SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT


This Agreement  ("Agreement") is made this 11th day of November 1997 ("Effective
Date") by and between U S WEST Communications,  Inc., a Colorado corporation ("U
S WEST"), and OneLink Communications, Inc., a Minnesota corporation ("OneLink").

                                    RECITALS

U S WEST desires to have developed,  and OneLink agrees to develop, certain Call
Management  Reporting software.  After development of the software,  the parties
will  participate in a technical trial and a market trial of the software.  Upon
successful  technical and market trials, U S WEST will contract with OneLink for
processing and delivery of U S WEST's call management  reporting services -- U S
WEST Call ReportsSM; using the software for U S WEST subscribers and third party
subscribers under the terms and conditions herein.

This  Agreement  is  structured  in  phases.  The first  phase  covers  software
development.  The second phase covers the trial of the software  (including  the
technical trial and market trial).  The third phase is service offer. Each phase
has certain criteria that must be met before proceeding to the next phase.

                                    AGREEMENT

The parties agree as follows:

1.       Definitions

         Acceptance  shall mean  acceptance  by U S WEST of the  Software as set
         forth in Section 3.1.2.

         Call Data  shall mean the data  owned by  telecommunications  providers
         emanating from connecting voice and/or data communications within their
         networks.

         Call  Management   Reporting   Services  or  Services  shall  mean  the
         end-to-end processing of Call Data, from the time OneLink receives Call
         Data,  into salient usable  informational  reports (text,  graphical or
         map-based)  that allow  businesses to better  understand who is calling
         their location(s) and phone numbers,  and at what frequency,  time, and
         where using the Service  Bureau  Software  or End User  Software.  More
         details on  specific  reports  are  provided  in  Exhibit  A-Functional
         Requirements.

         Service  Bureau  Software  shall  mean  the  definitions,  description,
         process   flows,   computer   codes,   documentation,   and  all  other
         intellectual  and physical  properties  associated with converting Call
         Data into  salient  and  usable  information  for end users and as more
         fully described in Exhibit A-Functional Requirements.


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         Delivery  shall mean delivery of the Software to U S WEST by OneLink as
         set forth in  Section  2.1.2 and to an escrow  account  as set forth in
         2.1.3.

         Development Schedule shall mean the schedule as set forth in Exhibit B.

         Documentation   shall   mean   the   system   documentation   and  user
         documentation associated with the Software, including all modifications
         thereto.

         End User Software  shall mean the  definitions,  descriptions,  process
         flows,  computer codes,  documentation  and all other  intellectual and
         physical properties associated with accessing,  viewing,  displaying or
         otherwise  manipulating  the output from Call Data passing  through the
         Service  Bureau  Software;  including,  but  not  limited  to  tabular,
         textual,  graphical and geographical  representations and as more fully
         described in Exhibit A Functional Requirements.

         Errors shall have the meaning ascribed in Exhibit C Software Support.

         Fees shall mean the  payments  made by U S WEST to OneLink as specified
         in the Development Schedule.

         Functional  Requirements  shall  mean the  Functional  Requirements  as
         defined in Exhibit A Functional Requirements.

         Market  Trial shall have the meaning set forth in Exhibit A  Functional
         Requirements and as further described in Exhibit E Market Trial.

         Operating  Hardware shall mean the tangible computer machinery required
         to support Call Management Report Services, except end user hardware.

         Software shall mean the software system,  including all  Documentation,
         modifications,  and  enhancements  as  further  defined  in  Exhibit  A
         Functional Requirements and Exhibit B Development Schedule and Fees.
         Software includes both Service Bureau Software and End User Software.

         Technical  Trial  shall  have  the  meaning  set  forth  in  Exhibit  A
         Functional Requirements and as further described in Exhibit D Technical
         Trial.

         Territory shall mean the [***]*

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2.0      SOFTWARE DEVELOPMENT PHASE

2.1      Development.  OneLink  shall  develop the Software in  compliance  with
         the Functional Requirements and according to the Development Schedule.

2.1.1    Documentation.  In  conjunction  with the  development  of the End User
         Software,  OneLink shall develop and deliver to U S WEST  Documentation
         necessary  to  allow U S WEST  to  install  and  operate  the End  User
         Software and for users to use the End User Software.

2.1.2    Delivery.  OneLink shall deliver to U S WEST one electronic copy of the
         End User  Software,  in object code format,  and all  Documentation  as
         stated in 2.1.1.

2.1.3    Escrow.  OneLink shall deliver to an escrow account,  maintained by U S
         WEST at U S WEST's  expense,  one copy of the Software,  in source code
         format,  together with programmer notes,  Documentation,  and a list of
         all third party  materials and software  used in the Software  ("Escrow
         Materials")  once U S WEST  has  accepted  such  software.  Thereafter,
         OneLink shall deliver each new release or  modification of the Software
         being  used by U S WEST or a third  party to  escrow  within 30 days of
         delivery of such new release or modification. OneLink shall execute the
         Escrow  Agreement and the  certificate  of deposit  attached  hereto in
         Exhibit H.

         In addition  to any  release  condition  in the Escrow  Agreement,  the
         Escrow Materials shall be released to U S WEST upon:

      (a)    Termination by U S WEST under 2.1.4 (Installation), should U S WEST
             so  choose,  3.1.2  (Technical  Trial),  should U S WEST so choose,
             3.2.3 (Market Trial), 6.3 (Breach), 6.4 (Insolvency).  Upon release
             of the Escrow  Materials to U S WEST under this subsection (a), U S
             WEST's  joint  ownership of the  Software  shall not be  restricted
             under  section 5.3 and U S WEST may exploit  the  Software  for any
             lawful purpose without accounting.

      (b)    Termination  by U S WEST  under 6.1  (Term).  Upon  release  of the
             Escrow  Materials to U S WEST under this subsection (b), U S WEST's
             joint  ownership of the  Software  shall be  restricted  as defined
             under  section  5.3,  but with the  additional  right to modify the
             Software.

  2.1.4   Installation;  Testing.  The  Software  shall be tested by  OneLink in
          accordance  with its own quality  processes and the quality  processes
          listed in the  Functional  Requirements.  OneLink  shall  install  the
          Software   on  its   computer   equipment   and   network.   Following
          installation,  the Software shall be jointly tested by OneLink and U S
          WEST for compliance  with the Functional  Requirements.  If any Errors

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          are detected,  OneLink shall promptly take all  reasonable  actions to
          correct such Errors,  and the Software  shall be jointly tested again.
          Error  correction  shall  continue  until all known  priority  1 and 2
          Errors are  corrected  and the  Software  is in  conformance  with the
          Functional Requirements. In the event that the Software is not, or can
          not, be brought  into  conformance  with the  Functional  Requirements
          within thirty (30) days from the date the non-conformance is found and
          documented to OneLink,  U S WEST may at its sole discretion  terminate
          this  Agreement  upon  written  notice  to  OneLink.  At  U  S  WEST's
          discretion in the case of such termination, U S WEST can choose to: 1)
          receive a full refund of all fees paid to OneLink,  or 2) have OneLink
          deliver  to U S WEST  an  electronic  copy  of  all  source  code  and
          Documentation completed as of the date of the termination.

 2.1.5    Personnel;  Confidentiality;  Quality.  OneLink  agrees to perform its
          obligations  under this Agreement  with  promptness,  care,  skill and
          diligence, in accordance with the applicable professional and industry
          standards  and  shall  be  responsible  for  the  quality,   technical
          accuracy,  completeness, and coordination of all reports, information,
          specifications,  and  other  items  furnished  under  this  Agreement.
          Without  limiting  the  generality  of the  foregoing,  OneLink  shall
          implement  the quality  control  measures and shall meet or exceed the
          quality  measures and metrics listed in the  Functional  Requirements.
          The Software  shall be developed and supported by OneLink's  personnel
          or approved  contractors  who are (i) fully  qualified  to perform the
          services  hereunder;   and  (ii)  who  have  executed  confidentiality
          agreements as provided in this Agreement.

2.2       Support.  Upon successful testing of the Software under section 2.1.4,
          OneLink  shall  provide  Software  support  services as  specified  in
          Exhibit C - Software Support.

2.3       Changes.  Either  party may request the other party for changes to the
          Functional Requirements at any time. The requesting party shall submit
          to the other party in writing a description of the changes  requested.
          The parties shall  promptly  determine how the changes  requested will
          impact the  Development  Schedule and/or Fees. If the parties elect to
          proceed with the changes, the parties will negotiate in good faith and
          agree to written amendments to this Agreement as appropriate.  No such
          change  shall  be  effective,   and  neither  party  shall  incur  any
          additional  obligations,  unless  such change is made in writing as an
          amendment to this Agreement.

2.4       Fees.  For the  Software  development  services  performed  by OneLink
          hereunder,  U S WEST shall pay to OneLink the Fees in accordance  with
          the Development  Schedule.  For any additional Software development or
          other services outside the scope of this Agreement,  the parties shall
          agree to mutually  acceptable  terms and  conditions  at  commercially
          reasonable  rates within the industry.  U S WEST shall have no further
          obligations  for  any  other  costs  or  expenses  required  for  this
          Agreement,   including  but  not  limited  to  Operating  Hardware  at
          OneLink's site.

          OneLink shall issue  invoices for  completed  milestones in the format
          required by U S WEST. Any taxes imposed  hereunder shall be separately
          stated on any  invoice.  U S WEST  reserves  the right to request  and
          receive from OneLink documentation  regarding any taxes,  expenses, or

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          other  charges  which  OneLink  claims U S WEST is  obligated  to pay.
          Invoices  shall be paid to OneLink  within thirty (30) days  following
          receipt of a correct invoice. U S WEST is not required to pay invoiced
          amounts in dispute until such dispute is resolved according to section
          11.14. All  non-disputed  invoice items will be paid. Once the dispute
          is  resolved  the  remaining  invoice  items shall be paid within (30)
          thirty days following such resolution

          U S WEST may require OneLink to furnish  evidence  satisfactory to U S
          WEST that all  claims  for  labor,  material,  and  other  obligations
          arising  hereunder  are  correct  prior  to any  payment  by U S WEST.
          OneLink agrees that its records which relate to  compensation  payable
          to OneLink for services rendered hereunder shall be kept in accordance
          with generally accepted accounting principles and shall be retained by
          OneLink  for a period of three (3) years from the date of  termination
          of this Agreement.  The records shall be available for inspection by U
          S WEST or its authorized  representative  during normal business hours
          with  prior  notices.  All  payments  hereunder  by U S WEST  shall be
          subject to adjustment as determined by such audits.

          [***]*


2.5      Pre-Existing  or Third  Party  Software.  To the  extent  that  OneLink
         incorporates  into the Software or Documentation  any preexisting works
         of  OneLink or any third  party,  OneLink  shall  provide to U S WEST a
         detailed written description of such works.  OneLink hereby grants to U
         S WEST a royalty-free license to use, reproduce, distribute, modify and
         otherwise   exploit  such  works   anywhere  in  the  world  which  are
         incorporated in the Software,  if any.  OneLink warrants and represents
         to U S WEST  that it has  full  authority  to  grant  to U S WEST  such
         license to such works. Any  modifications to such works made by OneLink
         or U S WEST under this  Agreement  shall be governed  by the  ownership
         provisions of this Agreement.

2.6      Progress  Reporting.  Upon reasonable request from U S WEST, during the
         Software Development Phase OneLink shall confer with U S WEST regarding
         the  status  of the  project  including,  but  not  limited  to,  tasks
         completed,  problems encountered,  and delays. During such conferences,
         OneLink shall advise U S WEST in detail of any recommended changes with
         respect to Software or other tasks performed  hereunder.  OneLink shall
         promptly report to U S WEST upon discovery of any event or problem that
         is likely to delay the delivery, installation, testing, or trial of the
         Software.  If requested,  OneLink shall confirm such report in writing.
         To the extent that U S WEST causes  delays,  the  Development  Schedule
         shall be reasonably extended.

2.7      Training.  OneLink  shall  provide  training  to not less  than two (2)
         selected U S WEST  personnel  of their  choosing  on the use of the End
         User Software  within 15 days of  acceptance  of such by U S WEST.  The
         training  will  be  held  at  OneLink's  facilities  in  Eden  Prairie,
         Minnesota at a time and duration acceptable to the parties.

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2.8      Disclosure  of  Customer  Data  Specifications.  In  order  to  promote
         compatibility  with  other  software  vendors  and the  development  of
         software  that is  compatible  with U S WEST's Call  Management  Report
         service,  OneLink  shall make  publicly  available  the  customer  data
         specification  required to accept  formatted  call data inputs from U S
         WEST and other owners of such call data.

2.9      Criteria for Proceeding to Technical Trial

             -   Delivery of End User  Software  (object code) to U S WEST
             -   Delivery of Software  (source code) to escrow
             -   Successful testing of the Software under Section 2.1.4


3.       TRIAL PHASE

3.1      Technical Trial
         Upon completion of the criteria set forth in 2.9 above, OneLink and U S
         WEST shall  perform the  Technical  Trial of the  Software  and related
         services.

