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

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

                                 PROMISSORY NOTE

$125,000                                                     Englewood, Colorado
                                                               November 26, 2001

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

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

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

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

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

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

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

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





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

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

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

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

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

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

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



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

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

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

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

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

         c.       Dissolution, liquidation or termination of Company.

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

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

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

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

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




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

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

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

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

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


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

                                  ACTIVE LINK COMMUNICATIONS, INC.
                                     a Colorado corporation



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



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