Exhibit 10.20

                            Stock Purchase Agreement

     THIS STOCK  PURCHASE  AGREEMENT  (this  "Agreement")  dated as of March 25,
2000,  is  entered  into by and among  Multi-Link  Telecommunications,  Inc.,  a
Colorado corporation ("Multi-Link"), VoiceLink, Inc., a Georgia corporation (the
"Company"),  Mr. L. Van Page ("Page") and Mr. Larry Mays ("Mays"). Page and Mays
are collectively referred to herein as "Stockholders."

                                    Recitals

     A.  Stockholders  own all of the issued and  outstanding  shares of capital
stock the Company.

     B. Multi-Link desires to acquire from Stockholders, and Stockholders desire
to sell to Multi-Link, all of the outstanding capital stock of the Company, upon
the terms and conditions set forth herein.

     C. For federal  income tax purposes,  it is intended  that the  transaction
shall qualify as a reorganization  under the provisions of Section  368(a)(1)(B)
of the Internal Revenue Code of 1986, as amended (the "Code").

                                    Agreement

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

     1. Purchase and Sale of Stock.  Subject to the terms and provisions of this
Agreement,  Multi-Link  agrees to purchase and accept delivery from Stockholders
of, and Stockholders agree to sell, assign,  transfer and deliver to Multi-Link,
at the  Closing  (as  hereinafter  defined),  all of the issued and  outstanding
shares of common stock of the Company (the "Common  Stock"),  in the amounts set
forth  below  opposite  each  Stockholder's  name,  free and clear of all liens,
claims,  charges,  restrictions  equities or  encumbrances of any kind or nature
whatsoever:

                        Stockholder       Number of Shares
                        -----------       ----------------
                           Page               500,000
                           Mays               20,850

     2. Consideration - Multi-Link Stock.

               uuuu) As  consideration  for the  purchase  of the Common  Stock,
          Multi-Link,  at the  Closing,  will issue to  Stockholders  1 share of
          common stock,  no par value,  of Multi-Link  (the  "Multi-Link  Common
          Stock"),  for  each  1.28138  shares  of  Common  Stock  delivered  by
          Stockholders.

               vvvv)  The  Multi-Link  Common  Stock  will be  unregistered  and
          restricted as to rights of resale or  distribution  in accordance with
          the Securities Act of 1933, as amended  ("Securities  Act"),  and Rule
          144  promulgated  thereunder.  Multi-Link  shall have no obligation to
          register such shares for sale pursuant to the Securities  Act,  except
          as provided in Section 9 hereof.

     3.  Closing.  The closing of the purchase and sale of the Common Stock (the
"Closing ") shall take place at the offices of Bodker,  Ramsey & Andrews at 1800
Peachtree  Street,  N.W.,  Suite 615,  Atlanta,  Georgia 30309 (or at such other
place as the parties may mutually agree) at 10:00 a.m. E.S.T.  time on March 31,
2000 (the "Closing  Date").  The Closing Date may be changed to a different time
and date by the mutual written agreement of Multi-Link and Stockholders.  If the
Closing is changed,  all references to the Closing Date in this Agreement  shall
refer to the changed date.

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          3.1 Documents to be Delivered by  Stockholders  to Multi-Link.  At the
Closing, Stockholders will deliver to Multi-Link:

               a) original  stock  certificates  for the Common Stock,  free and
          clear  of  all  liens,  claims,  charges,  restrictions,  equities  or
          encumbrances  of any  kind,  which  stock  certificates  shall be duly
          endorsed to  Multi-Link,  or accompanied by duly executed stock powers
          or assignments in forms satisfactory to Multi-Link;

               b) an originally executed certificate of Stockholders in the form
          of  Exhibit  A  certifying   as  to  the  accuracy  of   Stockholders'
          representations  and  warranties  at and as of the  Closing,  and that
          Stockholders  and the Company have  performed and complied with all of
          the terms, provisions and conditions to be performed and complied with
          by Stockholders or the Company at or before the Closing;

               c) all consents and  approvals,  if any, in  originally  executed
          form,  required for Stockholders to execute,  deliver and perform this
          Agreement,  and for the consummation of the transactions  contemplated
          hereby, including, without limitation, those consents set forth on the
          Consents Schedule;

               d) an originally executed  Employment  Agreement with Page in the
          form of Exhibit B;

               e) an opinion of Stockholders'  counsel in the form and substance
          acceptable to Multi-Link and its counsel;

               f) such other  certificates  and  documents as  Multi-Link or its
          counsel may reasonably request; and

               g) a release from Mays relating to lease payments for the Medlock
          Bridge  Road  real  property  in the  form  of a  First  Amendment  to
          Commercial Lease.

          3.2 Documents to be Delivered by Multi-Link  to  Stockholders.  At the
Closing, Multi- Link will deliver to Stockholders:

               a) an  irrevocable  written  instruction  to American  Securities
          Transfer & Trust, Inc. to issue and deliver certificates  representing
          such shares to Stockholders;

               b) an originally  executed  certificate of Multi-Link in the form
          of  Exhibit  C  certifying   as  to  the   accuracy  of   Multi-Link's
          representations  and  warranties  at and as of the  Closing,  and that
          Multi-Link   has  performed  and  complied  with  all  of  the  terms,
          provisions  and  conditions  to be  performed  and  complied  with  by
          Multi-Link at, on or before the Closing;

               c) an originally executed incumbency certificate of Multi-Link in
          the form of  Exhibit D  certifying  as to certain  corporate  matters,
          together with all of the attachments referred to therein;

               d) a copy of the minutes of the board of directors of  Multi-Link
          authorizing the execution, delivery and performance of this Agreement,
          certified by the secretary of Multi-Link;

               e) an originally executed  Employment  Agreement with Page in the
          form of Exhibit B;

               f) an  opinion  of  Multi-Link's  counsel  in form and  substance
          acceptable to Stockholders and their counsel; and

               g) such other certificates and documents as Stockholders or their
          counsel may reasonably request.


<PAGE>



     4.  Representations and Warranties by Page. Page represents and warrants to
Multi-Link as follows:

          4.1  Corporate  Organization.   The  Company  is  a  corporation  duly
organized,  validly existing and in good standing under the laws of the State of
Georgia and has the corporate power and authority to enter into and perform this
Agreement, to carry on its business as now being conducted and as proposed to be
conducted,  and to own and operate the properties and assets now owned and being
operated by it.  Stockholders have delivered to Multi-Link  complete and correct
copies of the Company's Certificate of Incorporation, as amended, and Bylaws, as
amended,  as in effect on the date  hereof.  The  Company is duly  qualified  or
licensed to do business and is in good standing as a foreign corporation in each
of the  jurisdictions  in which the  Company  is  required  to be  qualified  or
licensed to do business as a foreign corporation,  except such jurisdictions, if
any,  in which  the  failure  to be so  qualified  or  licensed  will not have a
material  adverse  effect on the conduct of its business or the ownership or use
of any of its properties or assets. The Employees Schedule sets forth a true and
complete  list of the names,  addresses and titles of the directors and officers
of the  Company.  All  previous  names used by the  Company are set forth on the
Corporate Organization Schedule.

          4.2 Capitalization;  Stock Ownership.  The authorized capital stock of
the Company  consists of  10,000,000  shares of Common  Stock,  of which 520,850
shares are issued and  outstanding,  and held of record by  Stockholders  in the
amounts set forth opposite  their names in Section 1 hereof,  and 500,000 shares
of  Common  Stock  are  held by the  Company  as  treasury  stock  or have  been
cancelled.

               a) All of such  issued  and  outstanding  shares  have  been duly
          authorized  and validly  issued and are fully paid and  non-assessable
          and none of them was issued in  violation of any  preemptive  or other
          right.  The  Company  is not a  party  to or  bound  by any  contract,
          agreement or  arrangement  to issue,  sell or otherwise  dispose of or
          redeem,  purchase or otherwise  acquire any capital stock or any other
          security  of  the  Company  or  any  other  security   exercisable  or
          exchangeable  for or  convertible  into any capital stock or any other
          security of the Company,  and,  except for this Agreement  there is no
          outstanding  option,  warrant  or  other  right  to  subscribe  for or
          purchase,  or contract,  agreement or arrangement with respect to, any
          capital  stock or any  other  security  of the  Company  or any  other
          security  exercisable  or  convertible  into any capital  stock or any
          other security of the Company.

               b) Page owns all of the issued and  outstanding  shares of Common
          Stock in the amount set forth  opposite  his name in Section 1 hereof,
          free and clear of all liens, claims, charges,  restrictions,  equities
          and encumbrances of any kind or nature  whatsoever,  and Page has full
          power and legal  right to sell,  assign,  transfer  and  deliver  such
          shares of Common Stock to Multi-Link.

          4.3  Subsidiaries and Other Equity  Investments.  The Company does not
own,  directly or  indirectly,  a majority of the shares of capital stock of any
corporation,  or any equity investment in any partnership,  association or other
unincorporated business organization.

