EMPLOYMENT AGREEMENT


     THIS EMPLOYMENT AGREEMENT (the "Agreement") is entered into as of September
2nd, 1997, by and between OneLink Communications,  Inc., a Minnesota corporation
(the  "Company"),  and Paul  Lidsky,  an  individual  resident  of the  State of
Minnesota ("Executive").

     WHEREAS,  the Company wishes to employ Executive to render services for the
Company on the terms and conditions set forth in this  Agreement,  and Executive
wishes to be retained and employed by the Company on such terms and conditions.

     NOW,  THEREFORE,  in  consideration  of the  premises  and  the  respective
undertakings  of the  Company and  Executive  set forth  below,  the Company and
Executive agree as follows:

     1. Employment.  The Company hereby employs Executive, and Executive accepts
such employment and agrees to perform  services for the Company,  for the period
and upon the other terms and conditions set forth in this Agreement.

     2. Term.  Unless terminated at an earlier date in accordance with Section 9
of this Agreement,  the term of Executive's  employment hereunder shall be for a
period of two (2) years,  commencing on the date of this Agreement.  Thereafter,
the term of this Agreement  shall be  automatically  extended for successive one
(1) year periods unless either party objects to such extension by written notice
to the other party at least sixty (60) days prior to the end of the initial term
or any extension term.

     3. Position and Duties.

                  3.01 Service with Company.  During the term of this Agreement,
Executive  agrees to perform such reasonable  employment  duties as the Board of
Directors of the Company shall assign to him from time to time.  Executive shall
have the  title of  President  and Chief  Executive  Officer  and  shall  report
directly to the Board of  Directors.  Executive  also  agrees to serve,  for any
period for which he is elected,  as a director of the Company,  any committee of
the Board and as an officer  and/or  director of any  subsidiary of the Company;
provided,  however,  that  Executive  shall not be  entitled  to any  additional
compensation for serving as such a director, committee member or an officer.

                  3.02  Performance  of Duties.  Executive  agrees to devote his
full time,  attention  and  efforts to the  business  and affairs of the Company
during the term of this Agreement.  Executive  represents to the Company that he
is under no contractual commitments  inconsistent with his obligations set forth
in this  Agreement,  and that  during  the term of this  Agreement,  he will not
render or perform  services for any other  corporation,  firm,  entity or person
which are  inconsistent  with the provisions of this Agreement,  except with the
prior written consent of the Board of Directors of the Company.

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     4. Compensation.

                  4.01 Base Salary.  As base compensation for all services to be
rendered by  Executive  under this  Agreement  during the  initial  term of this
Agreement (unless earlier terminated as provided herein),  the Company shall pay
to Executive a base salary of twelve thousand five hundred dollars ($12,500) per
month,  which  salary  shall be paid in  accordance  with the  Company's  normal
payroll  procedures and policies.  The salary  payable to Executive  during each
subsequent  year during the term of this  Agreement  shall be established by the
Company's Board of Directors  following an annual performance  review, but in no
event shall the salary for any subsequent year be less than the salary in effect
for the prior year.

                  4.02  Incentive  Compensation.  In addition to the base salary
described in Section  4.01,  for the initial term of this  Agreement,  Executive
shall be eligible  for an annual cash bonus of up to 50% of  Executive's  annual
base  salary  payable  within 90 days  following  the  anniversary  date of this
Agreement  on  the  condition  that  Executive   successfully  achieves  certain
milestones  for the progress and  development of the Company and its services as
determined  by the sole  discretion  of the Board of  Directors  of the Company.
These  milestones  shall be determined by the mutual  agreement of Executive and
the Board of  Directors  within  the first  sixty  (60) days of the term of this
Agreement and may be adjusted by mutual agreement of the Executive and the Board
of Directors.  Notwithstanding the foregoing, one half of the first year's bonus
equal  to  $37,500  shall  be paid to the  Executive  on  February  28,  1998 if
Executive is employed on that date,  without  regard to the  achievement  of any
performance criteria.

