Exhibit 4.11

                          Common Stock Purchase Warrant

THESE SECURITIES AND THE SECURITIES  ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES  ACT"),
AND SUCH SECURITIES MAY NOT BE OFFERED,  SOLD, PLEDGED OR OTHERWISE  TRANSFERRED
IN THE ABSENCE OF AN  EFFECTIVE  REGISTRATION  STATEMENT  RELATED  THERETO OR AN
OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE
COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED OR ANY APPLICABLE STATE SECURITIES LAWS.


                       MULTI-LINK TELECOMMUNICATIONS, INC.

                          COMMON STOCK PURCHASE WARRANT

June 30, 2000                                               Certificate Number 1

     THIS IS TO CERTIFY that GLENAYRE  TECHNOLOGIES,  INC., and its transferees,
successors   and  assigns   (the   "Warrantholder"),   for  good  and   valuable
consideration,  the receipt and sufficiency of which are hereby acknowledged, is
entitled  to  purchase  from  MULTI-LINK  TELECOMMUNICATIONS,  INC.,  a Colorado
corporation (the "Company"), at an initial Exercise Price of $14.3625 per share,
subject to adjustment as provided herein,  One Hundred Thousand (100,000) shares
(the "Aggregate  Number") of the fully paid and nonassessable  Common Stock. The
Aggregate Number is subject to adjustment or reduction as set forth in Section 4
of this Common Stock Purchase Warrant (this "Warrant").

     SECTION 1.  Definitions.  As used herein,  in addition to the terms defined
elsewhere herein, the following terms shall have the following meanings:

     "Affiliate"  means,  with  respect  to any  Person,  any other  Person  (1)
directly or indirectly  controlling or controlled by or under direct or indirect
common control with, such Person or (2) directly or indirectly owning or holding
25% or more of the equity  interest in such Person;  provided,  that in no event
shall the Warrantholder (or any Affiliate of the  Warrantholder) be deemed to be
an Affiliate of the Company.  For purposes of this  definition,  "control"  when
used with  respect to any Person  means the power to direct the  management  and
policies of such Person,  directly or indirectly,  whether through the ownership
of voting securities,  by contract or otherwise;  and the term "controlling" and
"controlled" have meanings correlative to the foregoing.

     "Aggregate  Number" has the meaning assigned thereto in the first paragraph
hereof.

     "Articles  of  Incorporation"  means the Articles of  Incorporation  of the
Company, as amended or supplemented from time to time.

     "Business Day" means any day other than a Saturday,  Sunday or other day on
which  commercial  banks  in  Colorado  are  authorized  or  required  by law or
executive order to close.

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

     "Common Stock" means  collectively (1) the no par value common stock of the
Company,  as described in the Articles of Incorporation,  (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.


<PAGE>


     "Convertible  Securities" means evidences of indebtedness,  shares of stock
or other  securities  which,  directly or indirectly,  are  exchangeable  for or
exercisable or convertible into Common Stock.

     "Current  Market  Price"  shall  refer to the per share value of the Common
Stock and shall mean,  with  respect to the value of a share of Common  Stock on
any Business Day,  (1)(A) if the Common Stock is Publicly  Traded at the time of
determination, the average of the closing prices on such day of the Common Stock
on all domestic  securities  exchanges on which the Common Stock is then listed,
or (B) if there have been no sales on any such exchange on such day, the average
of the highest bid and lowest asked  prices on all such  exchanges at the end of
such day or (C) if on any  such  day the  Common  Stock  is not so  listed,  the
average of the  representative  bid and asked prices quoted on NASDAQ as of 4:00
P.M.  New York  time,  on such day,  or (D) if on any day such  security  is not
quoted on NASDAQ, the average of the highest bid and lowest asked prices on such
day in  the  domestic  over-the-counter  market  as  reported  by  the  National
Quotation Bureau, Incorporated,  or any similar successor organization,  in each
such case averaged (using the price determined under clause (A), (B), (C) or (D)
for a particular day) over a period of 20 days consisting of the day as of which
"Current Market Price" is being determined and the 19 consecutive  Business Days
prior to such day; or (2) if the Common Stock is not Publicly Traded at the time
of  determination,  the value determined in good faith by the Board of Directors
of the Company based on the per share price for which all the outstanding shares
of Common  Stock (on a Fully  Diluted  basis,  assuming  receipt  of  applicable
consideration  for any  conversion,  exchange  or  exercise  of any  Convertible
Securities or Options which are  exchangeable  for or convertible or exercisable
into  Common  Stock  unless  they  are  Out of the  Money)  could  be sold in an
arm's-length  transaction  to a third party which is not an Affiliate,  treating
the Company and its Subsidiaries as a going concern and assuming such sales were
between a willing buyer and a willing  seller and without regard to any discount
for minority interest, restrictions on transfer or lack of marketability.