          4.4 Authorization of Agreement; No Violation; Consents. The execution,
delivery  and  performance  of  this  Agreement,  and  the  consummation  of the
transactions  contemplated hereby have been duly authorized by each Stockholder.
Except as set forth on the Consents Schedule, neither the execution, delivery or
performance of this Agreement nor the  consummation  of any of the  transactions
contemplated  hereby  (i) will  violate  or  conflict  with the  Certificate  of
Incorporation,  as amended,  or Bylaws,  as amended,  of the Company,  (ii) will
conflict  with in a material way or result in any material  breach of or default
under  any  provision  of any  contract  or  agreement  of any kind to which any
Stockholder or the Company is a party or by which any Stockholder or the Company
is bound or to which any  property or asset of any of them is subject,  (iii) is
prohibited by or requires any  Stockholder  or the Company to obtain or make any
consent, authorization,  approval, registration or filing under any requirement,
statute,  law, ordinance,  regulation,  rule,  judgment,  decree or order of any
court or governmental agency, board, bureau, body,  department or authority,  or
of any other person (including,  without limitation,  any party to any agreement
or arrangement  which any  Stockholder or the Company is a party or is otherwise




<PAGE>


bound), (iv) will cause any acceleration of the maturity of any note, instrument
or other  obligation  to which the Company is a party or by which the Company is
bound or with  respect to which the Company is an obligor or  guarantor;  or (v)
will  result  in  the  creation  or  imposition  of  any  lien,  claim,  charge,
restriction,  equity or encumbrance of any kind  whatsoever  upon or give to any
other  person any  interest  or right  (including  any right of  termination  or
cancellation)  in or with respect to any of the  properties,  assets,  business,
agreements or contracts of the Company.

          4.5 Financial Statements.

               (a)  Stockholders  have  delivered  to  Multi-Link  copies of the
          following financial statements:

                    (i) the unaudited  consolidated  and  consolidating  balance
               sheets of the Company  and its  consolidated  subsidiaries  as at
               December  31,  1997,  December 31, 1998 and December 31, 1999 and
               related  consolidated  and  consolidating  statements  of income,
               changes  in  stockholders'  equity  and cash flows for the fiscal
               years ended on those dates,  together with supporting  schedules;
               and

                    (ii) the unaudited  consolidated and  consolidating  balance
               sheets of the Company  and its  consolidated  subsidiaries  as at
               February 29, 2000 (the "Interim  Date") and related  consolidated
               and consolidating  statements of income, changes in stockholders'
               equity  and cash  flows  for the two  month  period  ended on the
               Interim Date (the "Interim Financial Statements").

               (b) All of the foregoing  financial  statements  are complete and
          correct in all material respects and present fairly and accurately the
          separate and consolidated  financial positions of the Company and each
          of its  consolidated  subsidiaries as at the respective  dates of such
          balance  sheets  and the  separate  and  consolidated  results  of the
          operations  and changes in financial  position of the Company and each
          of its consolidated subsidiaries for the respective periods then ended
          in conformity with generally accepted accounting principles applied on
          a basis consistent with that of the preceding periods; subject, in the
          case  of  the  Interim  Financial   Statements,   to  normal  year-end
          adjustments  consistent  with  prior  periods.  To the best of  Page's
          knowledge,  no uncollectible accounts receivable are reflected on such
          balance  sheets  without   provision  for  an  adequate   reserve  for
          uncollectible  amounts,  and  inventories  reflected  on such  balance
          sheets  represent only good and serviceable  items priced at the lower
          of cost  (first in,  first out method) or market  value with  adequate
          provision for obsolescence,  shrinkage,  excess quantities,  defective
          materials  and  deterioration.  As at the Interim  Date,  there was no
          liability  of any  nature or in any amount  that  should  properly  be
          reflected  or  reserved   against  in  a  balance  sheet  prepared  in
          conformity with generally accepted accounting  principles applied on a
          basis consistent with that of the preceding periods which is not fully
          reflected or reserved against in the consolidated balance sheet of the
          Company  and  its  consolidated  subsidiaries  which  is a part of the
          Interim Financial Statements (the "Interim Balance Sheet").

          4.6 No Undisclosed  Liabilities,  Etc. Since the Interim Date,  except
for the transactions contemplated by this Agreement:

               (b) the Company has not  incurred  any  liability  or  obligation
          (absolute, accrued, contingent or otherwise) of any nature, other than
          liabilities  and  obligations  incurred  in  the  ordinary  course  of
          business consistent with past business practices;

               (c) all inventories acquired or produced by the Company have been
          acquired or produced in the ordinary  course of business in quantities
          that are not  materially  greater or less than those  required for the
          current  operation of their  respective  businesses  and, except for a
          reasonable   allowance  for  defective  materials  and  deterioration,
          consist of good and serviceable items; and

               (d) the Company has not acquired any material  amount of accounts
          receivable  that  are or are  believed  to be  uncollectible,  and the
          frequency and amounts of payments received by the Company with respect
          to the accounts  receivable  reflected on the Interim Balance Sheet do
          not, in retrospect,  render  inadequate the reserve for  uncollectible
          accounts set forth on the Interim Balance Sheet.


<PAGE>



          4.7 Absence of Certain Changes. Since the Interim Date, except for the
execution and delivery of this Agreement, the Company has not:

               (a) had any change in its  condition  (financial  or  otherwise),
          operations   (present   or   prospective),    business   (present   or
          prospective), properties, assets or liabilities, other than changes in
          the ordinary course of business, none of which, individually or in the
          aggregate, could have a material adverse effect on the Company, or its
          financial condition, operations or assets;

               (b) suffered any damage, destruction or loss of physical property
          (whether  or  not  covered  by  insurance)   materially  or  adversely
          affecting,  individually or in the aggregate, its condition (financial
          or otherwise) or operations (present or prospective);

               (c)  incurred or agreed to incur any  indebtedness  for  borrowed
          money;

               (d) paid or  obligated  itself to pay in excess of $25,000 in the
          aggregate for any fixed assets;

               (e)  suffered  any  substantial  loss or waived  any  substantial
          right;

               (f) sold,  transferred  or  otherwise  disposed  of, or agreed to
          sell,  transfer  or  otherwise  dispose  of, any assets or  properties
          material  to the  operations  of the  Company or having a fair  market
          value at the time of sale,  transfer or disposition of $10,000 or more
          in the  aggregate,  or  cancelled,  or agreed to cancel,  any debts or
          claims,  other than in the ordinary course of business consistent with
          past business practices;

               (g)  except as set  forth on the  Financing  Contracts  Schedule,
          mortgaged,  pledged  or  subjected  to  any  charge,  lien,  claim  or
          encumbrance,  or agreed to mortgage,  pledge or subject to any charge,
          lien, claim or encumbrance, any of its properties or assets;

               (h)  declared,  set  aside  or paid  any  dividend  or  made  any
          distribution  (whether in cash, property or stock) with respect to any
          of its capital stock or redeemed,  purchased or otherwise acquired, or
          agreed to redeem,  purchase or otherwise  acquire,  any of its capital
          stock;

               (i) except as set forth on the Employees Schedule,  increased, or
          agreed to increase, the compensation, bonuses or other compensation of
          any kind of any of its officers, employees,  consultants,  independent
          contractors  or  agents  over  the rate  being  paid to them as at the
          Interim Date, other than normal merit and/or cost-of-living  increases
          pursuant to customary  arrangements  consistently followed, or adopted
          or  increased  any  benefit  under  any  insurance,  pension  or other
          employee benefit plan, payment or arrangement made to, for or with any
          such officer, employee or agent;

               (j)  except  as set  forth on the  Material  Operating  Contracts
          Schedule, (aa) lost any major customer, knows of any potential loss of
          any major  customer,  or had any material order  cancelled or knows of
          any threatened cancellation of any material order; (bb) lost any major
          supplier, distributor,  licensee or licensor or knows of any potential
          loss  thereof,   or  had  any  material   contract  with  a  supplier,
          distributor, licensee or licensor cancelled or had an event of default
          declared   thereunder;   (cc)  been   advised  by   BellSouth  of  any
          circumstances  that could lead to the  termination of the  arrangement
          through  which the  Company  bills  certain  of its  customers  on the
          BellSouth  telephone bill; (dd) been advised of any circumstances that
          could  lead to  adverse  changes  in the  cost of its  interconnection
          arrangements  with BellSouth (or any other  carrier);  or (ee) made or
          permitted  any  material  amendment  or  termination  of any  material
          contract,  agreement or license to which it is a party,  other than in
          the  ordinary  course  of  business   consistent  with  past  business
          practices;

<PAGE>


               (k)  except  as set  forth  on the  Employees  Schedule,  had any
          resignation or termination of employment of any of its key officers or
          employees  or knows of any  impending  or  threatened  resignation  or
          termination of employment that would have a material adverse effect on
          its  operations  (present  or  prospective)  or  business  (present or
          prospective);

               (l) made any change in its accounting methods or practices; or

               (m) entered into or agreed to enter into any material transaction
          not in the  ordinary  course  of its  business  consistent  with  past
          business practices.

          4.8 Title to and Condition of Properties and Assets.

               (a) The  Company  has  good  and  marketable  title to all of its
          respective properties and assets, including,  without limitation,  (i)
          all those used in its business and (ii) those reflected in the Interim
          Balance Sheet, which assets and properties are subject to no mortgage,
          pledge,  conditional sales contract, lien, security interest, right of
          possession in favor of any third party,  claim, or other  encumbrance,
          agreement or arrangement, except (x) the lien of current taxes not yet
          due and payable,  and (y) as  reflected in an agreement  listed on the
          Financing  Contracts  Schedule.  The properties and assets used by the
          Company in its business are reflected in the Interim Balance Sheet.

               (b) The  properties  and assets of the  Company (i) are in a good
          state  of  repair  and  operating  condition,  ordinary  wear and tear
          excepted,  (ii) include all properties and assets necessary and useful
          to conduct the  business of the  Company,  (iii) are  suitable for the
          purposes for which they are presently used and (iv) are located at the
          principal  places  of  business  of  the  Company,  or at  such  other
          locations  as are  accounted  for  in the  books  and  records  of the
          Company.

          4.9 Leased  Property.  Set forth on the Material  Operating  Contracts
Schedule  is a listing  of all real  estate  owned by or  leased to the  Company
(collectively,  the "Real Properties"),  and all personal property leased to the
Company (collectively, "Leased Personal Property"), and with respect to the Real
Properties, the location of each property.