                  4.03  Participation in Benefit Plans.  Executive shall also be
entitled to  participate  in all employee  benefit plans or programs  (including
vacation time, and health, life and disability  insurance) of the Company to the
extent  that  his  position,  title,  tenure,  salary,  age,  health  and  other
qualifications  make him eligible to participate.  Commencing on the date hereof
and on each anniversary of this Agreement during the term of the Agreement,  the
Executive  shall  accrue two weeks'  vacation,  which shall be taken  during the
following  year.  The Company does not guarantee the adoption or  continuance of
any  particular  employee  benefit  plan  or  program  during  the  term of this
Agreement,  and Executive's  participation  in any such plan or program shall be
subject  to  the   provisions,   rules  and  regulations   applicable   thereto.
Notwithstanding  the  foregoing,  the Company shall pay 100% of the premium cost
associated with participation by the Executive,  his spouse and other dependents
in a health plan. Until such time as the Executive commences  participation in a
Company sponsored health plan, the Executive shall either maintain  continuation
coverage under his prior employer's  health plan or an individual health plan as
agreed to by the Executive and the Company.

                  4.04 Expenses. The Company will pay or reimburse Executive for
all  reasonable  and  necessary  out-of-pocket  expenses  incurred by him in the
performance of his duties under this  Agreement,  subject to the  presentment of
appropriate  vouchers in  accordance  with the  Company's  normal  policies  for
expense  verification.  These  expenses  shall  include,  but not be limited to,

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reasonable  industry  association  membership  dues,  portable  phone,  computer
equipment and reasonable entertainment expenses. Company shall, in addition, pay
Executive $450 per month to cover all costs associated with a private automobile
selected by Executive, including, but not limited to, lease costs, gas, repairs,
general maintenance and insurance.

                  4.05 Initial Stock Option.  Concurrently with the execution
of this Agreement, the Company shall issue to Executive an option to purchase
shares of the Company's common stock at an exercise price of $1.00 per share as
follows:

         (a)      Up to 200,000  shares,  the  option for which  shall vest at a
                  rate of 50,000 shares per year on the  anniversary of the date
                  of this Agreement and shall vest immediately in the event of a
                  Change in Control as defined in Section 10.04, if Executive is
                  employed by the Company on such dates; and

         (b)      Up to 200,000  shares,  the option for which shall vest on the
                  tenth  anniversary  of this  Agreement  or  earlier  upon  the
                  occurrence of the following events:

                  (i)      50,000 shares immediately upon the end of the first
                           quarter in which the Company experiences an operating
                           profit;

                  (ii)     50,000 shares immediately upon the end of the second
                           of successive quarters in which the Company
                           experiences an operating profit;

                  (iii)    50,000 shares  immediately  upon the end of the first
                           fiscal  year in  which  the  Company  experiences  an
                           operating  profit after the  occurrence  of the first
                           two vesting events; and

                  (iv)     50,000 shares  immediately upon the end of the second
                           of  successive  fiscal  years  in which  the  Company
                           experiences an operating profit.

The option shall qualify as an incentive stock option under the Internal Revenue
Code,  shall be evidenced by a written stock option  agreement to be prepared by
the Company and shall be issued pursuant to and in accordance with the terms and
conditions of the Company's Amended and Restated 1994 Stock Option Plan.

                  4.06  Additional  Stock  Options.  In  addition to the options
granted pursuant to Section 4.05,  Executive shall be eligible to participate in
the Company's stock option plans, in accordance with the terms and conditions of
those plans.  It is the intent of the Company,  solely at the  discretion of the
Board of Directors,  to consider additional grants of stock options to Executive
from time to time, based on the Executive's performance,  the performance of the
Company and the Company's capital needs.

     5. Indemnification. The Company will indemnify the Executive (and his legal
representative or other  successors) to the fullest extent permitted  (including
payment of expenses in advance of final  disposition  of the  proceeding) by the
laws of the State of  Minnesota,  as in effect at the time of the subject act or
omission,  or the  Articles  of  Incorporation  and By-Laws of the Company as in

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effect  at such  time or on the date of this  Agreement,  whichever  affords  or
afforded  greater  protection  to the  Executive;  and the  Executive  shall  be
entitled to the  protection of any  insurance  policies the Company may elect to
maintain  generally for the benefit of its  directors and officers,  against all
costs, charges and expenses whatsoever incurred or sustained by him or his legal
representatives  in connection  with any action,  suit or proceeding to which he
(or his legal  representative or other successors) may be made a party by reason
of his being or having  been a  director,  officer or employee of the Company or
any of its  subsidiaries or his serving or having served any other enterprise as
a director, officer or employee at the request of the Company.