     "Exercise  Price"  means the price per share of Common  Stock (or price per
share of Other  Securities) at which the Common Stock (or Other  Securities) are
purchasable  pursuant  to  this  Warrant.  The  Exercise  Price  is  subject  to
adjustment as provided herein.

     "Expiration Date" means the fifth anniversary of the date hereof.

     "Fully Diluted" means, with respect to the Common Stock, as of a particular
time the total outstanding shares of Common Stock as of such time, determined by
treating all outstanding Options,  warrants and other rights for the purchase or
other  acquisition  of shares of Common  Stock  (whether  or not then vested and
exercisable and whether or not Out of the Money) as having been exercised and by
treating all outstanding  securities directly or indirectly  convertible into or
exchangeable  for shares of Common  Stock  (whether or not then  exercisable  or
convertible  and whether or not Out of the Money) as having been so converted or
exchanged.

     "Option" shall mean any warrant,  option or other right to subscribe for or
purchase a specified security of the Company.

     "Other Securities" shall mean any stock and other securities of the Company
or any other Person (corporate or otherwise) which the Warrantholder at any time
shall be entitled to receive,  upon the  exercise of this Warrant or pursuant to
Section 4 hereof, in lieu of or in addition to Common Stock.

     "Out of the  Money"  means (1) in the case of an Option,  that the  Current
Market Price of the shares of Common Stock, which the holder thereof is entitled
to purchase or subscribe for is less than the exercise  price of such Option and
(2) in the case of a  Convertible  Security,  that the quotient  resulting  from
dividing the face value of such Convertible  Security by the number of shares of
Common  Stock  into or for  which  such  Convertible  Security  is  exercisable,
convertible or  exchangeable is greater than the Current Market Price of a share
of Common Stock.

     "Principal  Office"  means the Company's  principal  office as set forth in
Section 14(a) hereof or such other principal office of the Company in the United
States of  America  the  address of which  first  shall have been set forth in a
notice to the Warrantholder.



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<PAGE>


     "Publicly Traded" means,  with respect to any security,  that such security
is (1) listed on a  domestic  securities  exchange,  (2) quoted on NASDAQ or (3)
traded in the domestic over-the-counter market, which trades are reported by the
National Quotation Bureau, Incorporated.

     "Securities  Purchase  Agreement" means the Securities  Purchase Agreement,
dated as of the date hereof, between the Warrantholder and the Company.

     "Warrant Shares" means (1) the shares of Common Stock that have been issued
upon  exercise of this Warrant in  accordance  with its terms and, (2) all other
shares of the Company's  capital stock issued with respect to such shares by way
of stock dividend,  stock split or other  reclassification or in connection with
any merger,  consolidation,  recapitalization or other reorganization  affecting
the  Company's  capital  stock,  or  acquired  by way of any rights  offering or
similar offering made in respect of the capital stock referred to in this clause
(2) or the foregoing clause (1).

     SECTION 2. Exercise  Price.  The initial  Exercise Price is $14.3625 and is
subject to adjustment  pursuant to Section 4 in connection with an adjustment of
the Aggregate Number.

     SECTION 3. Exercise.

     (a) Right to Exercise;  Exercise Amount.  On or before the Expiration Date,
the  Warrantholder,  in  accordance  with the terms  hereof,  may exercise  this
Warrant  in whole  or in part at any  time by  delivering  this  Warrant  to the
Company  during  normal  business  hours on any  Business  Day at the  Principal
Office,  together with an Election to Purchase,  in the form attached  hereto as
Exhibit A (the  "Election  to  Purchase"),  duly  executed,  and  payment of the
Exercise  Price for each share to be purchased  (with the total number of shares
to be purchased being referred to as the "Exercise  Amount") as specified in the
Election to Purchase.  If the  Expiration  Date is not a Business Day, then this
Warrant may be  exercised on the next  succeeding  Business  Day. The  aggregate
Exercise  Price (the  "Aggregate  Exercise  Price") to be paid for the  Exercise
Amount shall equal the product of (1) the Exercise Amount  multiplied by (2) the
Exercise Price.

