INDEMNIFICATION
      AGREEMENT

     

    THIS
      AGREEMENT (the “Agreement”) is made and entered into as of May 17, 2006 between
      Multi Link Telecommunications, Inc., a Colorado corporation (“the Company”), and
      Dayne Wagoner (“Indemnitee”).

     

    WITNESSETH
      THAT:

     

    WHEREAS,
      Indemnitee performs a valuable service for the Company; and

     

    WHEREAS,
      the Board of Directors of the Company has adopted Bylaws (the “Bylaws”)
      providing for the indemnification of the officers and directors of the Company
      to the maximum extent authorized by law (“Law”); and

     

    WHEREAS,
      the Bylaws and the Law, by their nonexclusive nature, permit contracts between
      the Company and the officers or directors of the Company with respect to
      indemnification of such officers or directors; and

     

    WHEREAS,
      in accordance with the authorization as provided by the Law, the Company may
      purchase and maintain a policy or policies of directors’ and officers’ liability
      insurance (“D & O Insurance”), covering certain liabilities which
      may be incurred by its officers or directors in the performance of their
      obligations to the Company;

     

    NOW,
      THEREFORE, in consideration of Indemnitee’s service as an officer or director
      after the date hereof, the parties hereto agree as follows:

     

    1.           Indemnity
      of Indemnitee.
      The
      Company hereby agrees to hold harmless and indemnify Indemnitee to the full
      extent authorized or permitted by the provisions of the Law, as such may be
      amended from time to time, and the Company’s Bylaws, as such may be amended. In
      furtherance of the foregoing indemnification, and without limiting the
      generality thereof:

     

    (a)           Proceedings
      Other Than Proceedings by or in the Right of the Company.
      Indemnitee shall be entitled to the rights of indemnification provided in this
      Section l(a) if, by reason of his Corporate Status (as hereinafter
      defined), he is, or is threatened to be made, a party to or participant in
      any
      Proceeding (as hereinafter defined) other than a Proceeding by or in the right
      of the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified
      against all Expenses (as hereinafter defined), judgments, penalties, fines
      and
      amounts paid in settlement actually and reasonably incurred by him, or on his
      behalf, in connection with such Proceeding or any claim, issue or matter
      therein, if he acted in good faith and in a manner he reasonably believed to
      be
      in or not opposed to the best interests of the Company, and with respect to
      any
      criminal Proceeding, had no reasonable cause to believe his conduct was
      unlawful.

     

    (b)           Proceedings
      by or in the Right of the Company.
      Indemnitee shall be entitled to the rights of indemnification provided in this
      Section 1(b) if, by reason of his Corporate Status, he is, or is threatened
      to
      be made, a party to or participant in any Proceeding brought by or in the right
      of the Company. Pursuant to this Section 1(b), Indemnitee shall be indemnified
      against all Expenses actually and reasonably incurred by him, or on his behalf,
      in connection with such Proceeding if he acted in good faith and in a manner
      he
      reasonably believed to be in or not opposed to the best interests of the
      Company; provided, however, if applicable law so provides, no indemnification
      against such Expenses shall be made in respect of any claim, issue or matter
      in
      such Proceeding as to which Indemnitee shall have been adjudged to be liable
      to
      the Company unless and to the extent that the Court of Chancery of the State
      of
      Delaware shall determine that such indemnification may be made.

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (c)           Indemnification
      for Expenses of a Party Who is Wholly or Partly Successful.
      Notwithstanding any other provision of this Agreement, to the extent that
      Indemnitee is, by reason of his Corporate Status, a party to and is successful,
      on the merits or otherwise, in any Proceeding, he shall be indemnified to the
      maximum extent permitted by law against all Expenses actually and reasonably
      incurred by him or on his behalf in connection therewith. If Indemnitee is
      not
      wholly successful in such Proceeding but is successful, on the merits or
      otherwise, as to one or more but less than all claims, issues or matters in
      such
      Proceeding, the Company shall indemnify Indemnitee against all Expenses actually
      and reasonably incurred by him or on his behalf in connection with each
      successfully resolved claim, issue or matter. For purposes of this Section
      and
      without limitation, the termination of any claim, issue or matter in such a
      Proceeding by dismissal, with or without prejudice, shall be deemed to be a
      successful result as to such claim, issue or matter.