               (a)  Stockholders  have delivered or made available to Multi-Link
          (i) a copy of each deed or lease by which the Company  acquired  title
          to or its  interest  in the Real  Properties,  and (ii) a copy of each
          lease by  which  the  Company  acquired  its  interest  in the  Leased
          Personal Property, all of which documents are true and complete copies
          thereof as in effect on the date hereof.

               (b) The Company  has not  received  any  written  notice from any
          governmental agency,  board, bureau, body,  department or authority of
          any United States or foreign jurisdiction,  with respect to any of the
          Real  Properties.  There  is  no  easement,   right-of-way  agreement,
          license, sublease, occupancy agreement or like instrument with respect
          to any of the Real Properties.

               (c) Each lease  pursuant to which the  Company  leases any of the
          Real Properties or the Leased  Personal  Property is in full force and
          effect  and is valid and  enforceable  in  accordance  with its terms.
          There is no material  default by the Company under any such lease,  or
          any event that with  notice or lapse of time or both would  constitute
          such a default by the Company. To the best of Page's knowledge,  there
          is no material default under any such lease by any other party thereto
          or any  event  that  with  notice  or  lapse  of time  or  both  would
          constitute such a default thereunder.


<PAGE>


          4.10 Tax Matters.

               (a) All federal,  state,  local and foreign tax returns,  reports
          and statements  required to be filed by the Company have been properly
          and timely  filed with the  appropriate  governmental  agencies in all
          jurisdictions  in which  such  returns,  reports  and  statements  are
          required to be filed, and all Charges (as defined below) shown thereon
          to be due and  payable  have been paid  prior to the date on which any
          fine, penalty,  interest, late charge or loss may be added thereto for
          the nonpayment thereof, unless any such amounts are being contested in
          good faith by appropriate proceedings and an adequate reserve has been
          established  therefor on the Interim  Balance Sheet, or any such fine,
          penalty, interest, late charge or loss has been paid.

               (b) For  purposes  of this  Agreement,  "Charges"  shall mean all
          taxes,  levies,  imposts,  assessments and charges,  liens,  claims or
          encumbrances of any kind or nature whatsoever which are imposed by any
          governmental authority (whether federal,  state,  municipal,  local or
          foreign)  upon or relating to the Company,  or its assets or business,
          including,  without  limitation,  such  Charges  relating  to (i)  the
          Company's corporate existence, (ii) the Company's employees,  payroll,
          income  or gross  receipts,  (iii)  the  Company's  ownership,  use or
          operation  of  any of its  assets,  or  (iv)  the  Company's  business
          activities,  in each case including any and all fines, penalties, late
          charges, interest and penalties.

               (c) As of Closing,  the Company has paid when due and payable all
          Charges  required to be paid by it,  except  where  contested  in good
          faith, by appropriate proceedings,  if adequate reserves therefor have
          been   established  on  the  Interim  Balance  Sheet  and  where  such
          nonpayment would not have a material adverse effect on the Company, or
          its financial condition, operations or assets. The tax reserves in the
          Interim Balance Sheet are sufficient for all unpaid  Charges,  whether
          or not disputed.

               (d) No tax return of the Company is  currently  being  audited by
          the  Internal  Revenue  Service  ("IRS").  No issue has been raised or
          settled in any audit of any of the tax returns of the Company that, by
          application  of similar  principles,  reasonably  may be  expected  to
          result in an assertion of a deficiency  for any other taxable year not
          yet  examined.  The Company has not settled,  issued or entered into a
          closing  agreement  with respect to any tax year for which an audit or
          examination  has  been  concluded  that,  by  application  of  similar
          principles,  reasonably  may  be  expected  to  result  in a  material
          deficiency  for any other  taxable year not so  examined.  There is no
          issue known to Page or the Company  relating to any Charge (federal or
          otherwise)  that, if determined  adversely to the Company would result
          in the assertion of any material  deficiency for any taxable year that
          has not been accrued on the Interim Balance Sheet.

               (e) The  Company  has not  executed  or filed with the IRS or any
          other   governmental   authority  any  agreement  or  other   document
          extending,  or  having  the  effect  of  extending,   the  period  for
          assessment or collection of any Charge.

               (f) The  Company  has not filed a  consent  pursuant  to  Section
          341(f) of the Code,  or agreed to have  Section  341(f)(2) of the Code
          apply to any  disposition  of  subsection  (f) assets (as such term is
          defined in Section  341(f)(4)  of the Code).  The Company has not made
          any payment, is not obligated to make any payment,  and is not a party
          to any agreement that could under certain circumstances obligate it to
          make any payment,  that will not be  deductible  under Section 280G of
          the Code.  The Company has  disclosed  on its federal and state income
          tax  returns all  positions  taken  thereon  that could give rise to a
          substantial understatement of federal income tax within the meaning of
          Section 6661 of the Code or any state counterpart thereto.



<PAGE>


               (g) None of the property  owned by the Company is property  which
          the Company is  required  to treat as being owned by any other  person
          pursuant  to the  provisions  of  Section  168(f)(8)  of the  Internal
          Revenue Code 1954, as amended,  and in effect immediately prior to the
          enactment  of  the  Tax  Reform  Act of  1986  or is  "tax-exempt  use
          property" within the meaning of Section 168(h) of the Code.

               (h) The  Company  has not  agreed  or been  required  to make any
          adjustment  under Section  481(a) of the Code by reason of a change in
          accounting  method  initiated by the  Company,  and the Company has no
          knowledge that the IRS or any governmental  authority has proposed any
          such adjustment or change in accounting methods.

               (i) The Company has no  obligation  under any written tax sharing
          agreement of any kind or nature  whatsoever.  No power of attorney has
          been  granted by the Company  with  respect to any matter  relating to
          Charges which is currently in force.

          4.11 Contracts.

               (a)  Except as set forth in the  various  schedules  hereto,  the
          Company is not a party to any written, oral or other:

                    (i) contract with any labor union;

                    (ii) employment or consultant contract or other contract for
               services;

                    (ii) lease, as lessor, with respect to any property, real or
               personal;

                    (iv)  loan   agreement   or   instrument   relating  to  any
               indebtedness;

                    (v) contract of purchase or sale, other than entered into in
               the ordinary  course of business  consistent  with past  business
               practices;

                    (vi) contract with any agent, dealer, distributor, supplier,
               licensor or licensee;

                    (vii) letter of credit, guarantee or performance bond;

                    (viii) contract or agreement  restricting the ability of any
               person from freely engaging in any business or competing anywhere
               in the world;

                    (ix)  contract not made in the  ordinary  course of business
               consistent with past business practices;

                    (x) contract, except immaterial contracts not involving more
               than $5,000 and which can be terminated at any time without cost;
               or

                    (xi) material contract with any governmental authority.

               (b)  Each  contract  or other  agreement  listed  in the  various
          schedules  hereto  is in  full  force  and  effect  and is  valid  and
          enforceable by the Company, in accordance with its terms.  Neither the
          Company  nor any other  party is in default in the  observance  or the
          performance  of any term or obligation to be performed by it under any
          contract  listed  in the  various  schedules.  To the  best of  Page's
          knowledge, no other person is in material default in the observance or
          the  performance of any term or obligation to be performed by it under
          any contract  listed on the various  schedules.  There is no currently
          outstanding  bid or  contract  proposal  which  has  been  made by the
          Company  that,  if  accepted  or entered  into,  could  reasonably  be
          expected to result in a loss to the Company.


<PAGE>


               (c)  Stockholders  have delivered or made available to Multi-Link
          true and  complete  copies  of all  contracts  listed  on the  various
          schedules as in effect on the date hereof.

          4.12 Litigation. Except as set forth on the Litigation Schedule, there
are no  actions,  suits,  proceedings  or  investigations,  either  at law or in
equity, or before any commission or other administrative authority in the United
States  or  foreign  jurisdiction,  of any kind now  pending  or, to the best of
Page's knowledge, threatened or proposed in any manner or, to the best of Page's
knowledge,  any circumstances  which could reasonably form the basis of any such
action, suit, proceeding or investigation, involving Page, the Company or any of
their  respective  properties  or  assets.  There is no  arbitration  proceeding
pending  or, to the best of Page's  knowledge,  threatened  or  proposed  in any
manner  involving  Page,  the Company or any of their  respective  properties or
assets.  Neither  Page,  the Company,  nor any of their  properties or assets is
subject to any judicial,  administrative or arbitration related judgment, order,
decree, restraint or settlement.

          4.13 Patents and Trademarks.

               (a) The Company  does not own or license  any patent,  copyright,
          registered trademark or trade name.

               (b) Page has no  knowledge  of any  potential  claim  against the
          Company of infringement  of any patent,  copyright,  trademark,  trade
          name,  know-how,  trade secret or other proprietary right of any other
          person.

          4.14  Compliance  with Laws.  The Company has complied  with and is in
compliance  with  all  federal,   state,  local  and  foreign  statutes,   laws,
ordinances,  regulations,  rules, judgments, orders and decrees applicable to it
or any of its properties,  assets, operations and businesses, and there does not
exist any basis for any claim of default under or violation of any such statute,
law,  ordinance,  regulation,  rule,  judgment,  order or  decree,  except  such
defaults  or  violations  or such  bases  for any  claims  of such  defaults  or
violations,  if any,  that in the  aggregate do not and will not have a material
adverse effect on the Company, or its financial condition, operations, assets or
prospects.  The Company has not  received  any  opinion or  memorandum  or legal
advice from any legal  counsel to the effect that it is exposed to any liability
or disadvantage that is or may be material to the Company.

