Rights Agreement

R E C I T a L S

by Auriga Laboratories
April 14th, 2000

                                  Exhibit 10.21

                       Multi-Link Telecommunications, Inc.
                          Registration Rights Agreement

          THIS  REGISTRATION  RIGHTS  AGREEMENT,  dated as of March 31, 2000, is
entered  into by and  among  L.  Van  Page  ("Page")  and  Larry  Mays  ("Mays")
(collectively,  the  "Investors"),  Nigel V. Alexander  ("Alexander"),  Shawn B.
Stickle  ("Stickle")  and  Multi-Link   Telecommunications,   Inc.,  a  Colorado
corporation (the "Company").

                                 R E C I T A L S

          WHEREAS,  pursuant  to  the  terms  of  that  certain  Stock  Purchase
Agreement,  dated as of March  25,  2000,  by and among  the  Investors  and the
Company (the  "Purchase  Agreement"),  the Investors  have been issued shares of
Common Stock of the Company (the "Restricted Common Stock");

          WHEREAS,  the  Company has agreed,  as a  condition  precedent  to the
Investors'  obligations  under the Purchase  Agreement,  to grant the  Investors
certain registration rights, as further provided herein; and

          WHEREAS, the Company,  Alexander,  Stickle and the Investors desire to
define the registration  rights of the Investors on the terms and subject to the
conditions herein set forth.

                                A G R E E M E N T

          NOW,  THEREFORE,  in consideration  of the foregoing  premises and for
other good and valuable consideration, the parties hereby agree as follows:

     1. DEFINITIONS

     As used in this Agreement,  the following terms have the respective meaning
set forth below:

     Common Stock:  shall mean the common stock,  no par value per share, of the
Company.

     Exchange Act: shall mean the Securities Exchange Act of 1934, as amended.

     Holder: shall mean any permitted holder of Registrable Securities. For this
purpose,  a permitted  holder shall mean Page,  Mays or a permitted  assignee of
Page or Mays as provided in Section 3(f) hereof.

     Initiating  Holder:  shall mean any Holder or Holders of a majority  of (A)
the shares of Restricted  Common Stock or (B) any stock of the Company issued as
(or issuable  upon the  conversion  or exercise of any  warrant,  right or other
security which is issued as ) a dividend or other  distribution with respect to,
or in exchange for or in replacement of, the shares of Restricted Common Stock.

     Person:  shall  mean  an  individual,  partnership,   joint-stock  company,
corporation,  limited liability company,  trust or unincorporated  organization,
and a  government  or agency or  political  subdivision  thereof  or a  judicial
authority.

     Register,  registered and registration:  shall mean a registration effected
by  preparing  and  filing  a  registration  statement  in  compliance  with the
Securities Act (and any post-effective amendments filed or required to be filed)
and the declaration or ordering of effectiveness of such registration statement.

     Registrable  Securities:  shall  mean (A) the shares of  Restricted  Common
Stock,  and (B) any  stock  of the  Company  issued  as (or  issuable  upon  the
conversion or exercise of any warrant,  right or other  security which is issued
as) a dividend or other  distribution  with respect to, or in exchange for or in
replacement of, the shares of Restricted Common Stock.




     Registration  Expenses:  shall mean all expenses (exclusive of underwriting
discounts and  commissions  and stock transfer taxes) incurred by the Company in
compliance with Sections 2(a) and (b) hereof, including, without limitation, all
registration  and filing fees,  printing  expenses,  fees and  disbursements  of
counsel for the Company, fees and expenses of one counsel for all of the Holders
(which  counsel  shall  be  chosen  by  Page if  Page  is a  participant  in the
registration  pursuant to Section 2 hereof),  blue sky fees and expenses and the
expense of any special audits incident to or required by any such registration.

     SEC: shall mean the Securities and Exchange Commission.

     Securities Act: shall mean the Securities Act of 1933, as amended.

     Selling  Expenses:  shall  mean  all  underwriting  discounts  and  selling
commissions  applicable to the sale of  Registrable  Securities and all fees and
disbursements  of counsel for each of the Holders,  other than fees and expenses
of one counsel for all of the Holders  (which counsel shall be chosen by Page if
Page is a participant in the registration pursuant to Section 2 hereof).

     2. REGISTRATION RIGHTS

          (a) Requested Registration.

