employee's employment
                  under the provision so indicated.

         (h)      Date of Termination. "Date of Termination" means the last day
                  Employee is employed by Company, provided that Employee's
                  employment is terminated in accordance with the foregoing
                  provisions of this Section 4.

5.       Rights Upon Termination.

         (a)      In the event of Employee's termination pursuant to Section
                  4(b), 4(c), 4(d), 4(f) or 4(g), Employee shall be entitled to
                  a lump sum payment (payable no later than fourteen (14) days
                  after the Date of Termination) for any unused vacation days
                  and any other accrued benefits to which Employee is entitled,
                  as determined in accordance with Company policy as in effect
                  from time to time. In addition, with the exception of
                  termination pursuant to Section 4(e), Employee shall be
                  entitled to continued participation and coverage in the
                  Company's benefit programs as defined in Sections 3(c) and
                  (g), including medical health, dental, short-term and
                  long-term disability and other similar insurance, for a period
                  of one (1) year.

         (b)      In the event of Employee's termination pursuant Section 4(b),
                  4(d), 4(f) or 4(g) of this Agreement, Employee shall also be
                  entitled to the following severance benefits for the period of
                  one (1) year (the "Severance Period"): (i) to receive salary
                  continuation, paid in accordance with Company's regular
                  payroll practices, but not less frequently than monthly, (ii)
                  to receive payment of a pro-rated bonus through the term of
                  the Severance Period, (iii) outplacement services equivalent
                  to one month's salary, (iv) continuation of the automobile
                  allowance then in effect, (v) continued participation in the
                  Company's 401(k) Savings and Retirement Plan, including
                  company matching, to be considered fully vested at the
                  expiration of the Severance Period.


<PAGE>

6.       Restrictive Covenant. During the term of this agreement, Employee shall
         devote his best efforts and full time to advance the interests of the
         Company and to perform his duties hereunder, and during such time
         Employee shall not directly or indirectly, alone or as a member of a
         partnership, or as an officer, director, or shareholder of a
         corporation, be engaged in or concerned with any other commercial
         duties or pursuits which are in any manner competitive with the
         Company.

7.       Confidentiality. At all times, both before and after termination of his
         employment, Employee shall keep and retain in confidence and shall not
         disclose to any persons, firm, or corporation (except with the written
         consent of the Company first obtained) any of the proprietary,
         confidential, or secret information or trade secrets of the Company.

8.       Reorganization. If the Company shall at any time be merged or
         consolidated into or with any other corporation or entity, the
         provisions of this agreement shall survive any such transaction and
         shall be binding on and inure to the benefit of the corporation
         resulting from such merger or consolidation or the corporation to which
         such assets will be transferred (and this provision shall apply in the
         event of any subsequent merger, consolidation, or transfer), and the
         Company, upon the occasion of any of the above-described transactions,
         shall include in the appropriate agreements the obligation that the
         payments herein agreed to be paid to or for the benefit of Employee,
         his beneficiaries or estate, shall be paid, and that the provisions of
         this paragraph be performed. In the event that Employee terminates this
         Agreement pursuant to Section 4(e) within two (2) years of a 40% or
         more change in control of the Company, Employee shall be entitled to
         receive severance benefits as set forth in Section 5(a) and (b). For
         purposes of this Agreement, a "Change in Control" shall not include any
         acquisition of any part of the Company by Active Link.

9.       Indemnification. The Company shall indemnify Employee if Employee was
         or is a party or is threatened to be made a party to any threatened,
         pending or completed action, suit or proceeding (including an action by
         the Company), whether civil, criminal, administrative, or
         investigative, and whether formal or informal, by reason of (or, in the
         case of an action by the Company, to procure a judgment in the
         Company's favor by reason of) the fact that Employee is or was a
         director, officer, employee, executive or agent of the Company, or, is
         or was serving at the request of the Company as a director, officer,
         partner, trustee, executive, employee or agent of another foreign or
         domestic corporation, partnership, joint venture, trust or other
         enterprise, whether for profit or not-for-profit, against expenses,
         including attorneys' fees, judgments, penalties, fines (criminal or
         civil) and amounts paid in settlement actually and reasonably incurred
         by Employee in connection with such action, suit or proceeding, to the
         fullest extent and in the manner permitted by Illinois law, regardless
         of any indemnification or similar provision in the By-laws or Articles
         of Incorporation of the Company. Expenses incurred by Employee in
         defending any threatened or pending action, suit or proceeding shall be
         paid by the Company in advance of the final disposition of any such
         action, suit or proceeding, upon receipt of an undertaking by or on
         behalf of Employee to repay such amount, in the event it is ultimately
         determined that Employee is not entitled to be indemnified by the
         Company in accordance with this Agreement.

10.      Arbitration. In the event of any difference of opinion or dispute
         between Employee and the Company with respect to the construction or
         interpretation of this agreement or the alleged breach thereof which
         cannot be settled amicably by agreement of the parties, then such
         dispute shall be submitted to and determined by arbitration by a single
         arbitrator in Naperville, Illinois, in accordance with the rules, then
         obtaining, of the AMERICAN ARBITRATION ASSOCIATION, and judgment upon
         the award rendered shall be final, binding, and conclusive upon the
         parties and may be entered in the highest court, state or federal,
         having jurisdiction.

11.      Severability. In the event that any provisions of this Agreement are
         found or held to be invalid or unenforceable, the remaining provisions
         of the Agreement shall nevertheless continue to be valid and
         enforceable as though the invalid and unenforceable parts had not been
         included herein and such determination shall not bar or affect the
         Company's or Employee's right to obtain relief based on the remaining
         provisions of this Agreement. Each provision of this Agreement, for
         this purpose, is severable and independent of every other provision.


<PAGE>

12.      Applicable Law. This Agreement shall be governed by, and construed and
         enforced in accordance with, the laws of the State of Illinois.

13.      Integration. This Agreement constitutes the complete agreement between
         the parties concerning the matters referred to herein. The parties
         acknowledge that no statement, promise or representation has induced
         them to sign this Agreement other than those contained herein. No
         amendment or modification of this Agreement shall be effective unless
         it is in writing and signed by Employee and a member of the Board of
         Directors of Company.

14.      Headings and Capitalized Terms. The headings contained in this
         Agreement are inserted for convenience only and are not to be
         considered in construction of the provisions herein. Any and all
         capitalized terms used herein and not otherwise defined herein, shall
         have the meaning set forth in the Merger Agreement, as it may be
         amended from time to time.

15.      Binding Effect. This Agreement shall survive a change of control or
         sale of Company and shall be binding upon and inure to the benefit of,
         and shall be enforceable by and against, Company and its successors and
         assigns, and Employee and his heirs, beneficiaries and legal
         representatives. It is agreed that Employee may not delegate or assign
         his rights and obligations under this Agreement.

IN WITNESS WHEREOF, the Company and Employee have signed this agreement as of
the date and year first set forth above.





                                         Mobility Concepts, Inc.


                                         ------------------------
                                         By Timothy A. Ells

ATTEST:



------------------
Company Secretary



                                         ------------------------
                                         By William D. Kelly







</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.(N.1)
<SEQUENCE>4
<FILENAME>d07063exv10wxnw1y.txt
<DESCRIPTION>CONVERTIBLE PROMISSORY NOTE DATED 02/21/02
<TEXT>
<PAGE>

                                                ACTIVE LINK COMMUNICATIONS, INC.
                                                                     FORM 10-KSB
                                                                EXHIBIT 10 (n.1)


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




$500,000                                          Date: February 21, 2002
                                                  Due:  June 21, 2002


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 60611 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 Five Hundred Thousand
Dollars ($500,000) together with interest at 12% per annum from the date of this
Convertible Promissory Note (the "Note") on June 21, 2002. The Additional Terms
and Conditions attached hereto are a part of this Note.

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.

                              7388 South Revere Parkway, Unit 1000
                              Englewood, Colorado  80112

                              Signature:
                                           ------------------------------------

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

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


<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 February 21,
2001 (the "Note"), as if incorporated therein:

         1. Maturity Date. The Note will mature on June 21, 2002.

         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 $.80 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 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


                                      -1-
<PAGE>

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.(N.2)
<SEQUENCE>5
<FILENAME>d07063exv10wxnw2y.txt
<DESCRIPTION>WARRANTS GRANTED TO DONNETTE HALL
<TEXT>
<PAGE>
                                                ACTIVE LINK COMMUNICATIONS, INC.
                                                                     FORM 10-KSB
                                                                EXHIBIT 10 (n.2)

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 FEBRUARY 20, 2007

               WARRANT TO PURCHASE 250,000 SHARES OF COMMON STOCK

                        ACTIVE LINK COMMUNICATIONS, INC.

No. W-02-DLH

         FOR VALUE RECEIVED, Active Link Communications, Inc. (the "Company"), a
Colorado corporation with its principal offices located at 7388 South Revere
Parkway, Suite 1000, Englewood, CO 80112, 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
February 20, 2007 (the "Expiration Date"), up to Two Hundred Fifty Thousand
(250,000) fully paid and non-assessable shares of the Company's Common Stock
(the "Warrant Stock") at a price of $.80 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 6 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




<PAGE>


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 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.


<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,



<PAGE>

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 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 7 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




<PAGE>

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.

         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:  February 21, 2002                By:
                                            -----------------------------------
                                                   Authorized Officer

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.(N.3)
<SEQUENCE>6
<FILENAME>d07063exv10wxnw3y.txt
<DESCRIPTION>CONVERTIBLE PROMISSORY NOTE DATED 6/27/02
<TEXT>
<PAGE>
                                                ACTIVE LINK COMMUNICATIONS, INC.
                                                                     FORM 10-KSB
                                                                EXHIBIT 10 (n.3)


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




$500,000                                                Date: June 27, 2002
                                                        Due:  December 27, 2002


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 60611 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 Five Hundred Thousand
Dollars ($500,000) on December 27, 2002. The Company agrees to pay all interest
and fees incurred by the payee on her loan of even amount from Lake City Bank,
Warsaw, Indiana. The Additional Terms and Conditions attached hereto are a part
of this Note.

Payments shall be applied first to accrued interest and then to unpaid
principal.

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



                                    ACTIVE LINK COMMUNICATIONS, INC.

                                    1840 Centre Point Drive
                                    Naperville, IL  60563-9364

                                    Signature:
                                                 ------------------------------

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

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


<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 June 27, 2002
(the "Note"), as if incorporated therein:

         1. Maturity Date. The Note will mature on December 27, 2002.

         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 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




                                      -1-
<PAGE>

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.(N.4)
<SEQUENCE>7
<FILENAME>d07063exv10wxnw4y.txt
<DESCRIPTION>WARRANTS GRANTED TO DONNETTE HALL
<TEXT>
<PAGE>

                                                ACTIVE LINK COMMUNICATIONS, INC.
                                                                     FORM 10-KSB
                                                                EXHIBIT 10 (n.4)

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 June 26, 2007

               WARRANT TO PURCHASE 250,000 SHARES OF COMMON STOCK

                        ACTIVE LINK COMMUNICATIONS, INC.