     6.  Confidential  Information.  Except  as  permitted  or  directed  by the
Company's  Board of Directors,  during the term of this Agreement or at any time
thereafter, Executive shall not divulge, furnish or make accessible to anyone or
use in any way  (other  than  in the  ordinary  course  of the  business  of the
Company) any  confidential  or secret  knowledge or  information  of the Company
which Executive has acquired or become acquainted with or will acquire or become
acquainted  with prior to the termination of the period of his employment by the
Company,  whether  developed  by Executive  or by others,  concerning  any trade
secrets, confidential or secret designs, processes,  formulae, plans, devices or
material  (whether or not patented or patentable)  directly or indirectly useful
in any aspect of the business of the Company,  any customer or supplier lists of
the Company,  any  confidential  or secret  development  or research work of the
Company, or any other confidential information or secret aspects of the business
of the Company.  Executive  acknowledges that the  above-described  knowledge or
information  constitutes  a  unique  and  valuable  asset  of  the  Company  and
represents a substantial investment of time and expense by the Company, and that
any disclosure or other use of such knowledge or information  other than for the
sole benefit of the Company would be wrongful and would cause  irreparable  harm
to the Company. The foregoing obligations of confidentiality, however, shall not
apply to any knowledge or information  which (i) is or becomes  available to the
public other than as a result of disclosure by Executive,  (ii) was available to
Executive on a nonconfidential basis prior to the disclosure to Executive by the
Company or (iii) becomes available to Executive on a nonconfidential  basis from
a source other than the Company or its representatives.

     7. Ventures. If, during the term of this Agreement, Executive is engaged in
or  associated  with the planning or  implementing  of any  project,  program or
venture  involving the Company and a third party or parties,  all rights in such
project,  program or venture  shall  belong to the  Company.  Except as formally
approved by the Company's Board of Directors, Executive shall not be entitled to
any interest in such project, program or venture or to any commission,  finder's
fee or other  compensation  in connection  therewith other than the salary to be
paid to Executive as provided in this Agreement.

     8. Noncompetition Covenant.

                  8.01 Agreement Not to Compete.  Executive agrees that,  during
the period of his  employment  by the  Company  and for a period of one (1) year
after the  termination of such employment  (whether such  termination is with or
without  "cause," or whether such  termination is occasioned by Executive or the
Company), he shall not, directly or indirectly, within the United States:

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         a.       be employed by or provide advice or consulting services to, or
                  participate  in  (as  owner,  partner,  stockholder,   member,
                  venturer,  director,  governor,  or  the  like)  any  business
                  engaged  in the  invention,  design,  development,  marketing,
                  selling,  distributing  and/or  manufacturing  of  products or
                  services that compete with products or services  which are, at
                  the time of termination of this Agreement, (i) provided by the
                  Company  to  its  customers,  (ii)  under  development  by the
                  Company,  or (iii) under active  negotiation by the Company to
                  purchase the rights for from another company;

         b.       solicit or recruit any individual employed by the Company for
                  the purpose of being employed by Executive or by any entity
                  on whose behalf he is acting as an agent, representative or
                  employee; or

         c.       influence or attempt to influence customers, suppliers, or
                  vendors of the Company or parties with which the Company does
                  business, to divert their business away from the Company.

                  8.02     Geographic Extent of Covenant.  The obligations of
Executive under Section 8.01 shall apply to each and every state of the United
 States of America.

                  8.03  Limitation  on Covenant.  Ownership by  Executive,  as a
passive investment,  of less than five percent (5%) of the outstanding shares of
capital stock of any  corporation  listed on a national  securities  exchange or
publicly traded in the over-the-counter  market shall not constitute a breach of
this Section 8.

                  8.04  Indirect  Competition.  Executive  further  agrees that,
during the term of this Agreement,  he will not, directly or indirectly,  assist
or  encourage  any other person in carrying  out,  directly or  indirectly,  any
activity that would be  prohibited by the above  provisions of this Section 8 if
such activity were carried out by Executive,  either directly or indirectly; and
in particular Executive agrees that he will not, directly or indirectly,  induce
any  employee of the  Company to carry out,  directly  or  indirectly,  any such
activity.