          4.15  Governmental  Authorizations  and  Regulations.  The Company has
obtained all licenses, franchises, permits and other governmental authorizations
required  to be  obtained  by  the  Company  in  connection  with  its  business
operations,  and the ownership and use of its assets and properties, the absence
of any of which  could have a material  adverse  effect on the  Company,  or its
financial  condition,  operations  or assets.  The Company has complied with all
such licenses,  franchises, permits and other governmental authorizations in all
material  respects.  Such licenses,  franchises,  permits and other governmental
authorizations  are valid,  and the Company has not received any notice that any
governmental  authority  intends  to  cancel,  terminate  or not  renew any such
license, franchise, permit or other governmental authorization.

          4.16 Securities Matters. The Company has not ever purchased, issued or
sold any security in violation of any federal, state or foreign securities laws.

          4.17  Employees;  Labor  Matters;  Employee  Benefit Plans and Related
Matters.

               (a)  Employees.  Set forth on the  Employees  Schedule is a true,
          correct and  complete  list of all  employees of the Company as of the
          date hereof.  Except as set forth on the Employees  Schedule,  none of
          such  employees  has any  employment  or  similar  agreement  with the
          Company.  Except as set forth on the Employees Schedule,  there are no
          employees whose  employment with the Company has been terminated on or
          after January 1, 2000, whether or not such termination will have taken
          effect as of the Closing  Date.  Except as set forth on the  Employees
          Schedule,  the Company is not obligated to pay any employee  severance



<PAGE>


          or other similar benefits with respect to such employee's  termination
          of  employment,  nor does the  Company  have  any  agreement  or other
          arrangement with any employee (whether or not terminated) with respect
          to the payment of severance or other similar  benefits.  Except as set
          forth on the  Employees  Schedule,  all  employees  of the Company are
          terminable at will.

               (b) Labor Matters.  There have not been any unfair labor practice
          complaints,  labor difficulties or troubles, or work stoppages, or, to
          the best knowledge of Page, threats thereof,  affecting or which could
          potentially affect any of the Company's activities. The Company has no
          collective  bargaining or union  contracts or  agreements  and, to the
          best  knowledge of Page,  there is no union campaign  presently  being
          conducted  to  solicit  employees  to  authorize  a union to request a
          National Labor Relations Board certification  election with respect to
          any of the Company's employees.

               (c) Pension Benefit Plans  Generally.  Except as set forth on the
          Benefits Plan Schedule  (collectively,  the "Plans"), the Company does
          not  sponsor,  maintain or  contribute  to any plan  program,  fund or
          arrangement that  constitutes an "employee  pension benefit plan," nor
          does the Company have any obligation to contribute to or accrue or pay
          any benefits  under any deferred  compensation  or retirement  funding
          arrangement  on behalf of any  employee  or  employees  (such as,  for
          example, and without limitation,  any individual retirement account or
          annuity,  any  "excess  benefit  plan"  (within the meaning of Section
          3(36) of the  Employee  Retirement  Income  Security  Act of 1974,  as
          amended   ("ERISA"))  or  any  non-qualified   deferred   compensation
          arrangement).  For the purposes of this Agreement,  the term "employee
          pension  benefit  plan"  shall have the same  meaning as is given that
          term in  Section  3(2)  of  ERISA.  The  Company  has  not  sponsored,
          maintained or contributed to any employee  pension  benefit plan other
          than the Plans,  nor is the  Company  required  to  contribute  to any
          retirement  plan (other than the Plans)  pursuant to the provisions of
          any  collective  bargaining  agreement   establishing  the  terms  and
          conditions  or   employment   of  any  of  the  Company's   employees.
          Stockholders  have delivered or made available to Multi-Link  true and
          complete copies of the Plans.

               (d) ERISA Title IV  Considerations.  The Company is not now,  nor
          can it become,  liable to the Pension Benefit Guaranty  Corporation or
          to  any  multi-employer   employee  pension  benefit  plan  under  the
          provisions of Title IV of ERISA or otherwise.

               (e) The Qualified Plans.

                    (1) Qualified  Status.  The Plans are qualified plans within
               the  meaning  of  Section  401(a)  of the  Code  and all  funding
               vehicles  (trusts or  otherwise) in which assets of either of the
               Plans are held are exempt from federal income  taxation  pursuant
               to the provisions of Section 501(a) of the Code.

                    (2) Determination  Letters. The Internal Revenue Service has
               issued  favorable  letters of  determination  with respect to the
               qualified  status of each of the Plans,  as amended to date. With
               respect to each of the Plans,  the Internal  Revenue  Service has
               not revoked any prior favorable  determination letter, refused to
               rule on a application  for a  determination  or opinion letter or
               otherwise  proposed  or  threatened  to revoke any  determination
               letter or to deny the qualified status of either of the Plans.

                    (3) Maximum  Limitations.  All annual additions  credited to
               the  accounts  of each of the  participants  under  the  Plans is
               within the applicable limitations set forth at Section 415 of the
               Code.

               (f) The Profit Sharing Plan.

                    (1)  Multi-Employer  Plan.  The  Profit-Sharing  Plan  is  a
               "multi-  employer  plan"  within the  meaning  of either  Section
               3(37)(A) or 4001(a)(3) of ERISA.


<PAGE>


                    (2)  Minimum   Funding   Standard   Account.   There  is  no
               accumulated  funding deficiency within the meaning of Section 412
               of the Code with  respect  to the  Profit-Sharing  Plan,  nor has
               there  been  issued  either a variance  or waiver of the  minimum
               funding  standard  imposed  by  the  Code  with  respect  to  the
               Profit-Sharing Plan.

               (g) Common-Control  Enterprises.  The Company has not at any time
          formed,  with any  other  entity a  controlled  group of  corporations
          within the meaning of Section  414(b) of the Code or a group of trades
          or  businesses  under  common  control  within the  meaning of Section
          414(c) of the Code.

               (h) Prohibited  Transactions.  The Company has not engaged in any
          transaction with respect to the assets of any employee benefit plan by
          reason of which the  Company  is or could be subject to (i) the excise
          taxes imposed by Sections 4971 through 4980B of the Code or (ii) civil
          liability under Section 502(i) of ERISA.

               (i) Employee Benefit Plan Claims Liability. Page has no knowledge
          of any action,  claim or demand of any kind brought or  threatened  by
          any potential  claimant or  representative  of such claimant under any
          employee benefit plan where the Company or Multi-Link  (after Closing)
          may be (i) liable  directly  on such  action,  claim or  demand,  (ii)
          liable over to another party in connection with such action,  claim or
          demand or (iii) obligated to indemnify any person, group of persons or
          entity with respect to such action, claim or demand.  Neither Page nor
          the Company have any knowledge of any  investigation  or proceeding by
          any governmental agency or  quasi-governmental  agency with respect to
          any employee benefit plan sponsored or maintained by the Company.

               (j) Reporting and Disclosure.  The Company has filed or caused to
          be filed on a timely basis every return,  report,  statement,  notice,
          declaration and other document required by any federal, state or local
          government agency (including, without limitation, the Internal Revenue
          Service,  the United States  Department of Labor,  the Pension Benefit
          Guaranty  Corporation and the Securities and Exchange Commission) with
          respect to each employee  benefit plan  sponsored or maintained by the
          Company. The Company is in substantial compliance with all disclosures
          to  employees  and  beneficiaries  required  under  ERISA,  including,
          without  limitation,  timely distribution of summary plan descriptions
          and summary annual reports.

               (k) No Stock  Option  Arrangements.  The Company does not sponsor
          any stock  option plan and has not granted any option  under any stock
          option arrangement for the benefit of any employee or former employee.

               (l) Other Employee Benefit Plans and Arrangements.  Except as set
          forth  on the  Employees  Schedule,  the  Company  does  not  sponsor,
          maintain,  support,  nor is it  otherwise  a party  to,  or  have  any
          liability under any plan,  program,  fund,  arrangement or contractual
          undertaking,  whether  for the benefit of a single  individual  or for
          more than one individual,  and whether or not funded,  which is in the
          nature of (i) an  employee  pension  benefit  plan,  (ii) an  employee
          welfare  benefit  plan (as defined in Section  3(1) of ERISA) or (iii)
          any  incentive  or other  benefit  arrangement  for  employees,  their
          dependents and/or their beneficiaries.

          4.18  Certain  Transactions.  Except  as set  forth  on  the  Material
Operating Contracts Schedule,  there is no agreement in effect, and no agreement
now  proposed,  to which  the  Company  is or is to be a party  and in which any
current or former shareholder, director, officer, employee, consultant, agent or
independent contractor of the Company or any Affiliate (as defined below) of any
of the foregoing has, or is to have, a direct or indirect interest.

<PAGE>


          4.19 Books and Records;  Accounting  Practices.  The Company makes and
keeps  accurate  books  and  records  reflecting  its  assets,   properties  and
operations,  and maintains internal  accounting controls that provide reasonable
assurance that (i)  transactions are executed with  management's  authorization,
(ii)  transactions  are  recorded  as  necessary  to permit  preparation  of the
Company's financial statements and to maintain accountability for the assets and
properties  of the  Company,  (iii)  access  to the  assets  of the  Company  is
permitted  only in  accordance  with  management's  authorization  and, (iv) the
reported accounting of the assets and properties of the Company is compared with
existing  assets at reasonable  intervals.  The books and records of the Company
are true, complete and accurate in all material respects, and are located at the
Company's principal places of business.

          4.20 Minute Books. The Company's  minute books contain true,  complete
and  accurate  records  of all  meetings  and  other  corporate  actions  of its
shareholders and board of directors and committees thereof.

          4.21  Insurance.  All  properties  and  operations  of the Company are
insured for its benefit,  in amounts  reasonably deemed adequate by its board of
directors  or officers,  against all risks  usually  insured  against by persons
operating similar  properties or conducting similar operations in the localities
where such  properties are located or such  operations are conducted under valid
and enforceable policies issued by insurers of recognized  responsibility.  Page
has delivered or made  available to Multi-Link  true and complete  copies of all
such  insurance  policies  as in effect  on the date  hereof as set forth on the
Insurance Policies Schedule.

