WARRANT EXERCISE FEE AGREEMENT


     AGREEMENT  dated as of the 14th day of May,  1999,  by and among  Schneider
Securities,  Inc.  ("Schneider"),   Multi-Link  Telecommunications,   Inc.  (the
"Company") and American Securities Transfer & Trust, Inc. (the "Warrant Agent").

                              W I T N E S S E T H:

     WHEREAS,  in connection with a public offering of 1,200,000 Units (or up to
1,380,000 Units including the  over-allotment  option),  the Company proposes to
issue,  in accordance with an agreement dated as of May 14, 1999, by and between
the  Company  and the  Warrant  Agent (the  "Warrant  Agreement"),  Warrants  to
purchase shares of Common Stock; and

     WHEREAS,  the  parties  hereto wish to provide  Schneider,  a member of the
National Association of Securities Dealers,  Inc. ("NASD"),  with certain rights
on an exclusive basis in connection with the exercise of the Warrants.

     NOW, THEREFORE,  in consideration of the premises and the mutual agreements
hereinafter set forth, the parties hereto agree as follows:

     Section 1.  Description  of the  Warrants.  The  Company's  Warrants may be
exercised on or after May 14, 1999 and expire at 5:00 p.m.  Colorado time on May
13, 2002 (the "Expiration Date"),  subject to redemption rights commencing on or
after May 14, 2000. In accordance with the provisions of the Warrant  Agreement,
the holder of each  Warrant  shall have the right to purchase  from the Company,
and the Company shall issue and sell to such holders of Warrants, one fully paid
and  non-assessable  share of the Company's  Common Stock for every two Warrants
exercised  at an  exercise  price of $9.00 per  share  (the  "Exercise  Price"),
subject to adjustment as provided in the Warrant Agreement.

     Section 2.  Notification of Exercise.  Within ten (10) days of the last day
of each month commencing one year from the date of the Company's Prospectus, the
Warrant Agent or the Company will notify  Schneider of each Warrant  certificate
which has been  properly  completed  and  delivered  for  exercise by holders of
Warrants during each such month, the  determination of the proper  completion to
be in the sole and absolute reasonable discretion of the Company and the Warrant
Agent.  The  Company or the  Warrant  Agent  will  provide  Schneider  with such
information, in connection with the exercise of each Warrant, as Schneider shall
reasonably request.

     Section 3.  Payment  to  Schneider.  The  Company  hereby  agrees to pay to
Schneider an amount equal to five (5%) percent of the exercise price (i.e. ,$.45
per share based on the initial Exercise Price of the Warrants which is $9.00 per
share) for each Warrant exercised (the "Exercise Fee") a portion of which may be
allowed by Schneider to the dealer who solicited the exercise (which may also be
Schneider) provided that:

          (a) such Warrant is  exercised on or after May 14, 2000,  which is one
     year from the effective date of the Company's Registration Statement;

          (b) at the time of exercise,  the market price of the Company's Common
     Stock is higher than the  applicable  Exercise  Price of the Warrant  being
     exercised;


<PAGE>


          (c)  the  holders  of  Warrants  being  exercised  have   specifically
     indicated  in  writing,  either in the Form of  Election  contained  on the
     specimen  Warrant  Certificate or by written  documents signed and dated by
     the holders that the exercise of such  Warrants was  solicited by Schneider
     or another member of the NASD; and

          (d)  Schneider  and/or  the  member of the NASD  which  solicited  the
     exercise of Warrants  delivers a certificate to the Company within five (5)
     business days of receipt of information relating to such exercised Warrants
     from the  Company  or the  Warrant  Agent in the form  attached  hereto  as
     Exhibit A, stating that:

               (1) The  Warrants  exercised  were  not  held in a  discretionary
          account;

               (2) The member which  solicited  the exercise of Warrants did not
          (unless granted an exemption by the Securities and Exchange Commission
          ("the Commission") from the provisions thereof), within the applicable
          number of business days under  Regulation M immediately  preceding the
          date of exercise of the Warrant bid for or purchase  the Common  Stock
          of  the  Company  or  any   securities  of  the  Company   immediately
          convertible  into or exchangeable  for the Common Stock (including the
          Warrants) or otherwise engage in any activity that would be prohibited
          by Regulation M under the Securities  Exchange Act of 1934, as amended
          (the "Exchange Act"), to a broker-dealer  engaged in a distribution of
          the Company's securities; and

               (3)  In  connection  with  the  solicitation,  it  disclosed  the
          compensation it would receive upon exercise of the Warrant.