     

    2.           Additional
      Indemnity.
      In
      addition to, and without regard to any limitations on, the indemnification
      provided for in Section 1 of this Agreement, the Company shall and hereby does
      indemnify and hold harmless Indemnitee against all Expenses, judgments,
      penalties, fines and amounts paid in settlement actually and reasonably incurred
      by him or on his behalf if, by reason of his Corporate Status, he is, or is
      threatened to be made, a party to or participant in any Proceeding (including
      a
      Proceeding by or in the right of the Company), including, without limitation,
      all liability arising out of the negligence or active or passive wrongdoing
      of
      Indemnitee. The only limitation that shall exist upon the Company’s obligations
      pursuant to this Agreement shall be that the Company shall not be obligated
      to
      make any payment to Indemnitee that is finally determined (under the procedures,
      and subject to the presumptions, set forth in Sections 6 and 7 hereof) to be
      unlawful under Delaware law.

     

    3.           Contribution
      in the Event of Joint Liability.

     

    (a)           Whether
      or not the indemnification provided in Sections 1 and 2 hereof is available,
      in
      respect of any threatened, pending or completed action, suit or proceeding
      in
      which the Company is jointly liable with Indemnitee (or would be if joined
      in
      such action, suit or proceeding), the Company shall pay, in the first instance,
      the entire amount of any judgment or settlement of such action, suit or
      proceeding without requiring Indemnitee to contribute to such payment and the
      Company hereby waives and relinquishes any right of contribution it may have
      against Indemnitee. The Company shall not enter into any settlement of any
      action, suit or proceeding in which the Company is jointly liable with
      Indemnitee (or would be if joined in such action, suit or proceeding) unless
      such settlement provides for a full and final release of all claims asserted
      against Indemnitee.

    
      
         

      

      
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    (b)           Without
      diminishing or impairing the obligations of the Company set forth in the
      preceding subparagraph, if, for any reason, Indemnitee shall elect or be
      required to pay all or any portion of any judgment or settlement in any
      threatened, pending or completed action, suit or proceeding in which the Company
      is jointly liable with Indemnitee (or would be if joined in such action, suit
      or
      proceeding), the Company shall contribute to the amount of expenses (including
      attorneys’ fees), judgments, fines and amounts paid in settlement actually and
      reasonably incurred and paid or payable by Indemnitee in proportion to the
      relative benefits received by the Company and all officers, directors or
      employees of the Company, other than Indemnitee, who are jointly liable with
      Indemnitee (or would be if joined in such action, suit or proceeding), on the
      one hand, and Indemnitee, on the other hand, from the transaction from which
      such action, suit or proceeding arose; provided, however, that the proportion
      determined on the basis of relative benefit may, to the extent necessary to
      conform to law, be further adjusted by reference to the relative fault of the
      Company and all officers, directors or employees of the Company other than
      Indemnitee who are jointly liable with Indemnitee (or would be if joined in
      such
      action, suit or proceeding), on the one hand, and Indemnitee, on the other
      hand,
      in connection with the events that resulted in such expenses, judgments, fines
      or settlement amounts, as well as any other equitable considerations which
      the
      Law may require to be considered. The relative fault of the Company and all
      officers, directors or employees of the Company, other than Indemnitee, who
      are
      jointly liable with Indemnitee (or would be if joined in such action, suit
      or
      proceeding), on the one hand, and Indemnitee, on the other hand, shall be
      determined by reference to, among other things, the degree to which their
      actions were motivated by intent to gain personal profit or advantage, the
      degree to which their liability is primary or secondary and the degree to which
      their conduct is active or passive.

     

    (c)           The
      Company hereby agrees to fully indemnify and hold Indemnitee harmless from
      any
      claims of contribution which may be brought by officers, directors or employees
      of the Company, other than Indemnitee, who may be jointly liable with
      Indemnitee.