          4.22  Bank  Accounts;  Powers of  Attorney.  The  Financing  Contracts
Schedule sets forth (i) the name of each bank, brokerage firm or other person or
entity in which or with whom the  Company has an  account,  safe  deposit box or
funds or property  being held,  and the names of all persons  authorized to draw
thereon or to have access  thereto,  and (ii) the names of all persons,  if any,
holding powers of attorney from the Company and a summary statement of the terms
thereof.

          4.23  Brokers.  Neither  the Company  nor Page,  nor anyone  acting on
behalf of the Company or Page has  employed  any  financial  advisor,  broker or
finder or incurred  any  liability  for any  financial  advisory,  brokerage  or
finder's fee or commission in connection with this Agreement or the transactions
contemplated  hereby  for  which  Multi-Link  or the  Company  may in any way be
liable.

          4.24  Investment  Representations.  Page has sufficient  knowledge and
experience in business and financial matters to evaluate the merits and risks of
an investment in Multi-Link  Common Stock.  Page  understands that the shares of
Multi-Link Common Stock have not been registered under the Securities Act or any
state  securities  law in  reliance on an  exemption  therefrom  for  non-public
offerings  and  further  understands  that such  shares  have not be approved or
disapproved by the United States Securities and Exchange Commission (the "SEC"),
or any other federal or state agency.

               (a) Page is acquiring  shares of Multi-Link  Common Stock for his
          own account,  for investment purposes only, and not with a view to the
          sale or other distribution  thereof, in whole or in part, and is aware
          that there are substantial restrictions on the transferability of such
          shares;  Page  must bear the  economic  risk of an  investment  in the
          shares for an  indefinite  period of time  because the shares have not
          been  registered  under the Securities Act and,  therefore,  cannot be
          sold unless they are subsequently  registered under the Securities Act
          or an exemption  from such  registration  has been  established to the
          satisfaction  of  Multi-Link  (which may require an opinion of counsel
          acceptable to  Multi-Link);  Page has no right to compel  registration
          under the Securities Act except as provided in Section 9 hereof.

               (b) Page is an "accredited investor" as defined in the Securities
          Act.

          4.25  No  Untrue  Statements.  No  statement  by Page  and no  written
information contained in this Agreement, any material delivered to Multi-Link or
any  certificate or other document  furnished by Page or any officer,  employee,
counsel,  representative  or other  agent of Page or the  Company to  Multi-Link
pursuant  to  or  in  connection   with  this  Agreement  and  the   transaction
contemplated hereby, contains or will contain any untrue statement of a material
fact, or omit or will omit to state a material  fact  necessary in order to make
the statements therein contained not misleading.  There is no fact that affects,
or in the future might reasonably be expected to affect, adversely the condition
(financial or otherwise), operations (present or prospective), business (present
or  prospective),  properties,  assets  or  liabilities  of the  Company  in any
material  respect  that is not set  forth  in this  Agreement  or the  schedules
hereto.

<PAGE>


     4A. Representations and Warranties by Mays. Mays represents and warrants to
Multi-Link as follows:

     4A.1 Stock Ownership. Mays owns all of the issued and outstanding shares of
Common Stock in the amount set forth opposite his name in Section 1 hereof, free
and clear of all liens, claims, charges, restrictions, equities and encumbrances
of any kind or nature  whatsoever,  and Mays has full  power and legal  right to
sell, assign, transfer and deliver such shares of Common Stock to Multi-Link.

     4A.2 Leased Property.  The Company's lease of Real Property with Mays is in
full force and effect and is valid and enforceable in accordance with its terms.
There is no  material  default by the  Company  or Mays,  or any event that with
notice or lapse of time or both would  constitute  such a default by the Company
or Mays, under such lease.

     4A.3 Brokers.  Neither the Company nor Mays, nor anyone acting on behalf of
the Company or Mays has  employed  any  financial  advisor,  broker or finder or
incurred any liability for any financial advisory,  brokerage or finder's fee or
commission in connection  with this Agreement or the  transactions  contemplated
hereby for which Multi-Link or the Company may in any way be liable.

     4A.4  Investment   Representations.   Mays  has  sufficient  knowledge  and
experience in business and financial matters to evaluate the merits and risks of
an investment in Multi-Link  Common Stock.  Mays  understands that the shares of
Multi-Link Common Stock have not been registered under the Securities Act or any
state  securities  law in  reliance on an  exemption  therefrom  for  non-public
offerings  and  further  understands  that such  shares  have not be approved or
disapproved by the SEC or any other federal or state agency.

               (a) Mays is acquiring  shares of Multi-Link  Common Stock for his
          own account,  for investment purposes only, and not with a view to the
          sale or other distribution  thereof, in whole or in part, and is aware
          that there are substantial restrictions on the transferability of such
          shares;  Mays  must bear the  economic  risk of an  investment  in the
          shares for an  indefinite  period of time  because the shares have not
          been  registered  under the Securities Act and,  therefore,  cannot be
          sold unless they are subsequently  registered under the Securities Act
          or an exemption  from such  registration  has been  established to the
          satisfaction  of  Multi-Link  (which may require an opinion of counsel
          acceptable to  Multi-Link);  Mays has no right to compel  registration
          under the Securities Act except as provided in Section 9 hereof.

               (b) Mays is an "accredited investor" as defined in the Securities
          Act.

     4A.5 No Untrue Statements.  No statement by Mays and no written information
contained  in this  Agreement,  any  material  delivered  to  Multi-Link  or any
certificate or other document  furnished by Mays or any counsel,  representative
or other  agent of Mays to  Multi-Link  pursuant to or in  connection  with this
Agreement and the transaction  contemplated hereby, contains or will contain any
untrue  statement of a material  fact, or omits or will omit to state a material
fact necessary in order to make the statements therein contained not misleading.

     5. Representations and Warranties by Multi-Link.  Multi-Link represents and
warrants to the Stockholders as follows:

          5.1 Corporate  Organization.  Multi-Link  is a corporation  organized,
validly  existing and in good  standing  under the laws of the State of Colorado
and has the corporate  power and authority to carry on its business as now being
conducting by it and to acquire and own the Common Stock.



<PAGE>


          5.2  Authorization  of Agreement;  No Violation.  Multi-Link  has duly
authorized  the  execution,  delivery and  performance of this Agreement and the
transactions contemplated hereby. Neither the execution, delivery or performance
of this Agreement by Multi-Link or the  consummation of any of the  transactions
contemplated  hereby  (i)  will  violate  or  conflict  with  any  provision  of
Multi-Link's organizational documents or (ii) will result in any material breach
of or default  under any  provision  of any contract or agreement of any kind to
which  Multi-Link  is a party or by which  Multi-Link  is bound or to which  the
properties or assets of Multi-Link are subject.

          5.3  Litigation.   There  are  no  actions,   suits,   proceedings  or
investigations,  either at law or in equity,  or before any  commission or other
administrative  authority in the United States or foreign  jurisdiction,  of any
kind now pending or, to  Multi-Link's  knowledge,  threatened or proposed in any
manner or, to Multi-Link's  knowledge,  any circumstances which could reasonably
form the basis of any such action, suit, proceeding or investigation,  involving
Multi-Link  or  any  of  its  properties  or  assets.  There  is no  arbitration
proceeding pending or, to Multi-Link's knowledge,  threatened or proposed in any
manner involving Multi-Link. Neither the Company, any subsidiary of the Company,
nor  any  of  their   properties  or  assets  is  subject  to  any  judicial  or
administrative judgment, order, decree or restraint.

          5.4  Investment  Representation.  Multi-Link  is acquiring  the Common
Stock for investment and not with a view to the distribution thereof or dividing
all or any part of its interest therein with any other person.

          5.5  Securities  Matters.  Multi-Link  has filed all reports  required
under the  Securities  Act and the  Securities  Exchange Act of 1934, as amended
(the "Exchange  Act") in connection  with the  registration  of its common stock
(the "SEC Reports").

               (a) As of their dates,  the SEC Reports  complied in all material
          respects with the  requirements  of the Securities Act or the Exchange
          Act, as the case may be, and, at the respective times they were filed,
          none of the SEC Reports  contained any untrue statements of a material
          fact or omitted to state a material fact required to be stated therein
          or  necessary  to  make  the  statements  therein,  in  light  of  the
          circumstances under which they were made, not misleading.

               (b) The consolidated  financial  statements  (including,  in each
          case,  any notes  thereto) of  Multi-Link  included in the SEC Reports
          complied  as  to  form  in  all  material   respects  with  applicable
          accounting requirements in the published rules of the SEC with respect
          thereto,   were  prepared  in  accordance   with  generally   accepted
          accounting  principles  ("GAAP")  except  in  the  case  of  unaudited
          statements  (as  permitted  by Form 10- QSB of the SEC),  applied on a
          consistent  basis  during  the  periods  involved  (except  as  may be
          indicated  therein or in the notes thereto) and present fairly (in all
          material respects) in accordance with GAAP the consolidated  financial
          position of Multi-Link  and its  consolidated  subsidiaries  as at the
          respective  dates  thereof  and  the  consolidated  results  of  their
          operations  and their  consolidated  cash flows for the  periods  then
          ended  (subject,  in the case of  unaudited  statements,  to any other
          adjustments described therein and normal year-end audit adjustments).

          5.6 No Untrue Statements. No statement by Multi-Link contained in this
Agreement  and no  written  statement  contained  in any  certificate  or  other
document furnished by any officer,  employee,  counsel,  representative or other
agent of  Multi-Link  to  Stockholders  pursuant to or in  connection  with this
Agreement  contains or will contain any untrue  statement of a material fact, or
omits  or will  omit to state a  material  fact  necessary  in order to make the
statements therein contained not misleading.