     Section 4. Payment of the Exercise  Fee. The Company  hereby  agrees to pay
over to Schneider  within two (2) business  days after receipt by the Company of
the  certificate  described in Section  3(d) above,  the Exercise Fee out of the
proceeds it received from the applicable Exercise Price paid for the Warrants to
which the certificate relates.

     Section 5. Inspection of Records. Schneider may at any time during business
hours, at its expense,  examine the records of the Company and the Warrant Agent
which relate to the exercise of the Warrants.

     Section 6.  Termination.  Schneider  shall be  entitled to  terminate  this
Agreement  prior to the  exercise  of all  Warrants  at any time  upon  five (5)
business   days'  prior   notice  to  the   Company   and  the  Warrant   Agent.
Notwithstanding  any such  termination  notice,  Schneider  shall be entitled to
receive an Exercise Fee for the exercise of any Warrant for which it has already
delivered to the Company prior to any such termination the certificate  required
by Section 3(d) of this Agreement.

     Section 7.  Representations  and  Warranties of  Schneider.  At the date of
execution  hereof  and at the time of  solicitation  of  exercise  of  Warrants,
Schneider  represents that it is, and will, (i) be registered as a broker-dealer
under the Exchange Act, (ii) be a member in good standing of the NASD, and (iii)
maintain its registration, qualification and membership in full force and effect
and  in  good  standing  throughout  the  term  of  this  Agreement.   Schneider
acknowledges  and agrees that it will not solicit the exercise of  Warrants,  or
offer or sell the underlying  Common Stock, in any state or jurisdiction  except
those in which the Common Stock  underlying  the Warrants has been  qualified or
qualification is not required. Further, Schneider agrees to comply with the laws
of the states in which it may solicit  exercise of the  Warrants or in which the
Common  Stock  underlying  the  Warrants  may be offered or sold by it, with the


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<PAGE>


applicable  rules and regulations of the NASD, and will comply with federal laws
including,  but not  limited to, the  Securities  Act of 1933,  as amended  (the
"Act"),  the  Exchange  Act and the  rules  and  regulations  of the  Commission
thereunder.

     Section 8. Indemnification.

          a. Subject to the  conditions  set forth below,  the Company agrees to
     indemnify   and  hold   harmless  any  and  all   statutory  or  designated
     underwriters (the "Underwriters"),  the representative of the Underwriters,
     if any  (the  "Representative"),  and each of  their  officers,  directors,
     partners,  employees,  agents,  and counsel,  and each person,  if any, who
     controls  the  Representative  or any one of the  Underwriters  within  the
     meaning  of Section 15 of the Act or  Section  20(a) of the  Exchange  Act,
     against any and all loss, liability,  claim, damage, and expense whatsoever
     (which  shall  include,  for all  purposes  of this  Section  8, but not be
     limited to, attorneys' fees and any and all expense whatsoever  incurred in
     investigating, preparing, or defending against any litigation, commenced or
     threatened,  or any  claim  whatsoever  and  any and  all  amounts  paid in
     settlement of any claim or litigation) as and when incurred arising out of,
     based  upon,  or in  connection  with (i) any untrue  statement  or alleged
     untrue  statement  of a  material  fact  contained  (A) in any  preliminary
     prospectus,  the registration  statement,  or any post-effective  amendment
     thereto, or the prospectus (as from time to time amended and supplemented),
     or any  amendment or supplement  thereto,  relating to the offer or sale of
     Common Stock underlying the Warrants or the solicitation of exercise of the
     Warrants   (such   preliminary    prospectus,    registration    statement,
     post-effective  amendment  or  prospectus  hereinafter  collectively,   the
     "Offering  Documents")  or (B) in any  application  or  other  document  or
     communication  (in this Section 8 collectively  called an "application") in
     any  jurisdiction  in order to qualify the Common Stock and Warrants  under
     the "blue sky" or securities  laws thereof or filed with the  Commission or
     any  securities  exchange;  or any omission or alleged  omission to state a
     material  fact  required  to be stated  therein  or  necessary  to make the
     statements   therein   not   misleading,   or  (ii)  any   breach   of  any
     representation,  warranty,  covenant, or agreement of the Company contained
     in this  Agreement.  The  foregoing  agreement  to  indemnify  shall  be in
     addition  to any  liability  the  Company  may  otherwise  have,  including
     liabilities arising under this Agreement;  however,  the Company shall have
     no liability under this Section 8 if such statement or omission was made in
     reliance upon and in conformity with written  information  furnished to the
     Company as stated in Section 8(b) with respect to the Underwriters by or on
     behalf of the  Underwriters  expressly for inclusion in any of the Offering
     Documents, or in any application, as the case may be.