     

    4.           Indemnification
      for Expenses of a Witness.
      Notwithstanding any other provision of this Agreement, to the extent that
      Indemnitee is, by reason of his Corporate Status, a witness in any Proceeding
      to
      which Indemnitee is not a party, he shall be indemnified against all Expenses
      actually and reasonably incurred by him or on his behalf in connection
      therewith.

     

    5.           Advancement
      of Expenses.
      Notwithstanding any other provision of this Agreement, the Company shall advance
      all Expenses incurred by or on behalf of Indemnitee in connection with any
      Proceeding by reason of Indemnitee’s Corporate Status within ten (10) days after
      the receipt by the Company of a statement or statements from Indemnitee
      requesting such advance or advances from time to time, whether prior to or
      after
      final disposition of such Proceeding. Such statement or statements shall
      reasonably evidence the Expenses incurred by Indemnitee and shall include or
      be
      preceded or accompanied by an undertaking by or on behalf of Indemnitee to
      repay
      any Expenses advanced if it shall ultimately be determined that Indemnitee
      is
      not entitled to be indemnified against such Expenses. Any advances and
      undertakings to repay pursuant to this Section 5 shall be unsecured and interest
      free. Notwithstanding the foregoing, the obligation of the Company to advance
      Expenses pursuant to this Section 5 shall be subject to the condition that,
      if,
      when and to the extent that the Company determines that Indemnitee would not
      be
      permitted to be indemnified under applicable law, the Company shall be entitled
      to be reimbursed, within thirty (30) days of such determination, by Indemnitee
      (who hereby agrees to reimburse the Company) for all such amounts theretofore
      paid; provided, however, that if Indemnitee has commenced or thereafter
      commences legal proceedings in a court of competent jurisdiction to secure
      a
      determination that Indemnitee should be indemnified under applicable law, any
      determination made by the Company that Indemnitee would not be permitted to
      be
      indemnified under applicable law shall not be binding and Indemnitee shall
      not
      be required to reimburse the Company for any advance of Expenses until a final
      judicial determination is made with respect thereto (and as to which all rights
      of appeal therefrom have been exhausted or lapsed).

    
      
         

      

      
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    6.           Procedures
      and Presumptions for Determination of Entitlement to
      Indemnification.
      It is
      the intent of this Agreement to secure for Indemnitee rights of indemnity that
      are as favorable as may be permitted under the Law and public policy of the
      State of Delaware. Accordingly, the parties agree that the following procedures
      and presumptions shall apply in the event of any question as to whether
      Indemnitee is entitled to indemnification under this Agreement:

     

    (a)           To
      obtain indemnification (including, but not limited to, the advancement of
      Expenses and contribution by the Company) under this Agreement, Indemnitee
      shall
      submit to the Company a written request, including therein or therewith such
      documentation and information as is reasonably available to Indemnitee and
      is
      reasonably necessary to determine whether and to what extent Indemnitee is
      entitled to indemnification. The Secretary of the Company shall, promptly upon
      receipt of such a request for indemnification, advise the Board of Directors
      in
      writing that Indemnitee has requested indemnification.

     

    (b)           Upon
      written request by Indemnitee for indemnification pursuant to the first sentence
      of Section 6(a) hereof, a determination, if required by applicable law, with
      respect to Indemnitee’s entitlement thereto shall be made in the specific case
      by one of the following three methods, which shall be at the election of
      Indemnitee: (1) by a majority vote of the disinterested directors, even though
      less than a quorum, (2) by independent legal counsel in a written opinion or
      (3)
      by the stockholders.

     