     9. Patent and Related Matters.

                  9.01  Disclosure  and  Assignment.   Executive  will  promptly
disclose  in writing to the Company  complete  information  concerning  each and
every invention,  discovery,  improvement,  device, design, apparatus, practice,
process,  method, service,  program or product, whether patentable or not, made,
developed,  perfected,  devised,  conceived  or first  reduced  to  practice  by
Executive,  either solely or in  collaboration  with others,  during the term of
this  Agreement,  whether or not during regular  working hours,  relating either
directly or indirectly to the business, products, practices,  services, programs

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or  techniques  of the  Company  (hereinafter  referred  to as  "Developments").
Executive,  to the  extent  that  he  has  the  legal  right  to do  so,  hereby
acknowledges  that  any and all of said  Developments  are the  property  of the
Company  and hereby  assigns  and agrees to assign to the Company any and all of
Executive's   right,  title  and  interest  in  and  to  any  and  all  of  such
Developments.

                  9.02  Limitation on Section 9.01.  The provisions of Section
9.01 shall not apply to any Development meeting the following conditions:

                  (a)      such Development was developed entirely on
                           Executive's own time, and

                  (b)      such Development was made without the use of any
                           Company equipment, supplies, facility or trade secret
                           information; and

                  (c)      such Development does not relate (i) directly to the
                           business of the Company, or (ii) to the Company's
                           actual or demonstrably anticipated research or
                           development, and

                  (d)      such Development does not result from any work
                           performed by Executive for the Company.

                  9.03 Assistance of Executive. Upon request and without further
compensation  therefor,  but at no expense to Executive,  and whether during the
term of this  Agreement  or  thereafter,  Executive  will  do all  lawful  acts,
including,  but not limited to, the execution of papers and lawful oaths and the
giving of  testimony,  that in the opinion of the Company,  its  successors  and
assigns,  may be necessary or desirable  in  obtaining,  sustaining,  reissuing,
extending and enforcing  United  States and foreign  patents,  including but not
limited  to,  design  patents,  on any  and all of  such  Developments,  and for
perfecting,  affirming and recording the Company's  complete ownership and title
thereto,  and to cooperate  otherwise in all  proceedings  and matters  relating
thereto.

                  9.04  Records.  Executive  will keep  complete,  accurate  and
authentic  accounts,  notes, data and records of all Developments,  except those
detailed in Section 9.02 above, in the manner and form requested by the Company.
Such  accounts,  notes,  data and records  shall be the property of the Company,
and, upon its request,  Executive will promptly  surrender same to it or, if not
previously  surrendered upon its request or otherwise,  Executive will surrender
the same,  and all copies  thereof,  to the Company upon the  conclusion  of his
employment.

                  9.05  Obligations,  Restrictions  and  Limitations.  Executive
understands  that the Company may enter into  agreements  or  arrangements  with
agencies of the United States Government, and that the Company may be subject to
laws and regulations which impose  obligations,  restrictions and limitations on
it with respect to  inventions  and patents which may be acquired by it or which
may be  conceived  or  developed  by  employees,  consultants  or  other  agents
rendering  services to it.  Executive  agrees that he shall be bound by all such
obligations,  restrictions  and  limitations  applicable  to any such  invention
conceived or developed by him during the term of this  Agreement  and shall take
any and all further action which may be required to discharge  such  obligations
and to comply with such restrictions and limitations.

<PAGE>

     10. Termination.

                  10.01 Grounds for Termination.  This Agreement shall terminate
prior to the  expiration  of the  initial  term set  forth in  Section  2 or any
extension  thereof in the event that at any time during such initial term or any
extension thereof:

                  (a)      Executive dies, or

                  (b)      Executive becomes disabled (as defined below), or

                  (c)      The Board of Directors of the Company elects to
                           terminate this Agreement for "cause" and notifies
                           Executive in writing of such election, or

                  (d)      The Board of Directors of the Company elects to
                           terminate this Agreement without "cause" and notifies
                           Executive in writing of such election, or

                  (e)      Executive elects to terminate this Agreement and
                           notifies the Company in writing of such election; or

                  (f)      Executive elects to terminate this Agreement:  (i) as
                           a result of a material  breach by the  Company of the
                           terms  of  this  Agreement  provided  the  Executive,
                           within thirty (30) days of such breach, gives written
                           notice to the Company describing in reasonable detail
                           such  breach and the  Company has failed to cure such
                           breach  within  thirty (30) days of such  notice,  or
                           (ii) at any time after 30 days following a "Change in
                           Control" as defined in Section 10.04.

