MULTI LINK TELECOMMUNICATIONS INC
SECURITIES PURCHASE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.23
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>SECURITIES PURCHASE AGREEMENT
<TEXT>









                                  Exhibit 10.23

                          Securities Purchase Agreement









                          SECURITIES PURCHASE AGREEMENT


                                     between


                       MULTI-LINK TELECOMMUNICATIONS, INC.



                                       and


                           GLENAYRE TECHNOLOGIES, INC.







                            Dated as of June 30, 2000









<PAGE>


                          SECURITIES PURCHASE AGREEMENT


     THIS SECURITIES PURCHASE  AGREEMENT,  dated as of June 30, 2000, is between
MULTI-LINK TELECOMMUNICATIONS, INC., a Colorado corporation (the "Company"), and
GLENAYRE TECHNOLOGIES,  INC., a Delaware corporation (the "Purchaser").

                              Statement of Purpose

     The Company  proposes to issue to the Purchaser  shares of its common stock
and warrants to purchase its common stock on the terms and conditions  described
herein.

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

                                    ARTICLE I

                           DEFINITIONS; CONSTRUCTION

     SECTION 1.1 Definitions

     As used in this  Agreement,  and unless the  context  requires a  different
meaning, the following terms have the meanings indicated:

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

     "Agreement"  means  this  Securities  Purchase  Agreement,  as  amended  or
supplemented from time to time.

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

     "Capital Stock" means,  with respect to the Company,  the Common Stock, the
$.01 par  value  Preferred  Stock  and any and all  other  capital  stock of the
Company.

     "Closing"  means  the  issuance  and  purchase  of the  Securities  and the
consummation of the other Transactions as described in Section 2.02.

     "Closing Date" has the meaning set forth in Section 2.02.

     "Code"  means  the  Internal  Revenue  Code of  1986,  as  amended,  or any
successor statute thereto.

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

     "Common  Stock" means (1) the no par value common stock of the Company,  as
described in the Company Charter Documents, (2) any other class of capital stock
hereafter  authorized  having  the  right to share in  distributions  either  of





<PAGE>


earnings or assets  without limit as to amount or  percentage  and (3) any other
capital stock into which such Common Stock is reclassified or reconstituted.

     "Company Charter  Documents" means the Articles of Incorporation and Bylaws
of the Company,  as in effect on the date hereof, and as amended or supplemented
from time to time in accordance with the provisions hereof and thereof.

     "Contractual  Obligation"  means,  as to any Person,  any  provision of any
securities  issued by such Person or of any indenture or credit agreement or any
agreement, instrument or other undertaking to which such Person is a party or by
which it or any of its property is bound or to which it may be subject.

     "Environmental  Laws"  means any and all  federal,  state  and local  laws,
statutes,   ordinances,   rules,  regulations,   permits,  licenses,  approvals,
interpretations  and  orders of courts or  Governmental  Authorities  (including
common law),  relating to the  protection  of human  health or the  environment,
including requirements pertaining to the manufacture,  processing, distribution,
use,  treatment,   storage,  disposal,   transportation,   handling,  reporting,
licensing, permitting, investigation or remediation of Hazardous Materials.

     "Environmental  Liability"  means any  liability,  contingent  or otherwise
(including any liability for damages, costs of environmental remediation, fines,
penalties  or  indemnities),  of the  Company  or  any  Subsidiary  directly  or
indirectly  resulting from or based upon (1) violation of any Environmental Law,
(2)  the  generation,  use,  handling,  transportation,  storage,  treatment  or
disposal of any Hazardous  Materials,  (3) exposure to any Hazardous  Materials,
(4) the  release or  threatened  release  of any  Hazardous  Materials  into the
environment  or (5) any  contract,  agreement  or other  consensual  arrangement
pursuant to which  liability  is assumed or imposed  with  respect to any of the
foregoing.

     "Exchange Act" means the Securities  Exchange Act of 1934, as amended,  and
the rules and regulations of the Commission thereunder.

     "Financial Statements" has the meaning set forth in Section 5.12.

     "GAAP"  means  generally  accepted  accounting   principles  applied  on  a
consistent basis.

     "Glenayre  Electronics"  means  Glenayre  Electronics,   Inc.,  a  Colorado
corporation and wholly owned subsidiary of the Purchaser.

     "Governmental  Approvals" means all  authorizations,  consents,  approvals,
licenses,  registrations  and filings  with,  and  reports to, all  Governmental
Authorities.

     "Governmental  Authority" means any federal,  state, local or foreign court
or governmental agency, authority, instrumentality or regulatory body.

     "Hazardous  Materials"  means any  substances or materials (1) which are or
become  defined  as  hazardous   wastes,   hazardous   substances,   pollutants,
contaminants  or toxic  substances  under any  Environmental  Law, (2) which are
toxic, explosive, corrosive, flammable, infectious,  radioactive,  carcinogenic,
mutagenic or otherwise  harmful to human  health or the  environment  and are or
become  regulated  by any  Governmental  Authority,  (3) the  presence  of which
require  investigation  or  remediation  under any  Environmental  Law,  (4) the
discharge or emission or release of which requires a permit or license under any
Environmental  Law or other  governmental  approval,  (5) which are  deemed by a
Governmental  Authority  to  pose a  health  or  safety  hazard  to  persons  or
neighboring  properties,  (6) which are materials  consisting of  underground or
aboveground  storage tanks,  whether empty,  filled or partially filled with any
substance, or (7) which contain, without limitation,  asbestos,  polychlorinated
biphenyls, urea formaldehyde foam insulation, petroleum hydrocarbons,  petroleum
derived  substances or waste,  crude oil, nuclear fuel, natural gas or synthetic
gas.