3.1.1    Duration.  The Technical  Trial shall proceed for no longer than ninety
         (90) days,  unless U S WEST  determines  the need for a longer trial in
         consultation with OneLink.

3.1.2    Success; Completion.  Determination of the successful completion of the
         Technical  Trial shall be at the sole discretion of U S WEST as defined
         in  Exhibit D,  Technical  Trial.  Upon  successful  completion  of the
         Technical Trial, the Software shall be deemed Accepted.

         If the  Technical  Trial is not  completed  successfully,  U S WEST may
         terminate this Agreement upon written notice to OneLink.  At U S WEST's
         discretion in the case of such termination,  U S WEST can choose to; 1)
         receive a full refund of all fees paid to OneLink,  or, 2) have OneLink
         deliver  to U S  WEST  an  electronic  copy  of  all  source  code  and
         Documentation  completed  as of the  date of  termination  as  noted in
         2.1.3. All non-Software  information,  documentation and records of the
         Technical Trial shall be the sole and exclusive property of U S WEST.

3.1.3    Criteria for Proceeding to Market Trial

              -   Acceptance   of  the  Software   under   section   3.1.2.
              -   Successful completion of Technical Trial as determined by
                  U S WEST.

3.2      Market Trial
         Upon successful  completion of the criteria set forth in 3.1.3 above, U
         S WEST shall  conduct  the Market  Trial of the  Software  and  related
         Services with the support of OneLink.

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3.2.1    Duration.  The  Market  Trial  shall  proceed  for no  longer  than
         ninety  (90)  days,  unless  U S WEST determines the need for a
         longer trial.

3.2.2    Processing Fees. During the Market Trial, OneLink will pass to U S WEST
         their  costs to process  trial  participants  data into  reports at the
         rates noted in the Service Fees schedule of Exhibit F.

3.2.3    Success;  Completion.  Determination  of the  successful  completion
         of the Market  Trial shall be at the sole discretion of U S WEST, as
         defined in Exhibit E, Market Trial.

         If the Market  Trial is not  completed  successfully,  or for any or no
         reason,  U S WEST may terminate this Agreement for its convenience upon
         written notice to OneLink.  Upon such termination under this paragraph,
         U S WEST shall not receive a refund of any fees paid to OneLink to that
         point, and OneLink will receive the full software  development costs of
         [***]* , if these  monies  have not yet been paid to  OneLink.  OneLink
         shall  deliver to U S WEST an  electronic  copy of all Software  source
         code and  Documentation  completed as of the date of  termination.  U S
         WEST shall not provide  services using the Software for a period of two
         years after such termination. After such period, U S WEST may fully use
         or exploit the Software without restriction for any lawful purpose.

3.2.4    Criteria for Proceeding to Service Offer Phase

             - Successful completion of Market Trial as determined by U S WEST.

3.3      Progress  Reporting.  Upon reasonable request from U S WEST, during the
         Trial Phase OneLink shall confer with U S WEST  regarding the status of
         the trial  including,  but not limited to,  tasks  completed,  problems
         encountered,  delays,  and/or any requested  adjustments to the Fees or
         the trial schedules. During such conferences,  OneLink shall advise U S
         WEST in detail of any recommended changes with respect to the Software,
         trial,  or other tasks  performed  hereunder.  OneLink  shall  promptly
         report  to U S WEST upon  discovery  of any  event or  problem  that is
         likely to delay the delivery,  testing,  or trial of the  Software,  or
         affect the Fees under  this  Agreement.  If  requested,  OneLink  shall
         confirm  such  report in  writing.  To the extent  that U S WEST causes
         delays, the Development Schedule shall be reasonably extended.

3.4      Sharing  of  Information.  Subject  to legal  and  regulatory
         restrictions,  if any,  U S WEST  agrees to provide to OneLink the
         following information:

              - Call Data for input to the Software at a frequency  and level
                of completeness and accuracy to be mutually agreed upon by the
                parties

              - Subscriber   information  at  a  frequency,   format,  level  of
                completeness  and  accuracy to be mutually  agreed upon by the
                parties.

              - Call  Management   Reporting  Service   information   including,
                pricing,  marketing  and  advertising,   market  research  and
                analysis,  product  testing plans,  timing and roll-out plans,
                promotional efforts.

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3.5      Technical Support and Cooperation. The parties shall provide sufficient
         technical support, cooperation, and information exchange to each other.
         The Parties shall each provide sufficient  technical personnel to lead,
         conduct,  and document the Technical Phase as agreed to by the parties.
         Without limiting the generality of the foregoing,  the parties shall be
         responsible  for specific  tasks as defined in the Technical  Trial and
         Market Trial Exhibits, or as mutually agreed to between the parties.

3.6      Expenses.  Except as otherwise  agreed in writing,  each Party shall be
         solely responsible for and shall bear all its own respective  expenses,
         including,  without  limitation,   expenses  of  development,   design,
         modeling,  optimization,  documentation,  accountants,  advisors, legal
         expenses, or research, incurred at any time in connection with pursuing
         or consummating the Trial Phase.

4.0      SERVICE OFFER PHASE

         Agreement for Commercial  Offerings.  Upon successful completion of the
         Trial Phase U S WEST and OneLink, separately and/or jointly shall offer
         services  to  subscribers  and to third  parties  under  the  terms and
         conditions of this Section 4 and Exhibit C, Software Support.

4.1      For the Term of this  Agreement,  OneLink  shall  provide U S WEST Call
         Management Reporting Services,  and the Support Services as detailed in
         Exhibit C,  [***]*  Nothing  herein  shall limit or restrict U S WEST's
         right to use or sell Call Data for any and all purposes  other than U S
         WEST's Call Management Reporting, as defined herein.

4.2      U S WEST, [***]* shall have the sole  responsibility  for U S WEST Call
         ReportsSM,   including  but  not  limited  to   positioning,   pricing,
         promoting,  packaging,  advertising,   marketing  and  selling.  [***]*
         OneLink is free to do such under their name and logos.

4.3      OneLink  shall  commit  sufficient  personnel,  hardware,  and  capital
         resources   to  support   the  Call   Management   Reporting   Services
         contemplated  hereunder.  OneLink shall  periodically  review,  modify,
         enhance,  and upgrade the  Software  and the offering of Services to be
         competitive  in the market.  Without  limiting  the  generality  of the
         foregoing,  failure to provide  specific levels of response and support
         shall result in adjustments to Service Fees paid by U S WEST to OneLink
         as further described in the Software Support.

4.4      During the term of this  Agreement,  OneLink shall  exclusively use the
         Service Bureau and End User Software developed  hereunder for providing
         Call Management Reporting Services to third parties.

4.5      Fees and Royalties

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         4.5.1    U S WEST shall pay to OneLink  the fees  according  to Exhibit
                  F-Service Fees for supporting the provision of Call Management
                  Reporting Services to U S WEST subscribers.

         4.5.2    OneLink shall pay to U S WEST the royalty  payments  according
                  to Exhibit G Royalty  Payments for providing  Call  Management
                  Reporting Services to third parties.

4.6      Joint  Promotion.  [***]*  Neither  party  shall use the trade  names,
         marks  and/or  any other  branding identification of the other without
         prior written approval of the other.

5.0      Ownership of Intellectual Property

5.1      In the course of or as a result of  performance  under this  Agreement,
         inventions, discoveries, adaptations, ideas, specifications, Functional
         Requirements,  business and  technical  information,  computer or other
         apparatus programs,  Software,  copyrightable material,  documentation,
         trade  secrets,  trademarks,  and other ideas,  knowledge or data,  but
         excluding   Call  Data  or  other   customer  or  subscriber   specific
         information,  whether written or not ("Intellectual  Property"), may be
         originated, discovered, or developed by the Parties.

5.2      Unless  specified  otherwise in this Agreement,  all such  Intellectual
         Property shall belong jointly to both Parties.

5.3      Unless otherwise  provided in this Agreement,  U S WEST shall only use,
         sell, sublicense, distribute, display, disclose, and make copies of the
         End  User  Software  for  internal  business  purposes  and to  provide
         products  and services to its  customers;  and U S WEST shall only use,
         distribute,  display,  disclose  and make copies of the Service  Bureau
         Software for  internal  business  purposes and to provide  products and
         services to its customers,  ("U S WEST Uses"). Such U S WEST uses shall
         be perpetual and transferable.

5.4      Either  Party  may  file for  patent  protection  on such  Intellectual
         Property. Unless agreed otherwise, the costs associated with any patent
         application,  prosecution,  or maintenance  shall be borne by the Party
         filing for patent  protection.  Each Party  shall give the other  Party
         reasonable   assistance,   in  obtaining  patent  protection  or  other
         interests in Intellectual  Property,  and shall execute assignments and
         other  instruments  and  documents  as the  other  Party  may  consider
         necessary or  appropriate  to carry out the  intention of this Section.
         All such patent applications and patents are Intellectual  Property and
         shall be jointly owned.

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5.5      First  Right of  Refusal.  Upon the offer for sale or  assignment  of a
         party's  ownership  interest in the  Software,  including  the right to
         future Service Fees or Royalties,  to a third party,  the selling party
         shall  first  offer to the other  party the same  terms and  conditions
         agreed to by such third party.  The selling  party must provide 30 days
         written notice of the intent to sell their interest in ownership of the
         software. The other party shall have 30 days to respond to this offer.

5.6      OneLink's  Option.  Upon the merger of OneLink  with  another bona fide
         company or the  acquisition of OneLink by a bona fide purchaser and the
         filing  of  appropriate  SEC  or  similar  documents   evidencing  such
         transaction,  OneLink shall have the option of  purchasing  the Royalty
         revenue  stream from U S WEST as  detailed in Exhibit G. Such  purchase
         price shall be valued based on a simple net present  value  calculation
         of the sum of the next five (5) years  expected  royalty  revenues  (as
         determined  by  mutual  consent  of the  parties);  discounted  back to
         current  dollars  via a mutually  acceptable,  published  cost of funds
         discount  rate. The parties shall have 30 days to reach an agreement in
         such a case. Should the parties not be able to achieve agreement,  then
         the dispute  resolution  clause of this  Agreement  will be employed to
         satisfy the disagreement.

6.0      Term and Termination

6.1      This Agreement  shall commence on the Effective  Date, and shall expire
         [***]* the date of Service Offer Phase ("Term").  Thereafter,  the Term
         may be extended by a mutual consent written amendment to this Agreement
         for [***]*

6.2      Notice of Termination.  Unless specified otherwise in this Agreement, a
         party  terminating  this  Agreement  must give the other party at least
         [***]* written notice of termination specifying the extent to which the
         Agreement  is  terminated  and the date  upon  which  such  termination
         becomes effective.

6.3      Termination  for  Material  Breach.  Either  party  has  the  right  to
         terminate  this  Agreement if the other party breaches or is in default
         of any material  obligation  hereunder,  which  default is incapable of
         cure or which,  being capable of cure, has not been cured within thirty
         (30) days  after  receipt of written  notice of such  default  from the
         non-defaulting  party or  within  such  additional  cure  period as the
         non-defaulting party may authorize in writing.

6.4      Termination for  Insolvency.  Either party may terminate this Agreement
         by written notice to the other party, and may regard the other party as
         in  default,  if the other  party  becomes  insolvent,  makes a general
         assignment  for the  benefit  of  creditors,  suffers  or  permits  the
         appointment of a receiver for its business or assets,  becomes  subject
         to any  proceedings  under any  bankruptcy or insolvency law (which has
         not been  terminated  within  thirty (30) days of any  filing)  whether
         domestic  or foreign,  or has wound up or  liquidated,  voluntarily  or
         otherwise.  In the case of insolvency of a party, all right, title, and
         interest in and to the Software  existing as of the date of termination
         shall vest with the other party.

---------------------------
*Confidential treatment has been requested for this information.

                  Confidential. Disclose and distribute solely
                 to those individuals who have a need to know.

<PAGE>

6.5      Termination  under any section of this  Agreement,  except for U S WEST
         convenience,  shall not terminate OneLink's obligations under Exhibit G
         Royalty Payments.

7.0      Warranty; Intellectual Property Indemnification

7.1      Title; Ownership. OneLink warrants and represents that: (1) OneLink has
         title  to and is  the  lawful  owner  of all  Software,  documentation,
         materials,  deliverable, and supplies provided hereunder ("Materials");
         (2) to the  best  of its  knowledge,  all  Materials  are  free  of any
         security interests, claims, liens or any other encumbrances whatsoever;
         (3)  OneLink has  sufficient  right and title to license and convey the
         Materials as  specified  herein;  and (4) OneLink  warrants to U S WEST
         that the disc containing the End User Software will be operational when
         delivered  to U S WEST and that the End  User  Software  shall  operate
         substantially  in accordance with the Functional  Requirement.  OneLink
         does  not  warrant  that  the End User  Software  shall be error  free.
         OneLink's  sole  obligation  in the event of a breach of this  warranty
         shall  be, at its  option,  to repair or  replace  the  defective  disc
         containing the End User Software in accordance  with Exhibit C. OneLink
         will warrant and defend the title against all claims and demands of all
         persons.  OneLink shall, at no expense to U S WEST, correct any failure
         to fulfill the above warranty which may appear within a reasonable time
         of performance of services.

