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<SEC-DOCUMENT>0001136804-03-000007.txt : 20030519
<SEC-HEADER>0001136804-03-000007.hdr.sgml : 20030519
<ACCEPTANCE-DATETIME>20030516203624
ACCESSION NUMBER:		0001136804-03-000007
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		5
FILED AS OF DATE:		20030519
EFFECTIVENESS DATE:		20030519

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			MULTI TECH INTERNATIONAL CORP
		CENTRAL INDEX KEY:			0001083743
		STANDARD INDUSTRIAL CLASSIFICATION:	BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836]
		IRS NUMBER:				860931332
		STATE OF INCORPORATION:			NV
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-8
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-105353
		FILM NUMBER:		03709513

	BUSINESS ADDRESS:	
		STREET 1:		760 KILLIAN ROAD
		CITY:			AKRON
		STATE:			OH
		ZIP:			44319
		BUSINESS PHONE:		3307855555

	MAIL ADDRESS:	
		STREET 1:		760 KILLIAN ROAD
		CITY:			AKRON
		STATE:			OH
		ZIP:			44319

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	BUCKTV COM INC
		DATE OF NAME CHANGE:	20000515

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	OLERAMMA INC
		DATE OF NAME CHANGE:	19990428
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>multis851503.txt
<DESCRIPTION>REGISTRATION STATEMENT
<TEXT>
                   U. S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                               REGISTRATION STATEMENT
                                     UNDER
                             THE SECURITIES ACT OF 1933

                            Multi-Tech International, Corp
               (Exact name of registrant as specified in its charter)

                                       NEVADA
            (State or other jurisdiction of incorporation or organization)

                                     86-0931332
                        (IRS Employer Identification Number)

                        760 Killian Road, Akron, Ohio         44319
                   (Address of principal executive offices) (Zip Code)

                             Laughlin International Inc
                                  2533 N Carson St
                              Carson City, Nevada 89706
                       (Name and address of agent for service)

                                  (216) 461-1734
             Registrant's telephone number, including area code

    Consulting and Legal Services agreements with Jeffrey M. Stein, Attorney
         Crafty Creations, Inc., Mr. Rod K. Whiton, and Mr. Dan Moldea
                                 (Full title of the Plans)

                                     Copy to:
                               John J. Craciun, III
                                   760 Killian Road
                                  Akron, Ohio 44319
<PAGE>

                              CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------
                                       Proposed       Proposed
                                       maximum        maximum
                                       offering       aggregate   Amount of
Title of securities   Amount to be     price          offering    registration
to be registered      registered       per share(2)   price (2)   fee (3)
- ------------------------------------------------------------------------------
Common Stock,         2,330,000         $.10       $233,000.00      $18.87
$.001 par value
                   ------------                                   ------------
      TOTAL           2,330,000                                     $18.87
- ------------------------------------------------------------------------------

(1) Includes Common Stock, par value $.001 of the company.
(2) Pursuant to Rule 457(h) under the Securities Act of 1933, as amended, the
registration fee was computed on the basis of the market value of the shares
of Common Stock to be registered hereby estimated in accordance with Rule
457(c), solely for the purpose of computing the registration fee, on the basis
of the average of the high and low bid sales prices per share of Common Stock
of the Registrant During the week ending March 28, 2003.

                                  PART I

Additional updating and other information with respect to the Legal Retention
Agreements and  the Common Stock issuable thereunder may be provided in the
future to participants in the Plan. The following documents listed under this
Part I and the documents incorporated by reference under Item 3 of Part II to
this Form S-8, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act, and are incorporated
herein by reference.

ITEM 1. PLAN INFORMATION

The Company is offering shares of its common stock to the individual
participants, Jeffrey M. Stein, (partner, Berkman, Henoch, Peterson &
Peddy, P.C.), 100,000 shares (under a continuing Legal  Agreement). Carol J.
Slayton, 30,000 shares (Consulting Agreement).  This issuance of shares is
being made pursuant to a Consulting Agreement (the "Plan") adopted by the
Board of Directors on May 8, 2003.  Mr. Rod K. Whiton, 2,000,000 shares
(Consulting Agreement).  This issuance of shares is being made pursuant to a
Consulting Agreement (the "Plan") adopted by the Board of Directors on May 14,
2003.  Mr. Dan Moldea, 200,000 shares, (Consulting Agreement).  This issuance
of shares is being made pursuant to a Consulting Agreement (the "Plan")
adopted by the Board of Directors on May 9, 2003.  The Board has equated this
number of shares to the value of the consulting and legal services provided
or to be provided by these individuals. The shares issued hereunder will not
be subject to any resale restrictions. The Plan is not qualified under ERISA.
The following individuals will receive the number of shares listed next to
their names:

Jeffey M Stein, 100,000 for legal services.
Carol J. Slayton, 30,000 for consulting services.
Rod K. Whiton, 2,000,000 for consulting services.
Dan Moldea, 200,000, for consulting services.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

Written statement required to be provided to participants pursuant to this
Item 2:
We will provide without charge to each participant in the Consulting Services
Contracts, upon written or oral request of such person, a copy (without
exhibits, unless such exhibits are specifically incorporated by reference) of
any or all of the documents incorporated by reference pursuant to this
Registration Statement. Requests may be forwarded to Multi-Tech International,
Corp, John J Cracuiun, III, 760 Killian Road,  Akron, Ohio 443319.

<PAGE>

GENERAL INFORMATION

This Plan covers 2,330,000 shares of common stock, $.001 par value, of Multi-
Tech International, Corp, a Nevada corporation, reserved for issuance pursuant
to the legal agreements. The agreements were entered into by the Company on
March 31, 2003, April 30, 2003 and May 8, 2003.

The purpose of the agreements are to provide consulting and legal services to
the Company and its Subsidiaries.

ATTACHMENTS

Attorney's Opinion Letter
Consulting Contract Crafty Creations, Inc.
Consulting Agreement Rod K. Whiton
Consulting Agreement Dan Moldea

                                      PART II

                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The contents of the following documents filed by MULTI-TECH INTERNATIONAL,
INC., a Nevada corporation ("Multi-Tech International, Inc." or the
Registrant"), with the Securities and Exchange Commission (the "Commission")
are hereby incorporated into this registration statement ("Registration
Statement") by reference:

(i) Registrant's Registration Statement on Form 10-SB filed pursuant to
Section 12(g) of the Securities Exchange Act of 1934, as amended ("Exchange
Act"), dated September 16, 1999; and

(ii) Registrant's quarterly reports on Form 10-QSB for the quarters ended June
30, 1999, September 30, 1999, March 31, 2000, June 30, 2000, September 30,
2000, March 31, 2001, June 30, 2001, September 30, 2001, March 31, 2002, June
30, 2002 and September 30, 2002.

(iii) Registrant's annual reports on Form 10-KSB for the years ended December
31, 2000, December 31, 2001 and December 31, 2002.

All documents filed by us with the Commission pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, subsequent to the filing date of this
Registration Statement and prior to the filing of a post-effective amendment
to this Registration Statement which indicates that all securities offered
have been sold or which registers all securities then remaining unsold shall
be deemed to be incorporated by reference in this Registration Statement and
to be a part hereof from the date of filing such documents. We will provide
without charge to each participant in the written compensation contracts, upon
written or oral request of such person, a copy (without exhibits, unless such
exhibits are specifically incorporated by reference) of any or all of the
documents incorporated by reference pursuant to this Item 3.

ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article XI of the Company's Articles of Incorporation for the Company do contain
provisions for indemnification of the officers and directors; in addition,
Section 78.751 of the Nevada General Corporation Laws provides as follows:
78.751 Indemnification of officers, directors, employees and agents; advance
of expenses.

<PAGE>

1. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
except an action by or in the right of the corporation, by reason of the fact
that he is or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses, including attorney's fees, judgments,
fines and amounts paid in settlement actually and reasonably incurred by him
in connection with the action, suitor proceeding if he acted in good faith and
in a manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, does not, of
itself, create a presumption that the person did not act in good faith and in
a manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and that, with respect to any criminal action
or proceeding, he had reasonable cause to believe that his conduct was
unlawful.

2. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the corporation to procure a judgment in its
favor by reason of the fact that he is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses,
including amounts paid in settlement and attorneys' fees actually and
reasonably incurred by him in connection with the defense or settlement of
the action or suit if he acted in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation. Indemnification may not be made for any claim, issue or matter
as to which such a person has been adjudged by a court of competent
jurisdiction, after exhaustion of all appeals there from, to be liable to
the corporation or for amounts paid in settlement to the corporation, unless
and only to the extent that the court in which the action or suit was brought
or other court of competent jurisdiction determines upon application that in
view of all the circumstances of the case, the person is fairly and reasonably
entitled to indemnity for such expenses as the court deems proper.