          (i) Request for  Registration.  If the Company  shall  receive from an
Initiating  Holder a written request that the Company effect a registration with
respect to all or a part of the Registrable Securities, then, the Company will:

               (A) promptly  give written  notice of the proposed  registration,
qualification or compliance to all other Holders; and

               (B) as soon as practicable,  use its reasonable efforts to effect
such  registration   (including,   without  limitation,   the  execution  of  an
undertaking to file post-effective  amendments,  appropriate qualification under
applicable blue sky or other state  securities  laws and appropriate  compliance
with  applicable  regulations  issued  under  the  Securities  Act) as may be so
requested and as would permit or facilitate the sale and  distribution of all or
such portion of such  Registrable  Securities  as are specified in such request,
together with all or such portion of the Registrable Securities of any Holder or
Holders joining in such request as are specified in a written  request  received
by the Company  within 10 business days after written notice from the Company is
given under Section 2(a)(i)(A) above;  provided,  that, the Company shall not be
obligated  to  effect,  or take any  action  to  effect,  any such  registration
pursuant to this Section 2(a):

                    (a) if the Initiating  Holder  proposes to dispose of shares
of  Registrable  Securities  that  may be  immediately  registered  on Form  S-3
pursuant to a request made pursuant to Section 2(c) hereof;

                    (b) in any  particular  jurisdiction  in which  the  Company
would be  required  to  execute a general  consent  to  service  of  process  in
effecting such registration,  qualification or compliance, unless the Company is
already subject to service in such jurisdiction and except as may be required by
the Securities Act or applicable rules or regulations thereunder;

                    (c) during the period  starting  with the date 45 days prior
to the Company's  good faith  estimate of the date of filing of, and ending on a
date 180 days after the effective date of (1) a previous registration subject to
this Section 2(a), (2) a previous  registration pursuant to Section 2(b) hereof,
provided  that the  Registrable  Securities  requested  to be  included  in such
registration  were not reduced pursuant to the provisions of Section 2(b)(ii) or
(3) a previous registration subject to Section 2(c) hereof;  provided, that, the
Company is actively employing in good faith all reasonable efforts to cause such
registration statement to become effective;






                    (d) after the Company  has  effected  one such  registration
pursuant  to this  Section  2(a),  and such  registration  has been  declared or
ordered   effective  and  the  sales  of  Registrable   Securities   under  such
registration shall have closed; or

                    (e) prior to April 1, 2001.

               (ii) Underwriting Requirements.  If the Initiating Holder intends
to distribute the Registrable  Securities  covered by his request by means of an
underwriting,  he shall so advise  the  Company  as a part of his  request  made
pursuant to Section  2(a)(i),  and the Company shall include such information in
the written  notice  referred in Section  2(a)(i)(A).  The  underwriter  will be
selected  by the  Company and shall be  reasonably  acceptable  to a majority in
interest of the Initiating  Holders.  In such event,  the right of any Holder or
other  holder  of  securities  of the  Company  to  include  securities  in such
registration  shall be conditioned upon such Holder's or holders'  participation
in such  underwriting and the inclusion of such Holder's or holders'  securities
in the underwriting  (unless otherwise mutually agreed by a majority in interest
of the  Initiating  Holders  and such  Holder or holder) to the extent  provided
herein.  All Holders and other holders of securities of the Company proposing to
distribute their securities  through such underwriting  shall (together with the
Company as provided in Section 2(e)(iv)) enter into an underwriting agreement in
customary form with the underwriter or underwriters  selected for  underwriting.
Notwithstanding any other provision of this Section 2(a)(ii), if the underwriter
advises  the  Initiating  Holder in writing  that  marketing  factors  require a
limitation of the number of shares to be underwritten, then the Company shall so
advise all Holders of Registrable  Securities and other holders of  registration
rights which would otherwise be underwritten  pursuant hereto, and the number of
securities that may be included in the  underwriting on behalf of each Holder or
other  holder  shall  be  allocated  on  a  pro-rata  basis  among  the  selling
stockholders  according  to the  total  number of  securities  held by each such
selling  stockholder  and  entitled  to  inclusion  therein  on the  basis  of a
registration  rights  agreement with the Company.  For purposes of allocation of
securities to be included in any offering,  for any selling stockholder which is
a partnership or corporation, the partners, retired partners and stockholders of
such holder (and in the case of a partnership, any affiliated partnerships),  or
the estates and family members of any such partners and retired partners and any
trusts for the benefit of any of the  foregoing  persons shall be deemed to be a
single "selling  stockholder,"  and any pro-rata  reduction with respect to such
"selling  stockholder"  shall  be based  upon the  aggregate  amount  of  shares
carrying  registration rights owned by all entities and individuals  included in
such "selling  stockholder,"  as defined in this  sentence.  To  facilitate  the
allocation of shares in accordance  with the above  provisions,  the Company may
round the number of shares allocated to any Holder to the nearest 100 shares.

          (b) Company Registration.

