Exhibit 4.12

                          Registration Rights Agreement







                          REGISTRATION RIGHTS AGREEMENT


                                     between


                       MULTI-LINK TELECOMMUNICATIONS, INC.


                                       and


                           GLENAYRE TECHNOLOGIES, INC.





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                            Dated as of June 30, 2000

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











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                                TABLE OF CONTENTS

                                                                        Page No.
                                                                        --------

     SECTION 1.  Definitions ................................................  1

     SECTION 2.  Securities Subject to this Agreement .......................  2

     SECTION 3.  Demand Registration ........................................  2

     SECTION 4.  Piggy-Back Registration ....................................  3

     SECTION 5.  Holdback Agreements ........................................  4

     SECTION 6.  Registration Procedures ....................................  4

     SECTION 7.  Registration Expenses ......................................  7

     SECTION 8.  Indemnification; Contribution ..............................  7

     SECTION 9.  Rules 144 and 144A .........................................  9

     SECTION 10. Miscellaneous .............................................. 10








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                          REGISTRATION RIGHTS AGREEMENT

     THIS  REGISTRATION  RIGHTS  AGREEMENT  is dated as of June 30,  2000  (this
"Agreement"),  by and between  MULTI-LINK  TELECOMMUNICATIONS,  INC., a Colorado
corporation  (the  "Company"),  and  GLENAYRE  TECHNOLOGIES,  INC.,  a  Delaware
corporation (together with its successors and assigns, "Glenayre").

                              Statement of Purpose

     Pursuant to a  Securities  Purchase  Agreement,  dated the date hereof (the
"Purchase  Agreement"),  between the Company and Glenayre, the Company issued to
Glenayre (1) certain  shares of its no par value common stock (the "Shares") and
(2) a Common Stock  Purchase  Warrant to purchase  100,000  shares of the common
stock of the  Company.  Glenayre has  requested,  as a condition to its entering
into the Purchase Agreement and purchasing the securities  thereunder,  that the
Company  provide,  and the  Company has agreed to provide to  Glenayre,  certain
registration  rights with respect to the Registrable  Securities (as hereinafter
defined) owned by Glenayre.

     NOW,  THEREFORE,  in  consideration  of the mutual covenants and agreements
contained herein, and for other good and valuable  consideration the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

     SECTION 1.  Definitions For the purposes of this Agreement,  in addition to
the terms defined  elsewhere in this  Agreement,  the  following  terms have the
meanings set forth below:

     "Approved  Underwriter"  shall have the meaning assigned thereto in Section
3(d).

     "Commission"  means the Securities  and Exchange  Commission or any similar
agency then having jurisdiction to enforce the Securities Act.

     "Common  Stock"  means (1) the no par value  common stock of the Company as
described  in the Articles of  Incorporation  of the Company as in effect on the
date hereof, (2) any other class of capital stock hereinafter  authorized having
the right to share in  distributions  either of earnings or assets without limit
as to amount or  percentage  and (3) any other  capital  stock  into  which such
Common Stock is reclassified or reconstituted.

     "Company Underwriter" shall have the meaning assigned thereto in Section 4.

     "Contingent  Warrant" means the Common Stock Purchase  Warrant  exercisable
for 50,000 shares of Common Stock, in the form of Exhibit A hereto,  issuable to
Glenayre under the conditions specified in Section 3(e).

     "Demand  Registration"  means a demand  registration  requested by Glenayre
pursuant to Section 3.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     "Holders'  Counsel"  shall  have the  meaning  assigned  thereto in Section
6(a)(i).

     "Holder" means any Person owning or having the right to acquire Registrable
Securities.

     "Inspector" shall have the meaning assigned thereto in Section 6(a)(viii).

     "NASD" means the National Association of Securities Dealers, Inc.




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     "Person" means any  individual,  firm,  corpor ation,  partnership,  trust,
incorporated or unincorporated association,  joint venture, joint stock company,
limited  liability  company,  government (or an agency or political  subdivision
thereof) or other entity of any kind, and shall include any successor (by merger
or otherwise) of such entity.

     "Records" shall have the meaning assigned hereto in Section 6(a)(viii).

     "Registrable  Securities"  means (i) the Shares,  (ii) any other  shares of
Common  Stock held by Glenayre as of July 1, 2000,  (iii) shares of Common Stock
issued or issuable  upon  exercise of the  Warrant,  (iv) shares of Common Stock
issued or issuable  upon  exercise of the  Contingent  Warrant and (v) any other
common  equity  securities  of  the  Company  issued  in  exchange  for,  upon a
reclassification  of, or in a  distribution  with  respect to, the  Shares,  the
Warrant or the Contingent Warrant.

     "Registration  Expenses" shall have the meaning assigned thereto in Section
7.

     "Securities Act" means the Securities Act of 1933, as amended.

     "Warrant"  means the Warrant  issued to Glenayre  pursuant to the  Purchase
Agreement.