     "Material Adverse Effect" means a material adverse change in or effect upon
(1)  the  business,  assets,  properties,  results  of  operation  or  condition
(financial  or  otherwise)  of the  Company or (2) the ability of the Company to




                                       2
<PAGE>



perform its  obligations,  or of the Purchaser to enforce its rights,  under the
Transaction Documents.

     "Person"  means  any   individual,   partnership,   joint  venture,   firm,
corporation,  limited liability company, association,  trust or other enterprise
(whether or not incorporated) or any Governmental Authority.

     "Preemptive  Rights" means any preemptive or other similar rights  (whether
created by contract or any  Requirement  of Law)  applicable  at any time to the
Company or any of its Subsidiaries.

     "Purchase  Order"  means a Purchase  Order for the purchase of equipment by
the Company from  Glenayre  Electronics,  a copy of which is attached  hereto as
Exhibit 1.

     "Registration  Rights  Agreement" means the  Registration  Rights Agreement
between the Company and the Purchaser in the form of Exhibit 2 hereto.

     "Requirement  of Law" means,  with  respect to a Person,  any law,  treaty,
rule, regulation, right, privilege, qualification, license or franchise or final
and   nonappealable   determination  of  an  arbitrator  or  a  court  or  other
Governmental Authority or any other judicial or government restriction,  in each
case  applicable  to or binding  upon such  Person or any of its  property or to
which such Person or any of its property is subject or  pertaining to any of the
Transactions.

     "SEC Documents" has the meaning set forth in Section 5.13.

     "Securities" has the meaning set forth in Section 2.01.

     "Securities  Act" means the  Securities  Act of 1933,  as amended,  and the
rules and regulations of the Commission thereunder.

     "Shares" has the meaning set forth in Section 2.01.

     "Subsidiary"  means (1) any corporation more than 50% of whose stock of any
class or classes  having by the terms thereof  ordinary  voting power to elect a
majority  of the  directors  of such  corporation  is at the  time  owned by the
Company directly or indirectly  through other  Subsidiaries of the Company,  and
(2) any  partnership,  association,  joint  venture or other entity in which the
Company directly or indirectly through its Subsidiaries has more than 50% of the
equity interests at any time.

     "Transactions"  means the sale and purchase of the Securities and the other
transactions contemplated by this Agreement and the other Transaction Documents.

     "Transaction   Documents"   means,   collectively,   this  Agreement,   the
Registration  Rights  Agreement,  the  Purchase  Order and the  Volume  Purchase
Agreement.

     "Volume  Purchase  Agreement" means the Volume Purchase  Agreement  between
Glenayre  Electronics and the Company in the form of Exhibit 3 hereto.  Warrant"
has the meaning set forth in Section 2.01.

     SECTION 1.2 Construction;  Accounting  Terms.  Unless the context otherwise
requires, "or" is not exclusive, and references to Sections refer to Sections of
this Agreement.  All pronouns and any variations thereof refer to the masculine,
feminine or neuter,  singular or plural, as the context may require.  References
to "include" or "including" mean include or including  without  limitation.  All
accounting terms used herein not expressly  defined in this Agreement shall have
the respective meanings given to them in accordance with GAAP.



                                       3
<PAGE>


                                   ARTICLE II

                         PURCHASE AND SALE OF SECURITIES

     SECTION 2.1 Purchase and Sale of Securities

     Subject to the terms and  conditions  set forth in this  Agreement,  and in
reliance upon the representations and warranties set forth below, on the Closing
Date, the Purchaser  shall  purchase from the Company,  at and for an aggregate,
combined  purchase price of $1,000,000 (the "Purchase  Price"),  and the Company
shall issue and sell to the  Purchaser:  (1) 104,439 shares of Common Stock (the
"Shares")  and (2) a Common  Stock  Purchase  Warrant  in the form of  Exhibit 4
hereto,  exercisable  for  100,000  shares (the  "Warrant").  The Shares and the
Warrant are collectively referred to in this Agreement as the "Securities".

     SECTION 2.2 Closing

     (a)  Subject to the terms and  conditions  of this  Agreement,  the Closing
shall  be  held  contemporaneously  with  the  execution  and  delivery  of this
Agreement (the "Closing Date").

     (b) At the Closing, the Company shall:

          (1) deliver to the Purchaser  (A) evidence  that the  Company's  stock
     transfer agent has been given an irrevocable  instruction to deliver to the
     Purchaser certificates for the Shares and (B) the Warrant;

               (2)  execute  and deliver to the  Purchaser  the Volume  Purchase
          Agreement;

               (3) execute and deliver to the Purchaser  the Purchase  Order and
          pay to  Glenayre  Electronics  the sum of  $800,000,  as a  credit  to
          Glenayre against the Purchase Price; and

               (4) execute and deliver to the Purchaser the Registration  Rights
          Agreement.

     (c) At the Closing, the Purchaser shall:

               (1)  pay  to the  Company  the  balance  of  the  Purchase  Price
          ($200,000)  after the credit  pursuant to Section  2.02(b)(3)  by wire
          transfer of immediately available funds;

               (2) deliver to the Company the Volume  Purchase  Agreement,  duly
          executed by Glenayre Electronics;

               (3) deliver to the Company the Purchase Order,  duly acknowledged
          by Glenayre Electronics; and

               (4) execute and  deliver to the Company the  Registration  Rights
          Agreement.