7.2      Except as expressly set forth above,  OneLink makes no  representations
         or warranties  regarding  the Software and expressly  disclaims any and
         all warranties, express or implied by law, relating thereto, including,
         without  limitation,  any  warranty of  merchantability,  fitness for a
         particular  purpose,  and warranties  arising from course of dealing or
         usage of trade.

7.3      Intellectual Property Indemnification

7.3.1    OneLink  shall  indemnify  and hold  harmless and defend U S WEST,  its
         owners,  parents,  affiliates,   subsidiaries,  agents,  directors  and
         employees from and against all Liabilities that may result by reason of
         any  infringement or claim of  infringement  of any patent,  trademark,
         copyright,  trade  secret or other  proprietary  right  relating to the
         "Materials".

7.3.2    If a  preliminary  or final  judgment  shall be  obtained  against U S
         WEST's use of any  Materials  or any part thereof by reason of alleged
         infringement  or if in  OneLink's  opinion,  such  Software  or  other
         services or  deliverables  are likely to become subject to a claim for
         infringement, OneLink shall, at its expense and option and without any
         effect or waiver of any right U S WEST may  possess  at either  law or
         equity,  either:  (1) procure for U S WEST the right to continue using
         such  Materials,  or (2) replace or modify the  Materials so that they
         become  non-infringing,  but only if the  modification  or replacement
         does not adversely  affect U S WEST's rights or ability to use same as
         specified in this Agreement. If neither of those options is reasonably

                  Confidential. Disclose and distribute solely
                 to those individuals who have a need to know.

<PAGE>

         possible,  OneLink shall refund to U S WEST an  appropriate  amount of
         the compensation and expenses paid hereunder, based on considering the
         amount of time U S WEST was able to receive the  benefit of  Materials
         and the amount of time U S WEST  expected  to be able to  receive  the
         benefit of said  Materials.  OneLink  shall also pay all  expenses  of
         removing the Materials  and any  reasonable  expenses  incurred by U S
         WEST to install alternatives to the Materials.


8.0      Confidentiality

8.1      Confidential  Information  Defined.  Each party hereto (the "Disclosing
         Party") may disclose to the other party  ("Receiving  Party"),  whether
         before or after the Effective Date, certain proprietary  information on
         a  confidential  basis to further  the  performance  of this  Agreement
         ("Confidential   Information").   Confidential   Information   is   all
         information of the Disclosing  Party,  or a third party, in any medium,
         which is clearly marked  confidential or  proprietary.  Notwithstanding
         such  marking,   all  Call  Data  shall  be   considered   Confidential
         Information.  Confidential  Information  includes but is not limited to
         the terms of this Agreement, technical and business information or data
         (including Call Data) relating to Disclosing  Party's,  third parties',
         customers',   or  subscribers'  products,   research  and  development,
         production, costs, engineering processes, profit or margin information,
         finances,   marketing,  future  business  plans,  analyses,  forecasts,
         predictions,  projections,  intellectual  property,  trade secrets, and
         know-how.  Confidential Information may take the form of documentation,
         drawings, specifications,  Functional Requirements, Software, technical
         or engineering data, source code,  information  contained on Disclosing
         Party's  network,  and other forms.  Subject to the rights and licenses
         granted  herein,  all  Confidential  Information  shall remain the sole
         property  of  Disclosing  Party and the  Receiving  Party shall have no
         rights to the Confidential Information.

8.2      Confidentiality  Obligations;  Restrictions on Use. The Receiving Party
         agrees that it shall hold the  Confidential  Information in confidence,
         exercising  a degree of care not less  than the  degree of care used by
         the  Receiving  Party to protect its own  proprietary  or  confidential
         information  that  it does  not  wish to  disclose  but no less  than a
         reasonable  degree of care. The Receiving  Party further agrees that it
         shall not make any  disclosure of the  Confidential  Information to any
         third parties without the express written consent of Disclosing  Party,
         and to advise employees,  consultants or agents of their obligations to
         keep such information  confidential.  The obligations contained in this
         section shall remain in effect for two (2) years following  termination
         of this Agreement.

8.3      Exceptions.  The foregoing  obligations  shall not apply to information
         that (a) has been  published or is otherwise  readily  available to the
         public  through no fault of the Receiving  Party;  (b) was known by the
         Receiving Party prior to the time of disclosure;  (c) was obtained from
         a third party without a breach of any confidentiality  limitations; (d)
         was  independently  developed  without  use  or  recourse  of or to any
         Confidential  Information;  or (e)  disclosures  required by applicable
         law.

                  Confidential. Disclose and distribute solely
                 to those individuals who have a need to know.


<PAGE>

9.       Indemnity; Limitation of Liability

9.1      Indemnity:  To  the  extent  of the  negligence,  gross  negligence  or
         willfulness  of OneLink or any party under the  direction or control of
         OneLink, or to the extent any services and/or  deliverables,  including
         Software,  are  unreasonably  dangerous,  or to the extent of OneLink's
         breach of any of the terms and  conditions of this  Agreement,  OneLink
         shall  indemnify  and hold  harmless  U S WEST,  its  owners,  parents,
         affiliates,  subsidiaries,  agents,  directors and  employees  from and
         against  all  judgments,   orders,  awards,  claims,  damages,  losses,
         liabilities,  costs and expenses,  including, but not limited to, court
         costs and reasonable  attorneys' fees ("Liabilities")  arising from the
         performance  of the  services  hereunder  or the acts or  omissions  of
         OneLink,  its agents and  employees  and others under its  direction or
         control.  Such Liabilities shall include,  but not be limited to, those
         which are attributable to personal injury, sickness,  disease or death;
         and/or  result  from  injury  to or  destruction  of real  or  personal
         property   including   loss   of  use   thereof,   theft,   misuse   or
         misappropriation.

9.2      To the extent of the negligence, gross negligence or willfulness of U S
         WEST or any party under the direction or control of U S WEST, or to the
         extent of U S WEST's breach of any of the terms and  conditions of this
         Agreement,  U S WEST shall  indemnify  and hold harmless  OneLink,  its
         parent, affiliates,  subsidiaries, agents, directors and employees from
         and against all  Liabilities  arising from the acts or omissions of U S
         WEST,  its  agents and  employees  and others  under its  direction  or
         control.  Such Liabilities shall include,  but not be limited to, those
         which are attributable to personal injury, sickness,  disease or death;
         and/or  result  from  injury  to or  destruction  of real  or  personal
         property   including   loss   of  use   thereof,   theft,   misuse   or
         misappropriation.

9.3      OneLink  shall  indemnify  and  hold  harmless  U S WEST,  its  owners,
         parents, affiliates, subsidiaries, agents, directors and employees from
         and against all Liabilities arising out of or resulting from assertions
         under workers'  compensation or similar  employee  benefit acts made by
         OneLink  or any of  OneLink's  employees,  agents,  subcontractors,  or
         subcontractors' employees or agents.

9.4      LIMITATION OF LIABILITY. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR
         ANY  INCIDENTAL,  CONSEQUENTIAL,  LOST  PROFITS,  SPECIAL,  OR PUNITIVE
         DAMAGES OF ANY KIND OR NATURE INCLUDING, WITHOUT LIMITATION, THE BREACH
         OF THIS AGREEMENT OR ANY  TERMINATION OF THIS  AGREEMENT,  WHETHER SUCH
         LIABILITY  IS  ASSERTED  ON THE  BASIS  OF  CONTRACT,  TORT  (INCLUDING
         NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, EVEN IF EITHER PARTY HAS
         WARNED OR BEEN WARNED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE.


                  Confidential. Disclose and distribute solely
                 to those individuals who have a need to know.

<PAGE>

         EXCEPT FOR ONELINK'S  OBLIGATIONS  UNDER SECTION 7.3, AND U S WEST'S IN
         SERVICE  OFFERING,  IN NO EVENT  SHALL  EITHER  PARTY BE LIABLE FOR ANY
         LIABILITY IN EXCESS OF THE SOFTWARE  DEVELOPMENT  FEES RECEIVED AND DUE
         TO ONELINK.

9.5      If a party intends to seek  indemnity  with respect to such claim under
         this  Section 9, that party  shall  notify the other  party of any such
         third party claim made  against it within ten (10) days of knowledge of
         same. The indemnifying party shall have the right to undertake, conduct
         and  control,  through  counsel of its own  choosing,  the  defense and
         settlement  of any such claim.  The other party shall have the right to
         be represented by counsel of its own choosing,  but at its own expense.
         So long as is the  indemnifying  party is contesting  any such claim in
         good faith, the other party shall not pay or settle such claim.

10.      Insurance

10.1     Insurance. OneLink shall carry and maintain general liability insurance
         which shall cover its  activities  and  responsibilities  in connection
         with this  Agreement,  including but not limited to coverage for bodily
         injury and property  damage with limits of no less than  $2,000,000 per
         occurrence  and with a carrier  acceptable  to U S WEST.  In  addition,
         OneLink shall  maintain  insurance  coverage  required by law including
         Worker's Compensation  Insurance,  Independent  Contractors  Insurance,
         Employers' Liability Insurance,  Commercial General Liability Insurance
         and Comprehensive  Automobile Liability Insurance in amounts sufficient
         to  adequately  provide  for  OneLink's  needs  and  the  needs  of its
         employees and to cover OneLink's contractual obligations hereunder. U S
         WEST shall be named as an additional  insured.  Such insurance shall be
         primary,  and not contributing  with any other insurance  maintained by
         OneLink,  and may not be cancelable  without  first  providing U S WEST
         with 10 days written advance notice of cancellation.

         OneLink shall forward to U S WEST  certificates  of such insurance upon
         execution  of this  Agreement  and upon any  renewal of such  insurance
         during the term of this  Agreement.  The  certificate(s)  shall provide
         that (1) the U S WEST (and its participating  subsidiaries) be named as
         an  additional  insured(s)  as their  interest may appear with respects
         this   Agreement;   (2)  thirty  (30)  days  prior  written  notice  of
         cancellation  of,  material change or exclusions in the policy to which
         certificate(s)  relate shall be given to the U S WEST;  (3) coverage is
         primary and not excess of, or  contributory  with,  any other valid and
         collectible  insurance purchased or maintained by the U S WEST. OneLink
         shall not  commence any work  hereunder  until the  obligations  of the
         OneLink with respect to insurance have been fulfilled.  The fulfillment
         of such obligations,  however,  shall not otherwise relieve the Onelink
         of any liability  assumed  hereunder or in any way modify the OneLink's
         obligations to indemnify the U S WEST.

         OneLink shall require its  subcontractors who may enter upon U S WEST's
         premises to maintain insurance as described above.

                  Confidential. Disclose and distribute solely
                 to those individuals who have a need to know.

<PAGE>

11.      GENERAL

11.1     INDEPENDENT  CONTRACTOR:  OneLink hereby declares and agrees that it is
         engaged in an  independent  business and will  perform its  obligations
         under this Agreement as an independent  contractor and not as the agent
         or employee of U S WEST;  that OneLink  does not have the  authority to
         act for U S WEST or to bind U S WEST in any respect  whatsoever,  or to
         incur any debts or liabilities in the name of or on behalf of U S WEST;
         that the persons performing  hereunder are not agents or employees of U
         S WEST;  that OneLink has and hereby retains the right to exercise full
         control  of  and   supervision   over  the   performance  of  OneLink's
         obligations hereunder and full control over the employment,  direction,
         compensation   and  discharge  of  all   employees   assisting  in  the
         performance   of  such   obligations;   that  OneLink  will  be  solely
         responsible  for all  matters  relating  to payment of such  employees,
         including   compliance   with  workers'   compensation,   unemployment,
         disability  insurance,  social  security  withholding,  and  all  other
         federal,  state and local laws,  rules and  regulations  governing such
         matters;  and that OneLink will be  responsible  for OneLink's own acts
         and those of OneLink's agents,  employees and subcontractors during the
         performance of OneLink's obligations under this Agreement.  OneLink and
         its employees are not entitled to unemployment  insurance benefits as a
         result of performing  under this Agreement.  OneLink is responsible for
         and shall pay all  assessable  federal and state  income tax on amounts
         paid under this Agreement.  U S WEST shall exercise no supervision over
         OneLink's  employees but shall be available to OneLink for consultation
         or advice and shall have  reasonable  access to the OneLink's  premises
         during working hours to observe the work in progress.