No. W-03-DLH

         FOR VALUE RECEIVED, Active Link Communications, Inc. (the "Company"), a
Colorado corporation with its principal offices located at 1840 Centre Point
Drive, Naperville, IL 60563.9364, 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. Central Time, on June 26, 2007 (the
"Expiration Date"), up to Two Hundred Fifty Thousand (250,000) 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 6 hereof, this Warrant may be exercised
in whole or in part, during the period expiring at 3:00 p.m. Central Time on the
Expiration Date or, if such day is a day on which banking institutions in
Naperville, Illinois 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


<PAGE>

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 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.


<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,


<PAGE>

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 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 7 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

<PAGE>

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.

         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:  June 26, 2002                       By:
                                                --------------------------------
                                                    Authorized Officer


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.(N.5)
<SEQUENCE>8
<FILENAME>d07063exv10wxnw5y.txt
<DESCRIPTION>CONVERTIBLE PROMISSORY NOTE DATED 11/12/02
<TEXT>
<PAGE>
                                                ACTIVE LINK COMMUNICATIONS, INC.
                                                                     FORM 10-KSB
                                                                EXHIBIT 10 (n.5)

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.(N.6)
<SEQUENCE>9
<FILENAME>d07063exv10wxnw6y.txt
<DESCRIPTION>WARRANTS GRANTED TO DONNETTE HALL
<TEXT>
<PAGE>
                                                ACTIVE LINK COMMUNICATIONS, INC.
                                                                     FORM 10-KSB
                                                                EXHIBIT 10 (n.6)

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.


<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


<PAGE>

unlawful. As a condition to exercise, the Company may require the Holder to sign
a representation 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.


<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




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.(O.1)
<SEQUENCE>10
<FILENAME>d07063exv10wxow1y.txt
<DESCRIPTION>CONSULTING AGREEMENT
<TEXT>
<PAGE>
                                                ACTIVE LINK COMMUNICATIONS, INC.
                                                                     FORM 10-KSB
                                                                EXHIBIT 10 (O.1)

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

October 1, 2002



Mr. Steven Scott
27 Mill Farm Rd.
Stoughton, MA  02072

Dear Mr. Scott:

This letter agreement (Agreement) will confirm the understanding and agreement
between Mobility Concepts, Inc. (Company or ACVE), and Steven Scott (Scott) as
follows:

      1.    The Company hereby engages Scott to provide the Company the
            strategic services set forth on Schedule I and Scott hereby accepts
            the engagement.

      2.    As compensation for the strategic services rendered by Scott
            hereunder and described in Schedule I, the Company hereby issues to
            Scott an initial retainer of $5000, Monthly payments of $3000 due
            the first of each month thereafter, and 1,000,000 shares of ACVE
            common stock as follows:

            (a)   500,000 shares on October 25, 2002 for work performed from
                  October 1, 2002 through October 25, 2002. Half of these shares
                  shall have piggy back registration rights.

            (b)   150,000 shares on December 1, 2002 for work performed through
                  November 30, 2002

            (c)   150,000 shares on January 1, 2003 for work performed through
                  December 31, 2002

            (d)   100,000 s February 1,2003 for work performed through January
                  31,2003,and 100,000 shares on March 1, 2003 for work done
                  through February 28, 2003.

      3.    The Company will reimburse Scott, upon request, for his reasonable
            expenses (including, travel expenses and professional and legal
            fees) incurred in connection with its engagement hereunder. Scott
            agrees not to incur reimbursable expenses on behalf of the Company
            without prior approval by the Company.

      4.    Except as required by applicable law or pursuant to an order entered
            or subpoena issued by a court of competent jurisdiction, Scott will
            keep confidential all material non-public information provided to it
            by the Company, and will not disclose such information to any third
            party, other than its employees and advisors that are involved in
            providing services to the Company hereunder.

      5.    This agreement may be canceled by the Company at any time, with 30
            days notice to Scott. It may also be canceled with notice should
            Scott engage in any Illegal activity in regard to his representation
            of the Company.
<PAGE>
If the foregoing correctly sets forth the understanding and agreement between
Scott and the Company, please so indicate in the space provided for that purpose
below, whereupon this letter will constitute a binding agreement as of the date
hereof.

                                    Active Link Communications, Inc.

                                      By: ______________________________________
                                      Timothy A. Ells, Chief Executive Officer

                                      Date:_____________________________________
AGREED:

Steven E. Scott.

By: ______________________________________

Date: _____________________________________


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.(O.2)
<SEQUENCE>11
<FILENAME>d07063exv10wxow2y.txt
<DESCRIPTION>LETTER AGREEMENT
<TEXT>
<PAGE>
                                                ACTIVE LINK COMMUNICATIONS, INC.
                                                                     FORM 10-KSB
                                                                EXHIBIT 10 (O.2)

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

December 23, 2002

Mr. Steven Scott
27 Mill Farm Rd.
Stoughton, MA  02072

Dear Mr. Scott:

This letter is in reference to the letter agreement ("Agreement") between
yourself ("Scott") and Active Link Communications, Inc. (Company or ACVE). The
Agreement stipulated that the Company would compensate Scott with the Company's
stock for strategic consulting services as set forth in a schedule attached to
the Agreement (attached herein as Schedule I). To date, the Company has issued
stock to Scott as follows:

      (a)   500,000 shares issued on November 19, 2002 for work performed from
            October 1, 2002 through October 25, 2002.

      (b)   150,000 shares issued on December 19, 2002 for work performed
            through November 30, 2002.

Given that Scott has failed to successfully raise investment capital for the
Company, and given that Scott has failed to negotiate acceptable compromise
settlements with any of the Company's major creditors, the Company hereby deems
the services as originally contracted not to have been performed as agreed. As
such, the Company and Scott agree to the following revisions to the Agreement:

      (a)   The two stock certificates issued for a total of 650,000 shares of
            Company stock will be cancelled effective immediately.

      (b)   The remaining stock to be issued for services as documented in the
            Agreement will not be issued as originally scheduled.

      (c)   If Scott assists the Company with the raising of investment capital
            of at least $1,500,000 by April 30, 2003, and if Scott assists the
            Company in negotiating final compromise settlements with its major
            creditors, the Company will reinstate the stock compensation plan in
            accordance with the Agreement. In so doing, the dates for stock
            issuance in the Agreement will recommence on May 1, 2003. In other
            words, the first issuance of stock for 500,000 shares will be done
            May 1, 2003.

If the foregoing correctly sets forth the understanding and agreement between
Scott and the Company, please so indicate in the space provided for that purpose
below, whereupon this letter will constitute a binding agreement as of the date
hereof. PLEASE RETURN THIS LETTER ALONG WITH THE TWO STOCK CERTIFICATES.

                                    Active Link Communications, Inc.


                                    By: _______________________________________
                                        Timothy A. Ells, Chief Executive Officer

                                    Date: _____________________________________
AGREED:

Steven E. Scott

By: ______________________________________

Date: _____________________________________


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.(P.1)
<SEQUENCE>12
<FILENAME>d07063exv10wxpw1y.txt
<DESCRIPTION>PROMISSORY NOTE DATED 6/20/03
<TEXT>
<PAGE>
                                                ACTIVE LINK COMMUNICATIONS, INC.
                                                                     FORM 10-KSB
                                                                EXHIBIT 10 (P.1)

THE SECURITIES, IN THE FORM OF THE PROMISSORY NOTE OF ACTIVE LINK
COMMUNICATIONS, INC. AND MOBILITY CONCEPTS, 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

$300,000                                                       Chicago, Illinois
                                                                   June 20, 2003

FOR VALUE RECEIVED, ACTIVE LINK COMMUNICATIONS, INC., a Colorado corporation,
and, its wholly owned subsidiary, Mobility Concepts, Inc., a Wisconsin
corporation, and their successors and assigns, (collectively, the "Company")
jointly and severally promise to pay to the order of Integrated Mobile
Solutions, LLC ("Holder"), at 1840 Centre Point Circle, Naperville, Illinois
60563, or at such other place as Holder may from time to time designate in
writing, the principal sum of Three Hundred Thousand Dollars ($300,000) 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 at
      a rate of three percent (3%) per annum through the maturity date (as
      defined below). Interest shall accrue from and including the date of this
      Note until, but not including, the day on which it is paid in full.

2.    Payment/Maturity Date. The total outstanding principal balance hereof,
      together with accrued and unpaid interest, shall be due and payable in one
      lump sum on June 19, 2005.

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.    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,


                                       1
<PAGE>
      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.

5.    Security Agreements. The Note is secured by those certain Borrower
      Security Agreement and Subsidiary Agreement by and between Company and
      Integrated Mobile Solutions, LLC, dated as of June 20, 2003.

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

7.    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.

8.    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.    Companys' 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.    Companys' 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.

      d.    Any default by Company under the Spectrum Credit Agreement or any
            other loan documents between Company and Spectrum.

9.    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, in accordance with
      the terms of the Agreement Among Lenders; and (4) finally, ordinary
      interest accrued to the date of said payment.

10.   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.

11.   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.


                                       2
<PAGE>
12.   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.

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

14.   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.

15.   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.

16.   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.

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

18.   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 June 20,
2003.

                                           ACTIVE LINK COMMUNICATIONS, INC.



                                           By:__________________________________
                                               William Kelly, Vice President and
                                                  Chief Financial Officer

                                           MOBILITY CONCEPTS, INC.


                                           By:__________________________________
                                              William Kelly, Vice President and
                                                    Chief Financial Officer


                                       3

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.(P.2)
<SEQUENCE>13
<FILENAME>d07063exv10wxpw2y.txt
<DESCRIPTION>BORROWER SECURITY AGREEMENT DATED 6/20/03
<TEXT>
<PAGE>
                                                ACTIVE LINK COMMUNICATIONS, INC.
                                                                     FORM 10-KSB

                                                                EXHIBIT 10 (P.2)

                           BORROWER SECURITY AGREEMENT

      This Security Agreement ("this Agreement") is made as of June 20, 2003 by
and between Active Link Communications, Inc., a Colorado corporation ("Debtor")
and Integrated Mobile Solutions, LLC (referred to as "Secured Party").