               (i) If the Company  shall  determine  to  register  any shares of
Common Stock for its own account  together  with shares of Common Stock owned by
Alexander and/or Stickle,  other than a registration relating solely to the sale
of  securities  to employees of the Company  pursuant to a stock  option,  stock
purchase or similar plan, or a  registration  relating  solely to a SEC Rule 145
transaction,  or a registration on any  registration  form which does not permit
secondary sales or does not include  substantially the same information as would
be  required to be included in a  registration  statement  covering  the sale of
Registrable  Securities,  or a registration in which the only Common Stock being
registered is Common Stock issuable upon conversion of debt securities which are
also being registered, the Company will:

                    (A)  promptly  give to each of the Holders a written  notice
thereof  (which shall include a list of the  jurisdictions  in which the Company
intends to attempt to qualify such  securities  under the applicable blue sky or
other  state  securities  laws and the  number of  shares of Common  Stock to be
included in the registration by Alexander and Stickle); and

                    (B)   include  in  such   registration   (and  any   related
qualification under blue sky laws or other compliance),  and in any underwriting
involved  therein,  such number of the  Registrable  Securities  specified  in a
written request or requests, made by the Holders within 15 days after receipt of
the written notice from the Company  described in clause (A) above, as shall not
exceed  each  Holders'  pro rata  share of the total  number of shares of Common
Stock proposed to be included in the registration by the Holders,  Alexander and
Stickle (subject to the provision of Section 2(b)(ii) below).  For this purpose,
the pro rata share of each Holder,  Alexander and Stickle of securities proposed
to be included in the  registration  shall equal the  percentage  determined  by
dividing  the number of shares of Common Stock owned by such person by the total
number of shares of Common Stock owned by the Holders, Alexander and Stickle.

The  rights  of the  Holders  to  have  Registrable  Securities  including  in a
registration  under  this  Section  2(b)  shall be  conditioned  upon  shares of
Alexander and/or Stickle being included in such registration.






               (ii) Underwriting  Requirements.  In connection with any offering
involving an underwriting of shares of the Company's  capital stock, the Company
shall not be required  under this  Section  2(b) to include any of the  Holders'
securities in such underwriting unless they accept the terms of the underwriting
as agreed upon  between the Company and the  underwriters  selected by it (or by
other  person  entitled  to  select  the  underwriters),  and then  only in such
quantity  as the  underwriters  determine  in  their  sole  discretion  will not
jeopardize  the success of the offering by the  Company.  If the total amount of
securities,  including Registrable Securities,  requested by Alexander,  Stickle
and/or other  stockholders to be included in such offering exceeds the amount of
securities  sold other than by the Company  that the  underwriters  determine in
their sole discretion is compatible  with the success of the offering,  then the
Company  shall be required to include in the  offering  only that number of such
securities,  including Registrable Securities,  which the underwriters determine
in their sole  discretion  will not  jeopardize  the  success  of the  offering.
Allocation  of  securities  to be  sold in any  such  offering  by the  Holders,
Alexander,  Stickle and/or other  stockholders of the Company shall be made on a
priority basis as follows:

                    (A) First, to stockholders of the Company holding securities
of the Company  entitled to inclusion  therein based upon a registration  rights
agreement entered into with the Company prior to the date hereof; and

                    (B) Second, on a pro rata basis among Alexander, Stickle and
the Holders (based upon the proration set forth in Section  2(b)(i)(B)  hereof);
provided,  however,  that the number of shares of  Registrable  Securities to be
included in such offering shall not be reduced unless the securities proposed to
be included  in the  registration  by  Alexander  and  Stickle are also  reduced
proportionately.  For purposes of allocation of securities to be included in any
offering, for any selling stockholder which is a partnership or corporation, the
partners, retired partners and stockholders of such holder (and in the case of a
partnership, any affiliated partnerships),  or the estates and family members of
any such partners and retired  partners and any trusts for the benefit of any of
the foregoing persons shall be deemed to be a single "selling  stockholder," and
any pro-rata reduction with respect to such "selling stockholder" shall be based
upon the aggregate  amount of shares carrying  registration  rights owned by all
entities and individuals  included in such "selling  stockholder," as defined in
this sentence.  To facilitate  the  allocation of shares in accordance  with the
above  provisions,  the Company may round the number of shares  allocated to any
Holder to the nearest 100 shares.

          (c) Form S-3.  The  Company  shall use its best  efforts to become and
thereafter remain qualified for registration on Form S-3 (or any successor form)
for  secondary  sales.  After the Company has  qualified,  and  continues  to be
eligible,  for the use of Form S-3 (or any  successor  form),  the Holders shall
have the right to request unlimited  registrations on Form S-3 (or any successor
form) (such requests shall be in writing and shall state the number of shares of
Registrable  Securities to be disposed of and the intended method of disposition
of shares by such Holders), subject only to the following:

               (i) The Company  shall not be  required to effect a  registration
pursuant  to  this  Section  2(c)  unless  the  Holder  or  Holders   requesting
registration  propose to dispose of shares of Registrable  Securities  having an
anticipated  aggregate  price to the public  (before  deduction of  underwriting
discounts and expenses of sale) of more than $500,000.