11.2     Non  Solicitation  of  Employees.  During  the Term of this , and for a
         period  of  six  (6)  months  thereafter,  without  the  prior  written
         permission of OneLink, U S WEST or its agent shall not directly solicit
         full-time employees of OneLink whose primary  responsibilities  are the
         performance of Software  development and provisioning of Services under
         this Agreement.  Direct  solicitation  shall not include  responding to
         inquiries  initiated by such employees or  advertisement  of employment
         opportunities in newspapers and trade publications.

11.3     HOURS  REPORT:  OneLink will maintain all  information  required by U S
         WEST for IRS reporting purposes. Pursuant to this requirement,  OneLink
         shall track the total number of hours spent by each of its  employee(s)
         performing  work for U S WEST under this  Agreement or performing  work
         for any U S WEST entity.  At U S WEST's request,  OneLink shall provide
         such  information  on or  prior  to  March  15th of the  calendar  year
         following the calendar year in which the  aforementioned  services were
         performed.

11.4     ADVERTISING;  PUBLICITY:  No  references  to  U S  WEST  or  any  party
         affiliated  with U S WEST or  references  to U S WEST's  names,  marks,
         codes,  drawings,  Functional  Requirements,  or specifications will be
         used  in any  of  OneLink's  advertising,  promotional  efforts  or any
         publicity of any kind in reference to this Agreement without U S WEST's
         review and prior written permission.

                  Confidential. Disclose and distribute solely
                 to those individuals who have a need to know.

<PAGE>

11.5     SETOFF: All claims for money due or to become due from parties shall be
         subject  to  deduction  or  setoff  by such  parties  by  reason of any
         counterclaim arising out of this or any other transaction with OneLink.

11.6     TIME IS OF ESSENCE:  With respect to OneLink's  performance under this
         Agreement,  time is of the essence in this Agreement and a material
         term hereof.

11.7     ASSIGNMENT:  No rights or interests in this Agreement shall be assigned
         by  OneLink  without  the  written  permission  of U S  WEST;  and  any
         attempted  assignment  by  OneLink  shall be  void.  No  delegation  of
         OneLink's  obligations shall be made without written  permission of U S
         WEST,  including  the  hiring of  subcontractors  or  non-employees  to
         perform any part of hereunder.

11.8     FORCE  MAJEURE:  Either  party shall have the right to delay  delivery,
         performance  or  acceptance  where  such  delay is caused by natural or
         civil occurrences  beyond its control.  The affected party shall notify
         the other party of the delay as soon as reasonably possible,  and shall
         cooperate in minimizing the impact of such delay.  If the force majeure
         event shall cause failure for 10 business days or more, the other party
         may terminate this  Agreement in whole or in part upon written  notice,
         and/or U S WEST shall have  access to the  Software  source  code until
         such force  majeure event has lapsed for the sole purpose of continuing
         business as usual.

11.9     WAIVER:  The  waiver  of any term  hereof  shall be  binding  only when
         committed to writing. No waiver,  whether express or implied,  shall be
         construed as a waiver of the same or any other term, condition or right
         on any other occasion.

11.10    COMPLIANCE WITH LAWS:  Unless exempt under the rules and regulations of
         the  Secretary of Labor or other proper  authority,  this  Agreement is
         subject to applicable laws and orders relating to equal opportunity and
         nondiscrimination in Employment.

11.11    OneLink  shall  obtain and  maintain at its own expense all permits and
         licenses required by law with respect to any portion of its obligations
         under  this  Agreement,  and shall give all  notices,  pay all fees and
         comply with all laws, ordinances, rules and regulations relating to its
         performance obligations specified herein.

11.12    Both parties shall adhere to the U.S.  Export  Administration  Laws and
         Regulations  and  shall  not  export  or  re-export  any   Confidential
         Information,  technical  data,  products or software  received from the
         other party,  or any direct product of such  Confidential  Information,
         technical data, products or software,  to any person or U S WEST who is
         a  legal  resident  of or is  controlled  by a  legal  resident  of any
         proscribed  country  listed  in  Section  779.4(f)  of the U.S.  Export
         Administration  Regulations  (as the same may be  amended  from time to
         time),  unless  properly  authorized  by  the  U.S.  Government.   This
         requirement  shall survive the expiration,  termination or cancellation
         of this Agreement.

                  Confidential. Disclose and distribute solely
                 to those individuals who have a need to know.

<PAGE>

11.13    TAXES:  OneLink  shall be solely  responsible  for the  payment  of all
         payroll  and  other  taxes  applicable  to it.  U S WEST  will pay only
         applicable  sales  or use  taxes  on  personal  property  furnished  in
         accordance  with this  Agreement.  All such taxes  shall be  separately
         stated on OneLink's invoice.

11.14    DISPUTE RESOLUTION: If any claim, controversy or dispute of any kind or
         nature whatsoever arises between the parties, their agents,  employees,
         officers,  directors or affiliated agents  ("Dispute") and such Dispute
         cannot  be  settled  through  negotiation,  then any  Dispute  shall be
         resolved by arbitration as provided in this Article.  Federal law shall
         govern the arbitrability of all claims.  Notwithstanding the foregoing,
         the parties may cancel or terminate this  Agreement in accordance  with
         its  terms  and  conditions   without  being  required  to  follow  the
         procedures set forth in this Article.

         A  single   arbitrator   engaged  in  the   practice  of  law,  who  is
         knowledgeable about the subject matter of this Agreement and the matter
         in Dispute,  shall conduct the arbitration under the then current rules
         of the AAA, unless otherwise  provided herein.  The arbitrator shall be
         selected in  accordance  with AAA  procedures  from a list of qualified
         people  maintained by the AAA. The arbitration  shall be conducted in a
         mutually agreeable location in Minnesota,  and all expedited procedures
         prescribed  by the AAA rules shall apply.  The laws of Minnesota  shall
         govern the construction and interpretation of this Agreement.

         Either  party may  request  from the  arbitrator  injunctive  relief to
         maintain  the status quo until  such time as the  arbitration  award is
         rendered or the Dispute is otherwise resolved. The arbitrator shall not
         have authority to award punitive damages.

         Each  party  shall  bear its own costs  and  attorneys'  fees,  and the
         parties  shall share  equally the fees and expenses of the  arbitrator.
         The  arbitrator's  decision and award shall be final and  binding,  and
         judgment upon the award  rendered by the  arbitrator  may be entered in
         any court having jurisdiction thereof.

11.15    SEVERABILITY: In the event that a court or a governmental or regulatory
         agency with proper  jurisdiction  determines  that this  Agreement or a
         provision  of this  Agreement  is  unlawful,  this  Agreement,  or that
         provision  of  this  Agreement  to the  extent  it is  unlawful,  shall
         terminate.  Further,  if U S WEST  determines  that this Agreement or a
         provision   of  this   Agreement   is   inconsistent   with   the  1996
         Telecommunications  Act, that  provision  shall  terminate upon written
         notice to OneLink to that effect.  If a provision of this  Agreement is
         terminated  but the  parties can  continue  legally,  commercially  and
         practicably  without the  terminated  provision,  the remainder of this
         Agreement shall continue in effect.  The term "U S WEST" as used herein
         may be applicable to one or more parties and the singular shall include
         the plural. If more than one party is referred to as "U S WEST" herein,
         then their  obligations  and liabilities  shall be several,  not joint.
         Notwithstanding the foregoing,  any and all applicable discounts and/or
         credits  shall be based upon the combined  forecasts  and/or  purchases
         made by all Companies under this Agreement.

                  Confidential. Disclose and distribute solely
                 to those individuals who have a need to know.

<PAGE>

11.16    NONEXCLUSIVE  AGREEMENT:  Other than as explicitly stated herein, it is
         understood and agreed that this Agreement does not grant to OneLink any
         exclusive  privileges  or rights and U S WEST may  contract  with other
         suppliers for the procurement of comparable services. U S WEST makes no
         guarantee or commitment  for any minimum or maximum  amount of services
         to be purchased hereunder.

11.17    AMENDMENTS:  No modifications or amendments shall be made to this
         Agreement unless in writing and signed by the parties.

11.18    SURVIVAL:  The  provisions of this  Agreement  that, by their sense and
         context,  are intended to survive performance by either or both parties
         shall  also  survive  the   completion,   expiration,   termination  or
         cancellation of this Agreement.

11.19    NOTICES:  Where written notices,  demands, or other  communications are
         required  under this  Agreement  to be made in  writing,  they shall be
         deemed duly given when made in writing and  delivered in hand,  or upon
         receipt when properly addressed  return-receipt-requested and delivered
         by United  States  Postal  Service  or other  delivery  service  to the
         parties as shown below.  Addresses may be changed by written  notice to
         the parties.

         To U S WEST                           To OneLink
         [***]*                                Mike Ryan
         1801 California Street, Suite 3330    10340 Viking Drive, Suite 150
         Denver, CO  80201                     Eden Prairie, MN  55344
         [***]*                                (612) 996-9103
         [***]*                                mryan@onel.com

11.20    ENTIRE  AGREEMENT:   This  Agreement,   together  with  all  referenced
         exhibits,  shall  constitute the entire  Agreement  between the parties
         with respect to the subject  matter of this  Agreement.  This Agreement
         supersedes  all prior oral and written  communications,  agreements and
         understandings  of the  parties  with  respect  to the  subject of this
         Agreement.

Exhibit A  Functional  Requirements
Exhibit B  Development  Schedule  and Fees
Exhibit C  Software  Support
Exhibit D  Technical  Trial
Exhibit E  Market Trial
Exhibit F  Services Fees
Exhibit G  Royalty Payments
Exhibit H  Escrow Agreement

------------------------
*Confidential treatment has been requested for this information.

                  Confidential. Disclose and distribute solely
                 to those individuals who have a need to know.

<PAGE>


The parties  intending  to be legally  bound have caused  this  Agreement  to be
executed by their duly authorized representatives.


US WEST Communications Inc.                    OneLink Communications, Inc.


/s/ Nick Ciancio                               /s/ Paul Lidsky
                                               (Authorized Signature)


Nick Ciancio                                   Paul Lidsky
                                               (Print or Type Name of Signatory)


Vice President - Business Development          President & CEO
                                               (Title)


November 11, 1997                               November 12, 1997
                                                (Date)



                  Confidential. Disclose and distribute solely
                 to those individuals who have a need to know.

<PAGE>


                                    Exhibit A


Advanced Intelligent Network
Functional Requirements for External Vendor
Call Management Reports

August 21, 1997





T-10_02-007001-01.03




Prepared by:

U S WEST Advanced Technologies
Human Factors Group



Abstract

This document  provides the external  vendor  functional  requirements  for Call
Management  Reports  Service  (CMR).  Call  Management  Reports  is an  Advanced
Intelligent  Network  (AIN) service which  provides  customers  with traffic and
usage data  regarding  inbound  telephone  calls.  An external  vendor will been
chosen to sort and collapse the raw traffic data collected by the AIN portion of
the service, generate output reports and deliver them to U S WEST's customers.


                  Confidential. Disclose and distribute solely
                 to those individuals who have a need to know.

<PAGE>


Version Notice

All revisions made to this document are listed here in chronological order.

         00.01    June 5, 1997              Draft
         01.00    July 3, 1997              First Release
         01.01    July 9, 1997              Vendor's Requested Revisions
         01.02    August 4, 1997            Vendor's Requested Revisions
         01.03    August 21, 1997           U S WEST Requested Revisions

Who to Contact for More Information

Please direct your questions or comments regarding the contents of this document
to:

[***]*

U S WEST Advanced Technologies
4001 Discovery Drive, Suite 340
Boulder, CO 80303

[***]*

[***]*

(C) Copyright 1997 by U S WEST Advanced Technologies, Inc.
All rights reserved.


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1.0      Introduction

         This document provides the external vendor functional  requirements for
         Call  Management   Reports  Service  (CMR).   The  party,  or  parties,
         implementing the Call Management  Reports Service shall comply with all
         requirements stated in this document.

         Call  Management  Reports  is an  Advanced  Intelligent  Network  (AIN)
         service which provides  customers with traffic and usage data regarding
         inbound telephone calls. An external vendor has been chosen to sort and
         collapse  the raw  traffic  data  collected  by the AIN  portion of the
         service,  generate  output  reports  and  deliver  them  to U S  WEST's
         customers.

         The product will be developed  in 2 major  phases.  Phase 1 is aimed at
         getting a viable  product to  technical  trial by  September  22, 1997.
         Phase 2 is aimed at  developing a fully  functional  product for market
         trial and deployment. Phase 2 dates will depend upon the outcome of the
         technical trial but there is a strong drive to move toward market trial
         within 45 days of the successful start of technical trial.


1.1      Document Responsibilities

         Owner:                        [***]*

         Author:                       [***]*

         Required Internal Reviewers:  [***]*

         Required External Reviewers:  [***]*


1.2      Related Documents

The documents listed below provided information used in preparing this document.