    (c)           If
      the determination of entitlement to indemnification is to be made by Independent
      Counsel pursuant to Section 6(b) hereof, the Independent Counsel shall be
      selected as provided in this Section 6(c). The Independent Counsel shall be
      selected by Indemnitee (unless Indemnitee requests that such selection be made
      by the Board of Directors). Indemnitee or the Company, as the case may be,
      may,
      within 10 days after such written notice of selection shall have been given,
      deliver to the Company or to Indemnitee, as the case may be, a written objection
      to such selection; provided, however, that such objection may be asserted only
      on the ground that the Independent Counsel so selected does not meet the
      requirements of “Independent Counsel” as defined in Section 13 of this
      Agreement, and the objection shall set forth with particularity the factual
      basis of such assertion. Absent a proper and timely objection, the person so
      selected shall act as Independent Counsel. If a written objection is made and
      substantiated, the Independent Counsel selected may not serve as Independent
      Counsel unless and until such objection is withdrawn or a court has determined
      that such objection is without merit. If, within 20 days after submission by
      Indemnitee of a written request for indemnification pursuant to Section 6(a)
      hereof, no Independent Counsel shall have been selected and not objected to,
      either the Company or Indemnitee may petition the Court of Chancery of the
      State
      of Delaware or other court of competent jurisdiction for resolution of any
      objection which shall have been made by the Company or Indemnitee to the other’s
      selection of Independent Counsel and/or for the appointment as Independent
      Counsel of a person selected by the court or by such other person as the court
      shall designate, and the person with respect to whom all objections are so
      resolved or the person so appointed shall act as Independent Counsel under
      Section 6(b) hereof. The Company shall pay any and all reasonable fees and
      expenses of Independent Counsel incurred by such Independent Counsel in
      connection with acting pursuant to Section 6(b) hereof, and the Company shall
      pay all reasonable fees and expenses incident to the procedures of this Section
      6(c), regardless of the manner in which such Independent Counsel was selected
      or
      appointed.

    
      
         

      

      
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    (d)           In
      making a determination with respect to entitlement to indemnification hereunder,
      the person or persons or entity making such determination shall presume that
      Indemnitee is entitled to indemnification under this Agreement. Anyone seeking
      to overcome this presumption shall have the burden of proof and the burden
      of
      persuasion by clear and convincing evidence.

     

    (e)           Indemnitee
      shall be deemed to have acted in good faith if Indemnitee’s action is based on
      the records or books of account of the Enterprise, including financial
      statements, or on information supplied to Indemnitee by the officers of the
      Enterprise (as hereinafter defined) in the course of their duties, or on the
      advice of legal counsel for the Enterprise or on information or records given
      or
      reports made to the Enterprise by an independent certified public accountant
      or
      by an appraiser or other expert selected with reasonable care by the Enterprise.
      In addition, the knowledge and/or actions, or failure to act, of any director,
      officer, agent or employee of the Enterprise shall not be imputed to Indemnitee
      for purposes of determining the right to indemnification under this Agreement.
      Whether or not the foregoing provisions of this Section 6(e) are satisfied,
      it shall in any event be presumed that Indemnitee has at all times acted in
      good
      faith and in a manner he reasonably believed to be in or not opposed to the
      best
      interests of the Company. Anyone seeking to overcome this presumption shall
      have
      the burden of proof and the burden of persuasion by clear and convincing
      evidence.

     

    (f)           If
      the person, persons or entity empowered or selected under Section 6 to determine
      whether Indemnitee is entitled to indemnification shall not have made a
      determination within thirty (30) days after receipt by the Company of the
      request therefor, the requisite determination of entitlement to indemnification
      shall be deemed to have been made and Indemnitee shall be entitled to such
      indemnification absent (i) a misstatement by Indemnitee of a material fact,
      or
      an omission of a material fact necessary to make Indemnitee’s statement not
      materially misleading, in connection with the request for indemnification,
      or
      (ii) a prohibition of such indemnification under applicable law; provided,
      however, that such 30-day period may be extended for a reasonable time, not
      to
      exceed an additional fifteen (15) days, if the person, persons or entity making
      such determination with respect to entitlement to indemnification in good faith
      requires such additional time to obtain or evaluate documentation and/or
      information relating thereto; and provided, further, that the foregoing
      provisions of this Section 6(g) shall not apply if the determination of
      entitlement to indemnification is to be made by the stockholders pursuant to
      Section 6(b) of this Agreement and if (A) within fifteen (15) days after receipt
      by the Company of the request for such determination, the Board of Directors
      or
      the Disinterested Directors, if appropriate, resolve to submit such
      determination to the stockholders for their consideration at an annual meeting
      thereof to be held within seventy-five (75) days after such receipt and such
      determination is made thereat, or (B) a special meeting of stockholders is
      called within fifteen (15) days after such receipt for the purpose of making
      such determination, such meeting is held for such purpose within sixty (60)
      days
      after having been so called and such determination is made thereat.