     6.  Covenants  of  Stockholders.   Stockholders  covenant  and  agree  with
Multi-Link as follows:

          6.1 Due  Diligence.  From and after  the date  hereof  until  Closing,
Stockholders  will cause the Company to give to Multi-Link and to its agents and
representatives   (including,   but  not  limited  to,   accountants,   lawyers,
consultants and appraisers) full and complete access during normal working hours
to any and all of the properties,  assets, books, records and other documents of
the  Company to enable  Multi-Link  to make such  examination  of the  business,
properties, assets, environmental matters, books, records and other documents of
the Company as Multi-Link may determine, and Stockholders will furnish, and will
cause the Company to furnish, to Multi-Link, such information and copies of such


<PAGE>



documents and records as Multi-Link  shall reasonably  request.  As part of such
examination,  Multi-Link may make such inquiries of such persons having business
relationships  with the  Company  (including,  but not  limited  to,  suppliers,
licensees,  distributors  and  customers)  as  Multi-Link  shall  determine  and
Stockholders  shall  cooperate  fully,  and  shall  cause the  Company,  and its
respective directors,  officers, employees,  consultants and agents to cooperate
fully with Multi-Link in connection therewith.

          6.2 Conduct of Business  Pending  Closing.  From the date hereof until
the Closing, except as consented to by Multi-Link in writing in advance:

                    (i)  Stockholders  will  cause the  Company  to carry on its
               business  and  operations  in a good and diligent  manner,  on an
               arm's-length basis, in accordance with all applicable laws, rules
               and regulations, and substantially in the manner carried on as of
               the date hereof;

                    (ii)  Stockholders will not permit the Company to approve or
               enter  into any  agreement,  transaction  or  other  arrangement,
               whether oral or written, involving an expenditure of greater than
               $10,000 in a single  transaction  or series of  transactions,  or
               which is not  cancelable  by the  Company at any time at no cost,
               except for such  agreements,  transactions or other  arrangements
               routinely  entered into by the Company in the ordinary  course of
               business consistent with past business practices;

                    (iii) Stockholders will not permit the Company to enter into
               any  agreement,  transaction  or other  arrangement  involving  a
               capital expenditure exceeding $10,000;

                    (iv) Stockholders will not permit the Company to acquire (in
               any manner whatsoever,  whether by purchase, lease or otherwise),
               or  sell,  assign,  transfer,   lease,  pledge,   hypothecate  or
               otherwise dispose of or encumber, any assets or properties or any
               interests therein;

                    (v)  Stockholders  will not permit the  Company to  declare,
               authorize or pay any  distribution,  dividend or other payment to
               its shareholders;

                    (vi) Stockholders will not permit the Company to issue, sell
               or otherwise dispose of or redeem,  purchase or otherwise acquire
               any of its securities,  including,  without  limitation,  capital
               stock, options, warrants or debt instruments;

                    (vii)  Stockholders  will not permit  the  Company to pay or
               obligate itself to pay any compensation, commission, bonus, other
               compensation  or other type of payment to any director,  officer,
               employee,  agent,  consultant,  or independent  contractor of the
               Company  except  for the  regular  compensation  and  commissions
               payable to such director, officer, employee, agent, consultant or
               independent  contractor at the rate in effect on the date of this
               Agreement,  or  enter  into  any  new or  modified  agreement  or
               arrangement with such parties;

                    (viii)  Stockholders  will cause each of the  Company to use
               its best efforts to preserve its business organization intact, to
               keep  available to  Multi-Link  the services of its employees and
               independent  contractors  and  to  preserve  for  Multi-Link  its
               relationships with suppliers, licensees, distributors,  customers
               and others having business relationships with it;

                    (ix)  Stockholders  will not permit the Company to amend its
               Certificate of Incorporation or Bylaws;

                    (x)  Stockholders  will not permit the  Company to engage in
               any activity or transaction  other than in the ordinary course of
               business consistent with past business practices;



<PAGE>


                    (xi) Stockholders will promptly notify Multi-Link in writing
               of the receipt of any written  notice or written claim of default
               or breach by Stockholder or of any termination or cancellation or
               written  threat of termination  or  cancellation  of any material
               contract to which the Company is a party;

                    (xii)  Stockholders  will promptly notify  Multi-Link of any
               loss of or damage to any portion of the assets or  properties  of
               the Company;

                    (xiii)  Stockholders  will cause the  Company to continue to
               maintain  all of its usual  books  and  records  in the  ordinary
               course of business consistent with past business practices;

                    (xiv)  Stockholders  will not  permit  the  Company to take,
               suffer or permit any action which is within Stockholders' control
               which  would  render   untrue,   in  any  respect,   any  of  the
               representations  or warranties of Stockholders  contained herein,
               or omit to take any action,  the  omission of which would  render
               untrue any such representation or warranty; and

                    (xv)  Without  limiting  the  foregoing,  Stockholders  will
               consult with Multi-Link  regarding all significant  developments,
               transactions and proposals relating to the business or operations
               or any of the assets or liabilities of the Company.

          6.3 [Intentionally Blank]

          6.4 Indemnification by Page. Page agrees to indemnify, defend and hold
Multi-Link,  its Affiliates and their respective  members,  managers,  partners,
venturers,   shareholders,   directors,   officers,  employees,  spouses,  legal
representatives,   agents,   successors  and  assigns  ("Multi-Link  Indemnified
Parties")  harmless  from and against any and all  claims,  judgments,  damages,
penalties,  fines, costs,  liabilities,  losses or expenses (including,  without
limitation,  reasonable attorneys' fees and expenses)  (collectively,  "Losses")
incurred  by  any  Multi-Link   Indemnified  Party  arising  from,  directly  or
indirectly relating to or based upon any of the following matters:

               (a) any fraud,  intentional  misrepresentation or a deliberate or
          willful   breach  by  Page  or  the   Company   of  their   respective
          representations,  warranties or covenants  under this  Agreement or in
          any certificate, schedule or exhibit delivered pursuant hereto;

               (b)   any   other   inaccuracy,   untruth   or   breach   of  any
          representation, warranty or covenant of Page or the Company under this
          Agreement  or  in  any  certificate,  schedule  or  exhibit  delivered
          pursuant  hereto,  or by reason  of any  claim,  action or  proceeding
          asserted or instituted relating to any matter or thing constituting an
          inaccuracy, untruth or breach of such representations,  warranties, or
          covenants; or

               (c) the  Company's  operation of its business on and prior to the
          Closing Date,  including,  without  limitation all employment  related
          matters,  including,   without  limitation,  (i)  maintenance  of  all
          employee  benefit  plans  and  policies,  if any,  (ii)  provision  of
          employee benefits,  if any, and (iii) violations by the Company of the
          Consolidated Omnibus Budget  Reconciliation Act of 1985, as amended by
          the Internal Revenue Code of 1986, as amended, the Employee Retirement
          Income Security Act of 1975, as amended, and the Public Health Service
          Act, as amended.

          6.4A  Indemnification  by Multi-Link.  Multi-Link agrees to indemnify,
defend  and hold  Stockholders,  their  respective  Affiliates,  spouses,  legal
representatives,   agents,  successors  and  assigns  ("Stockholder  Indemnified
Parties")  harmless  from  and  against  any  and  all  Losses  incurred  by any
Stockholder  Indemnified Party arising from,  directly or indirectly relating to
or based upon any of the following matters:

               (a) any fraud,  intentional  misrepresentation or a deliberate or
          willful breach by Multi-Link or any of its representations, warranties
          or covenants under this Agreement or in any  certificate,  schedule or
          exhibit delivered pursuant hereto; or


<PAGE>


               (b)   any   other   inaccuracy,   untruth   or   breach   of  any
          representation,   warranty  or  covenant  of  Multi-Link   under  this
          Agreement  or  in  any  certificate,  schedule  or  exhibit  delivered
          pursuant  hereto,  or by reason  of any  claim,  action or  proceeding
          asserted or instituted relating to any matter or thing constituting an
          inaccuracy, untruth or breach of such representations,  warranties, or
          covenant.

          6.4B  Limitations  on  Indemnification  by Page.  Notwithstanding  the
provisions of Section 6.4 hereof, the rights of Multi-Link  Indemnified  Parties
to  indemnification  under  Section  6.4  shall  be  subject  to  the  following
limitations and other provisions:

               (a)  no  indemnification  shall  be  payable  to  any  Multi-Link
          Indemnified  Party unless the total of all claims for  indemnification
          shall exceed  $10,000 in the  aggregate,  whereupon the full amount of
          such claims (to the first dollar) shall be  recoverable  in accordance
          with the terms hereof.

               (b)  No   indemnification   shall  be  payable  to  a  Multi-Link
          Indemnified  Party  with  respect  to any claim  after the date of the
          report of the independent  auditors of the Company for the fiscal year
          ended September 30, 2000 (the "Indemnity Cut-off Date").

               (c) The aggregate liability of Page pursuant to Section 6.4 shall
          be limited to the recovery by the Multi-Link Indemnified Parties of up
          to 40,000  shares of  Multi-Link  Common Stock issued  pursuant to the
          Agreement.  If Page  shall be  obligated  to  reimburse  a  Multi-Link
          Indemnified  Party  pursuant to the  provisions of Section 6.4 hereof,
          such reimbursement shall be paid by Page delivering to such Multi-Link
          Indemnified  Party such number of shares of Multi-Link Common Stock as
          shall  equal  the  amount  payable  pursuant  to  the  indemnification
          provisions of Section 6.4 hereof (with each share of Multi-Link Common
          Stock delivered to pay such indemnification  claim to be valued at the
          closing bid price per share of Multi-Link  Common Stock as reported by
          the  NASDAQ  Market  on the  date  of  Closing).  Stockholders  hereby
          authorize Multi-Link to direct its transfer agent to adjust the number
          of shares owned by Stockholders to the extent and in the circumstances
          provided in this Section 6.4B.