          If any action is brought against the Underwriters,  the Representative
     or any of  their  officers,  directors,  partners,  employees,  agents,  or
     counsel, or any controlling persons of an Underwriter or the Representative
     (an  "indemnified  party")  in  respect  of which  indemnity  may be sought
     against the Company pursuant to the foregoing  paragraph,  such indemnified
     party or  parties  shall  promptly  notify  the  Company  in writing of the
     institution  of such action (but the failure so to notify shall not relieve
     the  Company  from any  liability  it may have other than  pursuant to this
     Section  8(a)) and the Company  shall  promptly  assume the defense of such
     action,   including  the  employment  of  counsel   (satisfactory  to  such
     indemnified  party or parties)  and payment of expenses.  Such  indemnified
     party or parties shall have the right to employ its or their own counsel in


                                      -3-
<PAGE>


     any such case,  but the fees and expenses of such  counsel  shall be at the
     expense of such indemnified  party or parties unless the employment of such
     counsel shall have been  authorized in writing by the Company in connection
     with the  defense of such  action or the  Company  shall not have  promptly
     employed counsel  satisfactory to such indemnified party or parties to have
     charge of the defense of such action or such  indemnified  party or parties
     shall  have  reasonably  concluded  that  there  may be one or  more  legal
     defenses available to it or them or to other indemnified  parties which are
     different from or additional to those  available to the Company,  in any of
     which events such fees and expenses shall be borne by the Company. Anything
     in this paragraph to the contrary notwithstanding, the Company shall not be
     liable for any settlement of any such claim or action effected  without its
     written consent. The Company agrees promptly to notify the Underwriters and
     the  Representative  of the  commencement  of any litigation or proceedings
     against  the  Company  or  against  any of its  officers  or  directors  in
     connection with the sale of the Common Stock  underlying the Warrants,  any
     Offering Documents, or any application.

          b. The Underwriters  agree to indemnify and hold harmless the Company,
     each  director of the  Company,  each officer of the Company who shall have
     signed the Registration Statement,  each other person, if any, who controls
     the Company within the meaning of Section 15 of the Act or Section 20(a) of
     the Exchange  Act, to the same extent as the foregoing  indemnity  from the
     Company to the  Underwriters  in  Section  8(a),  but only with  respect to
     statements or omissions,  if any, made in any of the Offering Documents, or
     in any  application,  in  reliance  upon  and in  conformity  with  written
     information  furnished  to the Company as stated in this  Section 8(b) with
     respect to the Underwriters by or on behalf of the  Underwriters  expressly
     for inclusion in any of the Offering Documents,  or in any application,  as
     the case may be; provided, however, that the obligation of the Underwriters
     to provide  indemnity  under the  provisions  of this Section 8(b) shall be
     limited to the amount which  represents the product of the number of shares
     of Common  Stock  issued on exercise of Warrants  and the Warrant  Exercise
     Price. For all purposes of this Agreement,  the amounts of the Exercise Fee
     set  forth  in the  Offering  Documents,  the  information  under  "Plan of
     Distribution" and the identification of counsel to the Representative under
     "Legal Matters" constitute the only information  furnished in writing by or
     on  behalf  of  the  Underwriters  expressly  for  inclusion  in any of the
     Offering  Documents,  or in any  application,  as the case  may be.  If any
     action  shall be  brought  against  the  Company  or any  other  person  so
     indemnified based on any of the Offering Documents, or any application, and
     in  respect  of which  indemnity  may be sought  against  the  Underwriters
     pursuant to this Section 8(b), the  Underwriters  shall have the rights and
     duties  given to the  Company,  and the  Company  and each other  person so
     indemnified  shall  have the rights  and  duties  given to the  indemnified
     parties, by the provisions of Section 8(a).