     (b) Payment of Aggregate Exercise Price.  Payment of the Aggregate Exercise
Price shall be made to the Company in cash or other immediately available funds.

     (c) Issuance of Shares of Common Stock. Upon receipt by the Company of this
Warrant at the Principal Office in proper form for exercise,  and accompanied by
payment of the Aggregate Exercise Price as aforesaid, the Warrantholder shall be
deemed to be the holder of record of the shares of Common  Stock  issuable  upon
such exercise,  notwithstanding  that  certificates  representing such shares of
Common  Stock may not then be actually  delivered.  Upon such  surrender of this
Warrant and payment of the Aggregate  Exercise  Price as aforesaid,  the Company
shall issue and cause to be delivered with all  reasonable  dispatch to, or upon
the  written  order  of,  the  Warrantholder  (and in such  name or names as the
Warrantholder  may  designate) a certificate  or  certificates  for the Exercise
Amount.

     (d)  Fractional  Shares.  The  Company  shall not be  required  to  deliver
fractions  of shares of Common  Stock  upon  exercise  of this  Warrant.  If any
fraction of a share of Common Stock would be  deliverable  upon exercise of this
Warrant,  the Company  may, in lieu of  delivering  such  fraction of a share of
Common Stock, make a cash payment to the Warrantholder in an amount equal to the
same fraction of the Current Market Price.

     (e) Partial  Exercise.  In the event of a partial exercise of this Warrant,
the  Company  shall  issue to the  Warrantholder  a Warrant in like form for the
unexercised  portion  thereof.  SECTION 4.  Adjustments to Aggregate  Number The
Aggregate  Number shall be subject to adjustment  from time to time as set forth
in this Section 4.

     (a) Adjustments for Stock Dividends,  Subdivisions or Combinations.  In the
event that at any time or from time to time, the Company shall:



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<PAGE>

          (i) take a record of the  holders of its Common  Stock for the purpose
     of entitling them to receive a dividend  payable in, or other  distribution
     of, Common Stock (a "Stock Dividend"),

          (ii)  subdivide its  outstanding  shares of Common Stock into a larger
     number of shares of Common Stock (a "Stock Subdivision"), or

          (iii)combine  its  outstanding  shares of Common  Stock into a smaller
     number of shares of Common Stock (a "Stock Combination"),

then  the  Aggregate   Number  in  effect   immediately   prior  thereto  shall,
concurrently with the effectiveness of such Stock Dividend,  Stock Subdivison or
Stock  Combination,  be (1)  proportionately  increased  in the  case of a Stock
Dividend  or a  Stock  Subdivision  (with  the  Exercise  Price  proportionately
decreased) and (2) proportionately  decreased in the case of a Stock Combination
(with the Exercise Price  proportionately  increased).  In the event the Company
shall declare or pay,  without  consideration,  any dividend on the Common Stock
payable  in any right to acquire  Common  Stock for no  consideration,  then the
Company  shall be deemed to have  made a Stock  Dividend  in an amount of shares
equal to the maximum  number of shares  issuable upon exercise of such rights to
acquire Common Stock.

     (b) Adjustments for Other  Distributions.  In case at any time or from time
to time the Company  shall take a record of the holders of its Common  Stock for
the  purpose of  entitling  them to receive any  dividend or other  distribution
(collectively, a "Distribution") of:

          (i) cash,

          (ii) any  evidences  of its  indebtedness,  any shares of its  capital
     stock  (other  than  additional  shares  of  Common  Stock)  or  any  other
     securities or property of any nature whatsoever (other than cash), or

