Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss.
240.14a-12

THE LINK GROUP, INC.
----------------------
(Name of Registrant as Specified In Its Charter)

Not Applicable
------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

1) Title of each class of securities to which transaction applies:

Common
- -----------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:

- -----------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):

- -----------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:

- -----------------------------------------------------------------

The Link Group, Inc.
Suite 950 - 789 West Pender Street
Vancouver, B.C. Canada V6C 1H2

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 21, 2002

Notice is hereby given that the Annual Meeting of Shareholders of The Link
Group, Inc., (hereinafter referred to as "the Company") will be held at 950 -
789 West Pender Street Vancouver, B.C., at 10:00 a.m., local time, for the
following purposes:

1. To elect five directors to hold office until the next annual meeting of
shareholders and qualification of their respective successors.

2. To ratify the designation of Amisano Hanson as Independent Accountants for
the annual period ending December 31, 2001.

3. To approve an Employee Stock Option and Award Plan for the Company.

4. To transact such other business as may properly come before the annual meet-
ing or any postponement of or adjournment thereof.

The Board of Directors has fixed the closing of business on __________,
2002, as the record date for the determination of shareholders entitled to
notice of and to vote at this meeting or any adjournment thereof. The stock
transfer books will not be closed.

The Company's Annual Report to Stockholders for the fiscal year ended
December 31, 2000 accompanies this Notice of Annual Meeting and Proxy Statement.

All stockholders, whether or not they expect to attend the Meeting in
person, are requested to complete, date, sign, and return the enclosed form of
proxy in the accompanying postage-paid envelope. The proxy may be revoked by the
person executing the proxy by filing with the Secretary of the Company an
instrument of revocation or duly executed proxy bearing a later date, or by
electing to vote in person at the meeting.

/s/ Justin Kwei
---------------------------------
The Link Group, Inc.
Justin Kwei, President

PROXY STATEMENT

The Link Group

Suite 950 - 789 West Pender Street
Vancouver, BC Canada V6C 1H2

ANNUAL MEETING OF

SHAREHOLDERS TO BE HELD

JUNE 21, 2002

This Proxy Statement is being furnished to the shareholders of The Link
Group, Inc., a Colorado corporation, in connection with the solicitation by the
Board of Directors of proxies to be used at the Annual Meeting of Shareholders
to be held at 10:00 a.m., local time, June 21, 2002 at #950-789 W. Pender
Street, Vancouver, BC Canada. The Proxy Statement is first being sent or given
to shareholders on or about June ____, 2002.

PROXIES ARE BEING SOLICITED BY THE BOARD OF DIRECTORS.

WE ARE ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED TO SEND US A PROXY.

VOTING RIGHTS

Stockholders of record of the Company as of the close of business on
___________, 2002 have the right to receive notice of and to vote at the Annual
Meeting. On ___________, 2002, the Company had issued and outstanding 53,351,301
shares of Common Stock (the "Common Stock"), the only class of voting securities
outstanding. Each share of Common Stock is entitled to one (1) vote for as many
separate nominees as there are directors to be elected and for or against all
other matters presented. For action to be taken at the Annual Meeting, a
majority of the shares entitled to vote must be represented at the Annual
Meeting in person or by proxy. Shares of stock may not be voted cumulatively.
Abstentions and broker non-votes each will be included in determining the number
of shares present and voting at the Annual Meeting. Abstentions will be counted
in tabulations of the votes cast on proposals, whereas broker non-votes will not
be counted for purposes of determining whether a proposal has been approved.

EXPENSE OF MAILING

The expense of preparing and mailing of this Proxy Statement to
shareholders of the Company is being paid for by the Company. The Company is
also requesting brokers, custodians, nominees and fiduciaries to forward this
Proxy Statement to the beneficial owners of the shares of common stock of the
Company held of record by such persons. The Company will not reimburse such
persons for the cost of forwarding.

PROXIES

In voting their Common Stock, stockholders may vote in favor of or
against the proposal to approve the proposals on the agenda or may abstain from
voting. Stockholders should specify their choice on the accompanying proxy card.
All properly executed proxy cards delivered pursuant to this solicitation and
not revoked will be voted at the Meeting in accordance with the directions
given. If no specific instruction are given with regard to the matter to be
voted upon, then the shares represented by a signed proxy card will be voted
"FOR" the approval of the Amendment and in the discretion of such proxies to any
other procedural matters which may properly come before the Meeting or any
adjournments thereof. All proxies delivered pursuant to this solicitation are
revocable at any time before they are voted at the option of the persons
executing them by (i) giving written notice to the Secretary of the Company,
(ii) by delivering a later dated proxy card, or (iii) by voting in person at the
Meeting. All written notices of revocation and other communications with respect
to revocations of proxies should be addressed to Ernest Cheung, Secretary, The
Link Group, Inc., 950 - 789 West Pender Street, Vancouver, B.C. Canada V6C 1H2.

HOLDERS OF COMMON STOCK ARE REQUIRED TO COMPLETE, DATE, AND SIGN THE
ACCOMPANYING PROXY CARD AND RETURN IT PROMPTLY TO THE COMPANY IN THE
ACCOMPANYING POSTAGE-PAID ENVELOPE.

The person named as proxy is Justin Kwei, a director of the Company.

In addition to the solicitation of proxies by mail, the Company, through its
directors, officers, and employees, may solicit proxies from stockholders
personally or by telephone or other forms of communication. The Company will not
reimburse anyone for reasonable out-of-pocket costs and expenses incurred in the
solicitation of proxies. The Company also will request brokerage houses,
nominees, fiduciaries, and other custodians to forward soliciting materials to
beneficial owners, and the Company will reimburse such persons for their
reasonable expenses incurred in doing so. All expenses incurred in connection
with the solicitation of proxies will be borne by the Company.

INTEREST OF PERSONS IN MATTERS TO BE ACTED UPON

None. No director or shareholder owning 10% or more of the outstanding
shares has indicated her or his intent to oppose any action to be taken at the
meeting. No officer or director or shareholder has any interest in any matter to
be voted upon, except that all officers and directors may be deemed
beneficiaries under the Employee Stock Award Program.

VOTING SECURITIES AND BENEFICIAL OWNERSHIP

As of the call date of the meeting, May 31, 2002, the total number of
common shares outstanding and entitled to vote was 53,351,301.

The holders of such shares are entitled to one vote for each share held
on the record date. There is no cumulative voting on any matter on the agenda of
this meeting. No additional shares will be issued subsequent to call date and
prior to meeting.

RECORD DATE

Stock transfer records will remain open. Five days prior to mailing of
the Proxy Statement shall be the record date for determining shareholders
entitled to vote and receive notice of the meeting.