          c. In  order  to  provide  for  just  and  equitable  contribution  in
     circumstances in which the indemnity agreement provided for in this Section
     8 is for any  reason  held to be  unavailable  to the  Underwriters  or the
     Company,  then the Company  shall  contribute  to the  damages  paid by the
     several Underwriters,  and the several Underwriters shall contribute to the
     damages paid by the Company;  provided,  however,  that no person guilty of
     fraudulent  misrepresentation  (within the meaning of Section  11(f) of the
     Act) shall be entitled to  contribution  from any person who was not guilty

                                      -4-
<PAGE>


     of  such  fraudulent  misrepresentation.   In  determining  the  amount  of
     contribution to which the respective  parties are entitled,  there shall be
     considered  the relative  benefits  received by each party from the sale of
     the Common Stock  underlying the Warrants  (taking into account the portion
     of the proceeds of the offering  realized by each),  the parties'  relative
     knowledge and access to  information  concerning the matter with respect to
     which the claim was asserted,  the  opportunity  to correct and prevent any
     statement or omission, and any other equitable  considerations  appropriate
     in the circumstances.  The Company and the Underwriters agree that it would
     not be equitable if the amount of such  contribution were determined by pro
     rata or per capita allocation (even if the Underwriters were treated as one
     entity  for such  purpose).  No  Underwriter  or  person  controlling  such
     Underwriter shall be obligated to make contribution  hereunder which in the
     aggregate  exceeds the total  Exercise  Price of the Warrants,  exercise of
     which was  solicited by such  Underwriter  under this  Agreement,  less the
     aggregate  amount of any damages which such Underwriter and its controlling
     persons have  otherwise  been required to pay in respect of the same or any
     substantially  similar claim. The  Underwriters'  obligations to contribute
     hereunder  are  several  in  proportion  to their  respective  underwriting
     obligations and not joint.  For purposes of this Section,  each person,  if
     any,  who controls an  Underwriter  within the meaning of Section 15 of the
     Act shall have the same rights to  contribution  as such  Underwriter,  and
     each  director of the  Company,  each officer of the Company who signed the
     Offering  Documents,  and each  person,  if any,  who  controls the Company
     within the meaning of Section 15 of the Act,  shall have the same rights to
     contribution as the Company.  Anything in this Section 8(c) to the contrary
     notwithstanding,  no party shall be liable for contribution with respect to
     the settlement of any claim or action effected without its written consent.
     This Section 8(c) is intended to supersede any right to contribution  under
     the Act, the Exchange Act, or otherwise.

     Section 9. Notices. Any notice or other communication required or permitted
to be given pursuant to this  Agreement  shall be in writing and shall be deemed
sufficiently  given  if sent by  first  class  certified  mail,  return  receipt
requested, postage prepaid, addressed as follows:

     If to the Company:       Shawn B. Stickle, President and Chief
                                 Operating Officer
                              Nigel V. Alexander, Chief Executive Officer
                              Multi-Link Telecommunications, Inc.
                              4704 Harlan Street, Suite 420
                              Denver, Colorado 80212

     With a copy to:          Thomas S. Smith, Esq.
                              Smith McCullough, P.C.
                              4643 South Ulster Street, Suite 900
                              Denver, Colorado 80237

     If to Schneider:         Keith Koch, Director of Corporate Finance
                              Schneider Securities, Inc.
                              1120 Lincoln Street, Suite 900
                              Denver, Colorado  80203



                                      -5-

<PAGE>


     With a copy to:          Robert W. Walter, Esq.
                              Berliner Zisser Walter & Gallegos, P.C.
                              1700 Lincoln Street, Suite 4700
                              Denver, Colorado 80203

     and if to the Warrant    Administrative Services
       Agent:                 American Securities Transfer & Trust, Inc.
                              938 Quail Street, Suite 101
                              Lakewood, Colorado 80215

or such other  address as such party  shall have given  notice to other  parties
hereto in accordance with this Section. All such notices or other communications
shall be deemed given three (3) business days after mailing, as aforesaid.