                                   ARTICLE III

                          CONDITIONS TO THE OBLIGATION
                            OF THE PURCHASER TO CLOSE

     The  obligation  of the  Purchaser to purchase the  Securities,  to pay the
Purchase  Price at the Closing and to perform  its other  obligations  hereunder
shall be subject to the  satisfaction  as  determined  by the  Purchaser  of the
following conditions:



                                       4
<PAGE>


     SECTION 3.1 No Adverse Proceedings

     No action, suit or proceeding before any Governmental  Authority shall have
been commenced,  no investigation by any Governmental  Authority shall have been
commenced, and no action, suit or proceeding by any Governmental Authority shall
have been threatened  against any of the parties to this  Agreement,  seeking to
restrain,  prevent or challenge the  Transactions or questioning the validity or
legality of any of the Transactions or seeking damages in connection with any of
the  Transactions.  SECTION 3.2 Good Standing  Certificates  The Purchaser shall
have  received   certificates   as  of  a  recent  date  as  to  the  existence,
qualification  and good  standing of the Company  under the laws of the State of
Colorado.

     SECTION Section 3.3 Secretary's Certificate

     The Purchaser shall have received a certificate, dated the Closing Date and
signed by the Secretary of the Company  certifying (1) that the attached  copies
of the Articles of  Incorporation  and Bylaws of the Company and  resolutions of
the Board of  Directors  of the  Company  approving  this  Agreement,  the Other
Transaction  Documents and the Transactions,  are all true, complete and correct
and remain  unamended and in full force and effect and (2) as to the  incumbency
and specimen  signature of each officer of the Company  executing this Agreement
and the other Transaction Documents to which the Company is a party.

     SECTION 3.4 Purchase Permitted by Applicable Laws

     The  acquisition of and payment for Securities and the  consummation of the
Transactions (1) shall not be prohibited by any Requirement of Law and (2) shall
not subject the Purchaser to any penalty under or pursuant to any Requirement of
Law.

     SECTION 3.5 Consents and Approvals

     All consents,  exemptions,  authorizations  or other actions by, or notices
to, or  filings  with,  Governmental  Authorities  and other  Persons  under any
Contractual   Obligations  of  the  Company  required  in  connection  with  the
execution,  delivery or performance  by the Company or  enforcement  against the
Company  of this  Agreement  and the other  Transaction  Documents  to which the
Company is a party shall have been obtained and be in full force and effect, and
the Purchaser shall have been furnished with appropriate  evidence thereof,  and
all waiting periods shall have lapsed without extension or the imposition of any
conditions or restrictions.

     SECTION 3.6 Legal Opinion

     The Purchaser shall have received the legal opinion of Faegre & Benson LLP,
counsel to the Company, addressing the matters set forth in Exhibit 5 hereto.

                                   ARTICLE IV

                          CONDITIONS TO THE OBLIGATION
                             OF THE COMPANY TO CLOSE

     The  obligations  of the  Company  to issue and sell to the  Purchaser  the
Securities and to perform its other  obligations  hereunder  shall be subject to
the satisfaction as determined by the Company of the following conditions:

     SECTION 4.01 Issuance Permitted by Applicable

     Laws The  issuance  of the  Securities  by the  Company  hereunder  and the
consummation of the  Transactions  shall not be prohibited by any Requirement of
Law.

     SECTION 4.02 CONSENTS AND APPROVALS

     All consents,  exemptions,  authorizations  or other actions by, or notices
to, or  filings  with,  Governmental  Authorities  and other  Persons  under any
Contractual  Obligations  of the  Purchaser  required  in  connection  with  the
execution,  delivery or performance by the Purchaser or enforcement  against the




                                       5
<PAGE>


Purchaser of this Agreement and the other Transaction  Documents shall have been
obtained  and be in full  force and  effect,  and the  Company  shall  have been
furnished with appropriate  evidence thereof, and all waiting periods shall have
lapsed without extension or the imposition of any conditions or restrictions.

     SECTION 4.03 No Adverse Proceedings

     No action, suit or proceeding before any Governmental  Authority shall have
been commenced,  no investigation by any Governmental  Authority shall have been
commenced, and no action, suit or proceeding by any Governmental Authority shall
have been  threatened  against any of the parties to this  Agreement  seeking to
restrain,  prevent or challenge the  Transactions or questioning the validity or
legality of any of the Transactions or seeking damages in connection with any of
the Transactions.

                                    ARTICLE V

                               REPRESENTATIONS AND
                            WARRANTIES OF THE COMPANY

     The Company hereby represents and warrants to the Purchaser as follows:

     SECTION 5.01 Corporate Existence and Power

     The Company (1) is a corporation  duly organized,  validly  existing and in
good standing under the laws of Colorado,  (2) has all requisite corporate power
and authority to own and operate its  property,  to lease the property it leases
and to conduct the business in which it is currently,  or is currently  proposed
to be,  engaged,  and (3) has the  corporate  power and  authority  to  execute,
deliver  and  perform  its  obligations  under  this  Agreement  and each  other
Transaction Document to which it is a party.

     SECTION 5.02 Corporate Authorization; No Contravention

     (a)  The  execution,  delivery  and  performance  by the  Company  of  this
Agreement and each other Transaction Document to which it is a party,  including
the issuance by the Company of the Securities,  (1) have been duly authorized by
all necessary  corporate action,  (2) do not contravene the terms of the Company
Charter  Documents,  and (3) will not  violate,  conflict  with or result in any
breach or contravention of any Contractual Obligation or any Requirement of Law.

     (b) Except to the extent that the failure to do so  (individually or in the
aggregate)  could not reasonably be expected to have a Material  Adverse Effect,
each of the  Company and its  Subsidiaries  (1) has all  Governmental  Approvals
required under any  Requirement  of Law for it to conduct its business,  each of
which is in full force and effect,  (2) is in compliance with each  Governmental
Approval  applicable to it and in compliance with all other  Requirements of Law
relating to it or any of its respective  properties and (3) has timely filed all
material reports, documents and other materials required to be filed by it under
any Requirement of Law with any Governmental Authority.