PRINCIPAL HOLDERS OF VOTING SECURITIES

The following table sets forth information as of May 31, 2002, with
respect to the shares of common stock of the Company owned by (i) owners of more
than 5% of the outstanding shares of common stock, (ii) each director of the
Company, and (iii) all directors and officers of the Company as a group. Unless
otherwise indicated, all shares are held by the person named and are subject to
sole voting and investment by such person.

Title Name and Amount and Percent
of Address of Nature of of
Class Beneficial Owner Beneficial Interest Class
- ----- ---------------- ------------------- -------

Common Stock Xin Net Corp. (3) 15,370,675 28.8%
#950-789 W. Pender Street
Vancouver, B.C. Canada V6C 1H2

Common Stock Maurice Tsakok (3)(2) 15,370,675 28.8%
#950-789 W. Pender Street
Vancouver, B.C. Canada V6C 1H2

Common Stock Ernest Cheung (1)(2)(3) 15,370,675 28.8%
#950-789 W. Pender Street
Vancouver, B.C. Canada V6C 1H2

Common Stock Justin Kwei (1)(2) 16,100,000 30.2%
#950-789 W. Pender Street (includes 2,000,000
Vancouver, B.C. Canada V6C 1H2 owned by spouse)

Common Stock Katherine Kwei (4) 16,100,000 30.2%
#950-789 W. Pender Street (includes 14,100,000
Vancouver, B.C. Canada V6C 1H2 owned by spouse)

Common Stock Simon Woo Tak Wong (2) 8,300,000 15.6%
#950-789 W. Pender Street (includes 2,000,000
Vancouver, B.C. Canada V6C 1H2 owned by spouse)

Common Stock Ying Man Chan (5) 8,300,000 15.6%
#950-789 W. Pender Street (includes 6,300,000
Vancouver, B.C. Canada V6C 1H2 owned by spouse)

Common Stock Wilson Yim (2) 5,400,000 10.1%
#950-789 W. Pender Street (includes 2,000,000
Vancouver, B.C. Canada V6C 1H2 owned by spouse)

Common Stock Suzanne Yim (6) 5,400,000 10.1%
#950-789 W. Pender Street (includes 3,400,000
Vancouver, B.C. Canada V6C 1H2 owned by spouse

Common Stock Patrick Chan 4,000,000 7.5%
#950-789 W. Pender Street
Vancouver, B.C. Canada V6C 1H2

Common Stock Hoi Yin Der 3,700,000 6.9%
#950-789 W. Pender Street
Vancouver, B.C. Canada V6C 1H2

(1) Officer
(2) Director
(3) XIN NET Corp. is beneficially controlled by Ernest Cheung and Maurice
Tsakok who are members of the Board of Directors and officers of XIN NET
Corp.
(4) Spouse of Justin Kwei
(5) Spouse of Ying Man Chan
(6) Spouse of Wilson Yim

All shares and percentages include all options exercisable under Section 13d(1).

Officers and Directors as a group 45,170,675 84.6%

VOTING REQUIRED FOR APPROVAL

I. A majority of the shares of common stock outstanding at the record
date must be represented at the Annual Meeting in person or by proxy in order
for a quorum to be present, but if a quorum should not be present, the meeting
may be adjourned without further notice to shareholders, until a quorum is
assembled. Each shareholder will be entitled to cast one vote at the Annual
Meeting for each share of common stock registered in such shareholder's name at
the record date.

II. Abstensions and broker non-votes are counted for purposes of
determining the presence or absence of a quorum for the transaction of business.
Each share of Common Stock entitles the holder thereof to one vote on all
matters to come before the Annual Meeting. Holders of shares of Common Stock are
not entitled to cumulative voting rights.

III. The favorable vote of a plurality of the votes of the shares of
Common Stock present in person or represented by proxy at the Annual Meeting is
necessary to elect the nominees for directors of the Company.

REMUNERATION AND OTHER TRANSACTIONS WITH MANAGEMENT

(a) Cash Compensation.

Compensation paid by the Company for all services provided during the
fiscal year ended December 31, 2001, (1) to each of the Company's two most
highly compensated executive officers whose cash compensation exceeded
$60,000.00 and (2) to all officers as a group is set forth below under
directors. None.

(b) Compensation Pursuant to Plans. None.

(d) Compensation of Directors. None.

Compensation paid by the Company for all services provided during the
period ended December 31, 2001, (1) to each of the Company's directors whose
cash compensation exceeded $60,000.00 and (2) to all directors as a group is set
forth below:

Name of Individual Capacities
Number of Persons in Cash Stock
in Group Which Served Compensation Compensation
- ------------------ ------------ ------------ ------------
Justin Kwei President 0 0
Ernest Cheung Secretary/Director 0 0
Maurice Tsakok Director 0 0
Simon Wong Director 0 0
Wilson Yim Director 0 0
Carl Urich (1) Former President/Director 0 0
Edna Urich (1) Former Secretary/Director 0 0

All directors as a group Less than $60,000 0

(1) Resigned.

Committees and Meetings

The Board held four meetings during the fiscal year ended December 31,
2001. The Board has standing Audit and Compensation Committees. The Audit
Committee conducted its business during the regular meetings of the Board of
Directors during the last fiscal year and in addition, conferred from time to
time as necessary. The Compensation Committee, in addition to meetings as part
of the regular meetings of the Board, also conferred from time to time as
necessary. The Board has no standing nominating committee. All directors
attended more than 75% of the Board meetings and the meetings of the Board
committees on which such directors served.

The Audit Committee of the Board presently consists of Justin Kwei, Ernest
Cheung and Maurice Tsakok. The Audit Committee has the responsibility to review
the scope of the annual audit, recommend to the Board the appointment of the
independent auditors, and meet with the independent auditors for review and
analysis of the Company's systems, the adequacy of controls and the sufficiency
of financial reporting and accounting compliance.

Justin Kwei and Ernest Cheung currently serve on the Compensation
Committee. The Compensation Committee will administer the Company's Employee

Stock Award Plan (the "Plan") and determines the compensation to be paid to each
of the Company's executive officers, employees, and Directors.

COMPENSATION COMMITTEE INTERLOCKS AND
INSIDER PARTICIPATION IN COMPENSATION DECISIONS

The Securities and Exchange Commission requires disclosure where an
executive officer of a company served or serves as a director or on the
compensation committee of an entity other than the Company and an executive
officer of such other entity served or serves as a director or on the
compensation committee of the Company. The Company does not have any such
interlocks. Decisions as to executive compensation are made by the Compensation
Committee. Justin Kwei and Ernest Cheung are members of the Compensation
Committee.

