ONELINK, INC. CHANGE IN CONTROL AGREEMENT THIS
AGREEMENT is made by and  between
OneLink, Inc., a Minnesota corporation (hereinafter called the Company) and
Kaye OLeary,  (the Executive), as of
the 12th day of December, 2000 (the Effective Date). RECITALS: WHEREAS,
the Executive is currently employed by the Company; WHEREAS,
the Board of Directors of the Company (the Board) has determined that it is
in the best interests of the Company and its shareholders to reinforce and
encourage the continued attention and dedication of Executive to her assigned
duties; WHEREAS,
the existence of this Agreement and any similar agreements with other employees
of the Company shall not be construed to imply that any successors to their
respective positions or offices (or any other employees) would ever be entitled
to severance benefits similar to those provided hereunder or thereunder; and WHEREAS,
this Agreement sets forth the minimum severance compensation that the Executive
will receive from the Employer (as defined below) if the Executive's employment
with the Employer terminates under one of the circumstances described herein in
connection with or following a Change in Control (as defined below). NOW
THEREFORE, in consideration of the mutual covenants and conditions herein
contained and in further consideration of services performed and to be
performed by the Executive for the Companies, the parties hereto agree as
follows: AGREEMENT 1.           Certain Definitions.  For purposes of this Agreement, the terms defined above and the
following terms have the meanings indicated: (a)          Employer. 
Employer shall mean the Company and shall also include any other
entity that (i) employs the Executive immediately after a Change in Control,
(ii) is a successor to or assignee of the business and/or assets of the Company
and (iii) either executes and delivers the agreement provided for in Section 5
or otherwise becomes or remains bound by all the terms and provisions of this
Agreement by operation of law. (b)        Change in Control.  A Change in Control of the Company 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:(i)         any person (as such
term is used in Sections 13(d) and l4(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(ii)        less than a majority of the Board of
Directors is comprised of the individuals described below; or(iii)       the stockholders of the Company approve a
definitive agreement to merge or consolidate the Company with or into another
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(iv)
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.(c)        Board of Directors.   Board of Directors shall 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 the definition of Change in Control.(d)          Cause.  In
the case of a discharge from employment, the term Cause shall mean:(i)         willful and material misconduct, or the
willful and material failure by Executive to perform her duties as an officer
or employee of the Employer (including as a result of Executives use of
narcotics, liquor or illicit drugs) and failure to cure such misconduct or
failure  within thirty (30) days after
receipt of written notice thereof from the Employer; or(ii)        commission by Executive of fraud,
misappropriate or embezzlement in connection with the Employers business; or(iii)       Executives conviction or pleading nolo
contendere to felony criminal conduct.2.           Term.  This
Agreement shall commence on the Effective Date first above written and shall
continue in effect until the first anniversary of the Effective Date.  Commencing on that date, and each
anniversary thereof, the term of this Agreement shall automatically be extended
for one additional year, unless at any time 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, provided, however that if
a Change of Control shall have occurred during such term, the term of this
Agreement shall be automatically extended until the end of the six (6) month
period beginning on the date of such Change of Control and shall terminate at
the end of such period.3.           Wage Continuation.   In the event that 
Executives employment by the Employer is terminated (i) by the Employer
without Cause, or (ii) by the Executive at any time after thirty (30) days
following  a Change in Control then the
Employer shall continue to pay  to
Executive her then current base salary and shall continue to provide health, life
and disability insurance benefits for Executive to the extent required by law
through the earlier of (x) the date that Executive has obtained other full-time
employment, or (y) twelve (12) months from the date of Executives separation
from the Employer .4.           Settlement of Disputes.  Any claims or disputes of any nature between the Employer and
Executive arising from or related to the performance, breach, termination,
expiration, application, or meaning of this Agreement 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 Employer 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 forth 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.5.           Successors and Assigns.  (a)  This Agreement shall
inure to the benefit of and be enforceable by the Employer and its successors
and assigns, and by the Executive's personal and legal representatives,
executors, administrators, successors, heirs, distributees, devisees and
legatees.  If the Executive should die
while any amounts are still payable to her hereunder, all such amounts, unless
otherwise provided herein, shall be paid in accordance with the terms of this
Agreement to the Executive's beneficiary last designated in a writing delivered
to the Employer before her death, or otherwise to the Executive's devisee or
legatee under a last will and testament or testamentary trust or, if there be
none of the foregoing, to the Executive's estate.(b) The
Company will require any successor or assign that purchases (other than by a
merger of corporations) all or substantially all of the business and/or assets
of the Company, by agreement in form and substance reasonably satisfactory to
the Executive, to expressly, absolutely and unconditionally assume and agree to
perform this Agreement in the same manner and to the same extent that the
Employer would be required to perform it if no such purchase had taken place.6.           Notice.  For
purposes of this Agreement, all notices and other communications provided for
in this Agreement shall be in writing and shall be deemed to have been duly
given when delivered or mailed by United States registered mail, return receipt
requested, postage prepaid, as follows:If to the Company:

OneLink, Inc.10340 Viking DriveEden Prairie, MN 55344Attention: 
  PresidentWith a copy to:

Maslon Edelman Borman & Brand,a Professional Limited Liability Partnership3300 Norwest CenterMinneapolis, Minnesota 55402-4140Attention: Terri Krivosha, Esq.If to the Executive:

Kaye OLearyHome Address:or such other address as either
party may have furnished to the other in writing in accordance herewith, except
that notices of change of address shall be effective only upon receipt.7.           Miscellaneous. 
No provisions of this Agreement may be modified, waived or discharged
unless such waiver, modification or discharge is agreed to in writing signed by
the Executive and such officer of the Company as may be specifically designated
by the Board.  If any party hereto at
any time waives any breach of this Agreement by another party hereto, or waives
compliance with any condition or provision of this Agreement to be performed by
another  party hereto, such waiver shall
not be deemed a waiver of that provision or condition at any prior or
subsequent time, or any similar or dissimilar provision or condition at the
same or any other time.  No agreements
or representations, oral or otherwise, express or implied, with respect to the
subject matter hereof have been made by either party except as expressly set
forth in this Agree­ment.  This
Agreement shall be governed by and construed in accordance with the laws of the
State of Minnesota.8.           Validity. 
The invalidity or unenforceability of any provisions of this Agreement
shall not affect the validity or enforceability of any other provision of this
Agreement, which shall remain in full force and effect.9.           Counterparts. This Agreement may be executed in one
or more counterparts, each of which shall be deemed to be an original, but all
of which together will constitute one and the same instrument.10.         Employer's Right to Terminate Employment.  Notwithstanding anything contained in this
Agreement to the contrary, the Employer may terminate the Executive's
employment at any time, for any reason or no reason, except as may be otherwise
provided under a separate written employment agreement (if any) between the
Employer and the Executive; and no provision contained herein shall affect the
Employers ability to terminate the Executive's employment at any time, with or
without Cause.  Nothing in this
Agreement shall in any way require the Employer to provide any of the benefits
specified in this Agreement prior to a Change in Control, nor shall this
Agreement be construed in any way to establish any policies or other benefits
for the Executive or any other employee of the Employer whose employment with
the Employer is terminated prior to a Change in Control.IN
WITNESS WHEREOF, the parties have executed this Agreement with full authority
as of the Effective Date first above written.

ONELINK, INC.ByIts President and Chief Executive OfficerKaye OLeary"EXECUTIVE"