               (d) In no  event  shall  Page be  liable  for  loss  of  profits,
          goodwill  or other  special or  consequential  damages  suffered  by a
          Multi-Link  Indemnified  Party whether or not the  possibility of such
          damages could have been reasonably foreseen by Page.

          6.4C Limitations on Indemnification by Multi-Link. Notwithstanding the
provisions of Section 6.4A hereof, the rights of Stockholder Indemnified Parties
to  indemnification  under Section 6.4A hereof shall be subject to the following
limitations and other provisions:

               (a) No  indemnification  shall  be  payable  to  any  Stockholder
          Indemnified  Party unless the total of all claims for  indemnification
          shall exceed  $10,000 in the  aggregate,  whereupon the full amount of
          such claims (to the first dollar) shall be  recoverable  in accordance
          with the terms hereof.

               (b) No  indemnification  shall  be  payable  to  any  Stockholder
          Indemnified  Party  with  respect  to any claim  after  the  Indemnity
          Cut-off Date.

               (c) The  aggregate  liability of  Multi-Link  pursuant to Section
          6.4A shall be limited to the  issuance  and delivery by the Company of
          up to an  additional  40,000 shares of  Multi-Link  Common  Stock.  If
          Multi-Link  shall be obligated to reimburse a Stockholder  Indemnified
          Party  pursuant  to  the  provisions  of  Section  6.4A  hereof,  such
          reimbursement   shall  be  paid  by  Multi-Link   delivering  to  such
          Stockholder  Indemnified  Party  such  number of shares of  Multi-Link
          Common  Stock  as shall  equal  the  amount  payable  pursuant  to the
          indemnification  provisions of Section 6.4A hereof (with each share of
          Multi-Link Common Stock delivered to pay such indemnification claim to
          be valued at the  closing  bid  price per share of  Multi-Link  Common
          Stock as reported by the NASDAQ Market as of the date of Closing).

<PAGE>


               (d) In no event shall  Multi-Link  be liable for loss of profits,
          goodwill  or other  special or  consequential  damages  suffered  by a
          Stockholder  Indemnified  Party whether or not the possibility of such
          damages could have been reasonably foreseen by Multi-Link.

          6.4D Procedures for  Indemnification.  All claims for  indemnification
pursuant to Sections 6.4 and 6.4A shall be asserted and settled as follows:

               (a) Any person seeking indemnification (the "Indemnified Person")
          shall give the person  against who  indemnification  is asserted  (the
          "Indemnifying Person") prompt written notice or any claim, assessment,
          action, suit or proceeding to which the indemnity set forth in Section
          6.4 or Section  6.4A applies (the  "Indemnification  Notice").  If the
          document  evidencing  such  claim or demand is a court  pleading,  the
          Indemnified  Person  shall  give such  notice  within ten (10) days of
          receipt of such pleading, otherwise, the Indemnified Person shall give
          such notice within thirty (30) days of the date it becomes aware of or
          receives written notice of such claim.  Failure to give timely notice,
          including the Indemnification  Notice, of a matter which may give rise
          to an  indemnification  claim  shall  not  affect  the  right  of  the
          Indemnified  Person to collect  such Losses so long as such failure to
          so  notify  does not  materially  adversely  affect  the  Indemnifying
          Person's ability to defend such Losses against a third party.

               (b) After an Indemnified Person has actual knowledge of any claim
          from  a  third  party  as  to  which  indemnity  may  be  sought,  the
          Indemnified  Person shall give notice to the Indemnifying  Persons and
          shall  permit the  Indemnifying  Person (at its expense) to assume the
          defense  of any  claim  or any  litigation  resulting  therefrom.  The
          Indemnified  Person  shall not be required to commence  litigation  or
          take any action  against  any third  party prior to making a claim for
          indemnification  hereunder.  The Indemnifying Person shall be entitled
          to assume  the  defense  of any such  claim,  and if the  Indemnifying
          Person  assumes  the defense of any such claim or  litigation,  (i) it
          will be  conclusively  established for purposes of this Agreement that
          such claim is within the scope and  subject  to  indemnification;  and
          (ii) no compromise or settlement of such claims may be effected by the
          Indemnifying  Person  without the consent of the  Indemnified  Person.
          Notwithstanding  the foregoing,  an  Indemnified  Person will have the
          right at all times to take over and  assume  control  of the  defense,
          settlement,  negotiations or lawsuit  relating to any claim or demand,
          including  without  limitation,  in the event that (i) the Indemnified
          Person is also a party to such claim or litigation and the Indemnified
          Person determines in good faith that joint  representation would be an
          appropriate,   or  (ii)  the  Indemnifying  Person  fails  to  provide
          reasonable  assurance  to the  Indemnified  Person  of  its  financial
          capacity   to  defend  such  claim  or   litigation   and  to  provide
          indemnification with respect to such claim or litigation. In the event
          that the Indemnifying  Persons do not accept the defense of any matter
          as provided  above,  a Indemnified  Person will have the full right to
          defend  against  any such claim or  demand,  and will be  entitled  to
          settle  or agree to pay in full  such  claim  or  demand,  in its sole
          discretion.  In any event, the Indemnified Person and the Indemnifying
          Person will cooperate in the defense of such action and the records of
          the Indemnified  Person will be available to the  Indemnifying  Person
          with respect to such defense.

          6.4E [Intentionally deleted]

          6.5  Audit.  After the  Closing,  Multi-Link  will  cause  the  annual
financial  statements  of the Company to be audited (the "Audit") by a certified
public accounting firm selected by Multi-Link (the "Auditors").  Multi-Link will
pay all costs and expenses of the Auditors in connection  with the Audit, as and
when  billed by the  Auditors.  The Company and the  Stockholders  will  provide
Multi-Link and the Auditors with all assistance  reasonably  requested by any of
them in connection  with the Audit,  including the execution and delivery to the
Auditors of customary  representation  letters of management with respect to the
periods under Audit.


<PAGE>


          6.6 Consents  and  Approvals.  Stockholders  shall obtain prior to the
Closing at no cost and  without  any  penalty or  condition  which is adverse to
Multi-Link or the Company all consents,  authorizations  and approvals under all
requirements, statutes, laws, ordinances, regulations, rules, judgments, decrees
and orders of any court or governmental agency,  board, bureau, body, department
or authority or of any other person  required to be obtained by  Stockholders or
the Company in connection  with the execution,  delivery and performance of this
Agreement  and  the  consummation  of  the  transactions   contemplated  hereby,
including, without limitation, the consents set forth on the Consents Schedule.

          6.7  Releases of the  Company.  Each  Stockholder  (collectively,  the
"Releasing  Parties") hereby forever covenants not to sue and fully releases the
Company, its directors,  officers and Affiliates,  past, present and future, and
the attorneys, insurers, lenders, heirs, representatives, assigns and successors
of each of them (collectively, the "Released Parties"), with respect to and from
all actions and claims of any kind, known or unknown,  suspected or unsuspected,
which a Stockholder,  as applicable, may now have or has ever had against any of
the Released Parties, including,  without limitation, all claims arising from an
employment  relationship,  contract or otherwise.  Each  Releasing  Party hereby
represents  and warrants that such party has not assigned or  transferred to any
person or entity any of the claims released hereunder or bases therefor (whether
in the form of a contract right or otherwise).

     7.  Conditions Precedent.

          7.1 Conditions to Multi-Link's  Obligations.  Multi-Link's obligations
under this  Agreement are subject to the  satisfaction,  on the Closing Date, of
each of the  following  conditions,  any of which may be waived  in  writing  by
Multi-Link:

               (a)  Stockholders  and the Company will have fully  complied with
          and performed all of their respective obligations under this Agreement
          to be complied with and performed as of the Closing Date.

               (b) All  representations  and  warranties of each  Stockholder in
          this Agreement will be true and complete as of the date when given and
          on the Closing Date.

               (c)  Multi-Link  will be  satisfied,  in its  sole  and  absolute
          discretion,  with its due diligence  investigation of the Company, its
          assets,   properties,   businesses   and   conditions   (financial  or
          otherwise).

               (d) Page shall have entered  into an  Employment  Agreement  with
          Multi-Link in the form of Exhibit B.

               (e)  Multi-Link  will be  satisfied,  in its  sole  and  absolute
          discretion,  that all "owner  perks" of the  Stockholders  (including,
          without limitation,  cars, car leases,  clubs, and other remuneration)
          shall have been transferred out of the Company without cost or expense
          to the Company.

               (f)  Multi-Link,  Stockholders,  Nigel V.  Alexander and Shawn B.
          Stickle shall enter into a Registration  Rights  Agreement in the form
          of Exhibit E.

          7.2 Conditions to Stockholders' Obligations. Stockholders' obligations
under this  Agreement are subject to the  satisfaction,  on the Closing Date, of
the following conditions, which may be waived in writing by Stockholders:

               (a) All  representations  and  warranties  of  Multi-Link in this
          Agreement  will be true and  complete as of the date when given and on
          the Closing Date.



<PAGE>


               (b)  Multi-Link  will have fully  complied with and performed all
          its obligations  under this Agreement to be complied with or performed
          as of the Closing Date.

               (c)  Multi-Link  shall have entered into an Employment  Agreement
          with Page in the form of Exhibit B.

               (d) Page will be satisfied,  in his sole and absolute discretion,
          with his due diligence investigation of Multi-Link, and its respective
          assets,   properties,   businesses   and   conditions   (financial  or
          otherwise).