        [***]*


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1.3      Scope

         This document provides the external vendor functional  requirements for
         Call Management Reports Service (CMR). This document includes technical
         details  regarding how U S WEST and the external  vendor transfer data,
         and how  data is  managed,  how data is  prepared  and  distributed  to
         customers.

         This document does not specify any of the AIN  Functional  Requirements
         for how data is collected  within the U S WEST  network.  This document
         does not  specify the fiscal  relationship  which U S WEST has with the
         vendor.

1.4      Definitions

         The following terms are defined for use elsewhere in this document:

           -  Technical Trial: A trial in which service is provided to actual U
              S WEST  customers/friendly  users  without  cost.  The  goal  of a
              technical trial is to demonstrate the technical feasibility of the
              product and collect relevant data.

           -  Market  Trial:  A trial  in which  service  is  provided  (with a
              charge) to actual U S WEST  customers.  The goal of a market trial
              is to  gather  marketing  information  and to  develop  deployment
              strategy.

           -   [***]*


1.5      Service Synopsis

         The Call  Management  Reports  Service (CMR)  provides  customers  with
         traffic  and usage data  regarding  inbound  telephone  calls.  This is
         accomplished by [***]*.

         This data is transferred to the outside vendor who [***]*.


2.0      Vendor Requirements

         Requirements that must be adhered to are indicated by the word "shall"
         and  parenthesized  capital "R" in bold font,  i.e.  (R).  Operational
         functionality that is highly desirable but not necessarily required is
         termed an  "objective"  and is denoted by a capital  "O" in bold font.
         i.e. (O). All requirements and objectives are numbers in sequence.


2.1      Service Orders/Provisioning

         [***]*.

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         (R) T-10_02-007001-10,  U S WEST sales  representatives  will send
             information  about new customers  directly to the vendor using
             [***]*.

         (R) T-10_02-007001-11 Until [***]* capability is developed,, [***]*.

         (R) T-10_02-007001-12 The vendor must maintain a record of [***]* for a
             minimum of [***]*.

         (R)  T-10_02-007001-13 The vendor shall maintain a current and accurate
              database of all customers.

         (R)  T-10_02-007001-14  In Market Trial and Deployment,  the vendor
              shall be  capable  of  [***]*.  By  capable,  we mean that the
              [***]*. Growth must occur when load reaches [***]* this allows
              for a constant buffer of [***]*.

         (R)  T-10_02-007001-15  The customer  database will contain (but is
              not limited to) the following  information:  [***]*. As [***]*
              options become available, customer data may also include:
              [***]*.,


2.2      Data


2.2.1    Access

         (R)  T-10_02-007001-100 The vendor shall provide a [***]* with the
              ability [***]*

         (R)  T-10_02-007001-110 The vendor shall provide the ability to [***]*

         (R)  T-10_02-007001-120  The  [***]*  shall  have  the  ability  to
              [***]*. By ability, we mean that the [***]*. Growth must occur
              when  [***]*  this  allows  for a  constant  buffer  of [***]*
              capacity.

         (R)  T-10_02-007001-130  The [***]*.  No access shall be granted to
              any other entity than U S WEST or the vendor.

         (R)  T-10_02-007001-132 The internal vendor operations shall not be
              accessible by anyone other than the vendor and vendor approved
              agents.

         (R)  T-10_02-007001-140 [***]*

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         (R)  T-10_02-007001-150    Scheduled    server    downtimes   (e.g.
              Maintenance)  must  be  negotiated  between  U S WEST  and the
              vendor.

         (R)  T-10_02-007001-160 The vendor will insure a [***]*.

2.2.2    Data Management

         (R)  T-10_02-007001-200  The vendor  shall  maintain a database  of
              [***]* on an  ongoing  basis  plus  [***]*a  specified  period
              [***]*  after  which  time the [***]*.   At the end of [***]*,
              archives should be destroyed.

         (R)  T-10_02-007001-210 Under no circumstances shall the vendor use
              or offer  for use  [***]*  to any  party  other  than U S WEST
              without written consent by U S WEST.

         (R)  T-10_02-007001-220  The vendor shall make [***]*  available on
              request. The data requested may be "summary file" and/or "data
              files"  for a  reporting  period  or  for  multiple  reporting
              periods . [***]*  will be  requested  by  [***]*  and  [***]*.
              [***]* will be delivered electronically or Faxed (summary data
              only) to a yet to be  specified  location.  The [***]* will be
              used to  respond to [***]*  that the [***]*  makes to U S WEST
              personnel.

         (R)  T-10_02-007001-230  The  vendor  shall  make  their  end  user
              software  available for U S WEST personnel who are required to
              respond to customer inquiries and/or claims concerning [***]*.
              The end-user  software  will be accessed by U S WEST  customer
              contact personnel from a yet to be determined common location.


2.2.3    Capacity

         (R)  T-10_02-007001-300 The vendor must be able to [***]*. By able,
              we mean  that the  [***]*  will be grown as  demand  warrants.
                  Growth must occur when [***]*.


2.2.4    Quality

         (R)  T-10_02-007001-400  The vendor shall implement quality control
              processes  and test  procedures  to guarantee  that the output
              file  provided to customers  match the data  received from U S
              WEST.

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         (R)  T-10_02-007001-410  U S WEST  and  the  vendor  shall  meet to
              review  system  processes and  procedures  with the purpose of
              brainstorming  possible  problems and likely  solutions before
              the beginning of technical trial.

         (R)  T-10_02-007001-420  The vendor will perform [***]* on the data
              received from U S WEST to reasonably ensure that [***]*.

         (R)  T-10_02-007001-430  [***]*  checks on the data should occur as
              part of the  ongoing  [***]*  process  and should be  designed
              ensure that  problems  are noticed and  rectified  as early as
              possible. These checks will include checks of [***]* as well as
              [***]*.

         (R)  T-10_92-007001-440  When  [***]*,  the vendor  will notify U S
              WEST of the  problem.  Notification  will  include  a  written
              statement  of the  problem,  including  information  regarding
              [***]*.  Contact names, e-mail addresses and numbers TBD.

         (R)  T-10_02-007001-450 The vendor will provide, at the option of U
              S WEST, access to it's [***]* results, data, reports,  charts,
              procedures,  manuals, requirements,  practices and methods for
              [***]*.

         (R)  T-10_02-007001-460  If U S WEST  observes  that the  vendor is
              deviating  from said vendor's  quality  control  procedures or
              observes  quality control  activity results which may indicate
              worsening  quality or  reliability,  U S WEST will  notify the
              vendor in  writing.  The vendor  must  respond  with letter of
              explanation,  an if  appropriate,  specify method and timeline
              for rectifying any problems.

         (R)  T-10_02-007001-470  The vendor will  provide,  as part of it's
              regular [***]*, reports which detail [***]*. Specifically, the
              vendor will provide information about the [***]* across hours.
              These  reports shall be shared with U S WEST within [***]* of the
              close of a reporting cycle.


2.2.5    Input File Content

         (R)  T-10_02-007001-500  Data will be collected from the [***]* and
              passed to the vendor using [***]*.

         (R)  T-10_02-007001-510 Data will include [***]*. Although all data
              fields may not be  populated  for every  [***]*,  every [***]*
              will be pegged by the system.

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         (R)  T-10_02-007001-520  [***]*  which has not been  ordered by the
              subscriber  will not  appear as part of the  record  which U S
              WEST supplies to the vendor.

         (R)  T-10_02-007001-530  When a [***]*.

         (R)  T-10_02-007001-535  For Technical Trial,  [***]* may be passed
              to the vendor.  The vendor shall truncate the [***]* when only
              the [***]* has been provided.

         (R)  T-10_02-007001-537  For Market Trial, When a [***]*,  only the
              [***]* will be passed to the vendor.

         (R)  T-10_02-007001-540   In  Market  Trial,   The  [***]*  reports
              (specified  in  Appendix  A)  must  be   supportable.   Actual
              deployment  of report types will depend upon feedback and data
              received in technical and Market trials.

         (R)  T-10_02-007001-550  In Technical Trial, there will be only one
              report  type.  It will include all data which can be collected
              by the [***]*.

2.2.6    Output File Content

         (R)  T-10_02-007001-600  The vendor will produce [***]* as follows:
              1) For each [***]* the vendor will produce an [***]* format TBD,
              2) The vendor will create  [***]*,  3) The vendor will include
              additional  [***]*  for use in the end  user  software.  These
              files should,  where  possible,  be sent to the customer on as
              few diskettes as possible.

         (R)  T-10_02-007001-610  U S WEST  retains  the right to modify the
              format of the [***]* report based on market/customer feedback.
              Modifications  can include [***]*.  [***]* is not required for
              technical   trial.  All  [***]*  must  be  made  with  [***]*,
              particularly  when utilizing  [***]*.  Cost and timing of such
              modifications   will  be  mutually  agreed  upon  between  the
              parties.

         (R)  T-10_02-007001-620  The  vendor  will add [***]* to the [***]*
              record for every [***]*  information  has been supplied by U S
              WEST.

         (R)  T-10_02-007001-630  When no [***]*  appears in certain  [***]*
              for a given  customer,  the [***]* for that  column  should be
              suppressed  in the summary  files.  This  includes  but is not
              limited to  [***]*.  [***]*  should  never be  suppressed  for
              [***]*  even if no data  appears  on that day or in that  time
              range.  [***]*  embedded  within the  [***]*  file will not be
              suppressed,   unless  a  mutually   acceptable   solution   is
              developed.

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         (R) T-10_02-007001-640 When a [***]*, the vendor shall display only the
             [***]* for that [***]*.


2.2.7    Security


         (R)  T-1_02-007001-700  Encryption  capabilities  must be  provided
              between  the U S WEST and the vendor for any  transmission  of
              subscriber data.

         (R)  T-10_02-007001-710  Only  AUTHORIZED  U S WEST  employees  and
              AUTHORIZED vendor employees or contracted  representatives may
              examine  customer  data files.  Disclosure  of  customer  data
              beyond authorized  personnel is forbidden and subject to legal
              action.

2.3      Product Delivery

         (R)  T-10_02-007001-800  The vendor will  provide  output files for
              distribution to the customer as outlined in T-10_M-007001-600.

         (R)  T-10_02-007001-810  The Data  File  shall  contain  all of the
              processable  data  supplied by U S WEST for the time period of
              the report.

         (R)  T-10_02-007001-820 The records in the [***]* be sorted by [***]*.

         (R)  T-10_02-007001-830   The  [***]*  shall   consist  of  summary
              information  regarding  the [***]*.  The format of the [***]*.
              The format of the [***]*.

         (R)  T-10_02-007001-840  In  Market  Trial:  The  vendor  must  be
              able to  implement  the  following [***]*.  [***]* will depend
              upon results from the Technical and Market Trials.

         (R)  T-10_02-007001-845 The [***]* will be provided by U S WEST.

         (R)  T-10_02-007001-850  In Technical Trial: The vendor must be
              capable of [***]*.

              T-10_02-007001-855 In the event a customer is unable to accept
              the vendor's [***]*, the customer can choose either the [***]*
              or [***]* as an alternative.

         (R)  T-10_02-007001-860  The  vendor  must be  capable of [***]* of
              each  type per  month  for the  first  [***]*  of  deployment.
              Numbers would increase as demand increased past [***]*.

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         (R)  T-10_02-007001-870  [***]* must be complete  within 2 calendar
              days of the  receipt  of the [***]* of the close of the [***]*
              period.  For example,  if a [***]* closes at end of month, the
              [***]* must be  processed ,  fulfilled,  and in transit to the
              customer within [***]* of receipt of the final data set from U
              S WEST.  Across  [***]*,  the vendor is expected to meet these
              criteria at least [***]*of the time.

         (R)  T-10_02-007001-880  [***]*  must  be  complete  within  [***]*
              calendar days of receipt of the [***]*. For example, if [***]*
              closes  at  end  of  month,  the  [***]*  must  be  processed,
              fulfilled,  and in transit to the  customer  within  [***]* of
              receipt of the [***]* from U S WEST. Across [***]*, the vendor
              is expected to meet these criteria at least [***]*of the time.

2.4      Customer Support

         (R)  T-10_02-007001-900  The  vendor  will  provide  a  [***]*  for
              internal  customer  support  at a  cost  and  timeframe  to be
              mutually agreed upon between the parties.

2.5      Billing

         (R)  T-10_02-007001-1000  The vendor will be responsible for [***]*
              to U S WEST the [***]*.  This file shall be referred to as the
              [***]* file.

         (R)  T-10_02-007001-1005  The vendor will provide  [***]* file on a
              [***]* basis via a TDB communications process between U S WEST
              and the vendor.

         (R)  T-10_02-007001-1010  Vendor will provide  capability to [***]*
              via TBD  communications  process.  [***]*  will be composed of
              [***]*.  Vendor  will be required to [***]* and [***]* as part
              of file submitted for the next billing cycle.