Indemnification of Directors and Officers

The Company's Certificate of Incorporation includes a provision that
eliminates the personal liability of its directors for monetary damages for
breach or alleged breach of their duty of care. In addition, as permitted by
the Colorado Business Corporation Act, the Bylaws of the Company provide
generally that the Company shall indemnify its directors and officers to the
fullest extent permitted by Colorado law, including those circumstances in which
indemnification would otherwise be discretionary.

The Company has entered into indemnification agreements with each of
its directors and executive officers that provide the maximum indemnity allowed
to directors and executive officers by the Colorado Business Corporation Act,
as well as certain additional procedural protections. In addition, the
indemnification agreements provide generally that the Company will advance
expenses incurred by directors and executive officers in any action or proceed-
ing as to which they may be indemnified.

The indemnification provision in the Bylaws, and the indemnification
agreements entered into between the Company and its directors and executive
officers, may be sufficiently broad to permit indemnification of the officers
and directors for liabilities arising under the Securities Act of 1933, as
amended (the "Securities Act").

Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.

ANNUAL REPORT

The Company's Annual Report on Form 10-KSB for the year ended December
31, 2001 (the "Form 10-KSB") is being furnished simultaneously herewith. The
Form 10-KSB is not considered a part of this Proxy Statement.

The Company will also furnish to any stockholder of the Company a copy
of any exhibit to the Form 10-KSB as listed thereon, upon request and upon

payment of the Company's reasonable expenses of furnishing such exhibit.
Requests should be directed to Justin Kwei, President, Suite 950 - 789 West
Pender Street, Vancouver, BC Canada V6C 1H2.

BOARD OF DIRECTORS AND OFFICERS

The persons listed below are Officers and the members of the Board of
Directors. All are nominees for Director for the following term.

DIRECTORS AND EXECUTIVE OFFICERS

The directors and executive officers of the Company as of May 31, 2002
are as follows:

Period of
Service As
An Officer Or
Name Age Position(s) Director
- ----------------------- -------- ------------------------ -------------
Justin Kwei 48 President & Director Annual
Ernest Cheung 51 Secretary & Director Annual
Maurice Tsakok 50 Director & Chairman Annual
Simon Wong 49 Director Annual
Wilson Yim 46 Director Annual

The directors of the Company hold office until the next annual meeting
of the shareholders and until their successors have been duly elected and
qualified. The officers of the Company are elected at the annual meeting of the
Board of Directors and hold office until their successors are chosen and
qualified or until their death, resignation, or removal. The Company presently
has no executive committee.

The principal occupations of each director and officer of the Company
for at least the past five years are as follows:

MANAGEMENT EXPERIENCE

JUSTIN KWEI, aged 48, President, is a founder and Chief Executive
Officer of Protectserve Pacific Ltd and Director of Infotech Networks and Cabl-
ing Ltd. (2000 to date). He is responsible for the overall corporate management
and business development of the Group. He has over 22 years of extensive
business marketing and management experience in IT industry. Prior to the exist-
ing position with Protectserve, he held many senior sales management positions
with multinational companies. He was North Asia Commercial Director for SITA
Information Networking Computing B.V. from 1996 to 2001. He was Greater China

Director of Sales for Anixter Inc from 1990 to 1996. He also held key sales
positions with major IT vendors including Digital Equipment Corp (now Compaq),
Data General and Cable & Wireless in the 1980s. He received a Bachelor of
Administration and MBA from University of Ottawa, Ontario in 1976 and 1978
respectively. In January 2001, he was accredited as Honorary Consul of Republic
of Rwanda for Hong Kong SAR and Macau SAR.

ERNEST CHEUNG, age 51, has been Secretary of XIN NET Corp. since May
1998. He received a B.A. in Math in 1973 from University of Waterloo Ontario. He
received an MBA in Finance and Marketing from Queen's University, Ontario in
1975. From 1991 to 1993 he was Vice President of Midland Walwyn Capital, Inc.
of Toronto, Canada, now known as Merrill Lynch Canada. From 1992 until 1995 he
served as Vice President and Director of Tele Pacific International Communica-
tions Corp. He has also served as President for Richco Investors, Inc. since
1995. He has been a director of our Company since 1996. He is currently a
Director of Agro International Holdings, Inc. since 1997, Spur Ventures, Inc.
since 1997, Richco Investors, Inc. since 1995 and Drucker, Inc. since 1997. In
2000, he became President and a Director of China NetTV Holdings, Inc.

MAURICE TSAKOK, age 50, was employed from 1994 to 1996, by Sagit Mutual
Funds, as Vice President responsible for computer operations and research on
global technology companies. From 1997 to present, he acted as a consultant on
the high-tech industry and provides technical analysis on high-tech companies.
He holds a Mechanical Engineering degree from University of Minnesota in 1974
and MBA specializing in Management Information Systems ( MIS ) from Hofstra
University in 1996. From 1997 to date, he has been a principal director in
Gemsco Management Ltd. He was a Director of Drucker, Inc. from 1997 to date, and
he was a Director of XIN NET Corp. from 1997 to date. He has been a Director and
Secretary of The Link Group, Inc. since 2001.

WILSON YIM, age 46, is the Chief Technology Officer of Protectserve
PacificLtd. and Director of Infotech Networks and Cabling Ltd. He has over 20
years extensive IT development and project management experience covering all
aspects of the development cycle from analysis and specifications, support and
facilities management. From 1998 to 2000, he was Managing Director of Web Net
H.K. Ltd, a leading e-commerce company specializing on the development of
internet, intranet and web-hosting applications. From 1990 to 1998, he was
Technical Director for Suntech Ltd, a RF and VCD manufacturer in Hong Kong. From
1980 to 1990, he was Chief Technology Officer for Anocomtech ATM Ltd, a Toronto
listed company manufacturing and marketing personal computer across Canada. He
received a Technologist High Diploma from Senecca College of Applied Science &
Technology in 1979.

SIMON WONG, age 49 is a founder and Managing Director of Infotech Networks
and Cabling Ltd. He was appointed as the Director and Chief Operating Officer of
Protectserve Pacific Ltd. since January 2002. He has over 25 years IT
experience, including 18 years with IBM Asia Pacific Group. He held many key
technical positions in their telecommunication division before the establishment
of Infotech in 1998. He has been experienced many large scale networks and
cabling projects including Hong Kong Chek Lap Kok Airport, Hospitals, Container
Port and Intelligent Building. He was graduate from Hong Kong Technical
Institute with Higher Diploma in Electronics.