    
      
         

      

      
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    (g)           Indemnitee
      shall cooperate with the person, persons or entity making such determination
      with respect to Indemnitee’s entitlement to indemnification, including providing
      to such person, persons or entity upon reasonable advance request any
      documentation or information which is not privileged or otherwise protected
      from
      disclosure and which is reasonably available to Indemnitee and reasonably
      necessary to such determination. Any Independent Counsel, member of the Board
      of
      Directors or stockholder of the Company shall act reasonably and in good faith
      in making a determination regarding the Indemnitee’s entitlement to
      indemnification under this Agreement. Any costs or expenses (including
      attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with
      the person, persons or entity making such determination shall be borne by the
      Company (irrespective of the determination as to Indemnitee’s entitlement to
      indemnification) and the Company hereby indemnifies and agrees to hold
      Indemnitee harmless therefrom.

     

    (h)           The
      Company acknowledges that a settlement or other disposition short of final
      judgment may be successful if it permits a party to avoid expense, delay,
      distraction, disruption and uncertainty. In the event that any action, claim
      or
      proceeding to which Indemnitee is a party is resolved in any manner other than
      by adverse judgment against Indemnitee (including, without limitation,
      settlement of such action, claim or proceeding with or without payment of money
      or other consideration) it shall be presumed that Indemnitee has been successful
      on the merits or otherwise in such action, suit or proceeding. Anyone seeking
      to
      overcome this presumption shall have the burden of proof and the burden of
      persuasion by clear and convincing evidence.

     

    7.           Remedies
      of Indemnitee.

     

    (a)           In
      the event that (i) a determination is made pursuant to Section 6 of this
      Agreement that Indemnitee is not entitled to indemnification under this
      Agreement, (ii) advancement of Expenses is not timely made pursuant to
      Section 5 of this Agreement, (iii) no determination of entitlement to
      indemnification is made pursuant to Section 6(b) of this Agreement within 90
      days after receipt by the Company of the request for indemnification, (iv)
      payment of indemnification is not made pursuant to this Agreement within ten
      (10) days after receipt by the Company of a written request therefor or
      (v) payment of indemnification is not made within ten (10) days after a
      determination has been made that Indemnitee is entitled to indemnification
      or
      such determination is deemed to have been made pursuant to Section 6 of this
      Agreement, Indemnitee shall be entitled to an adjudication in an appropriate
      court of the State of Delaware, or in any other court of competent jurisdiction,
      of his entitlement to such indemnification. Indemnitee shall commence such
      proceeding seeking an adjudication within 180 days following the date on which
      Indemnitee first has the right to commence such proceeding pursuant to this
      Section 7(a). The Company shall not oppose Indemnitee’s right to seek any such
      adjudication.

    
      
         

      

      
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    (b)           In
      the event that a determination shall have been made pursuant to Section 6(b)
      of
      this Agreement that Indemnitee is not entitled to indemnification, any judicial
      proceeding commenced pursuant to this Section 7 shall be conducted in all
      respects as a de
      novo trial
      on
      the merits, and Indemnitee shall not be prejudiced by reason of the adverse
      determination under Section 6(b).

     

    (c)           If
      a determination shall have been made pursuant to Section 6(b) of this Agreement
      that Indemnitee is entitled to indemnification, the Company shall be bound
      by
      such determination in any judicial proceeding commenced pursuant to this Section
      7, absent a prohibition of such indemnification under applicable
      law.

     

    (d)           In
      the event that Indemnitee, pursuant to this Section 7, seeks a judicial
      adjudication of his rights under, or to recover damages for breach of, this
      Agreement, or to recover under any directors’ and officers’ liability insurance
      policies maintained by the Company, the Company shall pay on his behalf, in
      advance, any and all expenses (of the types described in the definition of
      Expenses in Section 13 of this Agreement) actually and reasonably incurred
      by
      him in such judicial adjudication, regardless of whether Indemnitee ultimately
      is determined to be entitled to such indemnification, advancement of expenses
      or
      insurance recovery.