      1. Grant of Security Interest. Debtor, in consideration of the
indebtedness described in this Agreement, hereby grants, conveys, and assigns to
Secured Party for security all of Debtor's existing and future right, title and
interest in, to, and under the property listed in Paragraph 2 of this Agreement.
This security interest is granted to the Secured Party to (a) secure the payment
of the indebtedness evidenced by Debtor's note payable to Secured Party dated
the date set forth on Exhibit A ("Note") in the aggregate principal sum of
$300,000, with interest thereon, and all renewals, extensions, and modifications
of the Note; (b) the payment, performance and observance of all obligations,
covenants and agreements to be paid, performed or observed by Debtor under the
Note; (c) the payment of all other sums, with interest thereon, advanced under
the terms of this Agreement; and (d) the performance of the agreements and
warranties of Debtor contained in this Agreement, or incorporated in this
Agreement by reference. This security interest is subordinate only to the
security interest of Spectrum Commercial Services ("Spectrum") under Security
Agreements dated December 21, 2001 (the "Spectrum Credit Agreements") and
pre-existing security interests granted to Renaissance US Growth & Income Trust
PLC and Renaissance Capital Growth & Income Fund III, Inc. and Alan I. Goldberg
and Robert Nieder (collectively, the "Other Investors") as set forth in the
Security Agreements between Debtor and the Other Investors, respectively.

      2. Property. Collateral shall include all personal property of the Debtor,
including the following, all whether now owned or hereafter acquired or arising
and wherever located: (i) accounts (including health-care-insurance receivables
and credit card receivables); (ii) securities entitlements, securities accounts,
commodity accounts, commodity contracts and investment property; (iii) deposit
accounts [i-iii collectively referred to as "Accounts"]; (iv) instruments
(including promissory notes); (v) documents (including warehouse receipts); (vi)
chattel paper (including electronic chattel paper and tangible chattel paper);
(vii) inventory, including raw materials, work in process, or materials used or
consumed in Debtor's business, items held for sale or lease or furnished or to
be furnished under contracts of service, sale or lease, goods that are returned,
reclaimed or repossessed; (viii) goods of every nature, including
stock-in-trade, goods on consignment, standing timber that is to be cut and
removed under a conveyance or contract for sale, the unborn young of animals,
crops grown, growing, or to be grown, manufactured homes, computer programs
embedded in such goods and farm products; (ix) equipment, including machinery,
vehicles and furniture; (x) fixtures; (xi) agricultural liens; (xii)
as-extracted collateral; (xiii) commercial tort claims, if any; (xiv) letter of
credit rights; (xv) general intangibles, of every kind and description,
including payment intangibles, software, computer information, source codes,
object codes, records and data, all existing and future customer lists, choses
in action, claims (including claims for indemnification or breach of warranty),
books, records, patents and patent applications, copyrights, trademarks, trade
names, trade styles, trademark applications, goodwill, blueprints, drawings,
designs and plans, trade secrets, contracts, licenses, license agreements,
formulae, tax and any other types of refunds, returned and unearned insurance
premiums, rights and claims under insurance policies; (xvi) all supporting
obligations of all of the foregoing property; (xvii) all property of the Debtor
now or hereafter in the Lender's possession or in transit to or from, or under
the custody or control of, the Lender or any affiliate thereof; (xviii) all cash
and cash equivalents thereof; (xix) the stock of Mobility Concepts, Inc., a
Wisconsin corporation and (xx) all cash and noncash proceeds (including
insurance proceeds) of all of the foregoing property, all products thereof and
all additions and accessions thereto, substitutions therefore and replacements
thereof.

      3. Covenants of Debtor. The Debtor agrees and covenants as follows:


            a.    Payment of Principal and Interest. The Debtor shall promptly
                  pay when due the principal of and interest on the indebtedness
                  evidenced by the Note, any prepayment and late charges
                  provided in the Note, and all other sums secured by this
                  Agreement.

                                      -1-
<PAGE>


            b.    Corporate Existence. The Debtor is a corporation duly
                  organized and existing under the laws of the state of Colorado
                  and is duly qualified in every other state in which it is
                  doing business.

            c.    Corporate Authority. The execution, delivery, and performance
                  of this Agreement and the execution and payment of the Note
                  are within Debtor's corporate powers, have been duly
                  authorized, and are not in contravention of law or the terms
                  of the Debtor's articles of incorporation and bylaws, or of
                  any indenture, agreement, or undertaking to which the Debtor
                  is a party or by which it is bound.

            d.    Ownership of Collateral. The Debtor is the sole owner of the
                  Collateral and will defend the Collateral against the claims
                  and demands of all other persons at any time claiming the same
                  or any interest therein.

            e.    Borrowing Limit. Debtor agrees that at no time shall the sum
                  of (i) the amount Debtor owes to Spectrum under the Spectrum
                  Credit Agreement and (ii) the principal amount of the Notes,
                  be more than 80% of the value of the Collateral.


      4. Use of Collateral. Until default, debtor may use the collateral in any
lawful manner not inconsistent with this Agreement or with the terms or
conditions of insurance, and may sell the collateral in the ordinary course of
business. A sale in the ordinary course of business does not include a transfer
in partial or total satisfaction of a debt.

      5. Perfection of Security Interest. The Debtor agrees to execute and file
financing statements, and do whatever may be necessary under the applicable
Uniform Commercial Code in each state where the Collateral is located, to
perfect and continue the Secured Party's interest in the Collateral, all at the
Debtor's expense.

      6. Taxes and Assessments. The Debtor will pay or cause to be paid promptly
when due all taxes and assessments on the Collateral, this Agreement, and the
Notes. The Debtor may, however, withhold payment of any tax assessment or claim
if a good faith dispute exists as to the obligation to pay.

      7. Application of Payments. Unless applicable law provides otherwise, all
payments received by the Secured Party from the Debtor under the Note and/or
this Agreement shall be applied by the Secured Party in the following order of
priority: (i) principal of the Note in the manner provided therein; (ii)
interest payable on the Note in the manner provided therein; and (iii) any other
sums secured by this Agreement in such order as the Secured Party, at the
Secured Party's option, may determine.

      8. Protection of Secured Party's Security. If the Debtor fails to perform
the covenants and agreements contained or incorporated in this Agreement, or if
any action or proceeding is commenced which affects the Collateral or title
thereto or the interest of the Secured Party therein, including, but not limited
to insolvency or arrangements or proceedings involving a bankrupt or decedent,
then the Secured Party, at the Secured Party's option, may make such appearance,
disburse such sums, and take such action as the Secured Party deems necessary,
in its sole discretion, to protect the Secured Party's interest, including but
not limited to (i) disbursement of attorneys' fees, (ii) entry upon the Debtor's
property to make repairs to the Collateral, and (iii) procurement of
satisfactory insurance. Any amounts disbursed by Secured Party pursuant to this
Paragraph, with interest thereon, shall become additional indebtedness of the
Debtor secured by this Agreement. Unless the Debtor and the Secured Party agree
to other terms of payment, such amounts shall be immediately due and payable and
shall bear interest from the date of disbursement at the default rate stated in
the Note unless collection from the Debtor of interest at such rate would be
contrary to applicable law, in which event such amounts shall bear interest at
the highest rate which may be collected from the Debtor under applicable law.
Nothing contained in this Paragraph shall require the Secured Party to incur any
expense or take any action.



                                      -2-
<PAGE>

      9. Reports; Inspection. Debtor shall deliver to Myles L. Tobin, as Agent
for the Secured Party, all reports that it provides to Spectrum pursuant to the
Spectrum Credit Agreements. The Secured Party may make or cause to be made
reasonable entries upon and inspections of the Debtor's premises to inspect the
Collateral.

      10. Debtor and Lien Not Released. From time to time, the Secured Party
may, at the Secured Party's option, without giving notice to or obtaining the
consent of the Debtor, the Debtor's successors or assigns or of any other lien
holder or guarantors, without liability on the Secured Party' part, and
notwithstanding the Debtor's breach of any covenant or agreement of the Debtor
in this Agreement, extend the time for payment of said indebtedness or any part
thereof, reduce the payments thereon, accept a renewal note or notes therefor,
modify the terms and the time of payment of said indebtedness, release from the
lien of this Agreement any part of the Collateral, take or release other or
additional security, reconvey any part of the Collateral, join in any extension
or subordination agreement, and agree in writing with the Debtor to modify the
rate of interest of the Notes. Any actions taken by the Secured Party pursuant
to the terms of this Paragraph shall not affect the obligation of the Debtor or
the Debtor's successors or assigns to pay the sums secured by this Agreement and
to observe the covenants of the Debtor contained herein, shall not affect the
guaranty of any person, corporation, partnership, or other entity for payment of
the indebtedness secured hereby, and shall not affect the lien or priority of
lien hereof on the Collateral. The Debtor shall pay the Secured Party a
reasonable service charge, together with such insurance premiums and attorneys'
fees as may be incurred at the Secured Party's option for any such action if
taken at the Debtor's request.

      11. Forbearance by Secured Party Not a Waiver. Any forbearance by the
Secured Party in exercising any right or remedy hereunder, or otherwise afforded
by applicable law, shall not be a waiver of or preclude the exercise of any
right or remedy. The acceptance by the Secured Party of payment of any sum
secured by this Agreement after the due date of such payment shall not be a
waiver of the Secured Party's right to either require prompt payment when due of
all other sums so secured or to declare a default for failure to make prompt
payment. The procurement of insurance or the payment of taxes or other liens or
charges by the Secured Party shall not be a waiver of the Secured Party's right
to accelerate the maturity of the indebtedness secured by this Agreement, nor
shall the Secured Party's receipt of any awards, proceeds or damages as provided
in this Agreement operate to cure or waive the Debtor's default in payment of
sums secured by this Agreement.

      12. Uniform Commercial Code Security Agreement. This Agreement is intended
to be a security agreement pursuant to the Uniform Commercial Code for any of
the items specified above as part of the Collateral which, under applicable law,
may be subject to a security interest pursuant to the Uniform Commercial Code,
and the Debtor hereby grants the Secured Party a security interest in said
items. The Debtor agrees that the Secured Party may file any appropriate
document in the appropriate index as a financing statement for any of the items
specified above as part of the Collateral. In addition, the Debtor agrees to
execute and deliver to the Secured Party, upon the Secured Party's request, any
financing statements, as well as extensions, renewals and amendments thereof,
and reproductions of this Agreement in such form as the Secured Party may
require to perfect a security interest with respect to said items. By its
signature hereon, the Debtor hereby irrevocably authorizes the Secured Party to
execute (on behalf of the Debtor) and file against the Debtor one or more
financing, continuation or amendment statements pursuant to the Uniform
Commercial Code in form satisfactory to the Secured Party. The Debtor shall pay
all costs of filing such financing statements and any extensions, renewals,
amendments, and releases thereof, and shall pay all reasonable costs and
expenses of any record searches for financing statements the Secured Party may
reasonably require. Without the prior written consent of the Secured Party, the
Debtor shall not create or suffer to be created pursuant to the Uniform
Commercial Code any other security interest in the Collateral, including
replacements and additions thereto. Upon the occurrence of an event of default,
the Secured Party shall have the remedies of a secured party under the Uniform
Commercial Code and, at the Secured Party's option, may also invoke the other
remedies provided in this Agreement as to such items. In exercising any of said
remedies, the Secured Party may proceed against the items of personal property
specified above as part of the Collateral separately or together and in any
order whatsoever, without in any way affecting the availability of the Secured
Party's remedies under the Uniform Commercial Code or of the other remedies
provided in this Agreement.