Proposal #1

NOMINATION AND ELECTION OF DIRECTORS

The Company's Bylaws currently provide for the number of directors of
the Company to be established by resolution of the Board of Directors and that

number is currently five. The Board has nominated five (5) persons. At this
Annual Meeting, a Board of five (5) directors will be elected. Except as set
forth below, unless otherwise instructed, the proxy holders will vote the
proxies received by them for Management's nominees named below.

All the nominees are presently directors of the Company. In the event
that any Management nominee shall become available, or if other persons are
nominated, the proxy holders will vote in their discretion for a substitute
nominee. It is not expected that any nominee will be unavailable. The term of
office of each person elected as a director will continue until the next Annual
Meeting of Stockholders or until a successor has been elected and qualified.

The proxies solicited hereby cannot be voted for a number of persons
greater than the number of nominees named below. The Certificate of
Incorporation of the Company does not permit cumulative voting. A plurality of
the votes of the holders of the outstanding shares of Common Stock represented
at a meeting at which a quorum is presented may elect directors.

The business experience of each director nominee is discussed on pages
9 and 10 of this Proxy Statement.

THE DIRECTORS NOMINATED BY MANAGEMENT ARE:

1. Justin Kwei
2. Ernest Cheung
3. Maurice Tsakok
4. Wilson Yim
5. Simon Wong

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" MANAGEMENT'S NOMINEES.

Proposal #2

INDEPENDENT PUBLIC ACCOUNTANTS

Amisano Hanson, Independent Public Accountants, of Vancouver, BC, has
been engaged as the Certifying accountants for the period through fiscal year
2001 and shareholders are asked to ratify such engagement. Ratification of the
appointment of Amisano Hanson, as the Company's independent public accountants
for the fiscal year ending December 31, 2001 will require the affirmative vote
of a majority of the shares of Common Stock represented in person or by proxy
and entitled to vote at the Annual Meeting. In the event the stockholders do not
ratify the appointment of Amisano Hanson for the forthcoming fiscal year, such
appointment will be reconsidered by the Board. Representatives of Amisano Hanson
are expected to be present at the Annual Meeting to make statements if they
desires to do so, and such representatives are expected to be available to
respond to appropriate questions.

Unless marked to the contrary, proxies received will be voted "FOR"
ratification of the designation of Amisano Hanson as independent accountants for
the Company's fiscal year ending December 31, 2001.

THE BOARD OF DIRECTORS RECOMMEND A VOTE "FOR" RATIFICATION OF THE
COMPANY'S INDEPENDENT ACCOUNTANTS.

Proposal #3

STOCK OPTION AND AWARD PLAN

On March 7, 2002, the Board unanimously approved an Stock Option and Award
Plan, subject to stockholder approval, up to 15% of shares outstanding, all of
which shares will be available for grant to directors and selected employees,
advisors and consultants of the Company. The Board believes that the Plan is
necessary for the Company to compete effectively in its market by attracting and
retaining key talent with stock options.

Under the Plan, only employees, directors, and consultants of the Company or
any subsidiary (including, without limitation, independent contractors who are
not members of the Board) are eligible to receive grants of options or stockby
the Compensation Committee. In addition, only employees who are common-law
employees of the Company or any subsidiary are eligible for the grant of
options. The Plan is administered by the Compensation Committee of the Board,
which selects the employees to whom options will be granted, determines the
number of shares to be made subject to each grant, and prescribes other terms
and conditions, including the type of consideration to be paid to the Company
for the grant of each option or stock award.

Please refer to Exhibit A for a detail description of the Plan.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL OF THE
COMPANY'S. STOCK OPTION PLAN

SHAREHOLDER PROPOSALS

Shareholders are entitled to submit proposals on matter appropriate for
shareholder action consistent with regulations of the Securities and Exchange
Commission. Should a shareholder intend to present a proposal at next year's
annual meeting, it must be received by the secretary of the Company at 950-789
W. Pender St., Vancouver, BC Canada V6C 1H2, not later than 30 days prior to
fiscal year end, in order to be included in the Company's proxy statement and
form of proxy relating to that meeting. It is anticipated that the next annual
meeting will be held in June, 2003.

Other Matters. Management knows of no business that will be presented
for consideration at the Annual Meeting other than as stated in the Notice of
Annual Meeting. If, however, other matters are properly brought before the
Annual Meeting, it is the intention of the persons named in the accompanying
form of proxy to vote the shares represented thereby on such matters in
accordance with their best judgment.

Dated: ______________________

By Order of the Board of Directors

/s/ Justin Kwei
By: ----------------------------------
Justin Kwei, President

FOLD AND DETACH HERE
- --------------------------------------------------------------------------------

THE LINK GROUP, INC.
Suite 950-789 West Pender Street, Vancouver, B.C. Canada V6C 1H2
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR
ANNUAL MEETING OF STOCKHOLDERS JUNE 21, 2002

The undersigned hereby appoints Justin Kwei proxy, with full power of
substitution, for and in the name or names of the undersigned, to vote all
shares of Common Stock of The Link Group, Inc. held of record by the undersigned
at the Annual Meeting of Stockholders to be held on June 21, 2002, at 10:00
a.m., at #950-789 West Pender Street, Vancouver, BC, Canada V6C 1H2, and at any
adjournment thereof, upon the matters described in the accompanying Notice of
Annual Meeting and Proxy Statement, receipt of which is hereby acknowledged, and
upon any other business that may properly come before, and matters incident to
the conduct of, the meeting or any adjournment thereof. Said person is directed
to vote on the matters described in the Notice of Annual Meeting and Proxy
Statement as follows, and otherwise in their discretion upon such other business
as may properly come before, and matters incident to the conduct of, the meeting
and any adjournment thereof.

1. To elect a Board of five (5) directors to hold office until the next annual
meeting of stockholders or until their respective successors have been elected
and qualified:

Nominees: Justin Kwei, Ernest Cheung, Maurice Tsakok, Wilson Yim and Simon
Wong

[_] FOR: nominees listed above (except as marked to the contrary below).

[_] WITHHOLD authority to vote for nominee(s) specified below

INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), write
the applicable name(s) in the space provided below.

- -----------------------------------------------------

2. To ratify the designation of Amisano Hanson as independent accountants for
the period ending December 31, 2001:

[_] FOR [_] AGAINST [_] ABSTAIN

3. To approve the adoption of the Stock Option and Award Plan of The Link Group,
Inc.:

[_] FOR [_] AGAINST [_] ABSTAIN

3. To transact such other business as may properly come before the Annual
Meeting.

[_] FOR [_] AGAINST [_] ABSTAIN

YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. WHETHER OR
NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE SIGN AND RETURN THIS PROXY
CARD IN THE ENCLOSED ENVELOPE.

THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS INDICATED,
WILL BE VOTED "FOR" THE STATED PROPOSALS.

----------------------------------------
Signature of Stockholder

----------------------------------------
Signature if held jointly

Dated: __________________________ , 2002

IMPORTANT: If shares are
jointly owned, both owners
should sign. If signing as
attorney, executor, admin-
istrator, trustee, guardian
or other person signing in
a representative capacity,
please give your full title
as such. If a corporation,
please sign in full
corporate name by President
or other authorized
officer. If a partnership,
please sign in partnership
name by authorized person.

EXHIBIT A

2002 STOCK OPTION AND AWARD PLAN
OF
THE LINK GROUP, INC.

SECTION 1. ESTABLISHMENT AND PURPOSE

The Plan was established on March 7, 2002, effective March 8,
2002, to offer directors and selected employees, advisors and consultants an
opportunity to acquire a proprietary interest in the success of the Company, or
to increase such interest, by purchasing Shares of the Company's Common Stock.
The Plan provides both for the direct award or sale of Shares and for the grant
of Options to purchase Shares. Options granted under the Plan may include
Nonstatutory Options as well as IS0s intended to qualify under section 422 of
the Code.

The Plan is intended to comply in all respects with Rule 16b-3
(or its successor) under the Exchange Act and shall be construed accordingly.

SECTION 2. DEFINITIONS.
- ----------------------

(a) "Board of Directors" shall mean the Board of Directors of
the Company, as constituted from time to time.

(b) "Code" shall mean the Internal Revenue Code of 1986, as
amended.

(d) "Company" shall mean The Link Group, Inc., a Colorado corp
- -oration, including its wholly owned subsidiary as they may come into existence.

(e) "Employee" shall mean (i) any individual who is a
common-law employee of the Company or of a Subsidiary, (ii) an Outside Director,
(iii) an independent contractor who performs services for the Company or a
Subsidiary and who is not a member of the Board of Directors including
consultants and advisors that provide professional, technical, financial,
accounting, capital markets related and other services. Service as an Outside
Director or independent contractor shall be considered employment for all
purposes of the Plan, except as provided in Subsections (a) and (b) of Section
4,

(f) "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended.

(g) "Exercise Price" shall mean the amount for which one Share
may be purchased upon exercise of an Option, as specified by the Committee in
the applicable Stock Option Agreement.

(h) "Fair Market Value" shall mean the market price of Stock,
determined by the Committee as follows:

(i) If Stock was traded on a stock exchange on the date in
question, then the Fair Market Value shall be equal to the closing price
reported for such date by the applicable composite-transactions report;

(ii) If Stock was traded over-the-counter on the date in
question and was traded on the Nasdaq system or the Nasdaq National Market, then
the Fair Market Value shall be equal to the last-transaction price quoted for
such date by the Nasdaq system or the Nasdaq National Market;

(iii) If Stock was traded over-the-counter on the date in
question but was not traded on the Nasdaq system or the Nasdaq National Market,
then the Fair Market Value shall be equal to the mean between the last reported

representative bid and asked prices quoted for such date by the principal
automated inter-dealer quotation system on which Stock is quoted or, if the
Stock is not quoted on any such system, by the "Pink Sheets" published by the
National Quotation Bureau, Inc.; and

(iv) If none of the foregoing provisions is applicable, then
the Fair Market Value shall be determined by the Committee in good faith on such
basis as it deems appropriate.

In all cases, the determination of Fair Market Value by the Committee shall be
conclusive and binding on all persons.

(i) "ISO" shall mean an employee incentive stock option
described in section 422(b) of the Code.

(j) "Nonstatutory Option" shall mean an employee stock option
not described in sections 422(b) or 423(b) of the Code.

(k) "Offeree" shall mean an individual to whom the Committee
has offered the right to acquire Shares under the Plan (other than upon exercise
of an Option).

(l) "Option" shall mean an ISO or Nonstatutory Option granted
under the Plan and entitling the holder to purchase Shares.

(m) "Optionee" shall mean an individual who holds an Option.

(n) "Outside Director" shall mean a member of the Board of
Directors who is not a common-law employee of the Company or of a Subsidiary.

(o) Committee Procedures. The Committee shall designate one of
its members as chairman. The Committee may hold meetings at such times and
places as it shall determine. The acts of a majority of the Committee members
present at meetings at which a quorum exists, or acts reduced to or approved in
writing by all Committee members, shall be valid acts of the Committee.

(p) Committee Responsibilities. Subject to the provisions of
the Plan, the Committee shall have the authority and discretion to take the
following actions:

(i) To interpret the Plan and to apply its provisions;

(ii) To adopt, amend or rescind rules, procedures and forms
relating to the Plan;

(iii) To authorize any person to execute, on behalf of the
Company, any instrument required to carry out the purposes of the Plan;

(iv) To determine when Shares are to be awarded or offered for
sale and when Options are to be granted under the Plan,

(v) To select the Offerees and Optionees;

(vi) To determine the number of Shares to be offered to each
Offeree or to be made subject to each Option;

(vii) To prescribe the terms and conditions of each award or
sale of Shares, including (without limitation) the Purchase Price, and to
specify the provisions of the Stock Purchase Agreement relating to such award or
sale;

(viii) To prescribe the terms and conditions of each Option,
including (without limitation) the Exercise Price, to determine whether such
Option is to be classified as an ISO or as a Nonstatutory Option, and to specify
the provisions of the Stock Option Agreement relating to such Option;

(ix) To amend any outstanding Stock Purchase Agreement or
Stock Option Agreement, subject to applicable legal restrictions and, to the
extent such amendments adverse to the Offeree's or Optionee's interest, to the
consent of the Offeree or Optionee who entered into such agreement;

(x) To prescribe the consideration for the grant of each
Option or other right under the Plan and to determine the sufficiency of such
consideration; and

(xi) To take any other actions deemed necessary or advisable
for the administration of the Plan.

All decisions, interpretations and other actions of the Committee shall be final
and binding on all Offerees, all Optionees, and all persons deriving their
rights from an Offeree or Optionee. No member of the Committee shall be liable
for any action that he or she has taken or has failed to take in good faith with
respect to the Plan, any Option, or any right to acquire Shares under the Plan.

SECTION 4. ELIGIBILITY.
- ----------------------

(a) General Rules. Only Employees (including, without
limitation, independent contractors who are not members of the Board of
Directors) shall be eligible for designation as Optionees or Offerees by the
Committee. In addition, only Employees who are common-law employees of the
Company or a Subsidiary shall be eligible for the grant of IS0s. Employees who
are Outside Directors shall only be eligible for the grant of the Nonstatutory
Options described in Subsection (b) below.