     SECTION 5.03 Governmental Authorization; Third Party Consents

     No Governmental Approval and no approval, consent,  compliance,  exemption,
authorization  or other  action  by, or notice  to,  or filing  with,  any other
Person,  and no  lapse  of a  waiting  period  under a  Requirement  of Law,  is
necessary or required in connection with the execution,  delivery or performance
by the Company or enforcement  against the Company of this Agreement,  the other
Transaction Documents or the Transactions.

     SECTION 5.04 Binding Effect

     This Agreement and the other Transaction  Documents to which the Company is
a party have been duly executed and delivered by the Company and  constitute the
legal, valid and binding  obligations of the Company  enforceable  against it in
accordance with their respective terms except as  enforceability  may be limited
by  applicable  bankruptcy,  insolvency,  reorganization,  moratorium  or  other
similar laws  affecting the  enforcement of creditors'  rights  generally and by
general   principles  of  equity  relating  to   enforceability.



                                       6
<PAGE>



     SECTION 5.05 Capitalization.

     (a) The  authorized  Capital  Stock of the Company  consists  solely of (1)
20,000,000  shares of Common  Stock,  of which  3,937,508  shares are issued and
outstanding and (2) 5,000,000 shares of $.01 par value Preferred Stock, of which
no  shares  are  issued.  Each  of the  Securities,  upon  issuance  thereof  in
accordance  with the terms of this  Agreement (1) have been duly  authorized and
validly issued, (2) will be fully paid and nonassessable and will not be subject
to call and (3) will not have  been  issued  in  violation  of,  and will not be
subject to, any Preemptive Rights.

     (b) Except for the Securities and as set forth on Schedule 5.05 hereto, (1)
there are no outstanding subscriptions, warrants, options, calls, commitments or
other  rights or  agreements  to which the  Company is bound or  entitled to the
benefit of relating to the issuance, sale, redemption, transfer or voting of any
Capital Stock of the Company,  (2) no shares of Capital Stock of the Company are
reserved for any purpose and (3) no Person has any right or  entitlement  to any
Capital Stock of the Company (including as the result of any Preemptive Rights).

     SECTION 5.06 Litigation; Environmental Matters.

     (c) There are no legal  actions,  suits,  proceedings,  claims or  disputes
pending, or to the knowledge of the Company,  threatened,  at law, in equity, in
arbitration  or before  any  Governmental  Authority  against or  affecting  the
Company or any of its Subsidiaries  (1) which affects the legality,  validity or
enforceability  of this  Agreement  or any other  Transaction  Document or which
seeks to obtain damages or obtain relief as a result of, the Transactions or (2)
which  could  reasonably  be  expected  to have a Material  Adverse  Effect.  No
injunction, writ, temporary restraining order, decree or any order of any nature
has been  issued  by any court or other  Governmental  Authority  purporting  to
enjoin or restrain the  execution,  delivery or performance of this Agreement or
any of the other Transaction Documents.

     (d) Except with respect to any other matters that,  individually  or in the
aggregate,  could not  reasonably  be expected  to result in a Material  Adverse
Effect, neither the Company nor any of its Subsidiaries (1) has failed to comply
with any  Environmental  Law or to obtain,  maintain  or comply with any permit,
license or other approval required under any  Environmental  Law, (2) has become
subject to any  Environmental  Liability,  (3) has received  notice of any claim
with  respect to any  Environmental  Liability or (4) knows of any basis for any
Environmental Liability.

     SECTION  5.07 No Default  or Breach.  Neither  the  Company  nor any of its
Subsidiaries is in default under or with respect to any  Contractual  Obligation
in any respect,  which,  individually or together with all such defaults,  could
reasonably be expected to have a Material Adverse Effect.








                                       7
<PAGE>



     SECTION 5.08 Disclosure. This Agreement and any other document, certificate
or statement  furnished  to the  Purchaser by or on behalf of the Company do not
contain any untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements  contained  herein or therein,  in the
light of the circumstances under which they were made, not misleading.  There is
no fact  known  to the  Company  which  the  Company  has not  disclosed  to the
Purchaser  in writing  which has had or could  reasonably  be expected to have a
Material Adverse Effect.

     SECTION  5.09 Taxes.  Each of the Company and its  Subsidiaries  has timely
filed or caused to be filed all tax returns  and  reports  required to have been
filed and has paid or caused to be paid all taxes  required to have been paid by
it,  except (1) taxes  that are being  contested  in good  faith by  appropriate
proceedings and for which the Company or such Subsidiary, as applicable, has set
aside on its books adequate reserves or (2) to the extent that the failure to do
so could not reasonably be expected to result in a Material Adverse Effect.

     SECTION 5.10 Private Offering.  No form of general  solicitation or general
advertising  was used by the Company or its  representatives  in connection with
the offer or sale of the Securities.  Assuming the truth of the  representations
made in Article VI, no registration of the Securities pursuant to the provisions
of the  Securities  Act or any  state  securities  or "blue  sky"  laws  will be
required  by the offer,  sale or  issuance  of the  Securities  pursuant to this
Agreement.

     SECTION 5.11  Broker's,  Finder's or Similar  Fees.  There are no brokerage
commissions,  finder's fees or similar fees or commissions payable in connection
with the Transactions or any other Transaction  Document to which the Company is
a party,  based on any agreement,  arrangement or understanding with the Company
or any action taken by the Company.