     Section 10. Supplements and Amendments.  The Company, the Warrant Agent and
Schneider may from time-to-time  supplement or amend this Agreement by a written
instrument  signed by the  party to be  charged,  without  the  approval  of any
holders of Warrants in order to cure any  ambiguity or to correct or  supplement
any  provisions  contained  herein or to make any other  provisions in regard to
matters or questions arising hereunder which the Company,  the Warrant Agent and
Schneider may deem necessary or desirable and which do not adversely  affect the
interest of the holders of Warrants.

     Section 11.  Assignment.  This  Agreement  may not be assigned by any party
without the express written approval of all other parties, except that Schneider
may assign this Agreement to its successors, if any.

     Section 12.  Governing  Law. This  Agreement  will be deemed made under the
laws of the State of Colorado  with  respect to matters of contract  law and for
all purposes shall be governed by and construed in accordance  with the internal
laws of said State, without regard to the conflicts of laws provisions thereof.

     Section 13. Benefits of this Agreement.  Nothing in this Agreement shall be
construed to give any person or corporation other than the Company,  the Warrant
Agent and  Schneider  any legal or equitable  right,  remedy or claim under this
Agreement;  and this Agreement  shall be for the sole and exclusive  benefit of,
and be binding  upon,  the Company,  the Warrant  Agent and  Schneider and their
respective successors and permitted assigns.

     Section 14. Descriptive Headings.  The descriptive headings of the sections
of this  Agreement  are inserted for  convenience  only and shall not control or
affect the meanings or construction of any of the provisions hereof.




                                      -6-
<PAGE>


     Section 15. Superseding  Agreement.  This Agreement  supersedes any and all
prior agreements between the parties with respect to the subject matter hereof.

     Section 16. Exclusive Agreement. It is understood that this Agreement is on
an exclusive  basis to solicit the exercise of the Warrants and that the Company
shall not engage  other  broker-dealers  to solicit  the  exercise  of  Warrants
without the consent of Schneider.























                                      -7-
<PAGE>


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


                                      MULTI-LINK TELECOMMUNICATIONS, INC.


                                      By:
                                         ---------------------------------------
                                         Shawn B. Stickle, President and
                                         Chief Operating Officer


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


                                      SCHNEIDER SECURITIES, INC.


                                      By:
                                         ---------------------------------------
                                         Thomas Schneider, President


                                      AMERICAN SECURITIES TRANSFER & TRUST, INC.


                                      By:
                                         ---------------------------------------
                                         Gregory Tubbs, Senior Vice President



                                      -8-



<PAGE>


                                                                      EXHIBIT  A


                                   CERTIFICATE


     The undersigned,  being the  _______________  of  _________________________
(the  "NASD  Member")  pursuant  to Section  3(d) of the  Warrant  Exercise  Fee
Agreement  relating  to the  exercise  of  Warrants  dated  May 14,  1999  among
Multi-Link Telecommunications,  Inc. (the "Company"), Schneider Securities, Inc.
and American  Securities  Transfer & Trust,  Inc. (the "Warrant  Agent")  hereby
certifies that:

     1. The  Company or the  Warrant  Agent has  notified  the NASD  Member that
____________  Warrants (as defined in the Agreement) have been exercised  during
_______________.

     2. The  exercise of _________  of such  Warrants was  solicited by the NASD
Member.

     3. Such Warrants were not held in a discretionary account.

     4.  The NASD  Member  did  not,  within  _____  business  days  immediately
preceding  _______________,  bid for or purchase the Common Stock of the Company
or any securities of the Company  immediately  convertible  into or exchangeable
for the Common Stock  (including  Warrants) or otherwise  engage in any activity
that would be prohibited by  Regulation M under the  Securities  Exchange Act of
1934, as amended, to one engaged in a distribution of the Company's securities.

     5. In connection with the solicitation of the exercise of the Warrants, the
NASD  Member  disclosed  to holders of the  Warrants  the  compensation  it will
receive.


     DATED:
           ----------------

                                     -------------------------------------------
                                             (Firm Name)



                                     By:
                                        ----------------------------------------
                                     Title:
                                           -------------------------------------






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