               (ii) The Company  shall not be required to effect a  registration
pursuant to this Section 2(c) within 90 days of the  effective  date of the most
recent  registration  pursuant to this Section 2 in which securities held by the
requesting Holder could have been included for sale or distribution.

               (iii)  The  Company   shall  not  be   obligated  to  effect  any
registration  pursuant to this Section 2(c) in any  particular  jurisdiction  in
which the Company  would be required to execute a general  consent to service of
process in effecting such registration,  qualification or compliance, unless the
Company is already subject to service in such  jurisdiction and except as may be
required by the Securities Act or applicable rules or regulations thereunder.





               (iv) The Company  shall not be required to effect a  registration
pursuant to this Section 2(c) if the Company has, within the twelve month period
preceding the date the request is made,  already  effected one  registration  on
Form S-3 for the Holders pursuant to this Section 2(c).

               (v) The Company  shall not be  required to effect a  registration
pursuant to this Section 2(c) before September 1, 2000.

               (vi) Prior to April 1, 2001, the Company shall not be required to
register more than 80,000  shares of  Registerable  Securities  pursuant to this
Section 2(c) (less such number of shares of Registerable  Securities as may have
been sold previously by any Holder).

     The Company  shall give  written  notice to all Holders of the receipt of a
request for registration pursuant to this Section 2(c) and shall include in such
registration  all or such  portion of the  Registrable  Securities  of any other
Holders joining in such request as are specified in a written  request  received
15 days following  delivery of the Company's written notice;  provided,  that if
the registration is for an underwritten  offering, the terms of Section 2(a)(ii)
shall apply to all participants in such offering.  Subject to the foregoing, the
Company  will  use its  best  efforts  to  effect  as soon  as  practicable  the
registration  of all shares of Registrable  Securities on Form S-3 to the extent
requested  by the Holder or Holders  thereof  for  purposes  of  disposition.  A
registration  effected  pursuant to this  Section 2(c) shall not be counted as a
demand for registration effected pursuant to Section 2(a) hereof.






          (d) Expenses of Registration.  All Registration  Expenses  incurred in
connection with any registration,  qualification or compliance  pursuant to this
Section 2 shall be borne by the Company, and all Selling Expenses shall be borne
by the  Holders of the  securities  so  registered  pro-rata on the basis of the
number of their shares so registered.

          (e) Registration Procedures. In the case of each registration effected
by the Company pursuant to this Section 2, the Company will keep the Holders, as
applicable,  advised in writing as to the initiation of each registration and as
to the completion thereof. At its expense, the Company will:

               (i) keep such registration  effective for a period of 120 days or
until the Holders, as applicable,  have completed the distribution  described in
the registration statement relating thereto,  whichever first occurs;  provided,
however,  that (A) such  120-day  period  shall be extended for a period of time
equal to the period  during  which the  Holders,  as  applicable,  refrain  from
selling  any  securities  included  in  such  registration  in  accordance  with
provisions in Section 2(i) hereof;  and (B) in the case of any  registration  of
Registrable  Securities  on Form S-3  which  are  intended  to be  offered  on a
continuous or delayed  basis,  such 120-day  period shall be extended  until all
such Registrable  Securities are sold,  provided that Rule 415, or any successor
rule under the  Securities  Act,  permits an offering on a continuous or delayed
basis,  and provided  further that  applicable  rules under the  Securities  Act
governing the obligation to file a post-effective  amendment  permit, in lieu of
filing a post-effective  amendment which (y) includes any prospectus required by
Section 10(a) of the Securities Act or (z) reflects facts or events representing
a  material  or  fundamental   change  in  the  information  set  forth  in  the
registration  statement,  the incorporation by reference of information required
to be included in (y) and (z) above to be  contained in periodic  reports  filed
pursuant  to  Section  12 or  15(d)  of the  Exchange  Act  in the  registration
statement;

               (ii)  furnish  such number of  prospectuses  and other  documents
incident  thereto as each of the Holders,  as applicable,  from time to time may
reasonably request;

               (iii)  notify each Holder of  Registrable  Securities  covered by
such registration at any time when a prospectus  relating thereto is required to
be delivered  under the Securities Act of the happening of any event as a result
of which the  prospectus  included in such  registration  statement,  as then in
effect,  includes  an untrue  statement  of a material  fact or omits to state a
material fact required to be stated  therein or necessary to make the statements
therein not misleading in the light of the circumstances then existing;

               (iv) in the event of any underwritten public offering, enter into
and  perform  its  obligations  under an  underwriting  agreement,  in usual and
customary  form,  with the managing  underwriter of such  offering.  Each Holder
participating  in such  underwriting  shall  also  enter  into and  perform  its
obligations under such an agreement;

               (v) cause all such  Registrable  Securities  registered  pursuant
hereunder to be listed on each securities  exchange on which similar  securities
issued by the Company are then listed;