     SECTION 5.12 Financial Statements.  Schedule 5.12 hereto contains copies of
the  audited  consolidated  balances  sheet  as of  September  30,  1999 and the
unaudited interim  consolidated  balance sheet as of March 31, 2000 (the "Latest
Balance  Sheet") for the Company and its  Subsidiaries,  and the related audited
consolidated   statements  (other  than  the  unaudited   interim   consolidated
statements  for the period ending March 31, 2000) of  operations,  shareholders'
equity and cash flows of the Company and its Subsidiaries for the fiscal periods
then ended (collectively,  the "Financial Statements"). The Financial Statements
(1)  fairly  present,  in all  material  respects,  the  consolidated  financial
condition  and the  consolidated  results of  operations  of the Company and its
Subsidiaries  as at the dates and for the periods  indicated  therein,  (2) were
based on the books and records of the Company and were  prepared on a consistent
basis for the Company, and (3) have been prepared in accordance with GAAP. Since
March 31, 2000, there has been no material change in the condition, financial or
otherwise,  of the Company and its  Subsidiaries  as shown on the Latest Balance
Sheet as of such date,  except changes in the ordinary course of business,  none
of which  individually  or in the aggregate  has been  materially  adverse.  The
fiscal year of the Company and each of its Subsidiaries  ends on September 30 of
each year.











                                       8
<PAGE>



     SECTION 5.13 SEC  Documents.  The Company has filed in a timely  manner all
documents  that the  Company  was  required  to file with the  Commission  under
Sections  13,  14(a) and 15(d) of the  Exchange  Act,  since its initial  public
offering.  As of their  respective  filing  dates,  all  documents  filed by the
Company  with the  Commission  (the "SEC  Documents")  complied in all  material
respects with the  requirements  of the Exchange Act or the  Securities  Act, as
applicable. None of the SEC Documents as of their respective dates contained any
untrue  statement of a material fact or omitted to state  material fact required
to be stated therein or necessary to make the statements made therein,  in light
of the circumstances  under which they were made, not misleading.  The financial
statements of the Company included in the SEC Documents comply as to form in all
material respects with applicable accounting requirements and with the published
rules and regulations of the Commission with respect thereto.

     SECTION 5.14  Intellectual  Property  Matters.  Each of the Company and its
Subsidiaries  owns or possesses rights to use all  intellectual  property rights
which are required to conduct its business except to the extent that the failure
to do so could not reasonably be expected to have a Material Adverse Effect.  No
event has occurred which permits, or after notice or lapse of time or both would
permit,  the  revocation  or  termination  of any such  rights,  and neither the
Company nor its Subsidiaries is liable to any Person for infringement  under any
Requirement  of Law with  respect to any such rights as a result of its business
operation except to the extent that the failure to do so could not reasonably be
expected to have a Material Adverse Effect.

                                   ARTICLE VI

                               REPRESENTATIONS AND
                           WARRANTIES OF THE PURCHASER

     The Purchaser hereby represents and warrants to the Company as follows:

     SECTION 6.04 Authorization;  No Contravention.  The execution, delivery and
performance  by the  Purchaser  of  this  Agreement  and the  other  Transaction
Documents  to which the  Purchaser  is a party (1) are  within  the  Purchaser's
corporate  power and  authority  and has been duly  authorized  by all necessary
action,  (2) does not  contravene  the terms of the  Purchaser's  Certificate of
Incorporation or Bylaws and (3) will not violate, conflict with or result in any
breach or contravention of any Contractual Obligation or any Requirement of Law.

     SECTION 6.05  Binding  Effect.  This  Agreement  and the other  Transaction
Documents  to which  the  Purchaser  is a party  have  been  duly  executed  and
delivered  by  the  Purchaser  and  constitute  the  legal,  valid  and  binding
obligation of the  Purchaser  enforceable  against it in  accordance  with their
respective  terms,  except  as  enforceability  may  be  limited  by  applicable
bankruptcy,  insolvency,  reorganization,  moratorium,  fraudulent conveyance or
other similar laws affecting the enforcement of creditors'  rights  generally or
by general equitable principles relating to enforceability.








                                       9
<PAGE>



     SECTION 6.06 Accredited  Investor;  Purchase for Own Account. The Purchaser
is an  "accredited  investor"  within  the  meaning  of  Regulation  D under the
Securities  Act. The  Securities are being acquired for its own account and with
no intention of distributing or reselling such securities or any part thereof in
any  transaction  that  would  be in  violation  of  the  Securities  Act or the
securities laws of any state,  without prejudice,  however, to the rights of the
Purchaser  at all times to sell or  otherwise  dispose of all or any part of the
Securities under an effective  registration  statement under the Securities Act,
or under an exemption from such registration available under the Securities Act.
The  Company  has  made  available  to the  Purchaser,  and  its  attorneys  and
accountants,  any and all documents that the Purchaser has requested relating to
the Securities  (including the SEC Documents) and has provided answers to all of
the  Purchaser's  questions  concerning  the  Company  and the  Securities.  The
Purchaser  understands  that: (i) the Securities have not been registered  under
the Securities Act or the securities laws of any state, based upon the exemption
from such registration requirements pursuant to Section 4(2) and/or Regulation D
under  the  Securities  Act;  (ii) the  Securities  are and will be  "restricted
securities," as such term is defined in Rule 144 under the Securities Act; (iii)
the  Securities may not be sold or otherwise  transferred  unless they have been
first  registered  under the Securities Act and all applicable  state securities
laws, or unless exemptions from such registration  provisions are available with
the respect to said resale and transfer; and (iv) the certificates  representing
the  Securities  will  bear a legend  to the  effect  that the  transfer  of the
Securities represented thereby is subject to the provisions hereof.

     SECTION 6.04  Broker's,  Finder's or Similar  Fees.  There are no brokerage
commissions,  finder's fees or similar fees or commissions payable in connection
with the transactions  contemplated hereby, or by any other Transaction Document
to which  the  Purchaser  is a party,  based on any  agreement,  arrangement  or
understanding with the Purchaser or any action taken by the Purchaser.