                                      -3-
<PAGE>

      13. Events of Default. The Debtor shall be in default under this Agreement
when any of the following events or conditions occurs:

            a.    Default Under Note. The Debtor or Mobility Concepts, Inc.
                  shall be in default under the Note or under the Spectrum
                  Credit Agreement.

            b.    Failure to Comply with Terms of this Agreement. The Debtor or
                  Mobility Concepts, Inc. fails to comply with any term,
                  obligation, covenant, or condition contained in this
                  Agreement, within 10 days after receipt of written notice from
                  the Secured Party demanding such compliance.

            c.    False Warranty, Covenant, or Representation. Any warranty,
                  covenant, or representation made to the Secured Party by the
                  Debtor under this Agreement, proves to have been false in any
                  material respect when made or furnished.

            d.    Levy, Seizure, Attachment, Lien, or Encumbrance on Collateral.
                  Any levy, seizure, attachment, lien, or encumbrance of or on
                  the Collateral which is not discharged by the Debtor or
                  Mobility Concepts, Inc. within 10 days or, any sale, transfer,
                  or disposition of any interest in the Collateral, other than
                  in the ordinary course of business, without the written
                  consent of the Secured Party.

      14. Acceleration in Case of Borrower's Insolvency. If the Debtor or
Mobility Concepts, Inc. shall voluntarily file a petition under the federal
Bankruptcy Act, as such Act may from time to time be amended, or under any
similar or successor federal statute relating to bankruptcy, insolvency,
arrangements or reorganizations, or under any state bankruptcy or insolvency
act, or file an answer in an involuntary proceeding admitting insolvency or
inability to pay debts, or if the Debtor or Mobility Concepts, Inc. shall be
adjudged a bankrupt, or if a trustee or receiver shall be appointed for the
Debtor's or Mobility Concepts, Inc.'s property, or if the Collateral shall
become subject to the jurisdiction of a federal bankruptcy court or similar
state court, or if the Debtor or Mobility Concepts, Inc. shall make an
assignment for the benefit of its creditors, or if there is an attachment,
receivership, execution or other judicial seizure, then the Secured Party may,
at the Secured Party's option, declare all of the sums secured by this Agreement
to be immediately due and payable without prior notice to the Debtor or Mobility
Concepts, Inc., and the Secured Party may invoke any remedies permitted by this
Agreement. Any attorneys' fees and other expenses incurred by the Secured Party
in connection with the Debtor's or Mobility Concepts, Inc.'s bankruptcy or any
of the other events described in this Paragraph shall be additional indebtedness
of the Debtor secured by this Agreement.

      15. Rights of Secured Party.


            a.    Disposition of Collateral. Upon default, the Secured Party may
                  require the Debtor to assemble the Collateral and make it
                  available to the Secured Party at the place to be designated
                  by the Secured Party that is reasonably convenient to both
                  parties. The Secured Party may sell all or any part of the
                  Collateral as a whole or in parcels either by public auction,
                  private sale, or other method of disposition. The Secured
                  Party may bid at any public sale on all or any portion of the
                  Collateral. Unless the Collateral is perishable or threatens
                  to decline speedily in value or is of the type customarily
                  sold on a recognized market, the Secured Party shall give the
                  Debtor reasonable notice of the time and place of any public
                  sale or of the time after which any private sale or other
                  disposition of the Collateral is to be made, and notice given
                  at least 10 days before the time of the sale or other
                  disposition shall be conclusively presumed to be reasonable. A
                  public sale in the following fashion shall be conclusively
                  presumed to be reasonable:

                  (i)   Notice shall be given at least 10 days before the date
                        of sale by publication once in a newspaper of general
                        circulation published in the county in which the sale is
                        to be held;

                                      -4-
<PAGE>

                  (ii)  The sale shall be held in a county in which the
                        Collateral or any part is located or in a county in
                        which the Debtor has a place of business;

                  (iii) Payment shall be in cash or by certified check
                        immediately following the close of the sale;

                  (iv)  The sale shall be by auction, but it need not be by a
                        professional auctioneer.

            b.    No Obligation to Dispose of Collateral. Notwithstanding any
                  provision of this Agreement, the Secured Party shall be under
                  no obligation to offer to sell the Collateral. In the event
                  the Secured Party offers to sell the Collateral, the Secured
                  Party will be under no obligation to consummate a sale of the
                  Collateral if, in its reasonable business judgment, none of
                  the offers received by it reasonably approximates the fair
                  value of the Collateral.

            c.    Retention of Collateral. In the event the Secured Party elects
                  not to sell the Collateral, the Secured Party may elect to
                  follow the procedures set forth in the Uniform Commercial Code
                  for retaining the Collateral in satisfaction of the Debtor's
                  obligation, subject to the Debtor's rights under such
                  procedures.

            d.    Appointment of Receiver. In addition to the rights under this
                  Agreement and/or the Sales/Loan Agreement, in the event of a
                  default by the Debtor, the Secured Party shall be entitled to
                  the appointment of a receiver for the Collateral as a matter
                  of right whether or not the apparent value of the Collateral
                  exceeds the outstanding principal amount of the Note and any
                  receiver appointed may serve without bond. Employment by the
                  Secured Party shall not disqualify a person from serving as
                  receiver.

      16. Waiver of Statute of Limitations. Debtor hereby waives the right to
assert any statute of limitations as a bar to the enforcement of the lien of
this Agreement or to any action brought to enforce the Note or any other
obligation secured by this Agreement.

      17. Waiver of Marshalling. Notwithstanding the existence of any other
security interest in the Collateral held by the Secured Party or by any other
party, the Secured Party shall have the right to determine the order in which
any or all of the Collateral shall be subjected to the remedies provided by this
Agreement. The Secured Party shall have the right to determine the order in
which any or all portions of the indebtedness secured by this Agreement are
satisfied from the proceeds realized upon the exercise of the remedies provided
in this Agreement. The Debtor, any party who consents to this Agreement, and any
party who now or hereafter acquires a security interest in the Collateral and
who has actual or constructive notice of this Agreement, hereby waives any and
all right to require the marshalling of assets in connection with the exercise
of any of the remedies permitted by applicable law or by this Agreement.

      18. Provisions of Agreement. In case of a breach by the Debtor of the
covenants and conditions of this Agreement, the Secured Party at the Secured
Party's option (i) may invoke any of the rights or remedies provided in the
Agreement, (ii) may accelerate the sums secured by this Agreement and invoke the
remedies provided in this Agreement or, (iii) may do both.

      19. Remedies Cumulative. Each remedy provided in this Agreement is
distinct and cumulative to all other rights or remedies under this Agreement or
afforded by law or equity, and may be exercised concurrently, independently, or
successively, in any order whatsoever.

      20. Notices. Any notices or other communications required or permitted to
be given by this Agreement or any other documents and instruments referred to
herein must be (i) given in writing and personally delivered, or sent by
overnight service, such as FedEx, or (ii) made by telex or facsimile
transmission delivered or


                                      -5-
<PAGE>

transmitted to the party to whom such notice or communication is directed, with
confirmation thereupon given in writing and personally delivered or mailed by
prepaid certified or registered mail.


                                      -6-
<PAGE>



         If to Debtor:

         Active Link Communications, Inc.
         1840 Centre Point Circle
         Naperville, IL  60563
         Telephone:  (630) 955-9755
         Facsimile:  (630) 955-9756
         Attn:  President

         with a copy to:

         David H. Drennen, Esq.
         Neuman & Drennen LLC
         4643 South Ulster Street
         Suite 800
         Denver, Colorado 80012
         Telephone:  (303) 221-4700
         Facsimile: (303) 226-4115

         If to Secured Party:

         Integrated Mobile Solutions, LLC
         1840 Centre Point Circle
         Naperville, IL  60563
         Telephone:  (630) 863-5561
         Facsimile:  (630) 955-9756
         Attn:    James Miloch


         with a copy to:

         Myles L. Tobin, Esq.
         Fletcher & Sippel LLC
         29 N. Wacker Drive
         Suite 920
         Chicago, IL  60606-2875
         Telephone:  (312) 252-1502
         Facsimile: (312) 252-2400

Any notice delivered personally in the manner provided herein will be deemed
given to the party to whom it is directed upon the party's (or its agent's)
actual receipt. Any notice addressed and mailed in the manner provided herein
will be deemed given to the party to whom it is addressed at the close of
business, local time of the recipient, on the fourth business day after the day
it is placed in the mail, or, if earlier, the time of actual receipt.

      21. Law Governing. This Agreement shall be governed by and construed in
accordance with the laws of the State of Illinois without reference to conflict
of laws principles. Jurisdiction and venue shall lie in federal and state courts
in Cook County, Illinois.

      22. Titles and Captions. All paragraph titles or captions contained in
this Agreement are for convenience only and shall not be deemed part of the
context nor effect the interpretation of this Agreement.


      23. Entire Agreement. This Agreement and the Note and other agreements
executed contemporaneously hereto contain the entire understanding between and
among the parties and supersede any prior understandings and agreements among
them respecting the subject matter of this Agreement.

                                      -7-
<PAGE>

      24. Agreement Binding. This Agreement shall be binding upon the heirs,
executors, administrators, successors, and assigns of the parties hereto.


      25. Computation of Time. In computing any period of time pursuant to this
Agreement, the day of the act, event or default from which the designated period
of time begins to run shall be included, unless it is a Saturday, Sunday or a
legal holiday, in which event the period shall begin to run on the next day
which is not a Saturday, Sunday or legal holiday, in which event the period
shall run until the end of the next day thereafter which is not a Saturday,
Sunday or legal holiday.

      26. Pronouns and Plurals. All pronouns and any variations thereof shall be
deemed to refer to the masculine, feminine, neuter, singular or plural as the
identity of the person or persons may require.


      27. Presumption. This Agreement or any paragraph thereof shall not be
construed against any party due to the fact that said Agreement or any paragraph
thereof was drafted by said party.


      28. Further Action. The parties hereto shall execute and deliver all
documents, provide all information and take or forbear from all such action as
may be necessary or appropriate to achieve the purposes of this Agreement.


      29. Parties in Interest. Nothing herein shall be construed to be to the
benefit of any third party, nor is it intended that any provision shall be for
the benefit of any third party.


      30. Savings Clause. If any provision of this Agreement, or the application
of such provision to any person or circumstance, shall be held invalid, the
remainder of this Agreement, or the application of such provision to persons or
circumstances other than those as to which it is held invalid, shall not be
affected thereby.

Dated:  June 20, 2003.


                                 DEBTOR:

                                 ACTIVE LINK COMMUNICATIONS, INC.