          (iii) any  options or  warrants or other  rights to  subscribe  for or
     purchase  any of the  following:  any  evidences of its  indebtedness,  any
     shares of its capital stock (other than additional  shares of Common Stock)
     or any other securities or property of any nature whatsoever,

then the  Warrantholder  shall be entitled to receive  upon the exercise of this
Warrant at any time on or after the taking of such  record the number of Warrant
Shares to be received upon exercise of this Warrant  determined as stated herein
and,  in  addition  and  without  further  payment,   the  cash,   evidences  of
indebtedness,  stock, securities, other property, options, warrants and/or other
rights  to which  the  Warrantholder  would  have  been  entitled  by way of the
Distribution  and  subsequent  dividends and  distributions  through the date of
exercise as if the  Warrantholder  (1) had  exercised  this Warrant  immediately
prior to such  Distribution  and (2) had retained the Distribution in respect of
the Common Stock and all subsequent  dividends and  distributions  of any nature
whatsoever  in  respect  of any  stock  or  securities  paid  as  dividends  and
distributions and originating directly or indirectly from such Common Stock.

     (c) Adjustments for  Reclassification,  Exchange and  Substitution.  If the
Common Stock  issuable  upon  exercise of this Warrant shall be changed into the
same or a  different  number of shares of any other  class or  classes of stock,
whether by capital reorganization,  reclassification,  merger, share exchange or
otherwise (other than a Stock Dividend,  Stock  Subdivision or Stock Combination
provided for above),  the Aggregate  Number then in effect,  the Exercise  Price
then in effect and the type of security  purchasable  under this Warrant  shall,
concurrently  with the effectiveness of such  reorganization,  reclassification,
merger,  share exchange or other  transaction,  be  appropriately  and equitably
adjusted such that this Warrant shall be exercisable  for, in lieu of the number
of shares of Common  Stock which the  Warrantholder  would  otherwise  have been
entitled  to  receive,  that  number of shares of such other class or classes of
stock  equivalent  to the number of shares of Common  Stock that would have been




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<PAGE>


subject  to  receipt  by  the  Warrantholder   upon  exercise  of  this  Warrant
immediately before such change and at an Exercise Price economically  equivalent
to the Exercise Price in effect immediately before such change.

     (d) Consolidation,  Merger,  Share Exchange,  etc. In case a consolidation,
merger or share exchange of the Company shall be effected with another Person on
or after the date hereof, or the sale, lease or transfer of all or substantially
all of its  assets to  another  Person  shall be  effected  on or after the date
hereof,  then, as a condition of such  consolidation,  merger,  share  exchange,
sale, lease or transfer, lawful and adequate provision shall be made whereby the
Warrantholder  shall  thereafter have the right to purchase and receive upon the
basis and upon the terms and  conditions  specified  herein  and in lieu of each
Warrant  Share  immediately  theretofore  purchasable  and  receivable  upon the
exercise  of this  Warrant,  such  shares  of stock,  securities,  cash or other
property receivable upon such consolidation, merger, share exchange, sale, lease
or  transfer  by the  holder of the  number of shares of Common  Stock  issuable
pursuant to this  Warrant  immediately  prior to such  event.  In any such case,
appropriate  and  equitable  provision  also  shall be made with  respect to the
rights and interests of the  Warrantholder to the end that the provisions hereof
shall  thereafter be applicable,  as nearly as may be, in relation to any shares
of stock,  securities,  cash or other property  thereafter  deliverable upon the
exercise of this Warrant.  The Company shall not effect any such  consolidation,
merger,   share   exchange,   sale,   lease  or  transfer  unless  prior  to  or
simultaneously with the consummation thereof the successor Person (if other than
the Company) resulting from such consolidation,  merger or share exchange or the
Person purchasing,  leasing or otherwise  acquiring such assets shall assume, by
written  instrument mailed to the Warrantholder at its last address appearing on
the books of the Company,  the obligation to deliver to the  Warrantholder  such
shares of stock,  securities,  cash or other property as, in accordance with the
foregoing provisions,  the Warrantholder may be entitled to purchase.  The above
provisions   of  this  Section  4(d)  shall   similarly   apply  to   successive
consolidations, mergers, share exchanges, sales, leases or transfers.