               (vi) provide a transfer  agent and registrar for all  Registrable
Securities  registered  pursuant  hereunder  and a CUSIP  number  for  all  such
Registrable  Securities,  in each case not later than the effective date of such
registration; and

               (vii) furnish,  on the date that such Registrable  Securities are
delivered  to the  underwriters  for sale,  if such  securities  are being  sold
through  underwriters  or,  if  such  securities  are  not  being  sold  through
underwriters,  on the date that the registration  statement with respect to such
securities  becomes  effective,  (1) an opinion,  dated as of such date,  of the
counsel representing the Company for the purposes of such registration,  in form
and substance as is customarily given to underwriters in an underwritten  public
offering and  reasonably  satisfactory  to a majority in interest of the Holders
participating in such registration,  addressed to the underwriters,  if any, and
to the Holders  participating in such registration and (2) a letter, dated as of
such date, from the independent  certified public accountants of the Company, in
form and  substance as is  customarily  given by  independent  certified  public
accountants to underwriters  in an  underwritten  public offering and reasonably
satisfactory  to a majority in interest  of the  Holders  participating  in such
registration,  addressed  to the  underwriters,  if  any,  and if  permitted  by
applicable accounting standards.





          (f) Indemnification.

               (i)  The  Company  will  indemnify   each  of  the  Holders,   as
applicable,  each of its  officers,  directors  and  partners,  and each  person
controlling  each of the Holders,  with respect to each  registration  which has
been effected pursuant to this Section 2, and each underwriter, if any, and each
person who controls any  underwriter,  against all claims,  losses,  damages and
liabilities  (or  actions in  respect  thereof)  arising  out of or based on any
untrue  statement (or alleged untrue  statement) of a material fact contained in
any  prospectus,  offering  circular or other  document  (including  any related
registration  statement)  incident to any such  registration,  qualification  or
compliance,  or based on any omission (or alleged  omission) to state  therein a
material fact required to be stated  therein or necessary to make the statements
therein not misleading, or any violation by the Company of the Securities Act or
the Exchange Act or any rule or regulation  thereunder applicable to the Company
and relating to action or inaction  required of the Company in  connection  with
any such registration,  qualification or compliance,  and will reimburse each of
the Holders,  each of its  officers,  directors  and  partners,  and each person
controlling  each of the  Holders,  each such  underwriter  and each  person who
controls any such underwriter,  for any legal and any other expenses  reasonably
incurred in connection with  investigating  and defending any such claim,  loss,
damage, liability or action, provided that the Company will not be liable in any
such case to the extent that any such claim, loss, damage,  liability or expense
arises out of or is based on any untrue statement or omission based upon written
information furnished to the Company by the Holders or underwriter and stated to
be  specifically  for use within  such  prospectus,  offering  circular or other
document (including any related registration statement).

               (ii) Each of the Holders will, if Registrable  Securities held by
it are included in the securities as to which such  registration,  qualification
or compliance is being  effected,  indemnify the Company,  each of its directors
and officers and each underwriter,  if any, of the Company's  securities covered
by such a registration  statement,  each person who controls the Company or such
underwriter,  each  other  selling  stockholder  and  each  of  their  officers,
directors,  and  partners,  and  each  person  controlling  such  other  selling
stockholder against all claims,  losses,  damages and liabilities (or actions in
respect  thereof)  arising out of or based on any untrue  statement  (or alleged
untrue  statement)  of a  material  fact  contained  in  any  such  registration
statement,  prospectus, offering circular or other document made by such Holder,
or any omission (or alleged  omission) to state therein a material fact required
to be stated  therein or necessary to make the statements by such Holder therein
not  misleading,   and  will  reimburse  the  Company  and  such  other  selling
stockholders,  directors,  officers, partners, persons,  underwriters or control
persons for any legal or any other  expenses  reasonably  incurred in connection
with  investigating  or defending  any such claim,  loss,  damage,  liability or
action,  in each case to the extent,  but only to the  extent,  that such untrue
statement (or alleged  untrue  statement)  or omission (or alleged  omission) is
made in such  registration  statement,  prospectus,  offering  circular or other
document in reliance upon and in conformity with written  information  furnished
to the Company by such  Holder and stated to be  specifically  for use  therein;
provided,  however,  that the obligations of each of the Holders hereunder shall
be limited to an amount equal to the net  proceeds to such Holder of  securities
sold as contemplated herein.