     SECTION  6.05   Governmental   Authorization;   Third  Party  Consent.   No
Governmental  Approval  and  no  approval,   consent,   compliance,   exemption,
authorization or other action by, or notice to, or filing with, any other Person
in respect of any  Requirement  of Law, and no lapse of a waiting period under a
Requirement  of Law, is necessary or required in connection  with the execution,
delivery or performance by the Purchaser or enforcement against the Purchaser of
this Agreement, the other Transaction Documents or the Transactions.


                                   ARTICLE VII

                        FINANCIAL INFORMATION AND NOTICES

     Until such time as the Securities are no longer held by the Purchaser,  the
Company hereby covenants and agrees with the Purchaser as follows:

     SECTION 7.07 Financial Statements and Other Information.  The Company shall
deliver to the Purchaser:

     (a) As soon as available, but in any event not later than 45 days after the
end of each of the  first  three  fiscal  quarters  of each  fiscal  year of the
Company,  the consolidated  balance sheet of the Company and its Subsidiaries as
at the end of such quarter and the related unaudited consolidated  statements of
income,  shareholders'  equity  and  of  cash  flows  of  the  Company  and  its
Subsidiaries for such quarter and the portion of the fiscal year through the end
of such quarter;





                                       10
<PAGE>



     (b) As soon as  available  and in any event within 90 days after the end of
each fiscal  year,  (1) the  consolidated  balance  sheet of the Company and its
Subsidiaries as at the end of such year and the related consolidated  statements
of income,  stockholders'  equity and cash flows for such fiscal year, and (2) a
report with respect to the financial statements from the independent  accounting
firm selected by the Company to audit the Company's financial statements.

     (c)  Promptly  upon  receipt  thereof,  copies of all  significant  reports
submitted  to the  Company  or any of its  Subsidiaries  by  independent  public
accountants  in  connection  with each annual,  interim or special  audit of the
financial   statements  of  the  Company  and  its  Subsidiaries  made  by  such
accountants,  including  the comment  letter  submitted by such  accountants  to
management in connection with their annual audit.

     (d) Promptly upon their  becoming  available,  copies of: (1) all financial
statements,  reports, notices and proxy statements sent or made available by the
Company to its  shareholders,  (2) all  regular  and  periodic  reports  and all
registration statements and prospectuses,  if any, filed by the Company with any
securities  exchange  or with the  Commission  or any  governmental  or  private
regulatory  authority  and (3) all  press  releases  and other  statements  made
available by the Company or any Subsidiary to the public concerning developments
in the business of the Company or any Subsidiary.

     (e) With  reasonable  promptness,  such  other  information  and data  with
respect to the Company or any  Subsidiary as from time to time may be reasonably
requested by the Purchaser.

     (f)  Promptly  (but in no event  later than 30 days after an officer of the
Company obtains  knowledge  thereof)  written notice of: (1) the commencement of
all  proceedings  and  investigations  by or before any  Governmental  Authority
(including  any notice of violation of any  Requirement  of Law) and all actions
and  proceedings in any court or before any arbitrator  against or involving the
Company or any Subsidiary, in each case involving a claim or liability in excess
of $250,000 and not fully covered by insurance,  (2) any labor  controversy that
has resulted in or threatens to result in, a strike or other work action against
the  Company or any  Subsidiary,  (3) any  attachment,  judgment,  levy or order
exceeding  $250,000 that could reasonably be expected to be assessed against the
Company or any Subsidiary,  and (4) any event,  occurrence,  condition,  change,
development or effect that,  individually or in the aggregate,  has resulted in,
or could  reasonably  be  expected  to become or result in, a  Material  Adverse
Effect.

     SECTION 7.08 Board of Directors Observation Rights

     (a) The  Company  shall  provide  the  Purchaser  the  right  to  have  one
representative present (whether in person or by telephone,  at the option of the
Purchaser)  at all  meetings  of the Board of  Directors  of the Company and all
Committees  of such  Board  (including  its  Audit  Committee  and  Compensation
Committee); provided, that (1) such representative shall not be entitled to vote
at such  meetings  and (2) such  representative  shall not be entitled to attend
that portion of meetings during which the Board of Directors or any Committee of
such Board shall  discuss (i) any matter  which the Board of  Directors  or such
Committee  believes,  in good  faith,  would  represent  a conflict  of interest
vis-a-vis the Purchaser,  or (ii) any matter which,  in the  reasonable  written
opinion of the  Company's  counsel,  is entitled to  attorney/client  privilege.

     (b) The Company shall  provide the Purchaser  with a notice of each meeting
of the Board of Directors of the Company or its  Committees as is distributed to
its  directors or members,  as the case may be, in  accordance  with the Company
Charter  Documents  together  with all  materials  that are  distributed  to the
directors or members, as the case may be, pertaining to such meeting.

     SECTION 7.09  Confidentiality  The  Purchaser  shall hold any  confidential
information  it  may  learn  pursuant  to  this  Agreement  (the   "Confidential
Information") in strict confidence and safeguard such  Confidential  Inforamtion
using  procedures  no less  stringent  than those  used with  respect to its own
proprietary,  confidential  and private  information  of a similar  nature.  The
Purchaser  shall  not  use,   disclose  or  make  copies  of  such  Confidential




                                       11
<PAGE>


Information  without the prior  written  consent of the Company.  The  Purchaser
acknowldeges that the Company is allowing access to the Confidential Information
in reliance upon the Purchaser's promise of confidentiality.