         (R)  T-10_2-007001-1020  Subscribers are allowed [***]*. The [***]*
              must be changeable as a function of report type.

         (R)  T-10_02-007001-1030  The [***]* will contain information about
              [***]* which [***]* for that [***]*.

         (R)  T-10_02-007001-1040  The vendor  will be required to pass each
              subscriber's   [***]*  in  addition   to  [***]*   within  the
              prescribed record format.

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         (R)  T-10_02-007001-1050  The format and requirements for the [***]*
              are specified in [1]

         (R)  T-10_02-007001-1060 A [***]* will be composed of [***]*.

         (R)  T-10_02-007001-1070 - [***]* will apply to  "one-time  reports"
              as well as reports ordered on a  recurring basis.

         (R)  T-10_02-007001-1080 The vendor will calculate [***]* and apply
              the [***]*.  Both [***]* will be populated on the subscriber
              record.  (as specified in (1)).

         (R)  T-10_02-007001-1090   The  [***]*  and  the  [***]*   must  be
              changeable  as a  [***]*.  That  is, a  unique  [***]*  can be
              specified for each type of report.

2.6      Fault Handling

         The following  steps are performed to increase the  reliability  of the
         Call Management Reports Service:


         (R)  T-1_02-007001-1100  [***]*  between U S WEST and the  external
              vendor will be accomplished using [***]*.

         (R)  T-1_02-007001-1110  If a [***]*  fails and it appears that the
              fault  is on the  vendor  side,  U S  WEST  shall  notify  the
              external vendor immediately upon receiving an alarm.

         (R)  T-10_02-007001-1120  The  vendor  will  assess  and  report  on
              [***]*  within  [***]*  of being notified.  [***]* is offered on
              a [***]* basis.

         (R)  T-10_02-007001-1125  The vendor will provide  end-user support
              [***]* across all valid time zones. Support is offered [***]*.

         (R)  T-10_02-007001-1130  Problems  must be  resolved  in a  timely
              manner as to avoid loss of and/or delayed delivery of customer
              call data.

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         (R)  T-l0_02-007001-1140  If the [***]*  should fail for ANY REASON
              which  directly  impacts the  performance  of the [***]*.  The
              external  vendor will be notified  within  [***]*.  Support is
              offered on a [***]* basis.

         (R)  T-10_02-007001-1150 Failure notification will be followed with
              specification  on how to manage any data  impacting  problems.
              Such problems include but are not limited to [***]* etc.

         (R)  T-10_02-007001-1160  If the vendor's  process  should fail for
              ANY REASON which directly  impacts  the  functioning/performance/
              delivery  of the [***]*,  the external vendor will  notify  US
              WEST   within   [***]*.

         (R)  T-10_02-007001-1170 Notification will be followed with written
              specification of the problem and it's solution.  Such problems
              include but are not limited to [***]*.

2.7      Documentation

         (R)  T-10_02-007001-1200  The  vendor  will  provide  a  functional
              specification  document  which  outlines  in  detail  how  the
              requirements in this functional specification will be met.

         (R)  T-10_02-007001-1210  As the  product  is  developed,  U S WEST
              maintains  the  right  to  make  minor  modifications  to this
              functional requirements document.


2.8      Support


         (R)  T-10_02-007001-1300  The vendor will provide  [***]*support to
              resolve  process  critical  problems  for  internal  U S  WEST
              contacts.  Vendor  will not [***]*.  Support  personnel  will be
              [***]* and will return calls within [***]*


2.9      Software


2.9.1    Design

         (R)  T-10_02-007001-1400  The vendor shall [***]*. Customers should be
              able to [***]*.

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         (R)  T-10-02-007001-1410  The vendor software must [***]*. That is,
              the  [***]*  must  be  the  most  salient  task  which  can be
              accomplished using the software.

              T-10_02-007001-1415  [***]*.

         (R)  T-10_02-007001-1420 Vendor software shall meet acceptance test
              criteria. Test criteria will be developed and agreed upon by U
              S WEST and the vendor.

         (R)  T-10_02-007001-1430  Customers  must be able to  [***]*  from  the
              software.


2.9.2    Sales


         (R)  T-10_02-007001-1500  [***]*.  At a  minimum,  U S  WEST  sales
              personnel will provide the vendor 800 number(s) to [***]*.

         (R)  T-10_02-007001-1510  U S  WEST  retains  the  option  to  purchase
              quantities of the [***]*.

         (R)  T-10_92-007001-1520 U S WEST retains the option to [***]*.


2.9.3    Distribution


         (R)  T-10_02-007001-1600 The vendor software shall be distributed by
              the vendor.

         (R)  T-10_02-007001-1610 The vendor at it's discretion can have U S
              WEST bill and collect for end user  software that is sold by U
              S WEST in conjunction with U S WEST Call Management  Reports,
              except when prohibited by federal or state regulations.


2.9.4    Support


         (R)  T-10_02-007001-1700  The vendor shall  provide all support for the
              software product.

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         (R)  T-10_02-007001-1710 The vendor will supply, at their cost, 800
              number(s) for Software Support for CMR customers. The software
              support  lines  must be  availabl6-during  business  hours  in
              Pacific, Mountain and Central Time Zones.


3.0      References


         [1]      [***]*

























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         4.0      Appendix A

[***]*































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                                    Exhibit B
                          Development Schedule and Fees

The software  development  to be conducted  considers  [***]*.  The  development
activities for [***]* are incorporated  within [***]*, respectively, which are:

[***]*

OneLink may exceed the total budget for each category  [***]*,  respectively) by
[***]*  without  permission  from U S WEST. Any costs above the [***]* level for
any category must be approved in writing by U S WEST.

As a [***]*  OneLink  will  receive  [***]*  saved  below  the  [***]*  software
development budget.

Additional development costs above the software development budget:
1.       [***]*
2.       Since [***]* is not available OneLink will develop [***]*.  When [***]*
         becomes  available  OneLink  will then  develop  it with the cost being
         borne by U S WEST.

The schedule of development will be as follows  (cumulative %-of task completion
shown):

[***]*







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U S WEST will pay for these development  expenses in installments of [***]*. U S
WEST paid, and OneLink acknowledges receipt of the first [***]* of payments made
in [***]*. U S WEST will pay the final  installment on [***]* or upon completion
of the work if extended beyond this date.





























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                                    Exhibit C

                                Software Support

1.       DEFINITIONS.

The capitalized terms used in this Schedule shall have the meanings set forth in
the  Agreement.  In  addition,  the  following  capitalized  terms  used in this
Schedule shall have the following meanings:

"Priority  1 Error"  (or  "Emergency")  shall  mean the  Software  is  unusable,
produces incorrect results,  or fails  catastrophically  in response to internal
errors,  user errors,  incorrect input files, or  incompatibility.  The Software
does not perform most of its  documented  functions.  Performance  is materially
degraded.

"Priority  2 Error"  (or  "Detrimental")  shall  mean the  Software  is  usable,
performs most, but not all of its documented functions.

"Priority 3 Error" (or "Inconvenient") shall mean the Software is usable but due
to an Error does not provide the function in the most convenient way.

2.       SERVICES PROVIDED.

OneLink agrees to provide the services with respect to the Software:

2.1  OneLink  agrees to  maintain  the  Software  in all  material  respects  in
conformity  with the Functional  Requirements.  OneLink shall correct all Errors
discovered by U S WEST, OneLink, a test participant, or a subscriber/user.  If U
S WEST believes that there is an Error, U S WEST will notify OneLink, describing
the Error in such detail as is reasonably necessary and available for OneLink to
provide  resolution of the Error.  OneLink shall promptly  investigate the Error
and shall  advise U S WEST of OneLink's  plans for  corrective  action.  OneLink
shall remedy such Error as follows:

         Priority 1 Error  (Emergency).  OneLink will promptly respond and shall
                  use its best  efforts to provide a  resolution  to  Priority 1
                  Errors  within  [***]* of receipt of an Error  report.
                  Should this problem not be capable of solution within [***]*
                  of receipt,  OneLink shall work continuously  thereafter to
                  cause a solution.

         Priority 2 Error (Detrimental). OneLink shall use reasonable commercial
                  efforts to provide a  resolution  to a Priority 2 Error within
                  [***]* of receipt of an Error report.

         Priority 3 Error  (Inconvenient).  OneLink  shall  use  its  reasonable
                  commercial  efforts  to provide a  resolution  to a Priority 3
                  Error  within  [***]*  of receipt of an Error
                  report.

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                 to those individuals who have a need to know.

<PAGE>


         The priority level of an Error reported will be determined by U S WEST,
         when  reported  by them and by OneLink in all other  cases  using their
         reasonable judgment.

2.2      Support and Enhancements for U S WEST

2.2.1    Call  Handling Support.  OneLink shall provide a phone-in service for
         Error report and  resolution  and general support with  qualified  and
         trained  personnel.  Such phone-in  services shall be available [***]*.
         OneLink shall strive  to answer such calls within two (2) rings and
         eliminate  busy signals through installation of a voice mail system
         mutually acceptable to both parties.  All calls made by U S WEST or
         their customer which are not answered at that call will be returned
         within [***]*. As mutually agreed upon by the parties after the market
         trial, as dictated by market demands,  OneLink will invest in a call
         queuing/distribution  system  such that [***]* of all calls received
         are answered without going to a voice mail system.  The cost of the
         hardware for the queuing system will be borne by OneLink.

         OneLink shall provide a return phone call status report for all Errors
         requiring  further  investigation  after  the  initial  report  within
         [***]*.  If the Error  cannot be  handled  within  [***]*,  a mutually
         acceptable  time  commitment  date  will be  established.  Should  the
         parties be unable to arrive at such an agreement on Error  Correction,
         U S WEST  reserves  the right to pursue any and all  remedies  with an
         outside party.

         All  calls  shall  be  handled  with  a  high  degree  of  respect  and
         professionalism. Complaints from U S WEST personnel, or received by U S
         WEST personnel will be documented and reported to OneLink.

2.2.2    OneLink shall be available [***]* via pager.  OneLink shall return all
         pages within [***]*.

2.2.3    OneLink  shall develop and maintain  [***]* for U S WEST  personnel to
         [***}*.  [***]* will be  developed,  tested and ready for use prior to
         deployment  of U S WEST Call  Management  Reports  beyond  the  market
         trial. Upon request,  [***]* to U S WEST. Expenses for the development
         of [***]* for U S WEST  personnel  will be borne by U S WEST and is in
         addition to the software development budget.

2.24     Report  Enhancement.  OneLink shall make  enhancements to currently
         offered reports that are commercially viable and mutually  beneficial
         within thirty (30) days of U S WEST's request. Expenses for agreed upon
         enhancements and timelines shall be mutually agreed upon and shared by
         the parties.

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<PAGE>

2.25     Additional Report Information. OneLink shall add additional information
         provided by U S WEST to customer  reports at a mutually  agreeable cost
         representing time and development expenses incurred, with such expenses
         passed through to the customer at a price point mutually  acceptable to
         the  parties  within  ninety  (90)  days of U S  WEST's  request.  Such
         additional  information  is currently  anticipated  to include  reverse
         appended zip codes, and demographics.

2.2.6    Non-Standard Reports. OneLink shall develop non-standard reports (e.g.,
         [***]*) in response to a request from U S WEST at a mutually agreeable
         fee and schedule at commercially  reasonable rates in the industry.

2.2.7    Enhancements to User Software.  OneLink shall make  enhancements to the
         user software that are commercially viable and mutually beneficial at U
         S WEST's request.  Expenses for agreed upon  enhancements and timelines
         shall be mutually agreed upon and shared by the parties.


2.3      Support for Customers


2.3.1    OneLink  shall  provide support for the End User  Software (as defined
         above) to  customers  via an 800 number.  OneLink  shall  strive to
         answer  such calls  within  two (2) rings and  eliminate  busy  signals
         through  installation  of a voice mail  system  acceptable  to US WEST.
         All calls  made by the  customer which are not answered at that call
         will be returned within one business  hour.  As mutually  agreed upon
         by the  parties after the market  trial, as dictated by market demands,
         OneLink  will invest in a call queuing/distribution  system such that
         [***]* of all calls  received  are answered  without  going to a voice
         mail  system.  All calls  shall be handled  with a high  degree of
         respect  and  professionalism.  OneLink personnel  shall be qualified
         and trained on the user interface software. In addition, such personnel
         shall be capable of answering  questions  related to additional  sales
         of software and  services.  To this end, OneLink may provide separate
         800 numbers for sales and support.


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<PAGE>


                                    Exhibit D

                                 TECHNICAL TRIAL

1.       NUMBER OF USERS

         There will be 100 to 300 technical trial participants.

2.       LOCATION

         The  technical  trial  will  be  located  in the  Minneapolis-St.  Paul
         metropolitan area.

3.       NETWORK

         See functional requirements.