     (e)  Certificate as to  Adjustments.  The Company  shall,  upon the written
request at any time by the  Warrantholder,  furnish or cause to be  furnished to
the   Warrantholder   a   certificate   setting  forth  such   adjustments   and
readjustments,  the  Aggregate  Number at the time in effect and the amount,  if
any, of other  property which at the time would be received upon exercise of the
this Warrant.  Upon the  occurrence of each  adjustment or  readjustment  of the
Aggregate  Number  pursuant to this Section 4, the Company at its expense  shall
promptly  compute such  adjustment or  readjustment in accordance with the terms
hereof  and  furnish  to the  Warrantholder  a  certificate  setting  forth such
adjustment  or  readjustment  and  showing  in detail  the facts upon which such
adjustment or readjustment is based.

     (f) Notices of Record Date.  In the event that the Company shall propose at
any time:

          (i) to declare any  dividend or  distribution  upon its Common  Stock,
     whether or not a regular cash  dividend or a dividend  payable in shares of
     capital stock and whether or not out of earnings or earned surplus;

          (ii) to offer for subscription pro rata to the holders of any class or
     series of its stock any additional  shares of stock of any class or series,
     or any other rights;

          (iii)  to  effect  any  reclassification  or  recapitalization  of its
     outstanding Common Stock involving a change in the Common Stock; or

          (iv) to merge or consolidate  with or into any other  corporation,  or
     sell, lease or convey all or substantially all of its property or business,
     or to  liquidate,  dissolve  or wind up or enter  into any share  exchange;
     then,  in  connection  with each such event,  the Company shall send to the
     Warrantholder:

               (A) at least 20 days' prior written notice of the date on which a
          record shall be taken for such dividend,  distribution or subscription
          rights (and  specifying  the date on which the holders of Common Stock
          shall  be  entitled  thereto)  or for  determining  rights  to vote in
          respect of the matters referred to in clauses (iii) and (iv) above and




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          which such notice shall set forth such facts with  respect  thereto as
          shall be reasonably necessary to indicate the effect of such action on
          the Common Stock, if any, and any adjustment which will be required to
          be made to the Aggregate  Number and the Exercise Price as a result of
          such action; and

               (B) in the case of matters  referred to in clauses (iii) and (iv)
          above,  in the event a record  date is taken with  respect to any such
          matter, at least 20 days' prior written notice of such record date or,
          if no such  record  date is  taken,  at least 20 days'  prior  written
          notice of the date when such matters shall take place (and  specifying
          the date on which the  holders of Common  Stock  shall be  entitled to
          exchange their shares of Common Stock for securities or other property
          deliverable upon the occurrence of such event).

     (g) No Dilution or  Impairment.  The Company  will not, by amendment of the
Articles  of  Incorporation  or through  any  reorganization,  recapitalization,
transfer of assets,  consolidation,  merger, share exchange,  dissolution or any
other voluntary action,  avoid or seek to avoid the observance or performance of
any of the terms of this Warrant,  including without  limitation the adjustments
required under this Section 4, and will at all times in good faith assist in the
carrying  out of all such  terms  and in  taking  of all such  action  as may be
necessary or appropriate to protect the rights of the Warrantholder  against the
type or  nature  of  dilution  or  other  impairment  for  which  protection  is
contemplated to be afforded the Warrantholder in this Warrant.

     SECTION 5. Adjustments in Exercise Price.

     (a) If the Company  sells any shares of Common Stock  between June 30, 2000
and December 31, 2000 for Net Consideration Per Share (as defined below) that is
less than  $5.90,  upon  such sale the  Exercise  Price  for this  Warrant  will
concurrently be reduced so that the Net Consideration Per Share paid by Glenayre
in the transactions  contemplated by this agreement and the Securities  Purchase
Agreement equals the lowest Net  Consideration Per Share at which any such share
of Common Stock has been sold during that period.  For purposes of illustration,
the Net Consideration  Per Share for Glenayre's  investment is calculated as set
forth on Exhibit B. In addition,  for purposes of  illustration,  Exhibit C sets
forth  a  list  of  the  applicable   assumption   parameters   underlying  such
calculation.

     (b) "Net  Consideration  Per Share" shall mean the quotient  resulting from
dividing  (x) the excess of the gross  cash  proceeds  raised  through an equity
offering or other sale of Common Stock over the value of any warrants  issued in
such offering  calculated  using the Black Scholes model for valuing warrants by
(y) the total number of shares issued in such equity  offering.  In valuing such
warrants the same  assumption  parameters  used in calculating  the value of the
Warrants in Exhibit B shall be used.