               (e)  Multi-Link  Stockholders,  Nigel V.  Alexander  and Shawn B.
          Stickle shall enter into a Registration  Rights  Agreement in the form
          of Exhibit E.

     8.  Termination of Agreement; Effect of Termination.

          8.1  Termination.  This Agreement may be terminated at any time before
the Closing as follows:

               (a) By Multi-Link, by written notice to Page; and

               (b) By Page, by written notice to Multi-Link.

          8.2 Effect of  Termination.  With the exception of the  obligations of
the parties under Section 10.14 hereof,  which will survive the  termination  of
this  Agreement,  upon a termination  of this  Agreement in accordance  with the
Section 8.1 hereof, this Agreement will have no further force or effect.

     9. Registration of Multi-Link Common Stock. Multi-Link, Stockholders, Nigel
V. Alexander and Shawn B. Stickle shall enter into certain  agreements  relating
to Multi-Link Common Stock pursuant to the form of Registration Rights Agreement
attached hereto as Exhibit E.

          9A.  Loan  to the  Company.  At the  Closing,  Multi-Link  shall  loan
$500,000 to the Company to provide the Company with additional working capital.

     10. Miscellaneous.

          10.1  Survival.  Subject to the  provisions  of Sections 6.4B and 6.4C
hereof, the covenants, representations and warranties of the parties hereto will
survive the Closing,  notwithstanding any investigation  heretofore or hereafter
made or omitted by any party hereto.

          10.2  Further  Assurances.  Each party will  execute  and  deliver any
further  instruments  or  documents,  and take all  further  action,  reasonably
requested by any other party,  at no expense to the requesting  party,  to carry
out the transactions contemplated by this Agreement.

          10.3 No  Waiver.  No waiver of any  breach  of any  provision  of this
Agreement  will be  deemed a waiver of any other  breach of this  Agreement.  No
extension of time for  performance of any act will be deemed an extension of the
time for performance of any other act.

          10.4  Severability.  The  provisions of this  Agreement will be deemed
severable,  and if any  provision  of this  Agreement is held  illegal,  void or
invalid  under  applicable  law,  such  provision  may be  changed to the extent
reasonably  necessary to make the  provision  legal,  valid and binding.  If any
provision of this  Agreement is held  illegal,  void or invalid in its entirety,
the remaining  provisions of this  Agreement  will not be voided but will remain
binding in accordance with their terms.

          10.5 Entire  Agreement;  Amendment.  This Agreement and the schedules,
exhibits and attachments hereto contain the entire agreement of the parties with
respect to the purchase and sale of the Common Stock and the other  transactions
contemplated  by  this  Agreement.  This  Agreement  may be  amended  only by an
instrument in writing  signed by Multi-Link  and  Stockholders.  The headings in
this  Agreement are solely for  convenience of reference and will not affect the
interpretation of any provision of this Agreement. The exhibits and schedules to
this Agreement are incorporated as a part of this Agreement.

<PAGE>


          10.6 Binding Agreement,  Assignment.  The terms and provisions of this
Agreement  will  bind the  parties  hereto,  and  their  respective  successors,
assigns,  heirs,  legal  and  personal  representatives,   as  applicable.  This
Agreement may be assigned by either party only with the prior written consent of
the other parties hereto.

          10.7 Expenses. The Company will pay all expenses, including attorneys'
and  accountants'  fees incurred by the Company and  Stockholders  in connection
with the  negotiation of this Agreement,  the  performance of their  obligations
hereunder  and  the  consummation  of  the  transactions  contemplated  by  this
Agreement  in an  aggregate  amount  not  exceeding  $25,000.  To the extent the
Company and/or the Stockholders incurred any of the foregoing expenses in excess
of  such  $25,000  aggregate  amount,  such  amount  shall  be  payable  by  the
Stockholders.  Multi-Link will pay all of its expenses, including attorneys' and
accountants'  fees in connection  with the  negotiation of this  Agreement,  the
performance  of  their  obligations   hereunder  and  the  consummation  of  the
transactions  contemplated  by this  Agreement.  Notwithstanding  the  foregoing
provisions of this Section 10.7, in any  proceeding or other attempt to enforce,
construe or to determine the validity of this Agreement, the nonprevailing party
will pay the reasonable expenses of the prevailing party,  including  reasonable
attorneys' fees and costs.

          10.8  Notices.  Except  as  otherwise  expressly  set  forth  in  this
Agreement,  all  notices,  demands  and  other  communications  to be  given  or
delivered  under or by reason of the  provisions  of this  Agreement  will be in
writing  and will be deemed to have been given  when given in person,  by cable,
telegram,  or facsimile  transmission  (with proof of  transmission),  three (3)
business days after mailing by first class mail, registered or certified, return
receipt requested,  postage prepaid, or one (1) business day after being sent by
overnight  courier,  charges  prepaid,  to the  parties,  in  each  case  at the
following addresses:

                              Notices to Stockholders:

                              PAGE:
                              L. Van Page
                              6045 Carlisle Lane
                              Alpharetta, GA 30022
                              Phone:   (770) 416-4455
                              Fax:     (770) 416-4455

                              With copy to:
                              Harry J. Winograd
                              BODKER, RAMSEY & ANDREWS
                              1800 Peachtree Street N.W., Suite 615
                              Atlanta, Georgia 30309-2507
                              Phone:   (404) 351-1615
                              Fax:     (404) 352-1285

                              MAYS:
                              Larry Mays
                              c/o First Flight Foods, Inc.
                              3120 Medlock Bridge Road, Suite F100
                              Norcross, Georgia  30071-1469
                              Phone:   (770) 409-0451
                              Fax:     (770) ________


<PAGE>


                              Notices to Multi-Link:
                              Multi-Link Telecommunications, Inc.
                              4704 Harlan Street, Suite 420
                              Denver, CO  80212
                              Attention: Nigel V. Alexander
                              Phone: (303) 313 2001
                              Fax: (303) 831-1988

                              With copy to:
                              Blair L. Lockwood
                              FAEGRE & BENSON LLP
                              2500 Republic Plaza
                              370 Seventeenth Street
                              Denver, CO 80202
                              Phone:   (303) 592-9000
                              Fax:     (303) 820-0600

                              Notices to the Company:
                              VoiceLink, Inc
                              3120 Medlock Bridge Rd, Suite 150-F
                              Norcross, GA 30071-1469
                              Attention:  Van Page
                              Phone:   (770) 416-4455
                              Fax:     (770) 416-4455

or to such other  address or number,  and to the attention of such other person,
as any party may  designate,  at any time,  in a writing  delivered to the other
parties in conformity with this section.

          10.9  Counterparts.  This  Agreement  may be  executed  in one or more
counterparts,  any one of which need not contain the signatures of more than one
party, but all such counterparts taken together will constitute one and the same
instrument.

          10.10  Facsimile   Signature.   This  Agreement  may  be  executed  by
telefacsimile  signature  and a  telefacsimile  signature  shall  constitute  an
original signature for all purposes.

          10.11  Applicable  Law. This Agreement will be construed in accordance
with and governed by the laws of the State of Colorado.

          10.12 Time is of the Essence.  The parties  acknowledge and agree that
time is of the essence  with  respect to the  consummation  of the  transactions
contemplated by this Agreement.

          10.13 No Third  Party  Beneficiaries.  None of the  terms,  covenants,
obligations or rights contained in this Agreement is or will be deemed to be for
the  benefit of any  person  other than the  parties  hereto,  and no such third
person will under any  circumstances  have any right to enforce any provision of
this Agreement, it being the intent of the parties that there are no third party
beneficiaries to this Agreement.

          10.14  Confidentiality;  Press Releases. The parties agree to keep all
non-public  information  regarding the other party  delivered in connection with
the transaction contemplated by this Agreement strictly confidential,  except as
may be required by law or in  connection  with any lawsuit  between or involving
the  parties  or any  party.  Further,  Stockholders  each agree to keep all the
terms,  conditions and provisions of this Agreement strictly confidential at all
times  and  will not  disclose  or  permit  the  disclosure  of such  terms  and
conditions  to any  third  party  whatsoever,  except  for  disclosures  of such
information to Stockholders' professional advisors, who shall agree to keep such
information confidential at all times. Neither the Company nor Stockholders will
issue any press release or make any public announcement  relating to the subject
of this Agreement  without the prior written approval of Multi-Link.  Multi-Link
may issue such press releases or public  announcements  as Multi-Link's  counsel
determines may be required by law to be made by Multi-Link. The covenants of the
parties contained in this Section 10.14 shall survive the Closing or termination
of this Agreement


<PAGE>



          10.15 Affiliate.  For purposes of this Agreement,  "Affiliate"  means,
with  respect to any Person (as defined  below),  any Person that  controls,  is
controlled by or is under common control with such Person, together with its and
their respective  members,  immediate  family,  managers,  partners,  venturers,
directors,  officers,  shareholders,  agents,  employees,   representatives  and
spouses. A Person shall be presumed to have control when it possesses the power,
directly or indirectly,  to direct, or cause the direction of, the management or
policies of another Person,  whether through ownership of voting securities,  by
contract,  or otherwise.  "Person"  means an  individual,  partnership,  limited
liability company, association, corporation, or other entity.

          IN  WITNESS  WHEREOF,  the  parties  hereto  have duly  executed  this
Agreement  as  of  the  date  first  written  above.

                                          "MULTI-LINK"
                                          Multi-Link Telecommunications, Inc.


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

                                          "PAGE"

                                          By: ----------------------------------
                                               L. Van Page

                                          "MAYS"

                                          By:
                                             -----------------------------------
                                             Larry Mays

                                          "COMPANY"

                                          VoiceLink, Inc., a Georgia corporation


                                          By:
                                             -----------------------------------
                                          Name: L. Van Page
                                          Title:President