     SECTION 2. Securities Subject to this Agreement

     (a) Registrable Securities. For the purposes of this Agreement, Registrable
Securities  will  cease to be  Registrable  Securities  when (i) a  registration
statement covering such Registrable Securities has been declared effective under
the Securities Act by the Commission and such  Registrable  Securities have been
disposed of pursuant to such effective registration statement or (ii) the entire
amount of Registrable Securities proposed to be sold in a single sale are, or in
the  opinion  of  counsel  reasonably   satisfactory  to  the  Company  may  be,
distributed  to the  public in such  single  sale  pursuant  to Rule 144 (or any
successor  provision  then in  force)  under  the  Securities  Act.  Registrable
Securities  issuable upon exercise of an option,  warrant or other right or upon
conversion of another  security shall be deemed  outstanding for the purposes of
this Agreement.

     (b) Holders of Registrable Securities. A Person is deemed to be a holder of
Registrable   Securities   whenever  such  Person  owns  of  record  Registrable
Securities.  A Person need not exercise the Warrant or Contingent  Warrant prior
to the  Company's  effecting  the  registration  of Common Stock  issuable  upon
exercise of such Warrants.

     SECTION 3. Demand Registration.

     (a) Demand  Registration.  Glenayre  may, at any time after  September  30,
2000, make a written request for  registration of Registrable  Securities  under
the  Securities  Act,  and  under  the  securities  or  blue  sky  laws  of  any
jurisdiction  reasonably  designated  by  Glenayre;  provided,  that  subject to
Section  3(c),  the  Company  will  not be  required  to  effect  more  than two
registrations  at the request of Glenayre  pursuant to this Section 3(a) and the
Company  will not be  required  to effect  such  registration  within the period
beginning on the effective date of a registration statement filed by the Company
on its behalf covering a firm commitment underwritten public offering and ending
on the later of (i) 90 days  thereafter  and (ii) the  expiration of any lock-up
period (not to exceed 180 days) required by the underwriters.

     (b) Company Obligation to Register.  Each request for a Demand Registration
pursuant to Section 3(a) shall specify the number of the Registrable  Securities
proposed  to be  sold,  the  intended  method  of  disposition  thereof  and the
jurisdictions  in which  registration  is  desired.  Upon a request for a Demand
Registration, the Company shall, with reasonable promptness and in any event not
later  than 90  days  after  the  Company's  receipt  of  such  request,  file a
registration   statement  with  the  Commission  relating  to  such  Registrable
Securities  as to which such request for a Demand  Registration  relates and use
its best efforts to cause all Registrable  Securities to be registered under the
Securities Act. A registration shall not constitute a Demand  Registration until
it has become effective and remains  continuously  effective for a period of not
less  than 24  months or such  shorter  period  which  will  terminate  when all
Registrable Securities covered by such registration statement (i) have been sold
(but not before the expiration of the 90 day period  referred to in Section 4(3)




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of the Securities Act and Rule 174 thereunder,  if applicable),  or (ii) may, in
the opinion of counsel reasonably satisfactory to the Company, be distributed to
the public in a single  sale  pursuant to Rule 144 (or any  successor  provision
then in force)  under the  Securities  Act. In any  registration  initiated as a
Demand  Registration,  the  Company  shall  pay  all  Registration  Expenses  in
connection therewith, whether or not such Demand Registration becomes effective.

     (c) Underwriting  Procedures.  If Glenayre so elects,  the offering of such
Registrable Securities pursuant to such Demand Registration shall be in the form
of a firm  commitment  underwritten  offering  and the managing  underwriter  or
underwriters  selected  for  such  offering  shall be the  Approved  Underwriter
selected  in  accordance  with  Section  3(d).  In such event,  if the  Approved
Underwriter  advises the  Company,  which  advice shall be confirmed in writing,
that in its opinion marketing  considerations require a limitation on the number
of securities to be sold,  the Company shall include in such  registration  only
the number of Registrable  Securities  which,  in the good faith opinion of such
Approved Underwriter, can be sold.

     To the extent Registrable Securities held by Glenayre are excluded from the
offering to be made pursuant to the Demand  Registration  requested by Glenayre,
then Glenayre shall have the right to one additional Demand  Registration  under
this Section 3 with respect to such Registrable Securities.

     (d) Selection of  Underwriters.  In connection with its requesting a Demand
Registration of Registrable  Securities  pursuant to Section 3(a),  Glenayre may
select and obtain an investment banking firm of first class national  reputation
to act as the managing underwriter of the offering (the "Approved Underwriter");
provided that the Approved  Underwriter shall, in any case, be acceptable to the
Company in its reasonable judgment.

     (e) Warrant.  In the event that Glenayre requests a Demand  Registration of
Registrable  Securities  pursuant to Section 3(a) and, for whatever reason,  the
registration  statement for the Registrable  Securities requested to be included
in such  registration  statement has not become  effective within 180 days after
Glenayre's request for the Demand  Registration,  then, upon written notice from
Glenayre, the Company will immediately issue to Glenayre, without any additional
payment by Glenayre,  the  Contingent  Warrant.  The issuance of the  Contingent
Warrant shall be deemed as liquidated damages and shall be in lieu of and not in
addition to other remedies under any other provisions hereunder.

     (f)  Permitted  Postponement  of  Registration.  The  Company  shall not be
required  to effect a  registration  pursuant  to this  Section 3 if the Company
shall furnish to Glenayre a certificate signed by the Chief Executive Officer of
the Company  stating that, in the good faith  judgment of the Board of Directors
of the  Company,  it would  be  seriously  detrimental  to the  Company  and its
shareholders  for such  registration  statement to be effected as such time,  in
which event the  Company  shall have the right to defer such filing for a period
of not more than 90 days after receipt of the request of Glenayre.