                                 By:
                                     ------------------------------------------
                                          Timothy A. Ells
                                          Chief Executive Officer


                                 SECURED PARTY:

                                          INTEGRATED MOBILE SOLUTIONS, LLC

                                 By:
                                      -----------------------------------------
                                          James Miloch
                                          Manager



                                      -8-
<PAGE>



                                    EXHIBIT A
                                      NOTE

NAME                             PRINCIPAL AMOUNT                   DATE
----                             ----------------                   ----

James Miloch                        $300,000.00                 June 20, 2003


                                      -9-




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.(P.3)
<SEQUENCE>14
<FILENAME>d07063exv10wxpw3y.txt
<DESCRIPTION>PLEDGE AGREEMENT DATED 6/20/03
<TEXT>
<PAGE>

                                                ACTIVE LINK COMMUNICATIONS, INC.
                                                                     FORM 10-KSB
                                                                EXHIBIT 10 (P.3)

                                PLEDGE AGREEMENT

      This PLEDGE AGREEMENT, dated as of June 20, 2003, between ACTIVE LINK
COMMUNICATIONS, INC., a Colorado corporation ("Pledgor"), INTEGRATED MOBILE
SOLUTIONS, LLC ("Secured Party").

                                    RECITALS

      A. Secured Party anticipates making a loan (the "Loan") to Pledgor.

      B. Pursuant to the terms of the Loan, Secured Party will lend to Pledgor
the aggregate principal amount of Three Hundred Thousand Dollars ($300,000) to
be evidenced by the Pledgor's Promissory Note of even date herewith (the
"Note").

      C. Pledgor is the owner of the shares (collectively, the "Shares") of all
of the capital of the Subsidiary described on Schedule A, and Pledgor has agreed
to pledge and assign to Secured Party a security interest in the Shares to
secure payment of the Loan of Pledgor under the Notes.

      NOW, THEREFORE, in consideration of the foregoing recitals and the mutual
covenants, the parties agree as follows:

      1. Pledge of Shares. Pledgor hereby pledges and assigns to the Secured
Party the Shares for the purpose of securing the full and prompt payment, when
due, by Pledgor of the Loan.

      2. Delivery of Shares. Upon execution of this Pledge, Pledgor shall
deliver to Agent all the certificates representing the Shares, together with
duly executed stock powers, in blank. Agent shall hold all such certificates and
stock powers subject to the terms of this Pledge Agreement.

      3. Voting of Shares and Receipt of Dividends. Pledgor shall have the right
to vote the Shares, except as provided herein and in the Notes, upon the
occurrence of an event of default under the terms of the Notes.

      4. Representations and Warranties. Pledgor hereby warrants, represents and
covenants as follows:

            a. Pledgor owns the Shares, free from any adverse claims and Liens,
      except as provided for herein;


                                       1
<PAGE>
            b. Pledgor will notify Secured Party of, and will defend the Shares
      against, all claims and demands of all persons at any time claiming the
      Shares or any interest therein;

            c. Pledgor will pay all taxes and assessments upon the Shares prior
      to the date of delinquency for payment of such taxes and assessments;

            d. Pledgor has the full power, authority and capacity to grant the
      security interest hereunder;

            e. Pledgor shall cause Subsidiary not to issue any additional shares
      of its capital stock to any person.

            f. Until the Loan is paid in full, Pledgor shall cause Subsidiary
      not to sell, transfer or assign all or any part of its assets to a third
      party without the prior written consent of Secured Party, except in the
      ordinary course of business.

      5. Return of Security. When the Loan has been paid in full, Agent shall
promptly deliver the certificates representing the Shares then held by it and
all related stock powers to Pledgor.

      6. Occurrence of Event of Default. If an event of default, Agent or
Secured Party shall have the right to exercise any rights and remedies provided
in the Notes, as Secured Party or Agent, in its or their sole discretion, may
deem necessary or appropriate. Secured Party or Agent shall further have the
right to exercise any remedies afforded a secured party under the Uniform
Commercial Code of Illinois or any other applicable law with respect to the
Shares.

      7. Duration of Pledge. This Pledge shall be terminated upon the earlier
of: (i) foreclosure by Secured Party of the security interest granted hereunder
upon the occurrence of an event of default, or (ii) return of the Shares to
Pledgor upon payment of the Loan.

      8. Miscellaneous.

            a. Governing Law. This Pledge shall be governed by and construed and
      enforced in accordance with the substantive laws of the State of Illinois,
      without regard to the conflicts of laws provisions thereof, and the
      applicable laws of the United States. Venue and jurisdiction shall be in
      the state or federal courts in Cook County, Illinois.

            b. Binding Effect. All of the terms, covenants, representations,
      warranties and conditions herein shall be binding upon, and inure to the
      benefit of, and be enforceable by the parties and their respective
      successors and assignees.

            c. Waiver. This Pledge may not be amended, modified, superseded or
      canceled, nor may any of the terms, covenants, representations, warranties
      or conditions hereof be waived, except by a written instrument executed by
      the party against whom such amendment, modification, supersedure,
      cancellation or waiver is charged. The failure of any party at any time or
      times to require performance of any provision hereof shall in no manner
      affect the right at a later time to enforce the same. No waiver by any


                                       2
<PAGE>
      party of any condition, or of any breach of any term, covenant,
      representation or warranty contained herein, in any one or more instances,
      shall be deemed to be or construed as a further or continuing waiver of
      any such condition or breach or waiver of any other condition or of any
      breach of any other term, covenant, representation or warranty.

            d. Attorneys' Fees. If any party brings an action in connection with
      the performance, breach or interpretation of this Pledge, or in any action
      related to the transaction contemplated hereby, the prevailing party in
      such action shall be entitled to recover from the losing party in such
      action all reasonable costs and expenses of such litigation, including
      attorneys' fees, court costs, costs of investigation, accounting and other
      costs reasonably incurred or related to such litigation.

            e. Severability. If any provision hereof is determined to be illegal
      or unenforceable, such determination shall not affect the validity or
      enforceability of the remaining provisions hereof, all of which shall
      remain in full force and effect.

            f. Further Documents. Each party covenants and agrees that, from
      time to time, after the date hereof, at the reasonable request of any
      other party, and without further consideration, such party will execute
      and deliver such other documents and take such other action reasonably
      required to carry out, in all respects, the transactions contemplated and
      intended by this Pledge.

            g. Notices. Any notices or other communications required or
      permitted to be given by this Agreement or any other documents and
      instruments referred to herein must be (i) given in writing and personally
      delivered or sent by overnight service, such as FedEx, or (ii) made by
      telex or facsimile transmission delivered or transmitted to the party to
      whom such notice or communication is directed, with confirmation thereupon
      given in writing and personally delivered or mailed by prepaid certified
      or registered mail.

            If to Pledgor:

            Active Link Communications, Inc.
            1840 Centre Point Circle
            Naperville, IL  60563
            Attn:  President
            Telephone:   (630) 955-9755
            Facsimile:   (630) 955-9756

            with a copy to:

            David Drennen, Esq.
            Neuman & Drennen LLC
            4643 South Ulster Street
            Suite 800
            Denver, Colorado 80012
            Telephone:   (303) 221-4700
            Facsimile:   (303) 226-4499


                                       3
<PAGE>
            If to Secured Party:

            Integrated Mobile Solutions
            1840 Centre Point Circle
            Naperville, IL  60563
            Telephone:   (630) 863-5561
            Facsimile:   (630) 955-9756

            with a copy to:

            Myles L. Tobin
            Fletcher & Sippel LLC
            29 N. Wacker Drive
            Suite 920
            Chicago, IL  60606-2875
            Telephone:   (312) 252-1502
            Facsimile:   (312) 252-2400

      Any notice delivered personally in the manner provided herein will be
deemed given to the party to whom it is directed upon the party's (or its
agent's) actual receipt. Any notice addressed and mailed in the manner provided
herein will be deemed given to the party to whom it is addressed at the close of
business, local time of the recipient, on the fourth business day after the day
it is placed in the mail, or, if earlier, the time of actual receipt.

            h. Parties in Interest. Nothing in this Pledge, whether express or
      implied, is intended to confer any rights or remedies under or by reason
      of this Pledge on any persons other than the parties and their respective
      successors and assigns, nor is anything in this Pledge intended to relieve
      or discharge the obligation or liability of any third persons to any party
      to this Pledge, nor shall any provision give any third persons any right
      of subrogation or action over or against any party to this Pledge.

            i. Defined Terms. All capitalized terms, unless otherwise specified,
      have the same meanings assigned to them in the Loan Agreement and Notes.


    [The remainder of this page is intentionally left blank; signature page
                                   follows.]


                                       4
<PAGE>
      IN WITNESS WHEREOF, this Pledge Agreement is executed as of the date first
above written.

                                       PLEDGOR:

                                       ACTIVE LINK COMMUNICATIONS, INC.


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

                                       Name:    William D. Kelly

                                       Title:   Vice President and Chief
                                                Financial Officer

                                       SECURED PARTY:

                                       INTEGRATED MOBILE SOLUTIONS, LLC

                                       By:
                                            ------------------------------------
                                       Name:    James Miloch
                                       Title:   Manager


                                       5
<PAGE>
                                   SCHEDULE A

<TABLE>
<CAPTION>
    SUBSIDIARIES                                   NO. OF SHARES
    ------------                                   -------------
<S>                                                <C>
Mobility Concepts, Inc.                              [__440__]
</TABLE>








</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.(P.4)
<SEQUENCE>15
<FILENAME>d07063exv10wxpw4y.txt
<DESCRIPTION>SUBSIDIARY SECURITY AGREEMENT DATED 6/20/03
<TEXT>
<PAGE>
                                                ACTIVE LINK COMMUNICATIONS, INC.
                                                                     FORM 10-KSB
                                                                EXHIBIT 10 (P.4)

                          SUBSIDIARY SECURITY AGREEMENT

      This Security Agreement ("this Agreement") is made as of June 20, 2003 by
and between Mobility Concepts, Inc., a Wisconsin corporation ("Debtor") and
Integrated Mobile Solutions, LLC (referred to as "Secured Party").

      1. Grant of Security Interest. Debtor, in consideration of the
indebtedness described in this Agreement, hereby grants, conveys, and assigns to
Secured Party for security all of Debtor's existing and future right, title and
interest in, to, and under the property listed in Paragraph 2 of this Agreement.
This security interest is granted to the Secured Party to (a) secure the payment
of the indebtedness evidenced by Debtor's note payable to Secured Party dated
the date set forth on Exhibit A ("Note") in the aggregate principal sum of
$300,000, with interest thereon, and all renewals, extensions, and modifications
of the Note; (b) the payment, performance and observance of all obligations,
covenants and agreements to be paid, performed or observed by Debtor under the
Note; (c) the payment of all other sums, with interest thereon, advanced under
the terms of this Agreement; and (d) the performance of the agreements and
warranties of Debtor contained in this Agreement, or incorporated in this
Agreement by reference. This security interest is subordinate only to the
security interest of Spectrum Commercial Services ("Spectrum") under Security
Agreements dated December 21, 2001 (the "Spectrum Credit Agreements") and
pre-existing security interests granted to Renaissance US Growth & Income Trust
PLC and Renaissance Capital Growth & Income Fund III, Inc. and Alan I. Goldberg
and Robert Nieder (collectively, the "Other Investors") as set forth in the
Security Agreements between Debtor and the Other Investors, respectively.