     

    (e)           The
      Company shall be precluded from asserting in any judicial proceeding commenced
      pursuant to this Section 7 that the procedures and presumptions of this
      Agreement are not valid, binding and enforceable and shall stipulate in any
      such
      court that the Company is bound by all the provisions of this
      Agreement.

     

    8.           Non-Exclusivity;
      Survival of Rights; Insurance; Subrogation.

     

    (a)           The
      rights of indemnification as provided by this Agreement shall not be deemed
      exclusive of any other rights to which Indemnitee may at any time be entitled
      under applicable law, the certificate of incorporation of the Company, the
      Bylaws, any agreement, a vote of stockholders, a resolution of directors or
      otherwise. No amendment, alteration or repeal of this Agreement or of any
      provision hereof shall limit or restrict any right of Indemnitee under this
      Agreement in respect of any action taken or omitted by such Indemnitee in his
      Corporate Status prior to such amendment, alteration or repeal. To the extent
      that a change in the Law, whether by statute or judicial decision, permits
      greater indemnification than would be afforded currently under the Bylaws and
      this Agreement, it is the intent of the parties hereto that Indemnitee shall
      enjoy by this Agreement the greater benefits so afforded by such change. No
      right or remedy herein conferred is intended to be exclusive of any other right
      or remedy, and every other right and remedy shall be cumulative and in addition
      to every other right and remedy given hereunder or now or hereafter existing
      at
      law or in equity or otherwise. The assertion or employment of any right or
      remedy hereunder, or otherwise, shall not prevent the concurrent assertion
      or
      employment of any other right or remedy.

    
      
         

      

      
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    (b)           To
      the extent that the Company maintains an insurance policy or policies providing
      liability insurance for directors, officers, employees, or agents or fiduciaries
      of the Company or of any other corporation, partnership, joint venture, trust,
      employee benefit plan or other enterprise that such person serves at the request
      of the Company, Indemnitee shall be covered by such policy or policies in
      accordance with its or their terms to the maximum extent of the coverage
      available for any director, officer, employee, agent or fiduciary under such
      policy or policies.

     

    (c)           In
      the event of any payment under this Agreement, the Company shall be subrogated
      to the extent of such payment to all of the rights of recovery of Indemnitee,
      who shall execute all papers required and take all action necessary to secure
      such rights, including execution of such documents as are necessary to enable
      the Company to bring suit to enforce such rights.

     

    (d)           The
      Company shall not be liable under this Agreement to make any payment of amounts
      otherwise indemnifiable hereunder if and to the extent that Indemnitee has
      otherwise actually received such payment under any insurance policy, contract,
      agreement or otherwise.

     

    9.           Exception
      to Right of Indemnification.
      Notwithstanding any other provision of this Agreement, Indemnitee shall not
      be
      entitled to indemnification under this Agreement with respect to any Proceeding
      brought by Indemnitee, or any claim therein, unless (a) the bringing of such
      Proceeding or making of such claim shall have been approved by the Board of
      Directors of the Company or (b) such Proceeding is being brought by Indemnitee
      to assert, interpret or enforce his rights under this Agreement.

     

    10.           Duration
      of Agreement.
      All
      agreements and obligations of the Company contained herein shall continue during
      the period Indemnitee is an officer or director of the Company (or is or was
      serving at the request of the Company as a director, officer, employee or agent
      of another corporation, partnership, joint venture, trust or other enterprise)
      and shall continue thereafter so long as Indemnitee shall be subject to any
      Proceeding (or any proceeding commenced under Section 7 hereof) by reason of
      his
      Corporate Status, whether or not he is acting or serving in any such capacity
      at
      the time any liability or expense is incurred for which indemnification can
      be
      provided under this Agreement. 

     

    11.           Security.
      To the
      extent requested by Indemnitee and approved by the Board of Directors of the
      Company, the Company may at any time and from time to time provide security
      to
      Indemnitee for the Company’s obligations hereunder through an irrevocable bank
      line of credit, funded trust or other collateral. Any such security, once
      provided to Indemnitee, may not be revoked or released without the prior written
      consent of the Indemnitee.