     If this  Agreement is terminated  pursuant to subsection (a) or (b) of this
Section  10.01,  such  termination  shall  be  effective  immediately.  If  this
Agreement is  terminated  pursuant to  subsection  (c),  (d), (e) or (f) of this
Section  10.01,  such  termination  shall be  effective  thirty  (30) days after
delivery of the notice of termination.

                  10.02    "Cause" Defined.

                  (a)      Executive has breached the provision of Section 6, 8
                           or 9 of this Agreement in any material respect, or

                  (b)      Executive   has  engaged  in  willful  and   material
                           misconduct,  or the willful and  material  failure to
                           perform  Executive's duties as an officer or employee
                           of the Company  (including as a result of Executive's
                           use of  narcotics,  liquor or  illicit  drug) and has
                           failed to "cure" such default within thirty (30) days
                           after  receipt of written  notice of default from the
                           Company, or

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                  (c)      Executive has committed fraud, misappropriation or
                           embezzlement in connection with the Company's
                           business, or

                  (d)      Executive has been convicted or has pleaded nolo
                           contendere to felony criminal conduct.

                  In  the  event  that  the   Company   terminates   Executive's
employment for "cause" pursuant to subsection  10.01(c) and Executive objects in
writing to the  Board's  determination  that there was proper  "cause"  for such
termination  within  twenty  (20)  days  after  Executive  is  notified  of such
termination,  the matter shall be resolved by arbitration in accordance with the
provisions  of  Section  11.01.  If  Executive  fails  to  object  to  any  such
determination of "cause" in writing within such twenty (20) day period, he shall
be deemed to have  waived  his  right to object to that  determination.  If such
arbitration  determines that there was not proper "cause" for termination,  such
termination shall be deemed to be a termination  pursuant to subsection 10.01(d)
and Executive's sole remedy shall be to receive the wage  continuation  benefits
contemplated by Section 10.07.

                  10.03  "Disability"   Defined.  As  used  in  this  Agreement,
Executive shall be deemed "disabled" if Executive suffers or incurs any disease,
injury or other physical or mental  impairment or disorder  which  constitutes a
long-term  disability  under the disability  income  insurance policy then being
provided by the Company for  Executive,  or if no such policy is in force,  by a
qualified  physician  selected by the Company and approved by the Executive or a
member of his immediate family.

                  10.04 "Change in Control" Defined.  As used in this Agreement,
"Change in Control" shall mean a change in control which would be required to be
reported in response to item 6(e) on Schedule 14A of Regulation 14A  promulgated
under the  Securities  Exchange Act of 1934,  as amended (the  "Exchange  Act"),
whether  or not the  Company  is then  subject  to such  reporting  requirement,
including, without limitation, if:

         (a)      any person (as such term is used in Sections 13(d) and 14(d)
                  of the Exchange Act, including any affiliate or associate as
                  defined in Rule 12(b)-2 under the Exchange Act of such person,
                  other than the Company, any trustee or other fiduciary holding
                  securities under an employee benefit plan of the Company, or
                  any corporation owned, directly or indirectly, by the
                  stockholders of the Company in substantially the same
                  proportions as their ownership of stock of the Company)
                  becomes a "beneficial owner" (as defined in Rule 13d-3 under
                  the Exchange Act), directly or indirectly, of securities of
                  the Company representing 50% or more of the combined voting
                  power of the Company's then outstanding securities; or

         (b)      less than a majority of the Board of Directors is comprised
                  of the individuals described below; or

         (c)      the stockholders of the Company approve a definitive agreement
                  to merge  or  consolidate  the  Company  with or into  another

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                  corporation  or other  enterprise  in  which  the  holders  of
                  outstanding stock of the Company entitled to vote in elections
                  of directors  immediately  before such merger or consolidation
                  hold less than 80% of the voting power of the survivor of such
                  merger or  consolidation  or its parent,  or approve a plan of
                  liquidation; or

         (d)      at least 80% of the Company's  assets are sold and transferred
                  to  another  corporation  or  other  enterprise  that is not a
                  subsidiary,  direct or  indirect,  or other  affiliate  of the
                  Company.