      2. Property. Collateral shall include all personal property of the Debtor,
including the following, all whether now owned or hereafter acquired or arising
and wherever located: (i) accounts (including health-care-insurance receivables
and credit card receivables); (ii) securities entitlements, securities accounts,
commodity accounts, commodity contracts and investment property; (iii) deposit
accounts [i-iii collectively referred to as "Accounts"]; (iv) instruments
(including promissory notes); (v) documents (including warehouse receipts); (vi)
chattel paper (including electronic chattel paper and tangible chattel paper);
(vii) inventory, including raw materials, work in process, or materials used or
consumed in Debtor's business, items held for sale or lease or furnished or to
be furnished under contracts of service, sale or lease, goods that are returned,
reclaimed or repossessed; (viii) goods of every nature, including
stock-in-trade, goods on consignment, standing timber that is to be cut and
removed under a conveyance or contract for sale, the unborn young of animals,
crops grown, growing, or to be grown, manufactured homes, computer programs
embedded in such goods and farm products; (ix) equipment, including machinery,
vehicles and furniture; (x) fixtures; (xi) agricultural liens; (xii)
as-extracted collateral; (xiii) commercial tort claims, if any; (xiv) letter of
credit rights; (xv) general intangibles, of every kind and description,
including payment intangibles, software, computer information, source codes,
object codes, records and data, all existing and future customer lists, choses
in action, claims (including claims for indemnification or breach of warranty),
books, records, patents and patent applications, copyrights, trademarks, trade
names, trade styles, trademark applications, goodwill, blueprints, drawings,
designs and plans, trade secrets, contracts, licenses, license agreements,
formulae, tax and any other types of refunds, returned and unearned insurance
premiums, rights and claims under insurance policies; (xvi) all supporting
obligations of all of the foregoing property; (xvii) all property of the Debtor
now or hereafter in the Lender's possession or in transit to or from, or under
the custody or control of, the Lender or any affiliate thereof; (xviii) all cash
and cash equivalents thereof; (xix) all stock and (xx) all cash and noncash
proceeds (including insurance proceeds) of all of the foregoing property, all
products thereof and all additions and accessions thereto, substitutions
therefore and replacements thereof.

      3. Covenants of Debtor. The Debtor agrees and covenants as follows:

            a.    Payment of Principal and Interest.  The Debtor shall
                  promptly pay when due the principal of and interest on the
                  indebtedness evidenced by the Note, any prepayment and late
                  charges provided in the Note, and all other sums secured by
                  this Agreement.


                                       -1-
<PAGE>
            b.    Corporate Existence.  The Debtor is a corporation duly
                  organized and existing under the laws of the state of
                  Wisconsin and is duly qualified in every other state in
                  which it is doing business.

            c.    Corporate Authority. The execution, delivery, and performance
                  of this Agreement and the execution and payment of the Note
                  are within Debtor's corporate powers, have been duly
                  authorized, and are not in contravention of law or the terms
                  of the Debtor's articles of incorporation and bylaws, or of
                  any indenture, agreement, or undertaking to which the Debtor
                  is a party or by which it is bound.

            d.    Ownership of Collateral.  The Debtor is the sole owner of
                  the Collateral and will defend the Collateral against the
                  claims and demands of all other persons at any time
                  claiming the same or any interest therein.

            e.    Borrowing Limit.  Debtor agrees that at no time shall the
                  sum of (i) the amount Debtor owes to Spectrum under the
                  Spectrum Credit Agreement and (ii) the principal amount of
                  the Note, be more than 80% of the value of the Collateral.

      4. Use of Collateral. Until default, debtor may use the collateral in any
lawful manner not inconsistent with this Agreement or with the terms or
conditions of insurance, and may sell the collateral in the ordinary course of
business. A sale in the ordinary course of business does not include a transfer
in partial or total satisfaction of a debt.

      5. Perfection of Security Interest. The Debtor agrees to execute and file
financing statements, and do whatever may be necessary under the applicable
Uniform Commercial Code in each state where the Collateral is located, to
perfect and continue the Secured Party's interest in the Collateral, all at the
Debtor's expense.


                                       -2-
<PAGE>
      6. Taxes and Assessments. The Debtor will pay or cause to be paid promptly
when due all taxes and assessments on the Collateral, this Agreement, and the
Note. The Debtor may, however, withhold payment of any tax assessment or claim
if a good faith dispute exists as to the obligation to pay.

      7. Application of Payments. Unless applicable law provides otherwise, all
payments received by the Secured Party from the Debtor under the Note and/or
this Agreement shall be applied by the Secured Party in the following order of
priority: (i) principal of the Note in the manner provided therein; (ii)
interest payable on the Note in the manner provided therein; and (iii) any other
sums secured by this Agreement in such order as the Secured Party, at the
Secured Party's option, may determine.

      8. Protection of Secured Party's Security. If the Debtor fails to perform
the covenants and agreements contained or incorporated in this Agreement, or if
any action or proceeding is commenced which affects the Collateral or title
thereto or the interest of the Secured Party therein, including, but not limited
to insolvency or arrangements or proceedings involving a bankrupt or decedent,
then the Secured Party, at the Secured Party's option, may make such appearance,
disburse such sums, and take such action as the Secured Party deems necessary,
in its sole discretion, to protect the Secured Party's interest, including but
not limited to (i) disbursement of attorneys' fees, (ii) entry upon the Debtor's
property to make repairs to the Collateral, and (iii) procurement of
satisfactory insurance. Any amounts disbursed by Secured Party pursuant to this
Paragraph, with interest thereon, shall become additional indebtedness of the
Debtor secured by this Agreement. Unless the Debtor and the Secured Party agree
to other terms of payment, such amounts shall be immediately due and payable and
shall bear interest from the date of disbursement at the default rate stated in
the Note unless collection from the Debtor of interest at such rate would be
contrary to applicable law, in which event such amounts shall bear interest at
the highest rate which may be collected from the Debtor under applicable law.
Nothing contained in this Paragraph shall require the Secured Party to incur any
expense or take any action.

      9. Reports; Inspection. Debtor shall deliver to Myles L. Tobin, as Agent
for the Secured Party, all reports that it provides to Spectrum pursuant to the
Spectrum Credit Agreements. The Secured Party may make or cause to be made
reasonable entries upon and inspections of the Debtor's premises to inspect the
Collateral.

      10. Debtor and Lien Not Released. From time to time, the Secured Party
may, at the Secured Party's option, without giving notice to or obtaining the
consent of the Debtor, the Debtor's successors or assigns or of any other lien
holder or guarantors, without liability on the Secured Party' part, and
notwithstanding the Debtor's breach of any covenant or agreement of the Debtor
in this Agreement, extend the time for payment of said indebtedness or any part
thereof, reduce the payments thereon, accept a renewal note or notes therefor,
modify the terms and the time of payment of said indebtedness, release from the
lien of this Agreement any part of the Collateral, take or release other or
additional security, reconvey any part of the Collateral, join in any extension
or subordination agreement, and agree in writing with the Debtor to modify the
rate of interest of the Note. Any actions taken by the Secured Party pursuant to
the terms of this Paragraph shall not affect the obligation of the Debtor or the
Debtor's successors or assigns to pay the sums secured by this Agreement and to
observe the covenants of the Debtor contained herein, shall not affect the
guaranty of any person, corporation, partnership, or other entity for payment of
the indebtedness secured hereby, and shall not affect the lien or priority of
lien hereof on the Collateral. The Debtor shall pay the Secured Party a
reasonable service charge, together with such insurance premiums and attorneys'
fees as may be incurred at the Secured Party's option for any such action if
taken at the Debtor's request.

      11. Forbearance by Secured Party Not a Waiver. Any forbearance by the
Secured Party in exercising any right or remedy hereunder, or otherwise afforded
by applicable law, shall not be a waiver of or preclude the exercise of any
right or remedy. The acceptance by the Secured Party of payment of any sum
secured by this Agreement after the due date of such payment shall not be a
waiver of the Secured Party's right to either require prompt payment when due of
all other sums so secured or to declare a default for failure to make prompt
payment. The procurement of insurance or the payment of taxes or other liens or
charges by the Secured Party shall not be a waiver of the Secured Party's right
to accelerate the maturity of the indebtedness secured by this Agreement, nor
shall the Secured Party's receipt of any awards, proceeds or damages as provided
in this Agreement operate to cure or waive the Debtor's default in payment of
sums secured by this Agreement.


                                       -3-
<PAGE>
      12. Uniform Commercial Code Security Agreement. This Agreement is intended
to be a security agreement pursuant to the Uniform Commercial Code for any of
the items specified above as part of the Collateral which, under applicable law,
may be subject to a security interest pursuant to the Uniform Commercial Code,
and the Debtor hereby grants the Secured Party a security interest in said
items. The Debtor agrees that the Secured Party may file any appropriate
document in the appropriate index as a financing statement for any of the items
specified above as part of the Collateral. In addition, the Debtor agrees to
execute and deliver to the Secured Party, upon the Secured Party's request, any
financing statements, as well as extensions, renewals and amendments thereof,
and reproductions of this Agreement in such form as the Secured Party may
require to perfect a security interest with respect to said items. By its
signature hereon, the Debtor hereby irrevocably authorizes the Secured Party to
execute (on behalf of the Debtor) and file against the Debtor one or more
financing, continuation or amendment statements pursuant to the Uniform
Commercial Code in form satisfactory to the Secured Party. The Debtor shall pay
all costs of filing such financing statements and any extensions, renewals,
amendments, and releases thereof, and shall pay all reasonable costs and
expenses of any record searches for financing statements the Secured Party may
reasonably require. Without the prior written consent of the Secured Party, the
Debtor shall not create or suffer to be created pursuant to the Uniform
Commercial Code any other security interest in the Collateral, including
replacements and additions thereto. Upon the occurrence of an event of default,
the Secured Party shall have the remedies of a secured party under the Uniform
Commercial Code and, at the Secured Party's option, may also invoke the other
remedies provided in this Agreement as to such items. In exercising any of said
remedies, the Secured Party may proceed against the items of personal property
specified above as part of the Collateral separately or together and in any
order whatsoever, without in any way affecting the availability of the Secured
Party's remedies under the Uniform Commercial Code or of the other remedies
provided in this Agreement.