     SECTION 4. Piggy-Back Registration

     (a) Piggy-Back  Rights.  If the Company proposes to file, at any time on or
after September 30, 2000, a registration statement under the Securities Act with
respect to an offering by the Company for its own  account,  or an offering  for
the account of any stockholder of the Company or any group of such  stockholders
(other than a registration  statement on Form S-4 or S-8 or any successor  forms
or any other forms not available for  registering  capital stock for sale to the
public),  then the Company shall give written notice of such proposed  filing to
each Holder at least 30 days before the anticipated filing date, and such notice
shall describe in detail the proposed  registration and distribution  (including
whether  the  offering  will  be  underwritten  and  those  jurisdictions  where
registration  under the  securities or blue sky laws is intended) and offer each
Holder the  opportunity to register the number of  Registrable  Securities as it
may  request.  The  Company  shall use its best  efforts,  within 10 days of the
notice provided for in the preceding sentence, to cause the managing underwriter
or underwriters of a proposed underwritten offering (the "Company  Underwriter")
to permit each Holder to include such Registrable Securities in such offering on
the same terms and  conditions  as the  securities  of the  Company or the other
group of stockholders  included therein,  including execution of an underwriting




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agreement in  customary  form.  Notwithstanding  the  foregoing,  if the Company
Underwriter advises the Company in writing that marketing considerations require
a limitation on the number of  securities to be sold,  the Company shall include
in such  registration  (except in connection with a Demand  Registration,  which
priority  shall be governed by Section 3), only that number of securities  which
the Company  Underwriter  determines in its sole  discretion will not jeopardize
the success of the offering. Allocation of securities to be sold in the offering
among the  holders  of  securities  (including  the  Holders)  requesting  to be
included in such  registration  pursuant  to  "piggy-back"  registration  rights
granted by the Company (the  "Requesting  Holders")  shall be made on a priority
basis as follows:

               (i)  first,  100% of the  securities  proposed  to be sold by the
Company and 100% of the securities  proposed to be sold by holders of securities
with "piggy-back"  registration  rights granted by the Company prior to the date
hereof which registration rights do not contain "underwriter  cut-back" or other
provisions similar to those contained in this Section 4; and

               (ii)  second,  the  securities  requested  to be  included by the
Requesting Holders shall be included on a pro rata basis. For this purpose,  the
"pro rata" share of each Requesting Holder shall be the percentage determined by
dividing the number of shares of Common Stock owned by such Requesting Holder by
the total number of shares of Common Stock owned by all Requesting Holders.

     (b)  Withdrawal  by  Company.  Notwithstanding  anything  to  the  contrary
contained herein,  the Company shall be permitted to withdraw,  abandon or elect
not to file any  registration  statement  the Company  has  proposed to file and
given notice pursuant to Section 4(a).

     SECTION 5. Holdback Agreements

     (a)  Restrictions  on Public Sale by Holders.  In order to participate in a
registration  effected hereby,  to the extent not  inconsistent  with applicable
law,  each Holder  agrees not to effect any public sale or  distribution  of any
Registrable Securities being registered or of any securities convertible into or
exchangeable or exercisable for such  Registrable  Securities,  including a sale
pursuant to Rule 144 under the Securities  Act,  during the period  beginning on
the filing of such registration statement and ending on the later of (i) 90 days
after the effective date of such registration statement or the commencement of a
public distribution of the Registrable  Securities pursuant to such registration
statement  or  (ii)  the  expiration  of  any  lock-up  period  required  by the
underwriters.

     (b)  Restrictions on Public Sale by the Company.  The Company agrees not to
effect  any  public  sale  or  distribution  of any of  its  securities,  or any
securities  convertible  into or exchangeable or exercisable for such securities
(except  pursuant to  registrations  on Form S-4 or S-8 or any successor to such
forms or any other forms not available for registering capital stock for sale to
the  public)  during the  period  beginning  on the  filing of any  registration
statement in which the holders of Registrable  Securities are  participating and
ending  on the  later  of (i) 90 days  after  the  effective  date  of any  such
registration statement and (ii) the expiration of any lock-up period required by
the underwriters.

     SECTION 6. Registration Procedures

     (a)  Obligations  of the  Company.  Whenever  registration  of  Registrable
Securities has been requested pursuant to Section 3 or 4 of this Agreement,  the
Company shall use its best efforts to effect the  registration  and sale of such
Registrable  Securities in accordance  with the intended  method of distribution
thereof as quickly as practicable,  and in connection with any such request, the
Company shall, as expeditiously as possible:

               (i)  prepare  and  file  with  the  Commission  (as  promptly  as
practicable,  but in any event not later than 90 days after receipt of a request
to file a  registration  statement  with respect to  Registrable  Securities)  a
registration statement on any form for which the Company then qualifies or which
counsel for the Company shall deem appropriate and which form shall be available
for the sale of such  Registrable  Securities  in  accordance  with the intended
method  of  distribution  thereof,  and use  its  best  efforts  to  cause  such
registration  statement  to become  effective;  provided,  that before  filing a