"Board of Directors"  shall, for purposes of Section 10.04, mean individuals who
on the date hereof  constituted  the Board of the Company,  and any new director
who  subsequently  was elected or  nominated  for  election by a majority of the
individuals who on the date hereof  constituted the Board of Directors and those
individuals, if any, who were previously elected or nominated as provided for in
this paragraph.

                  10.05 Effect of Termination.  Notwithstanding  any termination
of this Agreement,  Executive,  in consideration of his employment  hereunder to
the date of such  termination,  shall  remain  bound by the  provisions  of this
Agreement which specifically  relate to periods,  activities or obligations upon
or subsequent to the termination of Executive's employment.

                  10.06 Surrender of Records and Property.  Upon  termination of
his employment with the Company, Executive shall deliver promptly to the Company
all records, manuals, books, blank forms, documents,  letters, memoranda, notes,
notebooks,  reports,  data, tables,  calculations or copies thereof, in whatever
form maintained,  including but not limited to electronic  media,  which are the
property of the Company or which  relate in any way to the  business,  products,
services,  practices or techniques of the Company, and all other property, trade
secrets and confidential information of the Company,  including, but not limited
to,  all  documents  which in whole or in part  contain  any  trade  secrets  or
confidential  information of the Company, which in any of these cases are in his
possession  or under his  control.  This  provision  does not apply to  records,
documents, etc., covering solely Developments described in Section 9.02 above.

                  10.07 Wage  Continuation.  If  Executive's  employment  by the
Company is terminated by the Company pursuant to subsections 10.01(a),  10.01(b)
or 10.01(d) or by the  Executive  pursuant to subsection  10.01(f),  the Company
shall  continue to pay to  Executive  or his estate his then current base salary
(less any payments  received by Executive from any disability  income  insurance
policy  provided to him by the  Company) and shall  continue to provide  health,
life and disability  insurance  benefits for Executive to the extent required by
law (except when  Executive's  employment is  terminated  pursuant to subsection
10.01(a))  through the earlier of (a) the date that Executive has obtained other
full-time employment,  or (b) twelve (12) months from the date of termination of
employment.  If this Agreement is terminated  pursuant to subsection 10.01(c) or
10.01(e) or pursuant to Section 2, Executive's right to base salary and benefits
shall immediately  terminate,  except as may otherwise be required by applicable
law.

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     11. Settlement of Disputes.

                  11.01  Arbitration.  Except as provided in Section 11.02,  any
claims or disputes of any nature between the Company and Executive  arising from
or related to the performance, breach, termination,  expiration, application, or
meaning of this Agreement or any matter  relating to Executive's  employment and
the termination of that employment by the Company shall be resolved  exclusively
by  arbitration  to be held in  Minneapolis,  Minnesota in  accordance  with the
applicable  rules then obtaining of the American  Arbitration  Association.  The
parties  shall select a mutually  acceptable  single  arbitrator  to resolve the
dispute  or if they fail or are  unable to do so,  each side  shall  within  the
following  ten (10)  business  days  select a single  arbitrator  and the two so
selected shall select a third arbitrator  within the following ten (10) business
days.  The fees of the  arbitrator(s)  and other costs incurred by Executive and
the Company in connection with such arbitration,  including without  limitation,
the  reasonable  attorneys fees of the  prevailing  party,  shall be paid by the
party who is unsuccessful in such arbitration.

                  The decision of the  arbitrator(s)  shall be final and binding
upon both parties.  Judgment of the award rendered by the  arbitrator(s)  may be
entered in any court having jurisdiction  thereof. In the event of submission of
any dispute to  arbitration,  each party shall,  not later than thirty (30) days
prior  to the  date set for  hearing,  provide  to the  other  party  and to the
arbitrator(s) a copy of all exhibits upon which the party intends to rely at the
hearing and a list of all persons each party intends to call at the hearing.