     (c) Prior to issuing any shares of Common  Stock on or before  December 31,
2001 (other than those  described  in  paragraph  (d)) below,  the Company  will
calculate  the Net  Consideration  Per Share for such  issuance  (including  the
valuation  of any  warrants)  and the amount of any  proposed  reduction  in the
Exercise Price for this Warrant as required by paragraph (a) above.  The Company
shall submit such  calculations to Glenayre  (along with  assumption  parameters
used in the Black Scholes  valuation of any  warrants)  for its approval,  which
approval shall not be unreasonably withheld; provided, however, that the Company
shall not be prohibited from completing an issuance because Glenayre has not yet
given its approval.

Notwithstanding the foregoing, there will be no adjustment to the Exercise Price
hereunder  with  respect to (i) the  exercise of stock  options  (pursuant to an
option plan that has been  approved by the board or directors of the Company) to
employees,  directors or consultants of the Company and its  subsidiaries,  (ii)
the  issuance  of  shares  of Common  Stock in  connection  with a merger or the
acquisition of another  business or the assets or customers of another  business
or (iii) the  issuance of shares of Common  Stock upon the exercise of currently
outstanding  warrants.

     SECTION  6.  Warrantholder's  Rights  in Case of Other  Securities.  If the
Warrantholder  at any time shall have  received  or shall be entitled to receive




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Other Securities  pursuant to the terms hereof,  appropriate  provision shall be
made so that the Warrantholder receives with respect to such Other Securities as
nearly as possible the intended benefits of this Warrant with respect thereto.

     SECTION 7. No  Impairment.  The Company (a) will not increase the par value
of any shares of Common Stock receivable on the exercise of this Warrant or take
any other action if as a result thereof such par value would exceed the Exercise
Price  and (b) will  take all such  action  as may be  reasonably  necessary  or
appropriate  so that the Company  may  validly and legally  issue fully paid and
nonassessable shares of Common Stock on the exercise of this Warrant.

     SECTION 8. Reservation to Common Stock and Other Covenants.

     (a) Reservation of Authorized  Common Stock. The Company shall at all times
reserve and keep  available out of the aggregate of its  authorized but unissued
shares,  free of preemptive rights, such number of its duly authorized shares of
Common  Stock,  or other stock or securities  deliverable  pursuant to Section 4
hereof,  as shall be sufficient to enable the Company at any time to fulfill all
of its obligations hereunder.

     (b) Affirmative Actions to Permit Exercise and Realization of Benefits.  If
any  shares of Common  Stock  reserved  or to be  reserved  for the  purpose  of
exercise of this Warrant,  or any shares or other  securities  reserved or to be
reserved  for the  purpose of  issuance  pursuant  to Section 4 hereof,  require
registration with or approval of any governmental authority under any federal or
state law before such shares or other  securities may be validly  delivered upon
exercise of this Warrant,  then the Company  covenants that it will, at its sole
expense, secure such registration or approval, as the case may be. The Company's
obligation  hereunder  shall apply also to approvals or  expirations  of waiting
periods  required under the  Hart-Scott-Rodino  Antitrust  Improvements Act (the
"HSR Act"),  and with respect to any filings  under the HSR Act,  whether by the
Company, the Warrantholder or any other Person, the Company shall bear the costs
of all such filing fees with respect to such filings.

     (c) Validly Issued Shares.  The Company covenants that all shares of Common
Stock that may be  delivered  upon  exercise of this  Warrant  (including  those
issued  pursuant to Section 4 hereof) shall upon delivery by the Company be duly
authorized  and  validly  issued,  fully paid and  nonassessable,  free from all
taxes,  liens and  charges  with  respect to the issue or  delivery  thereof and
otherwise free of all other security  interests,  encumbrances and claims of any
nature whatsoever other than those created by the Warrantholder.

     (d)  Restrictions on  Performance.  The Company shall not at any time after
the date hereof enter into an agreement or other instrument which, by its terms,
restricts  its  ability to perform  its  obligations  hereunder  or making  such
performance  or the issuance of shares of Common Stock upon the exercise of this
Warrant a default under any such agreement or instrument.

     (e)  Modification  of Articles of  Incorporation  and By-Laws.  The Company
shall not amend or  consent  to any  modification,  supplement  or waiver of any
provision of the Articles of  Incorporation  or the bylaws of the Company in any
manner  which  would  have  a  material  adverse  effect  on the  rights  of the
Warrantholder  hereunder  without the prior written consent of the Warrantholder
(which consent shall not be unreasonably withheld or delayed).