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registration  statement or prospectus or any amendments or supplements  thereto,
the Company shall (A) provide  counsel  selected by the Holders of a majority of
the Registrable  Securities  being  registered in such  registration  ("Holders'
Counsel")  with an adequate and  appropriate  opportunity  to participate in the
preparation of such registration  statement and each prospectus included therein
(and each  amendment  or  supplement  thereto) to be filed with the  Commission,
which  documents  shall be subject to the review of  Holders'  Counsel,  and (B)
notify  Holders'  Counsel and each seller of Registrable  Securities of any stop
order issued or  threatened by the  Commission  and take all  reasonable  action
required to prevent the entry of such stop order or to remove it if entered;

               (ii) prepare and file with the  Commission  such  amendments  and
supplements to such registration statement and the prospectus used in connection
therewith as may be necessary to keep such registration  statement effective for
a period of not less than 24 months or such shorter  period which will terminate
when all Registrable Securities covered by such registration statement have been
sold (but not before the expiration of the 90-day period  referred to in Section
4(3) of the Securities Act and Rule 174 thereunder,  if applicable),  and comply
with the provisions of the Securities Act with respect to the disposition of all
securities  covered  by  such  registration  statement  during  such  period  in
accordance  with the intended  methods of disposition by the sellers thereof set
forth in such registration statement;

               (iii) as soon as reasonably  possible,  furnish to each seller of
Registrable Securities, prior to filing a registration statement, copies of such
registration statement as it is proposed to be filed, and thereafter such number
of copies of such registration statement,  each amendment and supplement thereto
(in each case including all exhibits thereto),  the prospectus  included in such
registration  statement  (including each preliminary  prospectus) and such other
documents as each such seller may reasonably  request in order to facilitate the
disposition of the Registrable Securities owned by such seller;

               (iv) use its best efforts to register or qualify such Registrable
Securities under such other securities or blue sky laws of such jurisdictions as
any seller of Registrable  Securities reasonably requests,  and to continue such
qualification  in effect  in such  jurisdictions  for as long as is  permissible
pursuant  to the laws of such  jurisdictions,  or for as long as any such seller
requests or until all of such  Registrable  Securities  are sold,  whichever  is
shortest,  and do any and all other  acts and  things  which  may be  reasonably
necessary or advisable to enable any such seller to consummate  the  disposition
in such  jurisdictions  of the  Registrable  Securities  owned  by such  seller;
provided that the Company  shall not be obligated to effect,  or take any action
to effect, any such registration or qualification in any particular jurisdiction
in which the Company  would be required to execute a general  consent to service
of process in effecting such  registration or qualification  unless -------- the
Company is already subject to service in such  jurisdiction and except as may be
required by the Securities Act or applicable rules or regulations thereunder;

               (v) use its best  efforts  to cause  the  Registrable  Securities
covered by such registration statement to be registered with or approved by such
other governmental  agencies or authorities as may be necessary by virtue of the
business  and  operations  of the  Company  to enable  the  seller or sellers of
Registrable  Securities  to  consummate  the  disposition  of  such  Registrable
Securities;

               (vi)  notify each seller of  Registrable  Securities  at any time
when a  prospectus  relating  thereto  is  required  to be  delivered  under the
Securities  Act,  upon  discovery  that, or upon the happening of any event as a
result of which, the prospectus included in such registration statement contains
an untrue  statement  of a  material  fact or omits to state any  material  fact
required to be stated  therein or necessary to make the  statements  therein not
misleading  in light of the  circumstances  under which they were made,  and the
Company shall promptly  prepare a supplement or amendment to such prospectus and
furnish to each seller a reasonable  number of copies of a  supplement  to or an
amendment of such prospectus as may be necessary so that,  after delivery to the
purchasers of such Registrable Securities,  such prospectus shall not contain an





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untrue  statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements  therein not misleading
in light of the circumstances under which they were made;

               (vii) enter into and perform customary  agreements  (including an
underwriting  agreement  in  customary  form with the  Approved  Underwriter  or
Company  Underwriter,  if any,  selected as provided in Section 3 or 4) and take
such other actions as are reasonably required in order to expedite or facilitate
the disposition of such Registrable Securities;

               (viii) make available for inspection by any seller of Registrable
Securities,  any managing underwriter  participating in any disposition pursuant
to such registration statement, Holders' Counsel and any attorney, accountant or
other agent  retained  by such  seller or any  managing  underwriter  (each,  an
"Inspector"  and  collectively,  the  "Inspectors"),  all  financial  and  other
records,  pertinent  corporate  documents and  properties of the Company and its
subsidiaries  (collectively,  the "Records") as shall be reasonably necessary to
enable  them to  exercise  their  due  diligence  responsibility,  and cause the
Company's  and its  subsidiaries'  officers,  directors and  employees,  and the
independent  public  accountants  of the  Company,  to  supply  all  information
reasonably  requested by any such Inspector in connection with such registration
statement;   Records  that  the  Company  determines,   in  good  faith,  to  be
confidential and which it notifies the Inspectors are confidential  shall not be
disclosed  by the  Inspectors  unless  (A) the  disclosure  of such  Records  is
necessary  to avoid or correct a  misstatement  or omission in the  registration
statement or to confirm that no such misstatement or omission has been made, (B)
the  release of such  Records is ordered  pursuant  to a subpoena or other order
from a court of competent  jurisdiction  or (C) the  information in such Records
has been made generally available to the public or is required to be filed with,
or made available as supplemental information to, the Commission. Each seller of
Registrable  Securities  agrees that it shall,  upon learning that disclosure of
such Records is sought in a court of competent jurisdiction,  give notice to the
Company  and  allow  the  Company,   at  the  Company's  expense,  to  undertake
appropriate action to prevent disclosure of the Records deemed confidential;