      13. Events of Default. The Debtor shall be in default under this Agreement
when any of the following events or conditions occurs:

            a.    Default Under Note. The Debtor or Active Link Communications,
                  Inc. shall be in default under the Note or under the Spectrum
                  Credit Agreement.

            b.    Failure to Comply with Terms of this Agreement. The Debtor or
                  Active Link Communications, Inc. fails to comply with any
                  term, obligation, covenant, or condition contained in this
                  Agreement, within 10 days after receipt of written notice from
                  the Secured Party demanding such compliance.

            c.    False Warranty, Covenant, or Representation. Any warranty,
                  covenant, or representation made to the Secured Party by the
                  Debtor or Active Link Communications, Inc. under this
                  Agreement, proves to have been false in any material respect
                  when made or furnished.

            d.    Levy, Seizure, Attachment, Lien, or Encumbrance on Collateral.
                  Any levy, seizure, attachment, lien, or encumbrance of or on
                  the Collateral which is not discharged by the Debtor or Active
                  Link Communications, Inc. within 10 days or, any sale,
                  transfer, or disposition of any interest in the Collateral,
                  other than in the ordinary course of business, without the
                  written consent of the Secured Party.

      14. Acceleration in Case of Borrower's Insolvency. If the Debtor or Active
Link Communications, Inc. shall voluntarily file a petition under the federal
Bankruptcy Act, as such Act may from time to time be amended, or under any
similar or successor federal statute relating to bankruptcy, insolvency,
arrangements or reorganizations, or under any state bankruptcy or insolvency
act, or file an answer in an involuntary proceeding admitting insolvency or
inability to pay debts, or if the Debtor or Active Link Communications, Inc.
shall be adjudged a bankrupt, or if a trustee or receiver shall be appointed for
the Debtor's or Active Link Communication, Inc.'s property, or if the Collateral
shall become subject to the jurisdiction of a federal bankruptcy court or
similar state court, or if the Debtor or Active Link Communications, Inc. shall
make an assignment for the benefit of its creditors, or if there is an
attachment, receivership, execution or other judicial seizure, then the Secured
Party may, at the Secured Party's option, declare all of the sums secured by
this Agreement to be immediately due and payable without prior notice to the
Debtor or Active Link Communications, Inc., and the Secured Party may invoke any


                                       -4-
<PAGE>
remedies permitted by this Agreement. Any attorneys' fees and other expenses
incurred by the Secured Party in connection with the Debtor's or Active Link
Communications, Inc.'s bankruptcy or any of the other events described in this
Paragraph shall be additional indebtedness of the Debtor secured by this
Agreement.

      15.   Rights of Secured Party.

            a.    Disposition of Collateral.  Upon default, the Secured Party
                  may require the Debtor to assemble the Collateral and make
                  it available to the Secured Party at the place to be
                  designated by the Secured Party that is reasonably
                  convenient to both parties.  The Secured Party may sell all
                  or any part of the Collateral as a whole or in parcels
                  either by public auction, private sale, or other method of
                  disposition.  The Secured Party may bid at any public sale
                  on all or any portion of the Collateral.  Unless the
                  Collateral is perishable or threatens to decline speedily
                  in value or is of the type customarily sold on a recognized
                  market, the Secured Party shall give the Debtor reasonable
                  notice of the time and place of any public sale or of the
                  time after which any private sale or other disposition of
                  the Collateral is to be made, and notice given at least 10
                  days before the time of the sale or other disposition shall
                  be conclusively presumed to be reasonable.  A public sale
                  in the following fashion shall be conclusively presumed to
                  be reasonable:

                  (i)   Notice shall be given at least 10 days before the date
                        of sale by publication once in a newspaper of general
                        circulation published in the county in which the sale is
                        to be held;

                  (ii)  The sale shall be held in a county in which the
                        Collateral or any part is located or in a county in
                        which the Debtor has a place of business;

                  (iii) Payment shall be in cash or by certified check
                        immediately following the close of the sale;

                  (iv)  The sale shall be by auction, but it need not be by a
                        professional auctioneer.

            b.    No Obligation to Dispose of Collateral.  Notwithstanding
                  any provision of this Agreement, the Secured Party shall be
                  under no obligation to offer to sell the Collateral.  In
                  the event the Secured Party offers to sell the Collateral,
                  the Secured Party will be under no obligation to consummate
                  a sale of the Collateral if, in its reasonable business
                  judgment, none of the offers received by it reasonably
                  approximates the fair value of the Collateral.

            c.    Retention of Collateral. In the event the Secured Party elects
                  not to sell the Collateral, the Secured Party may elect to
                  follow the procedures set forth in the Uniform Commercial Code
                  for retaining the Collateral in satisfaction of the Debtor's
                  obligation, subject to the Debtor's rights under such
                  procedures.

            d.    Appointment of Receiver.  In addition to the rights under
                  this Agreement and/or the Sales/Loan Agreement, in the
                  event of a default by the Debtor, the Secured Party shall
                  be entitled to the appointment of a receiver for the
                  Collateral as a matter of right whether or not the apparent
                  value of the Collateral exceeds the outstanding principal
                  amount of the Note and any receiver appointed may serve
                  without bond.  Employment by the Secured Party shall not
                  disqualify a person from serving as receiver.

      16. Waiver of Statute of Limitations. Debtor hereby waives the right to
assert any statute of limitations as a bar to the enforcement of the lien of
this Agreement or to any action brought to enforce the Note or any other
obligation secured by this Agreement.


                                       -5-
<PAGE>
      17. Waiver of Marshalling. Notwithstanding the existence of any other
security interest in the Collateral held by the Secured Party or by any other
party, the Secured Party shall have the right to determine the order in which
any or all of the Collateral shall be subjected to the remedies provided by this
Agreement. The Secured Party shall have the right to determine the order in
which any or all portions of the indebtedness secured by this Agreement are
satisfied from the proceeds realized upon the exercise of the remedies provided
in this Agreement. The Debtor, any party who consents to this Agreement, and any
party who now or hereafter acquires a security interest in the Collateral and
who has actual or constructive notice of this Agreement, hereby waives any and
all right to require the marshalling of assets in connection with the exercise
of any of the remedies permitted by applicable law or by this Agreement.

      18. Provisions of Agreement. In case of a breach by the Debtor of the
covenants and conditions of this Agreement, the Secured Party at the Secured
Party's option (i) may invoke any of the rights or remedies provided in the
Agreement, (ii) may accelerate the sums secured by this Agreement and invoke the
remedies provided in this Agreement or, (iii) may do both.

      19.   Remedies Cumulative.  Each remedy provided in this Agreement is
distinct and cumulative to all other rights or remedies under this Agreement
or afforded by law or equity, and may be exercised concurrently,
independently, or successively, in any order whatsoever.

      20. Notices. Any notices or other communications required or permitted to
be given by this Agreement or any other documents and instruments referred to
herein must be (i) given in writing and personally delivered, or sent by
overnight service, such as FedEx, or (ii) made by telex or facsimile
transmission delivered or transmitted to the party to whom such notice or
communication is directed, with confirmation thereupon given in writing and
personally delivered or mailed by prepaid certified or registered mail.

      If to Debtor:

      Mobility Concepts, Inc.
      1840 Centre Point Circle
      Naperville, IL  60563
      Telephone:  (630) 955-9755
      Facsimile:  (630) 955-9756
      Attn:  President

      with a copy to:

      David H. Drennen, Esq.
      Neuman & Drennen LLC
      4643 South Ulster Street
      Suite 800
      Denver, Colorado 80012
      Telephone:  (303) 221-4700
      Facsimile:  (303) 226-4115

      If to Secured Party:

      Integrated Mobile Solutions, LLC
      1840 Centre Point Circle
      Naperville, IL  60563
      Telephone:  (630) 863-5561
      Facsimile:  (630) 955-9756
      Attn: James Miloch


                                       -6-
<PAGE>
      with a copy to:

      Myles L. Tobin, Esq.
      Fletcher & Sippel LLC
      29 N. Wacker Drive
      Suite 920
      Chicago, IL  60606-2875
      Telephone:  (312) 252-1502
      Facsimile: (312) 252-2400

Any notice delivered personally in the manner provided herein will be deemed
given to the party to whom it is directed upon the party's (or its agent's)
actual receipt. Any notice addressed and mailed in the manner provided herein
will be deemed given to the party to whom it is addressed at the close of
business, local time of the recipient, on the fourth business day after the day
it is placed in the mail, or, if earlier, the time of actual receipt.

      21. Law Governing. This Agreement shall be governed by and construed in
accordance with the laws of the State of Illinois without reference to conflict
of laws principles. Jurisdiction and venue shall lie in federal and state courts
in Cook County, Illinois.

      22. Titles and Captions. All paragraph titles or captions contained in
this Agreement are for convenience only and shall not be deemed part of the
context nor effect the interpretation of this Agreement.

      23. Entire Agreement. This Agreement and the Note and other agreements
executed contemporaneously hereto contain the entire understanding between and
among the parties and supersede any prior understandings and agreements among
them respecting the subject matter of this Agreement.

      24. Agreement Binding. This Agreement shall be binding upon the heirs,
executors, administrators, successors, and assigns of the parties hereto.

      25. Computation of Time. In computing any period of time pursuant to this
Agreement, the day of the act, event or default from which the designated period
of time begins to run shall be included, unless it is a Saturday, Sunday or a
legal holiday, in which event the period shall begin to run on the next day
which is not a Saturday, Sunday or legal holiday, in which event the period
shall run until the end of the next day thereafter which is not a Saturday,
Sunday or legal holiday.

      26. Pronouns and Plurals. All pronouns and any variations thereof shall be
deemed to refer to the masculine, feminine, neuter, singular or plural as the
identity of the person or persons may require.

      27. Presumption. This Agreement or any paragraph thereof shall not be
construed against any party due to the fact that said Agreement or any paragraph
thereof was drafted by said party.

      28. Further Action. The parties hereto shall execute and deliver all
documents, provide all information and take or forbear from all such action as
may be necessary or appropriate to achieve the purposes of this Agreement.

      29. Parties in Interest. Nothing herein shall be construed to be to the
benefit of any third party, nor is it intended that any provision shall be for
the benefit of any third party.

      30. Savings Clause. If any provision of this Agreement, or the application
of such provision to any person or circumstance, shall be held invalid, the
remainder of this Agreement, or the application of such provision to persons or
circumstances other than those as to which it is held invalid, shall not be
affected thereby.

Dated:  June 20, 2003.


                                       -7-
<PAGE>
                                    DEBTOR:

                                    MOBILITY CONCEPTS, INC.


                                    By:
                                        --------------------------------
                                          William D. Kelly
                                          Chief Financial Officer


                                    SECURED PARTY:

                                          INTEGRATED MOBILE SOLUTIONS, LLC

                                    By:
                                        -------------------------------
                                          James Miloch
                                          Manager


                                       -8-
<PAGE>
                                    EXHIBIT A
                                      NOTE

<TABLE>
<CAPTION>
NAME                                  PRINCIPAL AMOUNT          DATE
<S>                                   <C>                   <C>
Integrated Mobile Solutions, LLC         $300,000.00        June 20, 2003
</TABLE>


                                       -9-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.(P.5)
<SEQUENCE>16
<FILENAME>d07063exv10wxpw5y.txt
<DESCRIPTION>AGREEMENT DATED 6/20/03
<TEXT>
<PAGE>
                                                ACTIVE LINK COMMUNICATIONS, INC.
                                                                     FORM 10-KSB

                                                                EXHIBIT 10 (p.5)

                                    AGREEMENT

      This Agreement is made as of June 20, 2003, among Spectrum Commercial
Services Company, a Minnesota corporation, Renaissance US Growth & Income Trust
PLC, a public limited company registered in England and Wales, Renaissance
Capital Growth & Income Fund III, Inc., a Texas corporation, Alan I. Goldberg
and Robert Nieder (hereinafter collectively "DEBTORS") and Integrated Mobile
Solutions, LLC ("INVESTOR") who has loaned or will loan Active Link
Communications, Inc. and Mobility Concepts, Inc. (hereinafter collectively
"ACVE") a total of $300,000 (the "INVESTOR'S Loan").