     SECTION 9. Transfers of the Warrant.

     (a) Transfer and Exchanges. The Company shall initially record this Warrant
on a register to be  maintained  by the Company  with its other stock books and,
subject to Section 9(b) hereof, from time to time thereafter shall transfer this
Warrant on such register when this Warrant is: (i)  surrendered  for transfer in
accordance with the terms hereof,  and (ii) properly endorsed and accompanied by
appropriate  instructions.  Upon any such  transfer,  a new  Warrant or Warrants
shall be issued to the transferee and the  Warrantholder (in the event that this
Warrant is only  partially  transferred)  and the  surrendered  Warrant shall be
canceled.  Each such transferee  shall succeed to the rights of the transferring
Warrantholder  hereunder  to the extent of such  transfer.  This  Warrant may be
exchanged at the option of a  Warrantholder,  when  surrendered at the Principal




                                       7
<PAGE>


Office of the Company,  for another  Warrant or other Warrants of like tenor and
representing  in the  aggregate the right to purchase a like number of shares of
Common Stock, subject to adjustment as more fully set forth herein.

     (b)  Transfers  Subject  to  Securities  Laws;   Registration  Rights;  and
Securities  Purchase  Agreement.  Subject to the securities law restrictions set
forth in the legend on the first page of this Warrant,  the Warrantholder may at
any time and from time to time  freely  transfer  its  Warrant  and the  Warrant
Shares in whole or in part.  Pursuant to the Registration Rights Agreement dated
as of the date hereof,  between the Company and the  Warrantholder,  the Company
has granted certain  registration rights to the Warrantholder.  This Warrant and
the  Warrant  Shares  are  issued or  issuable  subject  to the  provisions  and
conditions contained herein and in the Securities Purchase Agreement.

     SECTION 10. No Voting  Rights  Prior to the exercise of this  Warrant,  the
Warrantholder  shall  not be  entitled  to  any  voting  or  other  rights  as a
stockholder  of the Company as a result of being a holder of this Warrant except
as expressly provided herein.

     SECTION  11.  Payment  of Taxes  The  Company  shall  pay all  stamp  taxes
attributable to the initial issuance of shares or other securities issuable upon
the exercise of this Warrant or issuable pursuant to Section 4 hereof, excluding
any tax or taxes which may be payable  because of the  transfer  involved in the
issuance or delivery of any  certificates  for shares or other  securities  in a
name other  than that of the  Warrantholder  in respect of which such  shares or
securities are issued.

     SECTION 12. Replacement Warrant If this Warrant is mutilated,  lost, stolen
or destroyed,  the Company shall issue and deliver in exchange and  substitution
for  and  upon  cancellation  of the  mutilated  Warrant,  or in  lieu of and in
substitution  for the Warrant lost,  stolen or destroyed,  a new Warrant of like
tenor and representing an equivalent right or interest, but only upon receipt of
evidence  reasonably  satisfactory  to  the  Company  of  such  loss,  theft  or
destruction   of  such  Warrant  and  upon   receipt  of  indemnity   reasonably
satisfactory to the Company.

     SECTION  13.  Delays,  Omissions  and  Indulgences  No delay or omission to
exercise  any right,  power or remedy  accruing  to the  Warrantholder  upon any
breach or default of the Company hereunder shall impair any such right, power or
remedy,  nor shall it be construed to be a waiver of any such breach or default,
or  any  acquiescence  therein,  or of or  in  any  similar  breach  or  default
thereafter  occurring;  nor shall any waiver of any single  breach or default be
deemed  a waiver  of any  other  breach  or  default  theretofor  or  thereafter
occurring.  Any waiver,  permit, consent or approval of any kind or character on
the  Warrantholder's  part of any  breach or  default  hereunder  or under  this
Warrant,  or any  waiver  on the  Warrantholder's  part  of  any  provisions  or
conditions hereof must be in writing and that all remedies,  either hereunder or
by law or otherwise afforded to the  Warrantholder,  shall be cumulative and not
alternative.