               (iii) Each party entitled to  indemnification  under this Section
2(f) (the  "Indemnified  Party")  shall  give  notice to the party  required  to
provide   indemnification   (the  "Indemnifying   Party")  promptly  after  such
Indemnified Party has actual knowledge of any claim as to which indemnity may be
sought,  and shall  permit the  Indemnifying  Party to assume the defense of any
such claim or any litigation resulting therefrom;  provided that counsel for the
Indemnifying  Party,  who  shall  conduct  the  defense  of  such  claim  or any
litigation  resulting  therefrom,  shall be  approved by the  Indemnified  Party
(whose approval shall not  unreasonably  be withheld) and the Indemnified  Party
may participate in such defense at the  Indemnified  Party's expense (unless the
Indemnified  Party shall have reasonably  concluded that there may be a conflict
of interest  between the  Indemnifying  Party and the Indemnified  Party in such






action,  in which case the fees and expenses of one counsel for all  Indemnified
Parties shall be at the expense of the Indemnifying Party), and provided further
that the failure of any  Indemnified  Party to give  notice as  provided  herein
shall not relieve the Indemnifying  Party of its obligations  under this Section
2(f) unless,  and only to the extent that, the Indemnifying  Party is materially
prejudiced  thereby.  No Indemnifying Party, in the defense of any such claim or
litigation shall, except with the consent of each Indemnified Party,  consent to
entry of any judgment or enter into any settlement  which does not include as an
unconditional  term  thereof  the giving by the  claimant or  plaintiff  to such
Indemnified  Party of a release  from all  liability in respect to such claim or
litigation.  Each  Indemnified  Party shall furnish such  information  regarding
itself or the claim in question as an Indemnifying  Party may reasonably request
in writing and as shall be reasonably required in connection with the defense of
such claim and litigation resulting therefrom.

               (iv) If the indemnification  provided for in this Section 2(f) is
held by a court of competent  jurisdiction  to be  unavailable to an Indemnified
Party with respect to any loss, liability,  claim, damage or expense referred to
herein,  then the Indemnifying  Party, in lieu of indemnifying  such Indemnified
Party  hereunder,  shall  contribute  to the  amount  paid  or  payable  by such
Indemnified Party as a result of such loss, liability,  claim, damage or expense
in such  proportion  as is  appropriate  to reflect  the  relative  fault of the
Indemnifying  Party on the one hand and of the Indemnified Party on the other in
connection  with the  statements  or  omissions  which  resulted  in such  loss,
liability,  claim,  damage or expense,  as well as any other relevant  equitable
considerations.  The  relative  fault  of  the  Indemnifying  Party  and  of the
Indemnified  Party shall be  determined  by reference  to,  among other  things,
whether  the untrue (or  alleged  untrue)  statement  of a material  fact or the
omission (or alleged  omission) to state a material fact relates to  information
supplied by the Indemnifying  Party or by the Indemnified Party and the parties'
relative intent, knowledge,  access to information and opportunity to correct or
prevent such statement or omission.

               (v)  Notwithstanding  the  foregoing,  to  the  extent  that  the
provisions on  indemnification  and  contribution  contained in the underwriting
agreement  entered into in  connection  with any  underwritten  public  offering
contemplated  by this  Agreement are in conflict with the foregoing  provisions,
the provisions in such underwriting agreement shall be controlling.

               (vi) The foregoing indemnity agreement of the Company and Holders
is subject to the  condition  that,  insofar as they relate to any loss,  claim,
liability or damage made in a preliminary prospectus, but eliminated or remedied
in the  amended  prospectus  on file  with the SEC at the time the  registration
statement in question becomes effective or the amended prospectus filed with the
SEC  pursuant to SEC Rule 424(b) (the "Final  Prospectus"),  such  indemnity  or
contribution  agreement  shall not inure to the  benefit of any  underwriter  or
Holder if a copy of the Final  Prospectus was furnished to the  underwriter  and
was not furnished to the person asserting the loss,  liability,  claim or damage
at or prior to the time such action is required by the Securities Act.

          (g)  Information by the Holders.

               (i) It shall be a condition  precedent to the  obligations of the
Company  to take any  action  pursuant  to this  Section 2 with  respect  to the
Registrable Securities of any selling Holder that such Holder holding securities
included  in any  registration  shall  furnish to the Company  such  information
regarding  such  Holder  and the  distribution  proposed  by such  Holder as the
Company may reasonably request in writing and as shall be reasonably required in
connection with any  registration,  qualification  or compliance  referred to in
this Section 2.

               (ii) In the event that, either immediately prior to or subsequent
to the effectiveness of any registration statement,  any Holder shall distribute
Registrable Securities to its partners,  such Holder shall so advise the Company
and provide  such  information  as shall be  necessary to permit an amendment to
such  registration  statement  to  provide  information  with  respect  to  such
partners,   as  selling   stockholders.   Promptly  following  receipt  of  such
information,   the  Company  shall  file  an   appropriate   amendment  to  such
registration statement reflecting the information so provided.




          (h)  Rule 144 Reporting.