               (ix) if such sale is pursuant to an underwritten offering, obtain
a "cold comfort"  letter from the Company's  independent  public  accountants in
customary  form and  covering  such matters of the type  customarily  covered by
"cold  comfort"  letters and as Holders'  Counsel or the  managing  underwriters
reasonably request;

               (x)  furnish,  at  the  request  of  any  seller  of  Registrable
Securities on the date such  securities  are delivered to the  underwriters  for
sale pursuant to such  registration  or, if such  securities  are not being sold
through  underwriters,  on the date the  registration  statement with respect to
such  securities  becomes  effective,  an opinion,  dated such date,  of counsel
representing the Company for the purposes of such registration, addressed to the
underwriters, if any, and to the seller making such request, covering such legal
matters  with  respect to the  registration  in respect of which such opinion is
being  given as such  seller or  underwriters  may  reasonably  request  and are
customarily included in such opinions;

               (xi) otherwise use its best efforts to comply with all applicable
rules and  regulations  of the  Commission,  and make  available to its security
holders, as soon as reasonably practicable but no later than 15 months after the
effective date of the registration  statement,  an earnings statement covering a
period  of 12 months  beginning  after the  effective  date of the  registration
statement,  in a manner which  satisfies the  provisions of Section 11(a) of the
Securities Act;

               (xii) cause all such Registrable  Securities to be listed on each
securities  exchange on which similar  securities issued by the Company are then
listed;  provided,  that the  applicable  listing  requirements  are  satisfied;

               (xiii)  keep each  seller of  Registrable  Securities  advised in
writing as to the initiation and progress of any registration under Section 3 or
4;

               (xiv) provide officers'  certificates and other customary closing
documents;



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               (xv)  cooperate  with each seller of  Registrable  Securities and
each underwriter participating in the disposition of such Registrable Securities
and their respective  counsel in connection with any filings required to be made
with the NASD; and

               (xvi) use its best  efforts to take all other steps  necessary to
effect the registration of the Registrable  Securities  contemplated  hereby and
cooperate  with  each  seller  of  Registrable   Securities  to  facilitate  the
disposition of Registrable Securities pursuant thereto.

     (b) Seller  Information.  The Company  shall be  entitled  to require  each
seller of Registrable  Securities as to which any registration is being effected
to furnish to the Company such  information  regarding the  distribution of such
securities as the Company may from time to time reasonably request in writing.

     (c) Notice to  Discontinue.  Each Holder  agrees that,  upon receipt of any
notice from the Company of the  happening of any event of the kind  described in
Section  6(a)(vi),  such  Holder  shall  forthwith  discontinue  disposition  of
Registrable  Securities  pursuant to the  registration  statement  covering such
Registrable  Securities  until  such  Holder's  receipt  of  the  copies  of the
supplemented or amended  prospectus  contemplated by Section 6(a)(vi) and, if so
directed  by the  Company,  such  Holder  shall  deliver to the  Company (at the
Company's  expense) all copies,  other than  permanent  file copies then in such
Holder's  possession,  of the prospectus  covering such  Registrable  Securities
which is current at the time of receipt of such  notice.  If the  Company  shall
give any such  notice,  the Company  shall  extend the period  during which such
registration  statement shall be maintained effective pursuant to this Agreement
(including without limitation the period referred to in Section 6(a)(ii)) by the
number of days  during the period from and  including  the date of the giving of
such notice  pursuant to Section  6(a)(vi) to and  including  the date when such
Holder shall have received the copies of the supplemented or amended  prospectus
contemplated by and meeting the requirements of Section 6(a)(vi).

     SECTION 7. Registration Expenses

     (a) The Company shall pay all expenses (other than  underwriting  discounts
and  commissions)  arising from or incident to the performance of, or compliance
with, this  Agreement,  including  without  limitation,  (i)  Commission,  stock
exchange  and NASD  registration  and filing  fees,  (ii) all fees and  expenses
incurred in complying  with  securities or blue sky laws  (including  reasonable
fees,  charges  and  disbursements  of  counsel  in  connection  with  blue  sky
qualifications of the Registrable  Securities),  (iii) all printing,  engraving,
messenger and delivery expenses and (iv) the fees,  charges and disbursements of
counsel to the Company and of its independent  public  accountants and any other
accounting  and  legal  fees,  charges  and  expenses  incurred  by the  Company
(including without limitation any fees and expenses in connection with any "cold
comfort"  letters  and  any  special  audits  incident  to or  required  by  any
registration or qualification) regardless of whether such registration statement
is declared effective (collectively, "Registration Expenses").

     (b) The Company will, in any event, pay its internal  expenses  (including,
without  limitation,  all salaries  and  expenses of its officers and  employees
performing  legal or accounting  duties),  the expense of any annual audit,  the
fees and expenses  incurred in connection  with the listing of the securities to
be registered on each securities  exchange on which securities of the same class
are then  listed  or the  qualification  for  trading  of the  securities  to be
registered in each inter-dealer quotation system in which securities of the same
class are then traded, and rating agency fees.