     SECTION 14. 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,  overnight
courier service or personal delivery and shall be addressed to such party at the
address set forth below or such other  address as may hereafter be designated in
writing by such party:







                                       8
<PAGE>


               (a) 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

               (b) If to the initial Warrantholder hereunder:

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

               (c)  if  to  any  subsequent  Warrantholder,  to  the  respective
                    address set forth on the corporate records of the Company.

     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.

     SECTION 15.  Successors  and Assigns This Warrant shall be binding upon and
inure to the benefit of the parties hereto and their  respective  successors and
assigns,  provided that the Company shall have no right to assign its rights, or
to delegate its obligations,  hereunder without the prior written consent of the
Warrantholder.

     SECTION 16.  Amendments  No amendment to or waiver of this Warrant shall be
effective unless in writing and executed by the Warrantholder.

     SECTION 17.  Severability  If any one or more of the  provisions  contained
herein, or the application thereof in any circumstance, 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,  unless the provisions held
invalid, illegal or unenforceable shall substantially impair the benefits of the
remaining provisions hereof.

     SECTION  18.  Governing  Law  THIS  AGREEMENT  AND  EACH  WARRANT  IS TO BE
CONSTRUED AND ENFORCED IN ACCORDANCE  WITH AND GOVERNED BY THE LAWS OF THE STATE
OF COLORADO, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW OF SUCH STATE.

     SECTION 19.  Entire  Agreement  This  Warrant and the  Securities  Purchase
Agreement are intended by the parties as a final  expression of their  agreement
and are 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 and therein.





                                       9
<PAGE>


     SECTION 20. Rules of  Construction  The titles and captions of the Sections
and other provisions hereof are for convenience of reference only and are not to
be  considered  in  construing  this  Agreement.  Unless the  context  otherwise
requires "or" is not exclusive,  and references to sections or subsections refer
to sections or  subsections  of this  Warrant.  All pronouns and any  variations
thereof refer to the masculine,  feminine or neuter,  singular or plural, as the
context may require.


                                *  *  *  *  *

























                                       10
<PAGE>



     IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed
as of the date first above written.


                                         MULTI-LINK TELECOMMUNICATIONS, INC.


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































                                       11
<PAGE>

                                    EXHIBIT A

                          FORM OF ELECTION TO PURCHASE


To:  MULTI-LINK TELECOMMUNICATIONS, INC.

     1. The  undersigned,  pursuant to the  provisions of the attached  Warrant,
hereby elects to exercise such Warrant with respect to ________ shares of Common
Stock (the "Exercise Amount").  Capitalized terms used but not otherwise defined
herein have the meanings ascribed thereto in the attached Warrant.

     2. The  undersigned  herewith  tenders  payment  for such shares in cash or
other immediately available funds.

     3. Please  issue a  certificate  or  certificates  representing  the shares
issuable in respect hereof under the terms of the attached Warrant, as follows:


                                     ---------------------------------------
                                    (Name of Record Warrantholder/Transferee)

and deliver such certificate or certificates to the following address:

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

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

                                     ------------------------------------------
                                    (Address of Record Warrantholder/Transferee)

     4. The undersigned  represents that the aforesaid shares are being acquired
for the account of the undersigned for investment and not with a view to, or for
resale in connection with, the distribution thereof and that the undersigned has
no present intention of distributing or reselling such shares.

     5. If the  Exercise  Amount is less than all of the shares of Common  Stock
purchasable  hereunder,  please issue a new warrant  representing  the remaining
balance of such shares, as follows:


                                     ---------------------------------------
                                    (Name of Record Warrantholder/Transferee)

and deliver such warrant to the following address:


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

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

                                     ------------------------------------------
                                    (Address of Record Warrantholder/Transferee)





                                       12
<PAGE>


     In witness whereof, the undersigned  Warrantholder has caused this Election
to Purchase to be executed as of this _____ day of __________, ______.



                                             -----------------------------------
                                            (Name of Warrantholder)



                                            By:
                                               ---------------------------------























                                       13
<PAGE>



                                    EXHIBIT B

                 NET CONSIDERATION PER SHARE COMPUTATION EXAMPLE







































                                       14
<PAGE>


                                    EXHIBIT C

   ASSUMPTION PARAMETERS UNDERLYING COMPUTATION OF NET CONSIDERATION PER SHARE










































                                       15