                                  ARTICLE VIII

                              AFFIRMATIVE COVENANTS

     Until such time as the Securities are no longer held by the Purchaser,  the
Company  hereby  covenants and agrees with the Purchaser  that the Company shall
cause each Subsidiary to:

     SECTION 8.01  Preservation  of  Corporate  Existence  and Related  Matters.
Preserve  and  maintain  its  separate  corporate   existence  and  all  rights,
franchises,  licenses and  privileges  necessary to the conduct of its business;
and qualify and remain  qualified as a foreign  corporation and authorized to do
business in each  jurisdiction  in which the character of its  properties or the
nature of its business requires such  qualification or authorization,  except in
each case to the extent that the failure to be or remain so qualified  could not
reasonably be expected to have a Material Adverse Effect.

     SECTION 8.02  Maintenance of Property.  Protect and preserve all properties
necessary and material to its business,  including  copyrights,  patents,  trade
names and  trademarks;  maintain in good working order and  condition  (ordinary
wear and tear  excepted) all  buildings,  equipment and other  tangible real and
personal property necessary and material to its business.

     SECTION 8.03 Maintenance of Insurance.  Maintain insurance with responsible
insurance  companies  against such risks and in such amounts as are  customarily
maintained by similar businesses or as may be required by any Requirement of Law
or any Contractual Obligation.

     SECTION 8.04 Payment of Taxes and  Governmental  Charges.  Pay all material
taxes, assessments and other governmental charges that may be levied or assessed
upon it or any of its  property,  provided  that the Company  may  contest  such
taxes,  assessments  and other  governmental  charges  in good  faith so long as
adequate reserves are maintained with respect thereto in accordance with GAAP.

     SECTION 8.05 Accounting Methods and Financial Records. Maintain a system of
accounting,  and keep such books,  records and accounts as may be required or as
may be necessary to permit the preparation of financial statements in accordance
with GAAP  consistently  applied and in compliance  with the  regulations of any
Governmental Authority having jurisdiction over it or any of its properties.

     SECTION 8.06  Compliance With Laws and  Obligations.  Observe and remain in
material compliance with all Requirements of Law and Contractual Obligations and
maintain  in full  force and  effect all  Governmental  Approvals,  in each case
applicable or necessary to the conduct of its business.





                                       12
<PAGE>



     SECTION  8.07  Visits  and  Inspections.   Permit  representatives  of  the
Purchaser,  from time to time during normal  business hours and upon  reasonable
prior  notice,  to visit and  inspect its books,  records  and files,  including
management  letters  prepared by independent  accountants;  and discuss with its
principal  officers  and its  independent  accountants,  its  business,  assets,
liabilities, financial condition, results of operations and business prospects.

                                   ARTICLE IX

                                 INDEMNIFICATION

     SECTION 9.01  Indemnification.  In addition to all other sums due hereunder
or provided for in this Agreement, the Company shall indemnify and hold harmless
the Purchaser and its Affiliates and its officers, directors, agents, employees,
subsidiaries, partners and controlling persons (each, an "Indemnified Party") to
the  fullest  extent  permitted  by law,  from and  against  any and all losses,
claims,  damages,  expenses (including reasonable fees,  disbursements and other
charges of counsel) or other liabilities (collectively, "Losses") resulting from
or arising  out of any breach of any  representation  or  warranty,  covenant or
agreement  of the  Company,  or  any  legal,  administrative  or  other  actions
(including  actions  brought by the Company or any equity holders of the Company
or derivative actions brought by any Person claiming through or in the Company's
name),  proceedings or investigations (whether formal or informal),  based upon,
relating to or arising out of the Transactions,  or any Indemnified Party's role
therein or in the Transactions. In connection with the obligation of the Company
to  indemnify  for  expenses  as  set  forth  above,  the  Company  shall,  upon
presentation of appropriate  invoices  containing  reasonable detail,  reimburse
each  Indemnified  Party  for all  such  expenses  (including  reasonable  fees,
disbursements  and  other  charges  of  counsel)  as they are  incurred  by such
Indemnified Party.

     SECTION 9.02  Notification.  Each  Indemnified  Party under this Article IX
will,  promptly after the receipt of notice of the  commencement  of any action,
investigation,  claim or other  proceeding  against  such  Indemnified  Party in
respect of which indemnity may be sought from the Company under this Article IX,
notify the  Company in writing  of the  commencement  thereof.  In case any such
action, claim or other proceeding shall be brought against any Indemnified Party
and it shall notify the Company of the commencement  thereof,  the Company shall
be entitled  to assume the  defense  thereof at its own  expense,  with  counsel
reasonably satisfactory to the Indemnified Party.  Notwithstanding the Company's
election to appoint counsel to represent the  Indemnified  Parties in an action,
each  Indemnified  Party shall have the right to employ separate  counsel at its
own  expense.  The Company  agrees that it will not,  without the prior  written
consent  of the  Purchaser,  settle,  compromise  or consent to the entry of any
judgment in any pending or threatened  claim,  action or proceeding  relating to
the matters  contemplated hereby (if any Indemnified Party is a party thereto or
has been actually threatened to be made a party thereto) unless such settlement,
compromise  or consent  includes an  unconditional  release of the Purchaser and
each other Indemnified Party from all liability arising or that may arise out of
such claim,  action or proceeding.  The rights  accorded to Indemnified  Parties
hereunder shall be in addition to any rights that any Indemnified Party may have
at common law, by separate agreement or otherwise.






                                       13
<PAGE>



                                    ARTICLE X

                                  MISCELLANEOUS

     SECTION  10.01  Survival.  All  of  the  representations,   warranties  and
agreements  made  herein  shall  survive  the  execution  and  delivery  of this
Agreement, any investigation by or on behalf of the Purchaser, acceptance of the
Securities and payment therefor.