     (c) In connection with each registration  requested  pursuant to Section 3,
the Company will reimburse Glenayre for the reasonable fees and disbursements of
its counsel.

     SECTION 8. Indemnification; Contribution

     (a) Indemnification by the Company. The Company agrees to indemnify, to the
full extent permitted by law, each Holder,  its officers,  directors,  partners,
employees  and agents and each  Person who  controls  (within the meaning of the
Securities  Act or the  Exchange  Act) such  Holder from and against any and all




                                       7
<PAGE>


losses, claims, damages, liabilities and expenses (including reasonable costs of
investigation and, subject to Section 8(c),  reasonable fees,  disbursements and
other  charges of legal  counsel)  arising out of or based upon any  untrue,  or
allegedly  untrue,  statement of a material fact  contained in any  registration
statement,  prospectus or preliminary  prospectus (as amended or supplemented if
the Company shall have  furnished  any  amendments  or  supplements  thereto) or
arising out of or based upon any omission or alleged omission to state therein a
material fact required to be stated  therein or necessary to make the statements
therein not misleading, except insofar as the same are caused by or contained in
any information furnished in writing to the Company by such Holder expressly for
use  therein.   The  Company  shall  also  indemnify  any  underwriters  of  the
Registrable Securities,  their officers, directors and employees and each Person
who controls such underwriters (within the meaning of the Securities Act and the
Exchange  Act)  to the  same  extent  as  provided  above  with  respect  to the
indemnification of the holders of Registrable Securities.

     (b)  Indemnification  by  Holders.  In  connection  with  any  registration
statement  in which a Holder is  participating  pursuant to Section 3 or 4, such
Holder shall furnish to the Company in writing such  information with respect to
such Holder as the Company may  reasonably  request or as may be required by law
for use in connection  with any such  registration  statement or prospectus  and
such Holder agrees to indemnify, to the extent permitted by law, the Company and
any  underwriter  retained  by  the  Company  and  their  respective  directors,
officers, employees and each Person who controls the Company or such underwriter
(within  the meaning of the  Securities  Act and the  Exchange  Act) to the same
extent as the foregoing indemnity from the Company to such Holder, but only with
respect to any such  information  furnished in writing by such Holder  expressly
for use in such registration  statement.  Notwithstanding the provisions of this
Section 8(b), such Holder shall not be required to pay any indemnification in an
amount in excess of the net proceeds  received by such Holder in the offering to
which such registration statement relates.

     (c)  Conduct  of  Indemnification   Proceedings.  Any  Person  entitled  to
indemnification  hereunder  (the  "Indemnified  Party")  agrees  to give  prompt
written  notice to any party with  indemnification  obligations  hereunder  (the
"Indemnifying  Party") after the receipt by the Indemnified Party of any written
notice of the commencement of any action,  suit,  proceeding or investigation or
threat thereof made in writing for which the Indemnified  Party intends to claim
indemnification  or contribution  pursuant to this Agreement;  provided that the
failure so to notify the  Indemnifying  Party shall not relieve the Indemnifying
Party of any  liability  that it may have to the  Indemnified  Party  hereunder,
unless (and then solely to the extent that) the Indemnifying Party is materially
prejudiced thereby. If notice of commencement of any such action is given to the
Indemnifying  Party as above provided,  the Indemnifying Party shall be entitled
to  participate  in and,  to the  extent  it may  wish,  jointly  with any other
Indemnifying Party similarly  notified,  to assume the defense of such action at
its own expense,  with counsel chosen by it and satisfactory to such Indemnified
Party.  The  Indemnified  Party  shall have the right to employ  separate  legal
counsel in any such action and participate in the defense thereof, but the fees,
disbursements  and other  charges of such legal counsel  (other than  reasonable
costs of  investigation)  shall be paid by the Indemnified  Party unless (i) the
Indemnifying  Party agrees to pay the same, (ii) the Indemnifying Party fails to
assume  the  defense  of such  action  with legal  counsel  satisfactory  to the
Indemnified  Party in its reasonable  judgment or (iii) the named parties to any
such action  (including  any impleaded  parties) have been advised by such legal
counsel  that  either  (A)  representation  of such  Indemnified  Party  and the
Indemnifying  Party by the same  legal  counsel  would  be  inappropriate  under
applicable  standards  of  professional  conduct or (B) there may be one or more
legal  defenses  available to it which are different from or additional to those
available to the  Indemnifying  Party. In either of such cases the  Indemnifying
Party shall not have the right to assume the defense of such action on behalf of
such Indemnified Party. No Indemnifying Party shall be liable for any settlement
entered  into  without  its  written   consent,   which  consent  shall  not  be
unreasonably withheld.