(b) Outside Directors. Any other provision of the Plan not-
withstanding, the participation of Outside Directors in the Plan shall be sub-
ject to the following restrictions:

(i) Outside Directors shall receive no grants other than the
Nonstatutory options described in this Subsection (b).

(ii) All Nonstatutory Options granted to an Outside Director
under this Subsection (b) shall also become exercisable in fill in the event of
the termination of such Outside Director's service because of death, Total and
Permanent Disability or voluntary retirement at or after age 65.

(iii) The Exercise Price under all Nonstatutory Options
granted to an Outside Director under this Subsection (b) shall be equal to 100
percent of the Fair Market Value of a Share on the date of grant, payable in one
of the forms described in Subsection (a), (b), (c) or (d) of Section 8.

(iv) Nonstatutory Options granted to an Outside Director under
this Subsection (b) shall terminate on the earliest of (A) the 10th anniversary
of the date of grant, (B) the date three months after the termination of such
Outside Director's service for any reason other than death or Total and
Permanent Disability or (C) the date 12 months after the termination of such
Outside Director's service because of death or Total and Permanent Disability.

The Committee may provide that the Nonstatutory Options that otherwise would be
granted to an Outside Director under this Subsection (b) shall instead be
granted to an affiliate of such Outside Director. Such affiliate shall then be
deemed to be an Outside Director for purposes of the Plan, provided that the
service-related vesting and termination provisions pertaining to the
Nonstatutory Options shall be applied with regard to the service of the Outside
Director.

(c) Attribution Rules. For purposes of Subsection (c) above,
in determining stock ownership, an Employee shall be deemed to own the stock
owned, directly or indirectly, by or for such Employee's brothers, sisters,
spouse, ancestors and lineal descendants. Stock owned, directly or indirectly,
by or for a corporation, partnership, estate or trust shall be deemed to be
owned proportionately by or for its stockholders, partners or beneficiaries.
Stock with respect to which such Employee holds an option shall not be counted.

(d) Outstanding Stock. For purposes of Subsection (c) above,
"outstanding stock" shall include all stock actually issued and outstanding
immediately after the grant. "Outstanding stock" shall not include shares
authorized for issuance under outstanding options held by the Employee or by any
other person.

SECTION 5. STOCK SUBJECT TO PLAN.
- --------------------------------

(a) Basic Limitation. Shares offered under the Plan shall be
authorized but unissued Shares or treasury Shares. The aggregate number of
Shares which may be issued under the Plan (upon exercise of Options or other
rights to acquire Shares) shall not exceed 15% of Shares outstanding, subject to

adjustment pursuant to Section 9. The number of Shares which are subject to
Options or other rights outstanding at any time under the Plan shall not exceed
the number of Shares which then remain available for issuance under the Plan.
The Company, during the term of the Plan, shall at all times reserve and keep
available sufficient Shares to satisfy the requirements of the Plan.

(b) Additional Shares. In the event that any outstanding
Option or other right for any reason expires or is cancelled or otherwise
terminated, the Shares allocable to the unexercised portion of such Option or
other right shall again be available for the purposes of the Plan. In the event
that Shares issued under the Plan are reacquired by the Company pursuant to a
forfeiture provision, a right of repurchase or a right of first refusal. such
Shares shall again be available for the purposes of the Plan.

SECTION 6. TERMS AND CONDITIONS OF AWARDS OR SALES.
- --------------------------------------------------

(a) Stock Purchase Agreement. Each award or sale of Shares
under the Plan (other than upon exercise of an Option) shall be evidenced by a
Stock Purchase Agreement between the Offeree and the Company. Such award or sale
shall be subject to all applicable terms and conditions of the Plan and may be
subject to any other terms and conditions which are not inconsistent with the
Plan and which the Committee deems appropriate for inclusion in a Stock Purchase
Agreement. The provisions of the various Stock Purchase Agreements entered into
under the Plan need not be identical.

(b) Duration of Offers and Nontransferability of Rights. Any
right to acquire Shares under the Plan (other than an Option) shall
automatically expire if not exercised by the Offeree within 30 days after the
grant of such right was communicated to the Offeree by the Committee unless
specifically specified by the Committee. Such right shall not be transferable
and shall be exercisable only by the Offeree to whom such right was granted.

(c) Purchase Price. The Purchase Price of Shares to be offered
under the Plan shall not be less than 90 percent of the Fair Market Value of
such Shares. Subject to the preceding sentence, the Purchase Price shall be
determined by the Committee at its sole discretion. The Purchase Price shall be
payable in a form described in Section 8.

(d) Withholding Taxes. As a condition to the award, sale or
vesting of Shares, the Offeree shall make such arrangements as the Committee may
require for the satisfaction of any federal, state, local or foreign withholding
tax obligations that arise in connection with such Shares. The Committee may
permit the Offeree to satisfy all or part of his or her tax obligations related
to such Shares by having the Company withhold a portion of any Shares that
otherwise would be issued to him or her or by surrendering any Shares that
previously were acquired by him or her. The Shares withheld or surrendered shall
be valued at their Fair Market Value on the date when taxes otherwise would be
withheld in cash. The payment of taxes by assigning Shares to the Company, if
permitted by the Committee, shall be subject to such restrictions as the
Committee may impose, including any restrictions required by rules of the
Securities and Exchange Commission.

(e) Restrictions on Transfer of Shares. Any Shares awarded or
sold under the Plan shall be subject to such special forfeiture conditions,
rights of repurchase, rights of first refusal and other transfer restrictions as
the Committee may determine. Such restrictions shall be set forth in the
applicable Stock Purchase Agreement and shall apply in addition to any general
restrictions that may apply to all holders of Shares.

SECTION 7. TERMS AND CONDITIONS OF OPTIONS.
- -------------------------------------------

(a) Stock Option Agreement. Each grant of an Option under
the Plan shall be evidenced by a Stock Option Agreement between the Optionee and
the Company. Such Option shall be subject to all applicable terms and conditions
of the Plan and may be subject to any other terms and conditions which are not
inconsistent with the Plan and which the Committee deems appropriate for
inclusion in a Stock Option Agreement. The provisions of the various Stock
Option Agreements entered into under the Plan need not be identical.

(b) Number of Shares. Each Stock Option Agreement shall
specify the number of Shares that are subject to the Option and shall provide
for the adjustment of such number in accordance with Section 9. The Stock Option
Agreement shall also specify whether the Option is an ISO or a Nonstatutory
Option.