      WHEREAS, DEBTORS and ACVE have entered into certain Security Agreements;
and

      WHEREAS, the Security Agreements provide that ACVE shall not incur or
permit to exist any indebtedness, secured or unsecured, for money borrowed
without DEBTORS' written consent.

      NOW THEREFORE, DEBTORS and ACVE agree as follows:

      1. DEBTORS consent to ACVE's borrowing of the $300,000 from INVESTOR, and
to ACVE's grant of the security interest to INVESTOR.

      2. INVESTOR hereby agrees that any security interest which INVESTOR may
now hold or may at anytime hereafter acquire in the Collateral (defined below)
is, shall be and shall remain fully subordinate for all purposes to any security
interest now held by DEBTORS in any or all of the Collateral, except for the
security interest in the Stock. "Collateral" as used herein refers to all
property of ACVE whatsoever, including, without limitation: (a) all of ACVE's
inventory, whether now owned or hereafter acquired and wherever located, (b) all
of ACVE's equipment, whether now owned or hereafter acquired and wherever
located, (c) all of ACVE's chattel paper, purchase orders, purchase order
contracts, accounts and accounts receivable, whether now existing or hereafter
arising, and all other rights to payment of every type and description, whether
now existing or hereafter arising,; (d) all of ACVE's general intangibles,
deposit accounts, money, cash and the like, whether now owned or existing or
hereafter acquired or arising; (e) all investment property and (f) proceeds
(including insurance proceeds) of all of the above.

      3. Except with respect to the Mobility Concepts, Inc. Stock, INVESTOR will
not exercise collection rights as to any Collateral, will not take possession
of, collect, sell or dispose of any Collateral, will not claim recoupment,
setoff, or any defense or counterclaim against any Collateral, and will not
exercise or enforce any other right or remedy available to the undersigned upon
default, without DEBTORS' prior written consent, for a period of 30 days from
the date that DEBTORS receive notice of an event of default that declared by the
INVESTOR.

      4. Except with respect to the Mobility Concepts, Inc. Stock, DEBTORS may
exercise collection rights, may take possession of, and may sell, collect or
dispose of Collateral, and/or may exercise and enforce any other right or remedy
available with respect to Collateral, all without notice to or consent by
anyone, except that notice will be provided to INVESTOR within a reasonable time
after commencement of any material collection effort or as otherwise
specifically required by law. DEBTORS may apply the proceeds of Collateral to
any indebtedness secured by their security interest, in any order of
application, and shall remit any excess proceeds or any other sums to INVESTOR
without being


                                      -1-
<PAGE>

obligated to assure that any such proceeds or sums are applied to the
satisfaction of INVESTOR's subordinated security interest in any Collateral,
except as specifically required by law.

      5. Neither INVESTOR nor DEBTORS (i) makes any representation or warranty
concerning the Collateral or the validity, perfection or (except as to the
subordination effected hereby) priority of any security interest therein; or
(ii) shall have any duty to preserve, protect, care for, insure, take possession
of, collect, dispose of or otherwise realize upon any Collateral except as
otherwise described in this Agreement.

      6. Except for its priority security interest in the Mobility Concepts,
Inc. Stock, INVESTOR waives its priority available to INVESTOR by law with
respect to any pre-existing security interest in the Collateral with respect to
DEBTORS only, but the priority or parity of the rights and claims of INVESTOR
and DEBTORS as general creditors of ACVE (rather than as secured parties) shall
not be affected or impaired by this Agreement.

      8. The terms of this Agreement which relate to the relative priorities of
the security interests of INVESTOR and DEBTORS are solely for the benefit of
such parties and their respective successors and assigns, and no other person
shall have any right, benefit or priority under or because of such provision.

      9. This Agreement is made under and shall be interpreted under the laws of
the State of Illinois, without reference to conflict of laws principles.
Jurisdiction and venue shall lie in federal and state courts in Chicago,
Illinois. It cannot be waived, changed or ended, except by a writing signed by
the party to be bound thereby. This Agreement shall be binding upon INVESTOR and
the successors and assigns of INVESTOR and shall inure solely to the benefit of
DEBTORS and their successors and assigns. INVESTOR and DEBTORS each agree that
any successor or assign of their respective interest in their respective
collateral will be given written notice of this agreement, prior to the time of
purchase, transfer or assignment, and that any such successor or assignee will
in all respects be subject to and bound by this Agreement. Should DEBTORS find
it necessary to retain counsel to enforce their rights hereunder, DEBTORS shall
recover their attorneys' fees and expenses. A facsimile/telecopied signature
hereon shall be as effective as an original.

      10. INVESTOR and DEBTORS hereby agree that upon request by the other, they
will provide information regarding their financial transactions with ACVE, as
well as ACVE financial performance information which has been provided by ACVE.
ACVE hereby acknowledges and agrees to the terms of this Agreement including,
but not limited to the release of all information regarding its operations,
financial performance, payment of taxes and any and all other information
provided by DEBTORS or INVESTOR to the other and hereby releases and holds
DEBTORS and INVESTOR harmless from any claims, actions, damages, or liabilities
arising from the provisions of this Agreement.



                                      -2-
<PAGE>



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

SPECTRUM COMMERCIAL SERVICES COMPANY

By:
    -------------------------------------------------
         Its
             ----------------------------------------

ACTIVE LINK COMMUNICATIONS, INC.

By:
    -------------------------------------------------
         Its
             ----------------------------------------

RENAISSANCE CAPITAL GROWTH & INCOME FUND III, INC.

By:      Renaissance Capital Group, Inc.,
         Investment Adviser

         By:________________________
         Russell Cleveland, President and
         Chief Executive Officer

RENAISSANCE US GROWTH & INCOME TRUST PLC

By:      ___________________________
         Russell Cleveland, Director

         ----------------------------
         ALAN I. GOLDBERG

         ----------------------------
         ROBERT NIEDER

MOBILITY CONCEPTS, INC.

By:      ___________________________



INTEGRATED MOBILE SOLUTIONS, LLC

By:
         --------------------------------------------
         James Miloch
         Manager


                                      -3-


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.(Q)
<SEQUENCE>17
<FILENAME>d07063exv10wxqy.txt
<DESCRIPTION>LETTER OF INTENT DATED 7/14/03
<TEXT>
<PAGE>
                                                ACTIVE LINK COMMUNICATIONS, INC.
                                                                     FORM 10-KSB
                                                                  EXHIBIT 10 (Q)


                       INTEGRATED MOBILITY SOLUTIONS, LLC


July 14, 2003

Timothy A. Ells
President
Active Link Communications, Inc.
1840 Centre Point Circle
Naperville, IL  60563

Dear Tim:

The purpose of this letter is to confirm our various discussions regarding plans
for Integrated Mobile Solutions, LLC ("IMS") to invest in the securities of
Active Link Communications, Inc. ("Active Link"). IMS has provided bridge
financing to Active Link and its wholly-owned subsidiary, Mobility Concepts,
Inc. ("Mobility"). IMS expects to continue to monitor the progress of Active
Link and Mobility in making arrangements with their creditors, consisting of
substantial concessions or discounts of accounts payable, extended payment terms
and/or conversions of debt into equity.

IMS intends to seek to obtain private financing for purposes of furthering IMS's
intended business activities, separate from Active Link and Mobility, and in
investing in the common stock of Active Link. IMS is making plans to raise in
excess of $1,500,000 for purposes of investing between $1,500,000 and $2,000,000
in Active Link's securities. There can be no assurance that IMS will be able to
raise these funds. In addition, IMS will not make an investment in Active Link
unless the arrangements with creditors of Active Link and Mobility are
satisfactory to IMS, and there has been no material adverse change in the
business, business prospects or financial condition of Active Link and Mobility.

Although we have no firm arrangements regarding price, we have discussed a
private sale by Active Link to IMS of up to 50,000,000 shares of Active Link's
common stock at a price that approximates a 50% discount to Active Link's then
current trading price, but not less than $.04 per share. We agree to make a good
faith effort to arrive at a reasonable purchase price. We understand that Active
Link may not have a sufficient number of authorized, but unissued and unreserved
shares, to issue all of the shares that we may agree to purchase. The shares
which may not be issued will be represented by a convertible promissory note
providing for mandatory conversion upon Active Link shareholder approval of an
amendment to the Articles of Incorporation increasing the authorized number of
common shares.

It is understood that any purchase agreement will include standard
representations and warranties by Active Link as well as other customary
provisions. It is also understood that this letter merely expresses our mutual
intent to proceed with a financing transactions, but does not create any legal
obligations for any party.

<PAGE>


If this correctly sets forth our intentions, please so indicate by signing below
and returning one signed copy to me. We are hopeful that we will be able to
conclude this transaction.





By:
   -----------------------------------
   James Miloch, Manager


UNDERSTOOD AND AGREED:

ACTIVE LINK COMMUNICATIONS, INC.


By:
   -----------------------------------
   Timothy A.  Ells, President

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>18
<FILENAME>d07063exv99w1.txt
<DESCRIPTION>SECTION 906 CERTIFICATIONS
<TEXT>
<PAGE>
                                                ACTIVE LINK COMMUNICATIONS, INC.
                                                                     FORM 10-KSB

                                                                    EXHIBIT 99.1

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

      In connection with the Annual Report on Form 10-KSB (the "Report") of
Active Link Communications, Inc. (the "Company") for the year ended March 31,
2003, each of the undersigned Timothy A. Ells, the Chief Executive Officer of
the Company, and William D. Kelly, the Chief Financial Officer of the Company,
hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of the
undersigned's knowledge and belief:

      (1) the Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

      (2) the information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.

Dated:  July 15, 2003            /s/ Timothy A. Ells
                                 -----------------------------------------------
                                 Timothy A. Ells, President and Chief Executive
                                 Officer


Dated:  July 15, 2003            /s/ William D. Kelly
                                 -----------------------------------------------
                                 William D. Kelly, Vice President and
                                 Chief Financial Officer

                                    * * * * *


A signed original of this written statement required by Section 906 has been
provided to Active Link Communications, Inc. and will be retained by Active Link
Communications, Inc. and furnished to the Securities and Exchange Commission or
its staff upon request.

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