     

    12.           Enforcement.

     

    (a)           The
      Company expressly confirms and agrees that it has entered into this Agreement
      and assumes the obligations imposed on it hereby in order to induce Indemnitee
      to serve as an officer or director of the Company, and the Company acknowledges
      that Indemnitee is relying upon this Agreement in serving as an officer or
      director of the Company.

    
      
         

      

      
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    (b)           This
      Agreement constitutes the entire agreement between the parties hereto with
      respect to the subject matter hereof and supersedes all prior agreements and
      understandings, oral, written and implied, between the parties hereto with
      respect to the subject matter hereof.

     

    13.           Definitions.
      For
      purposes of this Agreement:

     

    (a)           “Corporate
      Status” describes the status of a person who is or was a director, officer,
      employee, agent or fiduciary of the Company or of any other corporation,
      partnership, joint venture, trust, employee benefit plan or other enterprise
      that such person is or was serving at the express written request of the
      Company.

     

    (b)           “Disinterested
      Director” means a director of the Company who is not and was not a party to the
      Proceeding in respect of which indemnification is sought by
      Indemnitee.

     

    (c)           “Enterprise”
      shall mean the Company and any other corporation, partnership, joint venture,
      trust, employee benefit plan or other enterprise that Indemnitee is or was
      serving at the express written request of the Company as a director, officer,
      employee, agent or fiduciary.

     

    (d)           “Expenses”
      shall include all reasonable attorneys’ fees, retainers, court costs, transcript
      costs, fees of experts, witness fees, travel expenses, duplicating costs,
      printing and binding costs, telephone charges, postage, delivery service fees
      and all other disbursements or expenses of the types customarily incurred in
      connection with prosecuting, defending, preparing to prosecute or defend,
      investigating, participating, or being or preparing to be a witness in a
      Proceeding.

     

    (e)           “Independent
      Counsel” means a law firm, or a member of a law firm, that is experienced in
      matters of corporation law and neither presently is, nor in the past five years
      has been, retained to represent: (i) the Company or Indemnitee in any matter
      material to either such party (other than with respect to matters concerning
      Indemnitee under this Agreement, or of other indemnitees under similar
      indemnification agreements), or (ii) any other party to the Proceeding giving
      rise to a claim for indemnification hereunder. Notwithstanding the foregoing,
      the term “Independent Counsel” shall not include any person who, under the
      applicable standards of professional conduct then prevailing, would have a
      conflict of interest in representing either the Company or Indemnitee in an
      action to determine Indemnitee’s rights under this Agreement. The Company agrees
      to pay the reasonable fees of the Independent Counsel referred to above and
      to
      fully indemnify such counsel against any and all Expenses, claims, liabilities
      and damages arising out of or relating to this Agreement or its engagement
      pursuant hereto.

     

    (f)           “Proceeding”
      includes any threatened, pending or completed action, suit, arbitration,
      alternate dispute resolution mechanism, investigation, inquiry, administrative
      hearing or any other actual, threatened or completed proceeding, whether brought
      by or in the right of the Company or otherwise and whether civil, criminal,
      administrative or investigative, in which Indemnitee was, is or will be involved
      as a party or otherwise, by reason of the fact that Indemnitee is or was an
      officer or director of the Company, by reason of any action taken by him or
      of
      any inaction on his part while acting as an officer or director of the Company,
      or by reason of the fact that he is or was serving at the request of the Company
      as a director, officer, employee, agent or fiduciary of another corporation,
      partnership, joint venture, trust or other Enterprise; in each case whether
      or
      not he is acting or serving in any such capacity at the time any liability
      or
      expense is incurred for which indemnification can be provided under this
      Agreement; including one pending on or before the date of this Agreement, but
      excluding one initiated by an Indemnitee pursuant to Section 7 of this Agreement
      to enforce his rights under this Agreement.