4.       LINKS

         See functional requirements.

5.       REPORTING FORMATS

         Both [***]*  Reports and [***]*  Reports  will be  delivered to the
              customer  according to the  specifications  in the  functional
              requirements.  [***]*  will  be  provided  that  significantly
              enhances the [***]*.

6.       MEDIUM

         Reports  will be  delivered to  customers  [***]*.  No more than [***]*
              trial  participants  will use [***]*.  The number using [***]*
              will be limited to a mutually  agreeable number. The number of
              participants using [***]* will be adequate to test the [***]*.

7.       DURATION

         The technical  trial shall be no longer than [***]* unless OneLink
              and U S  WEST  mutually  determine  that  a  longer  trial  is
              necessary.

8.       FEEDBACK PROCESS

         OneLink  and U S WEST shall  provide  timely  feedback of any  problems
              that  effect  the  success  of  the  trial.   See   functional
              requirements for additional criteria.

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<PAGE>

9.       ERROR CORRECTION

         US WEST will  correct any errors in  delivery of customer  call
              data and- customer  account  information  in a timely  manner.
              OneLink   will   correct   any  errors  in  data   processing,
              formatting,  report delivery,  software formatting and overall
              product   support   in  a  timely   manner.   See   functional
              requirements for additional criteria.

10.      CALL DATA VOLUME/FREQUENCY

         U S WEST and  OneLink  will  expediently  handle all of the call
              data volume generated by the total number of participants.

11.      SUCCESS CRITERIA

         U S WEST will determine the success of the technical trial based on two
         criteria:

         11.1     The ability of U S WEST and OneLink to  successfully  delivery
                  reports  in a timely  and  quality  manner at levels  mutually
                  agreed to by the parties.

         11.2     The software shall perform the specification in Exhibit A to a
                  level of satisfaction  of the technical trial  participants as
                  measured  by  market  research  which  will  be  conducted  to
                  deter-mine final Technical Trial success.

         11.3     Upon  declaration by U S WEST in writing of a successful
                  Technical  Trial, the Software shall be deemed Accepted.



                  Confidential. Disclose and distribute solely
                 to those individuals who have a need to know.


<PAGE>


                                    Exhibit E

                                  MARKET TRIAL

1.       NUMBER OF USERS

         There will be  [***]*  of U S WEST  customers  participating  in the
              market  trial.  Trial  participants  will  [***]*.  [***]* and
              [***]* may be offered by U S WEST.

2.       LOCATION

         The market trial will be located in a [***]*.  Most likely the trial
              [***]*.,

3.       NETWORK

         See functional requirements.

4.       Links

         See functional requirements.

5.       REPORTING FORMATS

         Both [***]* will be  delivered  to the  customer  according  to the
              specifications in the functional requirements.  [***]* will be
              provided that significantly enhances the [***]*.

6.       MEDIUM

         Reports  will  be  delivered  to  customers  [***]*.  There  will be no
              limitations on the number of participants [***]*.

7.       DURATION

         The market trial shall be no longer than [***]*unless  OneLink and
              U S WEST mutually  determine  that a longer trial is necessary
              and a longer trial complies with state utility regulations.

8.       FEEDBACK PROCESS

         OneLink  and U S WEST shall  provide  timely  feedback of any  problems
              that  effect  the  success  of  the  trial.   See functional
              requirements for additional criteria.

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<PAGE>

9.       ERROR CORRECTION

         US WEST will  correct any errors in  delivery of customer  call
              data and  customer  account  information  in a timely  manner.
              OneLink   will   correct   any  errors  in  data   processing,
              formatting,  report delivery,  software formatting and overall
              product   support   in  a  timely   manner.   See   functional
              requirements for additional criteria.

10.      CALL DATA VOLUME/FREQUENCY

         US WEST and  OneLink  will  expediently  handle all of the call
              data volume generated by the total number of participants.

11.      SUCCESS CRITERIA

         U S WEST will determine the success of the marketing trial based on two
         criteria:

         11.1     The  ability of U S WEST and  OneLink to  successfully
                  delivery  reports in a timely and quality manner.

         11.2     A  significant  number  of  participants  agree  that the Call
                  Management  Reports and user interface software will add value
                  to  their  business  and are  willing  to pay a price  for the
                  reports  that covers U S WEST costs and ensures  that U S WEST
                  will realize a profit or meet other marketing objectives.








                  Confidential. Disclose and distribute solely
                 to those individuals who have a need to know.

<PAGE>


                                    Exhibit F

                                  Service Fees

The  [***]*  costs U S WEST will  incur from  OneLink  for the [***]*  will be a
[***]* fee structure based on [***]*. [***]*.

Monthly Reports                                               [***]*
[***]*

Beginning [***]*, or [***]* after the successful  completion of the market trial
period, U S WEST agrees to pay OneLink fees [***]*:

[***]*

U S WEST will only be  assessed  these  [***]*.  U S WEST  will be  invoiced  by
OneLink for all monies due for [***]* that do not  achieve  [***]*,  less actual
[***]*  achieved.  U S WEST will pay these invoices within 30 days after receipt
without  penalty.  U S WEST agrees to not unduly  extend the market trial period
beyond [***]*.  However,  if such an extension is necessary,  U S WEST agrees to
[***]* during the extended market trial period.

U S WEST will also pay to OneLink on a 30 day net basis after receipt of invoice
the following fees:

[***]*


[***]*
         [***]*.

         [***]*.

         [***]*.

         [***]*.

Other Fees
         [***]*. OneLink shall  maintain an  accounting of all [***]*  including
              [***]*.  The  accounting  of [***]*  shall be reported to U S WEST
              each  month.  OneLink may bill U S WEST for mailing of [***]* at a
              cost no greater  than the cost of a [***]* (when  applicable)  and
              postage.  All other costs will be included with  customer  support
              and built into any fees.

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<PAGE>

         [***]* shall be delivered to the customer within [***]* of the request.
              OneLink shall maintain an accounting of all [***]*. The accounting
              of [***]*  shall be reported  to U S WEST each month.  OneLink may
              bill U S WEST for mailing of the [***]* at a cost no greater  than
              the cost of [***]* (when  applicable) and [***]*.  All other costs
              will be included with. customer support and built into any fees.

         [***]*.  Fees charged to U S WEST for [***]* will be mutually agreed
              upon by the parties.

         [***]*

         [***]*.

         Provisioning.  Any additional [***]* fees for provisioning - i.e.
              [***]* will be borne by U S WEST.








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                 to those individuals who have a need to know.

<PAGE>


                                    Exhibit G

                                Royalty Payments

         The  parties  will [***]* in the  proceeds  from  [***]*  derived  from
[***]*.  [***]* are defined as [***]*,  the [***]*, or [***]* as detailed below.
In no event  shall U S WEST be liable for any  deficit or  negative  Net Revenue
amounts.

Allowed Expenses:
[***]*

OneLink  may charge  separately  at  commercially  standard  rates for [***]* in
conjunction  with the  offering of [***]* and not be subject to the [***]*.  U S
WEST reserves the right to dispute [***]*.

Terms and Conditions for Royalty Payments to U S WEST

1.0      All Payments are to be made in United States dollars.  Payment to US
         WEST shall be made quarterly to:
                  [***]*
                  1801 California Street, Suite 3330
                  Denver, CO 80201




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<PAGE>

                  [***]*

         , or at such other address as U S WEST may specify by written notice.

         All amounts  owed under this  Agreement do not include  duties,  taxes,
         withholdings,  assessments, surcharges, value-added taxes, or any other
         charges imposed upon the United States or any foreign government or any
         other  United  States or foreign  taxing  authority  (collectively  the
         "Taxes")  and OneLink  shall pay or reimburse U S WEST in a like amount
         if withheld  from  Payments due U S WEST.  Any Taxes payable by OneLink
         which U S WEST may be  required  to collect or pay upon  provisions  of
         this license,  shall be paid by OneLink upon U S WEST's written demand.
         OneLink agrees to indemnify and hold U S WEST harmless from and against
         all liability,  costs,  expense, and penalties for OneLink's failure to
         timely pay any Taxes. OneLink shall not be responsible for income taxes
         which may be payable by U S WEST.

         If a party  fails to pay any  amounts  due under  this  Agreement,  the
         infringing party shall pay to the receiving party interest on such past
         due  amounts  from the date due  until  paid at the rate of one and one
         half  percent (I - 1/2%) of the unpaid  balance  per month or,  where a
         lower rate is prescribed by law, the highest rate thereby permitted.

2.0      Records and Reports

2.1      OneLink shall keep  complete and accurate  records and books of account
         containing   all   information   required  for  the   computation   and
         verification  of the  Payments or other  amounts to be paid  hereunder.
         Such  records and books shall be  maintained  by OneLink in  accordance
         with legal  restrictions,  but in any case no less than three (3) years
         after creation.

2.2      Annually,  and upon at  least  twenty-five  (25)  business  days  prior
         written notice from U S WEST,  OneLink  further agrees to permit one or
         more  accountants  selected by U S WEST to have access during  ordinary
         business  hours to such  records  as may be  necessary  to  audit  with
         respect to any payment report period ending prior to such request,  the
         correctness  of any report or payment  made  under this  Agreement,  to
         obtain  information  as to the  payments due for any such period in the
         case of failure of OneLink to report or make  payment  pursuant  to the


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<PAGE>
         terms of this Agreement. Such accountant shall not disclose to U S WEST
         any  information  relating to the business of OneLink except that which
         is necessary to inform U S WEST of (i) the  accuracy or  inaccuracy  of
         OneLink's  reports and payment;  (ii)  compliance or  noncompliance  by
         OneLink  with any other terms and  conditions  of this  Agreement,  and
         (iii)  the  extent  of  any  such  inaccuracy  or  noncompliance.  Such
         accountant  shall  have  the  right to make and  retain  copies  of any
         pertinent  portions of the records and books of account  provided  that
         such accountants have executed  confidentiality  agreements as provided
         in this  Agreement.  U S WEST shall  bear the cost of any audits  under
         this  Agreement.   All  royalty  statements  and  accountings  rendered
         hereunder  will be binding  and not  subject to any  objection  for any
         reason unless a specific objection in writing,  setting forth the basis
         for the  objection,  is given  within  one (1) year  from the date said
         statement is rendered.  No action,  audit,  or preceding of any kind or
         nature may be instituted or maintained  with respect to any  statements
         rendered hereunder unless such action or proceeding is commenced within
         (1) year after delivery of such written objection.

2.3      With each  quarterly  payment,  OneLink  shall  provide U S WEST with a
         written  statement of account to accompany the royalty payments made to
         U S WEST in accordance with this Section 2.0, including a list of
         [***]*.






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<PAGE>


                              CORPORATE SOURCEFLEX
                      SOFTWARE SOURCE CODE ESCROW AGREEMENT
                             SOURCEFILE NUMBER: 7201


This Software Source Code Escrow Agreement,  dated as of August 14, 1995, by and
between FileSafe,  Inc., a California corporation,  doing business as SourceFile
("SourceFile") and U S WEST, Inc., including its affiliates and subsidiaries,  a
Delaware    corporation    (each   a   `Beneficiary"    and   collectively   the
"Beneficiaries"),  and each Depositor identified by Beneficiary to SourceFile as
provided  for  in  this  Agreement   (each  a  "Depositor",   collectively   the
"Depositors").

RECITALS:

A. Pursuant to certain software license agreements (each a "License  Agreement",
collectively the "License  Agreements'),  Beneficiaries licensed from Depositors
from time to time,  certain  software  (the  "Software").  For each escrow,  the
Depositor  and a  description  of the  Software  shall  be  set  forth  to  this
Agreement.

B. The Software is the  proprietary and confidential information of Depositor,
and Depositor  desires to protect such ownership and confidentiality.

C.  Depositor  desires to ensure the  availability  to Beneficiary of the source
code,  programmer  comments,  a list of  names  and  addresses  of the  Software
programmers,  and all other information necessary-for a reasonable programmer of
reasonable  skill  to fix  bugs  and  update  the  Software  independent  of the
Depositor  (the "Source  Material") in the event any of the conditions set forth
in Section 3 of this Agreement ("Agreement').

                                   AGREEMENT:

1.  Delivery of Source  Material to SourceFile.  Depositor shall deliver to
SourceFile  the Source  Material, sealed by Depositor, as specified in an
exhibit on or before the delivery date.

2. Acknowledgment of Receipt by SourceFile.  SourceFile shall visually match the
labeling  of the  Source  Material  with  the  description  of  Source  Material
specified  in  Exhibit  C - 1  and  shall  notify  Depositor,  with  a  copy  to
Beneficiary, of any errors or discrepancies.  Depositor shall promptly cooperate
with SourceFile to correct such errors or  discrepancies.  Acceptance will occur
when  SourceFile   determines  there  are  no  errors  or  discrepancies.   Upon
SourceFile's acceptance,  Source File shall notify Beneficiary in writing with a
copy to  Depositor  and so warrant  its  receipt  and  acceptance  of the Source
Material.

