ASSUMPTION AGREEMENT
This Assumption
Agreement (the "Agreement") is entered into as of this
17th day of March, 2005 (the "Effective Date") by and among Multi-Link
Telecommunications, Inc. a Colorado corporation (the "Company") and David J.
Cutler, an adult resident of the state of
Colorado ("Cutler").
RECITALS
A. Company has the following wholly-owned subsidiaries (i) Multi-Link
Communications, Inc., a Colorado corporation, (ii) Hellyer Communication
Services, Inc, a Colorado corporation,
(iii) Multi-Link Communications, LLC, an
Indiana limited liability company, (iv) One Touch Communications, Inc., a
Colorado corporation, (v) Voicelink, Inc., a Georgia corporation, and
(vi)Voicelink of Florida, Inc., a Florida corporation (collectively, the
foregoing subsidiaries are hereinafter
referred to individually as "Subsidiary"
or collectively as "Subsidiaries").
B. The Subsidiaries
formerly conducted the operating businesses of the
Company, but the Subsidiaries are each now
inactive and have no assets.
C. The Company
desires to sell all of the equity
and/or membership
interests of each Subsidiary to Cutler, and Cutler desires to purchase all of
such equity and/or membership interests from the Company (the "Transfer"),
pursuant to the terms and conditions set
forth herein.
D. The Company
believes it is in the bests of all stockholders to
complete this Transfer to better allow the Company to complete a business
combination with an operating company.
E. The Company will following the Transfer continue to have
approximately $3,000 in cash, which constitutes the only assets of the
Company
having any substantial value.
F. In consideration for the Transfer, Cutler has agreed to assume,
and
indemnify Company against, all of Company's
obligations and liabilities of every
kind and description as set forth herein as
of the Closing.
G. In further
consideration
for the Transfer, Cutler has agreed to
settle, and release the Company from any liability under, any and all
obligations and claims with respect to any debt and/or obligations of the
Company owed to Cutler including, without limitation, any obligations of the
Company incurred in connection with
Cutler's capacity as
an employee,
officer
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and director of the Company, but
specifically excluding that certain convertible
promissory note in the principal amount of
$147,153.25 which is convertible into
6,628,978 shares of the Company's
common stock
("Note") (collectively, such
obligations and claims being released being referred to herein as "Cutler
Claims").
AGREEMENTS
NOW, THEREFORE, in
consideration of the above recitals, the following
representations, warranties, covenants and conditions, and other good and
valuable consideration, the receipt of which is
acknowledged, the parties agree
as follows:
1. Assumption of Liabilities. Cutler hereby assumes, and agrees
to pay, observe
and perform all of the duties, obligations,
terms, provisions and
covenants of,
all of Company's burdens, debts,
obligations and liabilities of every nature and
kind, whether liquidated or contingent,
choate or inchoate,
known or unknown,
including but not limited to Company's
accounts payable,
vendor claims,
notes
payable, obligations under any contracts,
agreement,
instruments, licenses
and
leases, leases for office space, storage
facilities,
automobiles and other real
or personal property, accrued salaries and benefits, taxes of any kind or
nature, employment tax withholding and payroll taxes, filings made with any
regulatory agencies, fines and penalties,
accrued expenses,
employment matters
and benefits, employment contracts, debt,
subordinated debt, claims made by any
past or current holders of the Company's securities , warranties and other
customer claims, actions and proceedings, pending or threatened, and
liabilities, obligations or claims, whether or
not presently asserted, arising
out of, relating to or connection with any
business heretofore
conducted by the
Company or any of its affiliates and Subsidiaries at any time prior to the
closing of that certain Securities Purchase Agreement ("Purchase Agreement")
dated March 16, 2005 by and among KI Equity
Partners I, LLC ("KI
Equity") and
Cutler, but specifically excluding the
obligations of the Company under the Note
(the "Assumed Liabilities") and the Public Storage lease on a month-to-month
basis. Without limiting the foregoing,
Cutler agrees to pay
and satisfy at the
closing of the Purchase Agreement any and all Edgar filing fees, stockholder
mailing costs, transfer agent fees, taxes,
transfer fees,
regulatory and state
fees, finders or consulting fees, and all
other legal, accounting and other fees
and expenses incurred by the Company in
connection with this
Agreement and the
transactions contemplated under the
Purchase Agreement.
2. Waiver and
Release. Cutler for himself and on behalf of all his
family members and all affiliated persons and entities hereby waives, and
forever releases and discharges
the Company from,
any and all
liabilities or
obligations with respect to the Cutler
Claims including, without limitation, any
interest, charges, penalties or other charges
arising under or
related to the
Cutler Claims; provided, however, that this release and
waiver shall not affect
the Company's obligations under the
Note.
2
<PAGE>
3. Indemnification.
Cutler agrees to indemnify and hold
harmless the
Company and its directors, officers,
managers, members, shareholders, agents and
employees (each, an "Indemnified
Person") from and
against any losses,
claims,
expenses, damages or liabilities (or actions
or proceedings in respect thereof)
("Damages") incurred by any Indemnified
Person arising out of or with respect to
the Assumed Liabilities or the breach by
Cutler of any representation, warranty
or agreement hereunder (collectively, "Indemnity Claim"), and Cutler will
reimburse any Indemnified Person for all
expenses (including
reasonable counsel
and expert fees) as they are incurred by any such Indemnified Persons in
connection with any Indemnity Claim, including any costs and expenses for
investigating, preparing or defending any action
or proceeding, whether pending
or threaten