(c) Exercise Price. Each Stock Option Agreement shall specify
the Exercise Price. The Exercise Price of an ISO shall not be less than 100
percent of the Fair Market Value of a Share on the date of grant, except as
otherwise provided in Section 4(c). The Exercise Price of a Nonstatutory Option
shall not be less than 85 percent of the Fair Market Value of a Share on the
date of grant. Subject to the preceding two sentences, the Exercise Price under
any Option shall be determined by the Committee at its sole discretion. The
Exercise Price shall be payable in a form described in Section 8.

(d) Withholding Taxes. As a condition to the exercise of an
Option, the Optionee shall make such arrangements as the Committee may require
for the satisfaction of any federal, state, local or foreign withholding tax
obligations that arise in connection with such exercise. The Optionee shall also
make such arrangements as the Committee may require for the satisfaction of any
federal, state, local or foreign withholding tax obligations that may arise in
connection with the disposition of Shares acquired by exercising an Option. The
Committee may permit the Optionee to satisfy all or part of his or her tax
obligations related to the Option by having the Company withhold a portion of
any Shares that otherwise would be issued to him or her or by surrendering any
Shares that previously were acquired by him or her. Such Shares shall be valued
at their Fair Market Value on the date when taxes otherwise would be withheld in
cash. The payment of taxes by assigning Shares to the Company, if permitted by
the Committee, shall be subject to such restrictions as the Committee may
impose, including any restrictions required by rules of the Securities and
Exchange Commission.

(e) Exercisability and Term. Each Stock Option Agreement shall
specify the date when all or any installment of the Option is to become
exercisable. The vesting of any Option shall be determined by the Committee at
its sole discretion. A Stock Option Agreement may provide for accelerated
exercisability in the event of the Optionee's death, Total and Permanent
Disability or retirement or other events. The Stock Option Agreement shall also
specify the term of the Option. The term shall not exceed 10 years from the date
of grant, except as otherwise provided in Section 4(c). Subject to the preceding
sentence, the Committee at its sole discretion shall determine when an Option is
to expire.

(f) Nontransferability . During an Optionee's lifetime, such
Optionee's Option(s) shall be exercisable only by him or her and shall not be
transferable, unless permitted by the Stock Option Agreement. In the event of an
Optionee's death, such Optionee's Option(s) shall not be transferable other than
by will, by a beneficiary designation executed by the Optionee and delivered to
the Company, or by the laws of descent and distribution.

(g) Termination of Service (Except by Death). If an Optionee's
Service terminates for any reason other than the Optionee's death, then such
Optionee's Option(s) shall expire on the earliest of the following occasions:

(i) The expiration date determined pursuant to Subsection (e)
above;

(ii) The date 90 days after the termination of the Optionee's
Service for any reason other than Total and Permanent Disability; or

(iii) The date six months after the termination of the
Optionee's Service by reason of Total and Permanent Disability.

The Optionee may exercise all or part of his or her Option(s) at any time before
the expiration of such Option(s) under the preceding sentence, but only to the
extent that such Option(s) had become exercisable before the Optionee's Service
terminated or became exercisable as a result of the termination. The balance of
such Option(s) shall lapse when the Optionee's Service terminates. In the event
that the Optionee dies after the termination of the Optionee's Service but
before the expiration of the Optionee's Option(s), all or part of such Option(s)
may be exercised (prior to expiration) by his or her designated beneficiary (if
applicable), by the executors or administrators of the Optionee's estate or by
any person who has acquired such Option(s) directly from the Optionee by bequest
or inheritance, but only to the extent that such Option(s) had become
exercisable before the Optionee's Service terminated or became exercisable as a
result of the termination.

(h) Leaves of Absence. For purposes of Subsection (g) above,
Service shall be deemed to continue while the Optionee is on sick leave or other
bona fide leave of absence (as determined by the Committee). The foregoing
notwithstanding, in the case of an ISO granted under the Plan. Service shall not
be deemed to continue beyond the first 90 days of such leave, unless the
Optionee's reemployment rights are guaranteed by statute or by contract.

(i) Death of Optionee. If an Optionee dies while he or she is
in Service, then such Optionee's Option(s) shall expire on the earlier of the
following dates:

(i) The expiration date determined pursuant to Subsection (e)
above; or

(ii) The date six months after the Optionee's death.

All or part of the Optionee's Option(s) may be exercised at any time before the
expiration of such Option(s) under the preceding sentence by his or her
designated beneficiary (if applicable), by the executors or administrators of
the Optionee's estate or by any person who has acquired such Option(s) directly

from the Optionee by bequest or inheritance, but only to the extent that such
Option(s) had become exercisable before the Optionee's death or became
exercisable as a result of the Optionee's death. The balance of such Option(s)
shall lapse when the Optionee dies.

(j) No Rights as a Stockholder. An Optionee, or a transferee
of an Optionee, shall have no rights as a stockholder with respect to any Shares
covered by his or her Option until the date of the issuance of a stock
certificate for such Shares. No adjustments shall be made, except as provided in
Section 9.

(k) Modification. Extension and Renewal of Options. Within the
limitations of the Plan, the Committee may modify, extend or renew outstanding
Options or may accept the cancellation of outstanding Options (to the extent not
previously exercised) in return for the grant of new Options at the same or a
different price. The foregoing notwithstanding, no modification of an Option
shall, without the consent of the Optionee, impair such Optionee's rights or
increase his or her obligations under such Option.

(1) Restrictions on Transfer of Shares. Any Shares issued upon
exercise of an Option shall be subject to such special forfeiture conditions,
rights of repurchase, rights of first refusal and other transfer restrictions as
the Committee may determine. Such restrictions shall be set forth in the
applicable Stock Option Agreement and shall apply in addition to any general
restrictions that may apply to all holders of Shares.

SECTION 8. PAYMENT FOR SHARES.
- -----------------------------

(a) General Rule. The entire Purchase Price or Exercise Price
of Shares issued under the Plan shall be payable in lawful money of the United
States of America at the time when such Shares are purchased, except as follows:

(i) In the case of Shares sold under the terms of a Stock
Purchase Agreement subject to the Plan, payment shall be made only pursuant to
the express provisions of such Stock Purchase Agreement. However, the Committee
(at its sole discretion) may specify in the Stock Purchase Agreement that
payment may be made in one or all of the forms described in Subsections (e), (f)
and (g) below.

(ii) In the case of an ISO granted under the Plan, payment
shall be made only pursuant to the express provisions of the applicable Stock
Option Agreement. However, the Committee (at its sole discretion) may specify in
the Stock Option Agreement that payment may be made pursuant to Subsections (b),
(c), (d), (1) or (g) below.