     (d)  Contribution.  If the  indemnification  provided for in this Section 8
from the Indemnifying  Party is unavailable to an Indemnified Party hereunder in
respect of any losses,  claims,  damages,  liabilities  or expenses  referred to
therein,  then the Indemnifying  Party, in lieu of indemnifying such Indemnified
Party,  shall contribute to the amount paid or payable by such Indemnified Party




                                       8
<PAGE>



as a result of such losses,  claims,  damages,  liabilities  or expenses in such
proportion as is appropriate  to reflect the relative fault of the  Indemnifying
Party and  Indemnified  Party in connection  with the actions which  resulted in
such losses,  claims,  damages,  liabilities  or expenses,  as well as any other
relevant  equitable  considerations.  The relative  faults of such  Indemnifying
Party and  Indemnified  Party shall be  determined  by reference to, among other
things,  whether any action in question,  including any untrue or alleged untrue
statement of a material fact or omission or alleged omission to state a material
fact, has been made by, or relates to information supplied by, such Indemnifying
Party or Indemnified Party, and the parties' relative intent, knowledge,  access
to information  and  opportunity  to correct or prevent such action.  The amount
paid  or  payable  by a  party  as a  result  of the  losses,  claims,  damages,
liabilities and expenses  referred to above shall be deemed to include,  subject
to the limitations set forth in Sections 8(a), 8(b) and 8(c), any fees,  charges
or expenses  (including fees,  disbursements and other charges of legal counsel)
reasonably  incurred  by such  party in  connection  with any  investigation  or
proceeding.

     The  parties  hereto  agree  that it  would  not be just and  equitable  if
contribution  pursuant  to  this  Section  8(d)  were  determined  by  pro  rata
allocation or by any other method of  allocation  which does not take account of
the equitable considerations referred to in the immediately preceding paragraph.
Notwithstanding  the  provisions  of this  Section  8(d),  a Holder shall not be
required  to  contribute  any  amount in  excess of the  amount by which the net
proceeds  received  by such Holder in the  offering  to which such  registration
statement  relates  exceeds  the  amount of any  damages  that such  Holder  has
otherwise been required to pay. No Person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any Person.

     (e) Survival.  The indemnity and contribution  covenants  contained in this
Section 8 shall remain operative and in full force and effect  regardless of (i)
any  investigation  made by or on  behalf  of a  Holder,  (ii)  any  sale of any
Registrable  Securities pursuant to this Agreement and receipt by such Holder of
the proceeds thereof, or (iii) any termination of this Agreement for any reason,
including after the initial filing of the registration  statement to which these
indemnity and contribution covenants relate.

     SECTION 9. Rules 144 and 144A The Company  covenants that it shall duly and
timely file any reports  required to be filed by it under the Securities Act and
the  Exchange  Act and the  rules  and  regulations  adopted  by the  Commission
thereunder and that it shall take such further action as a Holder may reasonably
request (including providing any information  necessary to comply with Rules 144
and 144A under the Securities Act), all to the extent required from time to time
to enable a Holder to sell Registrable Securities without registration under the
Securities Act within the  limitation of the exemptions  provided by Rule 144 or
Rule 144A under the  Securities  Act, as such rules may be amended  from time to
time, or any similar rules or regulations  hereafter  adopted by the Commission.
The  Company  shall,  upon the  request of a Holder,  deliver  to such  Holder a
written statement as to whether it has complied with such requirements.  Without
limiting the foregoing, the Company agrees that it will:

     (a) if required by law, maintain a registration  statement (containing such
information  and documents as the Commission  shall specify) with respect to the
Common  Stock  under  Section 12 of the  Exchange  Act and will timely file such
information,  documents and reports as the  Commission  may require or prescribe
for companies whose stock has been registered pursuant to said Section 12;

     (b) if a  registration  statement  with  respect to the Common  Stock under
Section 12 is  effective,  or if required by Section  15(d) of the Exchange Act,
make whatever filings with the Commission or otherwise make generally  available
to the public such financial and other information as may be necessary to enable
each  Holder  to be  permitted  to sell  shares of such  Registrable  Securities
pursuant to the provisions of Rule 144 or 144A promulgated  under the Securities
Act (or any successor rule or regulation thereto); and

     (c) at any time  when a Holder  desires  to make  sales of any  Registrable
Securities in reliance on Rule 144A under the  Securities  Act (or any successor
rule or regulation), provide such Holder and any prospective purchaser therefrom




                                       9
<PAGE>



with the  information  required by Rule 144A and otherwise  cooperate  with such
Holder in connection with such sale.

     The Company represents and warrants that any registration  statement or any
information  document or report filed with the Commission in connection with the
foregoing  or any  information  so made  public  shall not  contain  any  untrue
statement  of a material  fact or omit to state a material  fact  required to be
stated  therein or necessary in order to make the statements  contained  therein
not  misleading.  The Company  agrees to indemnify  and hold harmless (or to the
extent the same is not  enforceable,  make  contribution  to) each  Holder , its
officers, directors, employees and agents and each broker, dealer or underwriter
(within the meaning of the Securities  Act) acting for such Holder in connection
with any  offering  or sale by such Holder or any  person,  firm or  corporation
controlling  (within the meaning of either  Section 15 of the  Securities Act or
Section  20 of the  Exchange  Act) such  Holder and any such  broker,  dealer or
underwriter from and against any and all losses, claims, damages, liabilities or
expenses (or actions in respect  thereof)  arising out of or resulting  from any
breach of the foregoing  representation or warranty, all on terms and conditions
comparable to those set forth in Section 9 of this Agreement.