                  11.02  Resolution  of  Certain  Claims  -  Injunctive  Relief.
Section  11.01 shall have no  application  to claims by the Company  asserting a
violation of Section 6, 8, 9 or 10.06 or seeking to enforce,  by  injunction  or
otherwise,  the terms of Section 6, 8, 9 or 10.06. Such claims may be maintained
by the  Company in a lawsuit  subject to the terms of Section  11.03.  Executive
agrees  that,  in addition to, but not to the  exclusion of any other  available
remedy,  the Company shall have the right to enforce the  provisions of Sections
6,  8, 9 and  10.06  by  applying  for and  obtaining  temporary  and  permanent
restraining orders or injunctions from a court of competent jurisdiction without
the  necessity of filing a bond  therefor,  and the Company shall be entitled to
recover from the Executive its reasonable attorneys' fees and costs in enforcing
the provisions of Section 6, 8, 9 or 10.06.

                  11.03 Venue.  Any action at law,  suit in equity,  or judicial
proceeding  arising directly,  indirectly,  or otherwise in connection with, out
of,  related  to or from  this  Agreement  or any  provision  hereof,  shall  be
litigated  only in the  courts of the state of  Minnesota,  County of  Hennepin.
Executive  waives any right the  Executive  may have to  transfer  or change the
venue of any litigation brought against Executive by the Company.

                  11.04  Severability.  To the  extent  any  provision  of  this
Agreement  shall be invalid or  unenforceable,  it shall be  considered  deleted
herefrom and the  remainder of such  provision  and of this  Agreement  shall be
unaffected and shall continue in full force and effect.  In furtherance  and not
in limitation of the foregoing,  should the duration or geographical  extent of,
or business  activities covered by, any provision of this Agreement be in excess
of that which is valid and enforceable under applicable law, then such provision

<PAGE>

shall be construed to cover only that duration,  extent or activities  which may
validly and enforceably be covered.  Executive  acknowledges  the uncertainty of
the law in this respect and expressly  stipulates  that this  Agreement be given
the  construction  which renders its  provisions  valid and  enforceable  to the
maximum extent (not exceeding its express terms) possible under applicable law.


     12. Miscellaneous.

                  12.01  Governing Law.  This Agreement is made under and shall
be governed by and construed in accordance with the laws of the state of
Minnesota.

                  12.02 Prior  Agreements.  This  Agreement  contains the entire
agreement of the parties  relating to the employment of Executive by the Company
and the ancillary  matters  discussed herein and supersedes all prior agreements
and  understandings  with respect to such matters,  and the parties  hereto have
made no agreements, representations or warranties relating to such employment or
ancillary matters which are not set forth herein.

                  12.03  Withholding  Taxes.  The Company may withhold  from any
benefits payable under this Agreement all federal, state, city or other taxes as
shall be required pursuant to any law or governmental regulation or ruling.

                  12.04  Amendments.   No  amendment  or  modification  of  this
Agreement  shall be deemed  effective  unless  made in writing and signed by the
both Executive and the Company.

                  12.05 No Waiver.  No term or condition of this Agreement shall
be deemed to have been  waived,  nor shall there be any  estoppel to enforce any
provisions  of this  Agreement,  except by a statement in writing  signed by the
party against whom enforcement of the waiver or estoppel is sought.  Any written
waiver shall not be deemed a continuing waiver unless specifically stated, shall
operate  only  as to the  specific  term  or  condition  waived  and  shall  not
constitute  a waiver of such term or  condition  for the future or as to any act
other than that specifically waived.

                  12.06 Assignment.  This Agreement shall not be assignable,  in
whole or in part,  by either  party  without  the  written  consent of the other
party.

                  12.07  Counterparts.  This  Agreement  may  be  simultaneously
executed  in any number of  counterparts,  and such  counterparts  executed  and
delivered,  each  as  an  original,  shall  constitute  but  one  and  the  same
instrument.

                  12.08  Captions  and  Headings.  The  captions  and  paragraph
headings used in this Agreement are for convenience of reference only, and shall
not affect the  construction or  interpretation  of this Agreement or any of the
provisions hereof.

<PAGE>

         IN WITNESS  WHEREOF,  Executive  and the  Company  have  executed  this
Agreement as of the date set forth in the first paragraph.


                                           ONELINK COMMUNICATIONS, INC.


                                           By
                                               Ronald Eibensteiner,
                                               Chairman of the Board



                                            Paul Lidsky