     With a  view  to  making  available  the  benefits  of  certain  rules  and
regulations of the SEC which may permit the sale of restricted securities to the
public without registration, the Company agrees to:

               (i) make and keep public information available as those terms are
understood and defined in Rule 144 under the  Securities  Act, or any manner all
reports  and other  documents  required  of the  Company  under  the  Securities
successor  rule ("Rule 144"),  at all times from and after 90 days following the
effective date of the first  registration  under the Securities Act filed by the
Company for an offering of its securities to the general public;

               (ii) use its best  efforts  to file with the SEC in a timely  Act
and the Exchange Act at any time after it has become  subject to such  reporting
requirements; and

               (iii)  so long as the  Holder  owns any  Registrable  Securities,
furnish to the Holder upon request, a written statement by the Company as to its
compliance  with the  reporting  requirements  of Rule 144 (at any time from and
after 90 days following the effective date of the first  registration  statement
filed by the Company for an offering of its  securities to the general  public),
and of the  Securities Act and the Exchange Act (at any time after it has become
subject to such  reporting  requirements),  a copy of the most recent  annual or
quarterly  report of the Company,  and such other reports and documents so filed
as the  Holder  may  reasonably  request  in  availing  itself  of any  rule  or
regulation  of the SEC allowing the Holder to sell any such  securities  without
registration.

          (i) Termination.  The rights to require the Company to register shares
under this Section 2 shall not be available to any Holder (A) if, in the opinion
of counsel to the Company, all of the Registrable  Securities then owned by such
Holder could be sold in any 90-day period  pursuant to Rule 144 (without  giving
effect  to the  provisions  of  Rule  144(k))  or (B) if all of the  Registrable
Securities  then owned by such Holder are eligible  for resale  pursuant to Rule
144(k).

     3.   MISCELLANEOUS

          (a) Directly or  Indirectly.  Where any  provision  in this  Agreement
refers to action to be taken by any Person,  or which such Person is  prohibited
from taking,  such  provision  shall be applicable  whether such action is taken
directly or indirectly by such Person.

          (b) Governing Law. This  Agreement  shall be governed by and construed
in  accordance  with the laws of the State of Colorado  applicable  to contracts
made and to be performed entirely within such State.

          (c) Section Headings.  The headings of the sections and subsections of
this  Agreement  are  inserted for  convenience  only and shall not be deemed to
constitute a part thereof.

          (d) Notices.

               (i) All  communications  under this Agreement shall be in writing
and shall be delivered by hand or  facsimile  (followed by overnight  courier or
certified  mail) or mailed by overnight  courier or by certified  mail,  postage
prepaid:

                    (A) if to the  Company,  to  Multi-Link  Telecommunications,
Inc., 4704 Harlan Street,  Suite 420,  Denver,  Colorado 80212,  Attn:  Nigel V.
Alexander,  with a copy to Faegre & Benson LLP,  2500 Republic  Plaza,  370 17th
Street,  Denver,  Colorado  80202  (facsimile:  303-820-0600),  Attn:  Blair  L.
Lockwood,  or at such other  address as it may have  furnished  the Investors in
writing; and

                    (B) if to an Investor,  to L. Van Page,  3120 Medlock Bridge
Road, Suite F150, Norcross, Georgia 30071-1469,  with a copy to Bodker, Ramsey &
Andrews,  1800 Peachtree Street N.W., Suite 615,  Atlanta,  Georgia  30309-2507,
(facsimile: (404) 352-1285),  attention Harry J. Winograd; or to Larry Mays, c/o
First Flight  Foods,  Inc.,  3120 Medlock  Bridge  Road,  Suite F100,  Norcross,
Georgia 30071-1469

               (ii) Any  notice so  addressed  shall be deemed to be given  upon
receipt and shall in any event be deemed received and effective: if delivered by
hand, on the date of such delivery; if mailed by overnight courier, on the first
business day  following the business date on which deposit is made for delivery;
if by facsimile, on the business day of transmission (or, if not a business day,
the next  business  day) provided a copy is sent by mail on the same day; and if
mailed  by  certified  mail,  on the third  business  day after the date of such
mailing.




          (e)  Reproduction  of  Documents.  This  Agreement  and all  documents
relating  thereto,  including,  without  limitation,  any consents,  waivers and
modifications which may hereafter be executed may be reproduced by the Investors
by any photographic,  photostatic,  microfilm, microcard, miniature photographic
or other similar process and the Investors may destroy any original  document so
reproduced.  The parties hereto agree and stipulate  that any such  reproduction
shall be  admissible  in  evidence  as the  original  itself in any  judicial or
administrative  proceeding  (whether  or not the  original is in  existence  and
whether or not such reproduction was made by the Investors in the regular course
of business) and that any enlargement, facsimile or further reproduction of such
reproduction shall likewise be admissible in evidence.