(iii) In the case of a Nonstatutory Option granted under the
Plan, the Committee (at its sole discretion) may accept payment pursuant to
Subsections (b), (c), (d), (f) or (g) below.

(b) Surrender of Stock. To the extent that this Subsection (b)
is applicable, payment may be made all or in part with Shares which have already
been owned by the Optionee or his or her representative for more than 12 months
and which are surrendered to the Company in good form for transfer, Such Shares
shall be valued at their Fair Market Value on the date when the new Shares are
purchased under the Plan.

(c) Exercise/Sale. To the extent that this Subsection (c) is
applicable, payment may be made by the delivery (on a form prescribed by the
Company) of an irrevocable direction to a securities broker approved by the
Company to sell Shares and to deliver all or part of the sales proceeds to the
Company in payment of all or part of the Exercise Price and any withholding
taxes.

(d) Exercise/Pledge. To the extent that this Subsection (d) is
applicable, payment may be made by the delivery (on a form prescribed by the
Company) of an irrevocable direction to pledge Shares to a securities broker or
lender approved by the Company, as security for a loan, and to deliver all or
part of the loan proceeds to the Company in payment of all or part of the
Exercise Price and any withholding taxes.

(e) Services Rendered. To the extent that this Subsection (e)
is applicable, Shares may be awarded under the Plan in consideration of services
rendered to the Company or a Subsidiary prior to the award. If Shares are
awarded without the payment of a Purchase Price in cash, the Committee shall
make a determination (at the time of the award) of the value of the services
rendered by the Offeree and the sufficiency of the consideration to meet the
requirements of Section 6(c).

(f) Promissory Note. To the extent that this Subsection (f) is
applicable, a portion of the Purchase Price or Exercise Price, as the case may
be, of Shares issued under the Plan maybe payable by a full-recourse promissory
note, provided that (i) the par value of such Shares must be paid in lawful

money of the United States of America at the time when such Shares are
purchased, (ii) the Shares are security for payment of the principal amount of
the promissory note and interest thereon and (iii) the interest rate payable
under the terms of the promissory note shall be no less than the minimum rate
(if any) required to avoid the imputation of additional interest under the Code.
Subject to the foregoing, the Committee (at its sole discretion) shall specify
the term, interest rate, amortization requirements (if any) and other provisions
of such note.

(g) Other Forms of Payment. To the extent that this Subsection
(g) is applicable, payment may be made in any other form approved by the
Committee, consistent with applicable laws, regulations and rules.

SECTION 9. ADJUSTMENT OF SHARES.
- -------------------------------

(a) General. In the event of a subdivision of the outstanding
Stock, a declaration of a dividend payable in Shares, a declaration of a
dividend payable in a form other than Shares in an amount that has a material
effect on the value of Shares, a combination or consolidation of the outstanding
Stock (by reclassification or otherwise) into a lesser number of Shares, a
recapitalization, a spinoff or a similar occurrence, the Committee shall make
appropriate adjustments in one or more of (i) the number of Shares available for
future grants under Section 5, (ii) the number of Nonstatutory Options to be
granted to Outside Directors under Section 4(b), (iii) the number of Shares
covered by each outstanding Option or (iv) the Exercise Price under each
outstanding Option.

(b) Reorganizations. In the event that the Company is a party
to a merger or other reorganization, outstanding Options shall be subject to the
agreement of merger or reorganization. Such agreement may provide, without
limitation, for the assumption of outstanding Options by the surviving
corporation or its parent, for their continuation by the Company (if the Company
is a surviving corporation), for payment of a cash settlement equal to the
difference between the amount to be paid for one Share under such agreement and
the Exercise Price, or for the acceleration of their exercisability followed by
the cancellation of Options not exercised, in all cases without the Optionees'
consent. Any cancellation shall not occur until after such acceleration is
effective and Optionees have been notified of such acceleration. In the case of
Options that have been outstanding for less than 12 months, a cancellation need
not be preceded by acceleration.

(c) Reservation of Rights. Except as provided in this Section
9, an Optionee or Offeree shall have no rights by reason of any subdivision or
consolidation of shares of stock of any class, the payment of any dividend or
any other increase or decrease in the number of shares of stock of any class.
Any issue by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall not affect, and no
adjustment by reason thereof shall be made with respect to; the number or
Exercise Price of Shares subject to an Option. The grant of an Option pursuant
to the Plan shall not affect in any way the right or power of the Company to
make adjustments, reclassifications, reorganizations or changes of its capital
or business structure, to merge or consolidate or to dissolve, liquidate, sell
or transfer all or any part of its business or assets.

SECTION 10. SECURITIES LAWS.
- ---------------------------

Shares shall not be issued under the Plan unless the issuance
and delivery of such Shares complies with (or is exempt from) all applicable
requirements of law, including (without limitation) the Securities Act of 1933,
as amended, the rules and regulations promulgated thereunder, state securities
laws and regulations, and the regulations of any stock exchange on which the
Company's securities may then be listed.

SECTION 11. NO RETENTION RIGHTS.
- -------------------------------

Neither the Plan nor any Option shall be deemed to give any
individual a right to remain an employee, consultant or director of the Company
or a Subsidiary. The Company and its Subsidiaries reserve the right to terminate
the service of any employee, consultant or director at any time, with or without
cause, subject to applicable laws, the Company's certificate of incorporation
and by-laws and a written employment agreement (if any).

SECTION 12. DURATION AND AMENDMENTS.
- -----------------------------------

(a) Term of the Plan. The Plan, as set forth herein, shall
become effective as of March 7, 2002. The Plan shall terminate automatically 15
years after its initial adoption by the Board of Directors on March 7, 2017, and
may be terminated on any earlier date pursuant to Subsection (b) below.

(b) Right to Amend or Terminate the Plan. The Board of
Directors may, subject to applicable law, amend, suspend or terminate the Plan
at any time and for any reason. An amendment to the Plan shall require
stockholder approval only to the extent required by applicable law.

(c) Effect of Amendment or Termination. No Shares shall be
issued or sold under the Plan after the termination thereof, except upon
exercise of an Option granted prior to such termination. The termination of the
Plan, or any amendment thereto shall not affect any Share previously issued or
any Option previously granted under the Plan.

SECTION 13. EXECUTION.
- ---------------------

To record the adoption of the Plan by the Board of Directors
on March 7, 2002 and by the Company's stockholders on ________, 2002, the
Company has caused its authorized officer to execute the same.

THE LINK GROUP, INC.

By___________________________

Its___________________________