3. Terms and  Conditions of Release In the event that  SourceFile is notified in
writing by  Beneficiary  that a  condition  which  allows  release of the Source
Material to Beneficiary has occurred (a `Release  Condition"),  SourceFile shall
immediately  notify  Depositor  of its receipt of the  Beneficiary's  notice and
shall provide a copy of such notice to Depositor  promptly  thereafter.  Release
Conditions  are  identified  within  the body of this  Agreement,  to which this
agreement is an attachment.

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3.1 Within three (3) business  days  following  receipt of a Release  Condition,
SourceFile shall release to Beneficiary the Source Material.

3.2 In the event of a dispute  regarding  the release of Source  Material,  such
dispute  shall be resolved as specified  within the body of this  Agreement,  to
which this agreement is an attachment.

4. Term of Agreement. This Agreement shall have an initial term of one (1) year.
The term shall be  automatically  renewed on a yearly basis  thereafter,  unless
Beneficiary or SourceFile  notifies the other parties at least  forty-five  (45)
days in  advance- of the end of the current  term of its  election to  terminate
this Agreement. Beneficiary may terminate this Agreement at any time upon thirty
(30) days written notice to the other parties. Upon such termination Beneficiary
shall  receive  a prorata  refund of all fees and  charges  paid in  advance  to
SourceFile.

5.  Compensation  of  SourceFile.   Depositor  agrees  to  pay  SourceFile  such
reasonable  compensation  for the  services  as may be agreed to in  writing  in
advance by Depositor,  in accordance with  SourceFile's then current schedule of
fees,  and will pay or  reimburse  SourceFile  upon  request for all  reasonable
expenses,  disbursements  and  advances  incurred  or made by it which have been
authorized  in writing.  SourceFile's  schedule of fees for the initial  term of
this Agreement is attached hereto as EXHIBIT "A".

6.  Limitation of Duties of  SourceFile.  SourceFile  undertakes to perform only
such duties as are expressly set forth herein.  Except as agreed to in Section 2
of this Agreement, SourceFile has no knowledge of, nor makes any representations
with respect to the substance of the Source Material.

7.  Limitation  of Liability  of  SourceFile.  SourceFile  may rely on and shall
sustain no  liability as a result of acting or  refraining  from acting upon any
written notice,  instruction or request furnished to SourceFile  hereunder which
are  reasonably  believed by SourceFile to be genuine and to have been signed or
presented by a person reasonably  believed by SourceFile to be authorized to act
on behalf of the parties hereto.  SourceFile  shall not be liable for any action
taken by it in good  faith and  believed  by it to be  authorized  or within the
rights or powers  conferred  upon it by this  Agreement.  SourceFile may consult
with  independent  counsel of its own choice,  and shall have full and  complete
authorization  and  protection for any action taken or suffered by it hereunder,
in good faith and in accordance with the opinion of such counsel.

8.  Indemnification  of  SourceFile.  In the event  other suit is brought by any
third  party  arising  out  of or in  connection  with  this  Agreement  against
Depositor,  Beneficiary  and/or SourceFile (each a "Party" and collectively *the
Parties'), claiming any right they may have against a Party or the Parties, then
in that event each Party hereto, agrees to pay to SourceFile, to the extent they
are liable,'  reasonable  attorneys'  fees and cost  incurred by  SourceFile  in
connection therewith.

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9. Record Keeping and Inspection of Software. SourceFile shall maintain complete
written  records  of all  materials  deposited  by  Depositor  pursuant  to this
Agreement. During the term of this Agreement, Depositor and Beneficiary shall be
entitled at reasonable  times during normal  business hours and upon  reasonable
notice to SourceFile to inspect the records of SourceFile maintained pursuant to
this  Agreement and to inspect the  facilities  of  SourceFile  and the physical
condition of the Source Material.

10.  Technical   Verification.   Beneficiary  reserves  the  option  to  request
SourceFile  to  verify  the  Source  Material  for  completeness  and  accuracy.
SourceFile  may elect to perform the  verification  at its  location.  Depositor
agrees to cooperate with SourceFile in the verification process by providing its
facilities  and computer  systems and by permitting  SourceFile and at least one
employee  of  Beneficiary  to be  present  during  the  verification  of  Source
Material.

11.  Restriction on Access to Source Materials.  Except as required to carry out
its duties  hereunder,  SourceFile  shall not permit any  SourceFile  employees,
Beneficiary or any other person access to the Source Material,  unless consented
to in  writing  by  Depositor.  SourceFile  shall  use its best  effort to avoid
unauthorized access to Source Material by its employees or any other person.

12. Updates of the Source Material. The Depositor shall keep the source material
updated on intervals as stated  elsewhere in this agreement,  current  materials
Including  but not  limited  to:  (1)  supplemental  or  replacement  technology
releases (as determined by the Beneficiary),  and, (2) version releases, updates
and modifications (collectively the Replacement Deposit ("Replacement Deposit").
Unless  otherwise  specified in an exhibit,  Source Material shall be updated on
January 31 and June 30 of each calendar year. In the event that the  Replacement
Deposit  is not  received  within  ten (10)  days  following  their  due  dates,
SourceFile shall provide written notice to Depositor and Beneficiary.  Depositor
shall include an amended  Exhibit C-2 to SourceFile and to  Beneficiary  for the
party's  execution  within ten (10) days of deposit of the Replacement  Deposit.
Upon receipt of the Replacement  Deposit and the amended Exhibit C-2, SourceFile
will  visually  match the  labeling of the  Replacement  Deposit  with the items
listed on Exhibit  C-2 and  notify  Beneficiary  in  writing of its  acceptance.
Acceptance will occur when SourceFile determines that the Replacement Deposit is
consistent  with  Exhibit  C-2.  SourceFile  will  either  destroy  or return to
Depositor,  upon Beneficiary's written approval, all material that is replace by
the Replacement Deposit. In the event that the Replacement Deposit is damaged in
transit,  Depositor  shall send to  SourceFile  a duplicate  of the  Replacement
Deposit within three (3) days after  receiving  written  notice from  SourceFile
that the Replacement Deposit has been destroyed or damaged during shipment.

13. Notice. Any notice or other  communication  required or permitted under this
Agreement shall be in writing and shall be deemed to have been duly given on the
date service is served personally,  sent by overnight courier,  or five (5) days
after the date of mailing  if sent  registered  mail,  postage  prepaid,  return
receipt  required,  and addressed as follows or to such other address or telefax
number as either party may,  from time to time,  designate  in a written  notice
given in like manner:

                  Confidential. Disclose and distribute solely
                 to those individuals who have a need to know.

<PAGE>

TO DEPOSITOR: AS SET FORTH ON EXHIBIT "B" SCHEDULE OF DEPOSITORS

TO BENEFICIARY:            U S WEST, Inc.
                           1600 Bell Plaza, Room 3210
                           Seattle, WA 98191
                           Attn:    Software Contracts
                           Facsimile: (206)343-4080

TO SOURCEFILE:             SOURCEFILE
                           50 Crisp Plaza
                           Suite 700
                           San Francisco, CA 94124
                           Attn:
                           Facsimile:  (415) 715-2733


15.      Miscellaneous Provisions.

(a) Waiver.  Any term of this  Agreement may be waived by the party  entitled to
the benefits thereof,  provided that any such waiver is sought. No waiver of any
condition,  or of the breach of any provision of this  Agreement,  in any one or
more  instances,  shall be deemed to be a further or  continuing  waiver of such
condition or breach.  Delay or failure to exercise any right or remedy shall not
be deemed the waiver of that right or remedy.

(b) Modification or Amendment. Any modification or amendment of any provision of
this  Agreement  must be in  writing,  signed by the  parties  hereto  and dated
subsequent to the date hereof.

(c) Governing  Law.  This Agreement shall be governed by and  construed in
accordance  with the laws of the State of Colorado.

(d)  Headings;  Severability.  The headings  appearing  at the  beginning of the
sections  contained in this Agreement have been inserted foe  identification and
reference  purposes only and shall not be used to determine the  construction or
interpretation of this Agreement.  If any provision of this Agreement is held to
be invalid illegal or unenforceable,  the validity,  legality and enforceability
of the  remaining  provisions  shall  not in any  way be  affected  or  impaired
thereby.

(e) Bankruptcy.  Depositor and Beneficiary acknowledge that this Agreement is an
"agreement supplementary to" the License Agreement as provided in Section 365(n)
of Title 11, United State Code (the "Bankruptcy code").  Depositor  acknowledges
that if  Depositor,  as a debtor in  possession  or a trustee in Bankruptcy in a
case  under  the  Bankruptcy  Code,  reflects  the  License  Agreement  or  this
Agreement,  Beneficiary  may  elect to  retain  its  rights  under  the  License
Agreement  and this  Agreement as provided in Section 365 (n) of the  Bankruptcy
Code.  Upon  written  request of  Beneficiary  to  Depositor  or the  Bankruptcy
Trustee,  Depositor or such  Bankruptcy  Trustee  shall not  interfere  with the
rights of Beneficiary as provided in the License  Agreement and this  Agreement,
including the right to obtain the Source Material from SourceFile.

                  Confidential. Disclose and distribute solely
                 to those individuals who have a need to know.

<PAGE>

(f) Further  Assurances.  The parties agree to perform all acts and execute all
supplementary  instruments or documents which may be reasonably necessary to
carry out the provisions of this Agreement.

(g) Entire Agreement. This Agreement, including the attachments hereto, contains
the entire  understanding  between  the  parties  and  supersedes  all  previous
communications,  representations  and  contracts,  oral or written,  between the
parties, with respect to the subject matter thereof. It is agreed and understood
that this document and agreement  shall be the whole and only agreement  between
the parties hereto, with regard to these escrow instructions and the obligations
of SourceFile  herein,  in connection with this Source Code Escrow Agreement and
shall  supersede and cancel any prior  instructions.  SourceFile is specifically
directed  to  follow  these  instructions  only  and  SourceFile  shall  have no
responsibility to follow the terms of any prior agreements or understandings.

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


         BENEFICIARY                SOURCEFILE

         U S WEST, Inc.             FileSafe, Inc.,
         a Colorado corporation     a California corporation


         Name:                              Name:

         Title:                             Title:







                  Confidential. Disclose and distribute solely
                 to those individuals who have a need to know.


<PAGE>


                                   EXHIBIT "A"
                        SOURCEFILE COMPENSATION SCHEDULE

         ESCROW SERVICES

          Initial set-up                             $1,000.00
          Annual Maintenance rate per Depositor      $1,000.00/year
                  (Each deposit includes two deposit updates per year.)

                  Includes  climate  controlled  storage,  certified  letters of
         notification, and customized agreements.


         ADDITIONAL SERVICES
               Deposit Updates                       $150.00
               Escrow Release Beneficiary Request    $600.00
               Escrow Release Depositor Request      $200.00
               Pick-Up and Delivery/Annually         $200.00

         TECHNICAL REVIEW/VERIFICATION:

         Initial deposit verification                         $145.00 per hour
         Supplemental or replacement deposit verification     $145.00 per hour*

         *  Minimum per hour. Price may increase based upon actual requirements.







                  Confidential. Disclose and distribute solely
                 to those individuals who have a need to know.


<PAGE>


                                   EXHIBIT "B"
                             SCHEDULE OF DEPOSITORS



DEPOSITOR:
OneLink
Kirk Danzl
10340 Viking Drive, Suite 150
Eden Prairie, MN 55344
(612) 996-9116
kdanzl@onel.com








                  Confidential. Disclose and distribute solely
                 to those individuals who have a need to know.

<PAGE>


                                  EXHIBIT "C-1"
                           ACKNOWLEDGMENT BY DEPOSITOR


         The undersigned hereby acknowledge,  accepts, and agrees to be bound by
the terms of the  attached  Corporate  SourceFLex  Software  Source  Code Escrow
Agreement by and between FileSafe, Inc., a California corporation doing business
as  SourceFile,  as  Escrow  Agent and U S WEST,  Inc.,  as  Beneficiary,  dated
_______, 199_.

DEPOSITOR:
OneLink
Kirk Danzl
10340 Viking Drive, Suite 150
Eden Prairie, MN 55344
(612) 996-9116
kdanzl@onel.com

                           Signature:
                           Name:
                           Title:
                           Address:

BENEFICIARY:      Company: US WEST, Inc.

                           Signature:
                           Name:
                           Title:
                           Address:

                           Telephone:
                           Facsimile:

Once executed, send original by CERTIFIED OR REGISTERED MAIL to:

SOURCEFILE: SOURCEFILE
                  50 Crisp Plaza
                  Suite 700
                  San Francisco, CA 94124
                  Attn:
                  Facsimile (415) 822-2570


                  Confidential. Disclose and distribute solely
                 to those individuals who have a need to know.