          (f) Successors and Assigns.  This Agreement and the rights of Page and
Mays  hereunder  may be assigned by Page and/or Mays only with the prior written
consent of the Company. Any attempted  assignments by Page or Mays shall be void
and of no force and effect.  Subject to the foregoing,  the terms and conditions
of this Agreement shall inure to the benefit of and be binding upon the Company,
Alexander and Stickle,  and their respective  successors and assigns,  and Page,
Mays and their  permitted  successors and assignees.  Nothing in this Agreement,
express or implied,  is intended to confer upon any party other than the parties
hereto  or  their  respective  successors  and  assigns  any  rights,  remedies,
obligations,  or  liabilities  under or by reason of this  Agreement,  except as
expressly provided in this Agreement.

          (g) Entire Agreement; Amendment and Waiver. This Agreement constitutes
the entire  understanding  of the parties  hereto and  supersedes  all prior and
contemporaneous  agreements or understandings among such parties. This Agreement
may be amended or modified, and the observance of any term of this Agreement may
be waived,  only by a written  instrument  executed by the  Company,  Alexander,
Stickle  and  the  Holders  a  majority  of  the  Registrable   Securities  then
outstanding.

          (h)  Severability.  In the  event  that  any  part  or  parts  of this
Agreement shall be held illegal or unenforceable by any court or  administrative
body  of  competent  jurisdiction,  such  determination  shall  not  effect  the
remaining  provisions  of this  Agreement  which shall  remain in full force and
effect.

          (i)  Counterparts.  This  Agreement  may be  executed  in one or  more
counterparts,  each of  which  shall  be  deemed  an  original  and all of which
together shall be considered one and the same agreement.

          (j) Specific  Performance.  The parties hereto agree that  irreparable
damage would occur if any of the provisions of this Agreement were not performed
in  accordance  with these  specific  terms or were  otherwise  breached.  It is
accordingly  agreed that the parties  shall be entitled to seek an injunction or
injunctions to prevent  breaches of this  Agreement and to enforce  specifically
the terms and  provisions  hereof in any court of the United States or any state
having  jurisdiction,  this being in addition to any other  remedy to which they
are entitled at law or in equity.

          (k) Delay of  Registration.  For a reasonable  period not to exceed 60
days,  the Company  shall not be obligated to prepare and file,  or be prevented
from delaying or abandoning, a registration statement pursuant to this Agreement
at any time  when  the  Company,  in its good  faith  judgment  by the  Board of
Directors with the advice of counsel, reasonably believes:

               (i)  that  the  filing  thereof  at the  time  requested,  or the
offering of  Registrable  Securities  pursuant  thereto,  would  materially  and
adversely affect (A) a pending or scheduled public offering or private placement
of the  Company's  securities,  (B) an  acquisition,  merger,  consolidation  or
similar  transaction  by or of the  Company,  (C)  pre-existing  and  continuing
negotiations,  discussions  or  pending  proposals  with  respect  to any of the
foregoing transactions, or (D) the financial condition of the Company in view of
the  disclosure of any pending or threatened  litigation,  claim,  assessment or
governmental investigation which may be required thereby; and




               (ii) that the failure to disclose any material  information  with
respect to the foregoing  would cause a violation of the  Securities  Act or the
Exchange Act.

          In the event the Company's  Board of Directors  exercises its right to
delay or abandon a registration  statement as provided herein it shall cause the
President or other executive officer of the Company to furnish to the Holders of
Registrable  Securities a certificate  certifying  that the  Company's  Board of
Directors  has  determined  in good  faith that one or more  conditions  of this
Section 3(k) have been satisfied. If the Company shall so postpone the filing of
a registration  statement,  (i) the Company shall use its reasonable  efforts to
limit  the  delay to as short a period as is  practicable  and (ii) the  Holders
shall have the right to withdraw the request for  registration by giving written
notice to the  Company at any time and,  in the event of such  withdrawal,  such
request  shall not be counted for purposes of the requests for  registration  to
which the Initiating Holders are entitled pursuant to this Agreement.

Notwithstanding  the foregoing,  the Company may exercise its rights pursuant to
this Section 3(k) no more than twice during any 12-month period.

          (l)  Aggregation.  All shares of capital  stock  held or  acquired  by
affiliated  Persons shall be aggregated  together for the purpose of determining
the  availability  of any rights  under this  Agreement,  and each such group of
Persons may from time to time designate to the Company, and the Company may rely
upon such designation, one person who is authorized to act on behalf of all such
affiliated Persons.

          (m) Certain Representations. Alexander and Stickle severally represent
and warrant to Page and Mays that they each own 581,250  shares of Common Stock,
and hold options to purchase 10,000 shares of Common Stock.

     IN WITNESS WHEREOF,  the undersigned have executed this Agreement as of the
date first set forth above.


                                           MULTI-LINK

                                           Multi-Link Telecommunications, Inc.



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

                                           INVESTORS



                                           -------------------------------------
                                           L. Van Page



                                           -------------------------------------
                                           Larry Mays









                                           ALEXANDER



                                           -------------------------------------
                                           Nigel V. Alexander

                                          STICKLE



                                           -------------------------------------
                                           Shawn B. Stickle