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

    14.           Severability.
      If any
      provision or provisions of this Agreement shall be held by a court of competent
      jurisdiction to be invalid, void, illegal or otherwise unenforceable for any
      reason whatsoever: (a) the validity, legality and enforceability of the
      remaining provisions of this Agreement (including without limitation, each
      portion of any section of this Agreement containing any such provision held
      to
      be invalid, illegal or unenforceable that is not itself invalid, illegal or
      unenforceable) shall not in any way be affected or impaired thereby and shall
      remain enforceable to the fullest extent permitted by law; and (b) to the
      fullest extent possible, the provisions of this Agreement (including, without
      limitation, each portion of any section of this Agreement containing any such
      provision held to be invalid, illegal or unenforceable that is not itself
      invalid, illegal or unenforceable) shall be construed so as to give effect
      to
      the intent manifested thereby. Without limiting the generality of the foregoing,
      this Agreement is intended to confer upon Indemnitee indemnification rights
      to
      the fullest extent permitted by applicable laws. In the event any provision
      hereof conflicts with any applicable law, such provision shall be deemed
      modified, consistent with the aforementioned intent, to the extent necessary
      to
      resolve such conflict. 

     

    15.           Modification
      and Waiver.
      No
      supplement, modification, termination or amendment of this Agreement shall
      be
      binding unless executed in writing by both of the parties hereto. No waiver
      of
      any of the provisions of this Agreement shall be deemed or shall constitute
      a
      waiver of any other provisions hereof (whether or not similar) nor shall such
      waiver constitute a continuing waiver.

     

    16.           Notice
      By Indemnitee.
      Indemnitee agrees promptly to notify the Company in writing upon being served
      with or otherwise receiving any summons, citation, subpoena, complaint,
      indictment, information or other document relating to any Proceeding or matter
      which may be subject to indemnification covered hereunder. The failure to so
      notify the Company shall not relieve the Company of any obligation which it
      may
      have to Indemnitee under this Agreement or otherwise unless and only to the
      extent that such failure or delay materially prejudices the
      Company.

     

    17.           Notices.
      All
      notices, requests, demands and other communications hereunder shall be in
      writing and shall be deemed to have been duly given if (i) delivered by
      hand and receipted for by the party to whom said notice or other communication
      shall have been directed, or (ii) mailed by certified or registered mail
      with postage prepaid, on the third business day after the date on which it
      is so
      mailed:

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

     

    (a)           If
      to Indemnitee, to the address set forth below Indemnitee signature
      hereto.

     

    If
      to the
      Company, to:

    


    Multi
      Link Telecommunications, Inc. 

    5555
      Triangle Parkway, Suite 300

    Norcross,
      GA 30092

    FAX:
      678-282-1700

    Attn:
      Chief Financial Officer

    


    or
      to
      such other address as may have been furnished to Indemnitee by the Company
      or to
      the Company by Indemnitee, as the case may be.

     

    18.           Identical
      Counterparts.
      This
      Agreement may be executed in one or more counterparts, each of which shall
      for
      all purposes be deemed to be an original but all of which together shall
      constitute one and the same Agreement. Only one such counterpart signed by
      the
      party against whom enforceability is sought needs to be produced to evidence
      the
      existence of this Agreement. 

     

    19.           Headings.
      The
      headings of the paragraphs of this Agreement are inserted for convenience only
      and shall not be deemed to constitute part of this Agreement or to affect the
      construction thereof.

     

    20.           Governing
      Law.
      The
      parties agree that this Agreement shall be governed by, and construed and
      enforced in accordance with, the laws of the State of Delaware without
      application of the conflict of laws principles thereof.

     

    21.           Gender.
      Use of
      the masculine pronoun shall be deemed to include usage of the feminine pronoun
      where appropriate.

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    



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

     

    MULTI
      LINK TELECOMMUNICATIONS, INC.

    


    


    By:/s/
      Philip S. Pesin                

    


    Name:
      Philip
      S. Pesin                

    


    Title:
      Chairman
      and CEO              

    


     

    INDEMNITEE

     

    /s/
      Dayne Wagoner                

    


    Name:
      Dayne
      Wagoner              

    


     

    Address: 

    ______________________________________

    ______________________________________

    ______________________________________

    ______________________________________