     SECTION 10. Miscellaneous

     (a)  Recapitalizations,  Exchanges,  Etc. The  provisions of this Agreement
shall  apply,  to the full extent set forth  herein  with  respect to the Common
Stock, to any and all shares of capital stock of the Company or any successor or
assign of the  Company  (whether  by  merger,  consolidation,  sale of assets or
otherwise) which may be issued in respect of, in exchange for or in substitution
of,  the  Common  Stock  and  shall  be  appropriately  adjusted  for any  stock
dividends, splits, reverse splits, combinations,  recapitalizations and the like
occurring after the date hereof.

     (b) No  Inconsistent  Agreements.  The  Company  shall not  enter  into any
agreement with respect to its securities  that is  inconsistent  with the rights
granted to Glenayre.

     (c)  Remedies.  Glenayre,  in  addition to being  entitled to exercise  all
rights  granted by law,  including  recovery  of  damages,  shall be entitled to
specific performance of its rights under this Agreement. The Company agrees that
monetary  damages  would not be adequate  compensation  for any loss incurred by
reason of a breach by it of the  provisions of this  Agreement and hereby agrees
to waive in any action for specific performance the defense that a remedy at law
would be adequate.

     (d)  Amendments  and Waivers.  Except as  otherwise  provided  herein,  the
provisions of this Agreement may not be amended,  modified or supplemented,  and
waivers or consents to departures  from the  provisions  hereof may not be given
unless the Company has obtained the prior written consent of Glenayre.

     (e) Notices. All notices,  demands and other communications provided for or
permitted  hereunder  shall be made in  writing  and shall be by  registered  or
certified  first-class  mail,  return receipt  requested,  telecopy,  recognized
overnight courier service or personal delivery:

          (i) if to the Company:

              Multi-Link Telecommunications, Inc.
              4704 Harlan Street
              Suite 420
              Denver, Colorado 80212
              Attention:  Nigel V. Alexander
                          Chief Executive Officer
              Telecopy:   (303) 831-1988




                                       10
<PAGE>


         (ii) if to Glenayre:

              Glenayre Technologies, Inc.
              5935 Carnegie Boulevard
              Charlotte, North Carolina  28209
              Attention:   Eric L. Doggett
                           President & CEO
              Telecopy:    (704) 553-7878

     All such  notices  and  communications  shall be  deemed  to have been duly
given:  when  delivered by hand,  if  personally  delivered;  when  delivered by
courier,  if delivered by commercial  overnight  courier service;  five business
days after being deposited in the mail,  postage  prepaid,  if mailed;  and when
receipt is acknowledged if telecopied.

     (f)  Successors and Assigns.  This Agreement  shall inure to the benefit of
and be binding  upon the  successors  and assigns of each of the parties and the
registration  rights and the other  obligations of the Company contained in this
Agreement  shall  with  respect to any  Registrable  Security  be  automatically
transferred to any subsequent  holder of Registrable  Securities  (excluding any
Person who acquires such  securities  in a  transaction  with respect to which a
registration  statement  under the  Securities  Act is  effective at the time or
pursuant  to  a  sale  complying  with  Rule  144  under  the  Securities  Act).
Notwithstanding  any  transfer of such  rights,  all of the  obligations  of the
Company hereunder shall survive any such transfer and shall continue to inure to
the benefit of all transferees.

     (g)  Counterparts.  This  Agreement  may  be  executed  in  any  number  of
counterparts and by the parties hereto in separate  counterparts,  each of which
when so  executed  shall be  deemed  to be an  original  and all of which  taken
together shall constitute one and the same agreement.

     (h)  Headings.  The  headings  in this  Agreement  are for  convenience  of
reference only and shall not limit or otherwise affect the meaning hereof.

     (i)  Governing  Law. This  Agreement  shall be governed by and construed in
accordance  with  the laws of the  State  of  Colorado,  without  regard  to the
principles of conflicts of law of such state.

     (j) Severability. If any one or more of the provisions contained herein, or
the  application  thereof  in any  circumstances,  is held  invalid,  illegal or
unenforceable  in any  respect  for  any  reason,  the  validity,  legality  and
enforceability of any such provision in every other respect and of the remaining
provisions  hereof shall not be in any way impaired,  it being intended that all
of the rights and privileges of the holders of Registrable  Securities  shall be
enforceable to the fullest extent permitted by law.

     (k) Entire Agreement.  This Agreement is intended by the parties as a final
expression  of their  agreement  and  intended  to be a complete  and  exclusive
statement of the agreement and understanding of the parties hereto in respect of
the  subject  matter  contained  herein.  There are no  restrictions,  promises,
warranties  or  undertakings,  other than those set forth or referred to herein.
This Agreement  supersedes all prior agreements and  understandings  between the
parties with respect to such subject matter.

                           [SIGNATURE PAGES TO FOLLOW]








                                       11
<PAGE>




     IN WITNESS  WHEREOF,  the  undersigned  have  caused this  Agreement  to be
executed and delivered as of the day and year first above written.


                                       MULTI-LINK TELECOMMUNICATIONS, INC.



                                       By:
                                          --------------------------------------
                                          Nigel V. Alexander
                                          Chief Executive Officer



                                       GLENAYRE TECHNOLOGIES, INC.



                                       By:
                                          --------------------------------------
                                          Eric L. Doggett
                                          President & CEO

















                                       12