     SECTION  10.02  Notices.  All  notices,  demands  and other  communications
provided  for or  permitted  hereunder  shall be made in writing and shall be by
registered or certified  first-class mail, return receipt  requested,  telecopy,
overnight courier service or personal delivery:

     (a) if to the Company:

         Multi-Link Telecommunications, Inc.
         4704 Harlan Street
         Suite 420
         Denver, Colorado 80212
         Attention:  Nigel V. Alexander
                     Chief Executive Officer
         Telecopy:   (303) 831-1988

     (b) if to Purchaser:

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

         With a copy to:

         Kennedy Covington Lobdell Hickman, L.L.P.
         Bank of America Corporate Center
         100 N. Tryon Street, 42nd Floor
         Charlotte, NC 28202-4006
         Attention:  Eugene C. Pridgen, Esq.
         Telecopy:   (704) 331-7598

     All such  notices  and  communications  shall be  deemed  to have been duly
given:  when  delivered by hand,  if  personally  delivered;  when  delivered by
courier,  if delivered by commercial  overnight  courier service;  five Business
Days after being deposited in the mail,  postage  prepaid,  if mailed;  and when
receipt is  acknowledged,  if telecopied.

     SECTION 10.03  Successors and Assigns.  This  Agreement  shall inure to the
benefit of and be  binding  upon the  successors  and  permitted  assigns of the
parties hereto.  Subject to applicable securities laws, the Purchaser may assign
any of its rights  under this  Agreement.  The Company may not assign any of its
rights under this Agreement  without the prior written consent of the Purchaser.
Except as  provided in Article XI no Person  other than the  parties  hereto and
their  successors and permitted assign is intended to be a beneficiary of any of
the Transaction Documents.


                                       14
<PAGE>


     SECTION 10.04 Remedies  Cumulative.  No failure or delay on the part of the
Company or the  Purchaser in  exercising  any right,  power or remedy  hereunder
shall operate as a waiver thereof,  nor shall any single or partial  exercise of
any such right,  power or remedy preclude any other or further  exercise thereof
or the exercise of any other right,  power or remedy.  The remedies provided for
herein  are  cumulative  and are  not  exclusive  of any  remedies  that  may be
available to the Company or the Purchaser at law, in equity or otherwise.

     SECTION  10.05  Determinations,   Requests  or  Consents.   Any  amendment,
supplement or modification of or to any provision of this Agreement,  any waiver
of any  provision  of this  Agreement,  and any consent to any  departure of the
Company from the terms of any  provision of this  Agreement,  shall be effective
(1) only if it is made or given in  writing  and signed by the  Company  and the
Purchaser,  and (2) only in the specific  instance and for the specific  purpose
for which made or given.

     SECTION 10.06 Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate  counterparts,  each of which
when so  executed  shall be  deemed  to be an  original  and all of which  taken
together shall constitute one and the same agreement.

     SECTION 10.07 Headings.  The headings in this Agreement are for convenience
of reference only and shall not limit or otherwise affect the meaning hereof.

     SECTION  10.08  GOVERNING  LAW.  THIS  AGREEMENT  SHALL BE  GOVERNED BY AND
CONSTRUED IN ACCORDANCE  WITH THE LAWS OF THE STATE OF COLORADO,  WITHOUT REGARD
TO THE PRINCIPLES OF CONFLICTS OF LAW OF SUCH STATE.

     SECTION 10.09 Severability.  If any one or more of the provisions contained
herein, or the application thereof in any circumstance, is held invalid, illegal
or  unenforceable  in any respect for any reason,  the  validity,  legality  and
enforceability of any such provision in every other respect and of the remaining
provisions  hereof shall not be in any way impaired,  unless the provisions held
invalid, illegal or unenforceable shall substantially impair the benefits of the
remaining provisions hereof.

     SECTION 10.10 Entire Agreement. This Agreement,  together with the exhibits
and schedules  hereto and the other  Transaction  Documents,  is intended by the
parties as a final  expression of their  agreement and intended to be a complete
and exclusive statement of the agreement and understanding of the parties hereto
in respect of the subject  matter  contained  herein and  therein.  There are no
restrictions,  promises, warranties or undertakings,  other than those set forth
or referred to herein or therein.  This  Agreement,  together  with the exhibits
hereto, and the other Transaction Documents,  supersede all prior agreements and
understandings between the parties with respect to such subject matter.





                                       15
<PAGE>



     SECTION 10.11  Expenses.  The Company and the Purchaser shall each bear its
own costs and  expenses in  connection  with (1) the  negotiation,  preparation,
execution and delivery of this Agreement and the other Transaction Documents and
the  consummation  of the  Transactions  and (2) any amendment,  modification or
waiver of any of the terms of this Agreement or the other Transaction Documents.

     SECTION 10.12 Publicity.  Except as may be required by applicable law, none
of the  parties  hereto  shall  issue a  publicity  release or  announcement  or
otherwise  make  any  public   disclosure   concerning  this  Agreement  or  the
Transactions,  without prior approval by the other party hereto (which  approval
will not be unreasonably withheld). If any announcement is required by law to be
made by any party  hereto,  prior to making  such  announcement  such party will
deliver a draft of such  announcement  to the other  parties  and shall give the
other parties an opportunity to comment thereon.

     SECTION  10.13 Further  Assurances.  Each of the parties shall execute such
documents  and perform such  further acts  (including  obtaining  any  consents,
exemptions,  authorizations,  or other  actions by, or giving any notices to, or
making any filings with, any Governmental  Authority or any other Person) as may
be reasonably required or desirable to carry out or to perform the provisions of
this Agreement.

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed and delivered by their respective  officers hereunto duly authorized as
of the date first above written.

                                        MULTI-LINK TELECOMMUNICATIONS, INC.

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


                                        GLENAYRE TECHNOLOGIES, INC.

                                        By:
                                           -------------------------------------
                                            Eric L. Doggett
                                            President & Chief Executive Officer











                                       16
</TEXT>
</DOCUMENT>