3. To the extent that a director, officer, employee or agent of a corporation
has been successful on the merits or otherwise in defense of any action, suit
or proceeding referred to in subsections 1 and 2, or in defense of any claim,
issue or matter therein, he must be indemnified by the corporation against
expenses, including attorneys' fees, actually and reasonably incurred by him
in connection with the defense.

4. Any indemnification under subsections 1 and 2, unless ordered by a court or
advanced pursuant to subsection 5, must be made by the corporation only as
authorized in the specific case upon a determination that indemnification of
the director, officer, employee or agent is proper in the circumstances. The
determination must be made: (a) By the stockholders: (b) By the board of
directors by majority vote of a quorum consisting of directors who were not
parties to act, suit or proceeding; (c) If a majority vote of a quorum
consisting of directors who were not parties to the act, suit or proceeding
so orders, by independent legal counsel in a written opinion; or (d) If a
quorum consisting of directors who were not parties to the act, suit or
proceeding cannot to obtained, by independent legal counsel in a written
opinion; or

<PAGE>

5. The articles of incorporation, the bylaws or an agreement made by the
corporation may provide that the expenses of officers and directors
incurred in defending a civil or criminal, suit or proceeding must be paid by
the corporation as they are incurred and in advance of the final
disposition of the action, suit or proceeding, upon receipt of an undertaking
by or on behalf of the director or officer to repay the amount if it is
ultimately determined by a court of competent jurisdiction that he is not
entitled to be indemnified by corporation. The provisions of this
subsection do not affect any rights to advancement of expenses to which
corporate personnel other than the directors or officers may be entitled
under any contract or otherwise by law.

6. The indemnification and advancement of expenses authorized in or ordered
by a court pursuant to this section: (a) Does not exclude any other rights to
which a person seeking indemnification or advancement of expenses may be
entitled under the articles of incorporation or any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, for either an action in
his official capacity or an action in another capacity while holding his
office, except that indemnification, unless ordered by a court pursuant to
subsection 2 or for the advancement of expenses made pursuant to subsection 5,
may not be made to or on behalf of any director or officer if a final
adjudication establishes that his act or omissions involved intentional
misconduct, fraud or a knowing violation of the law and was material to the
cause of action. (b) Continues for a person who has ceased to be a director,
officer, employee or agent and endures to the benefit of the heirs, executors
and administrators of such a person.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the

Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.



                          Multi-Tech International, Corp



                           By: /s/  John J. Craciun, III
                          ---------------------------------
                          John J. Craciun, III, President

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>3
<FILENAME>legalopin.txt
<DESCRIPTION>ATTORNEY'S OPINION
<TEXT>
                                  THE OFFICES OF
                               LAWRENCE S. HARTMAN, ESQ.
                                  12 KAROW COURT
                                CHESTNUT RIDGE, NY 10952
                            NYS Bar Membership Number: 251703

May 14, 2003

Multi-Tech international Corp.
760 Killian Road
Akron, Ohio 44319

RE: S-8 Legal Opinion

Dear Sirs:

In connection with the filing of a Registration Statement on Form S-8 with the
Securities and Exchange Commission under the Securities Act of 1933, as
amended, (the "Registration Statement") for the purpose of registering
(1) 100,000 shares of Multi-Tech Systems, Inc. (the "Company") common stock,
par value $.001 (the "Common Stock") to be issued to BERKMAN, HENOCH, PETERSON
& PEDDY, P.C. under a Legal Services Agreement, as amended, and (2) 2,000,000
shares of the Company's Common Stock to be issued to Rod K. Whiton under a
Business Consultant Agreement,  (3) 200,000 shares of the Company's Common
Stock to be issued to Dan Moldea under a Business Consultant Agreement, and
(4) 30,000 shares of the Company's Common Stock to be issued to Crafty
Creations, Inc. under a Consulting Services Contract, all of which you have
informed me have been approved by the Board of Directors of the Company
May 8, 2003, I have examined the Articles of Incorporation and Bylaws of
the Company, as amended, the foregoing agreements and such other documents
of the Company as I have deemed necessary or appropriate for the purposes of
my opinion expressed herein. In the foregoing examination, I have assumed the
genuineness of all signatures, the authenticity of all documents submitted to
me and the representation of Board Approval for these agreements.

Based upon and subject to the foregoing, it is my opinion that the Common Stock,
when issued, delivered and paid for in accordance with the terms of the
foregoing Agreements, will be legally issued, validly outstanding, fully paid,
and non assessable.

I hereby consent to the filing of a copy of this opinion as an exhibit to the
Registration Statement. I also consent to the use of my name and the making of
statements with respect to myself in the Registration
Statement constituting a part thereof.

                         Sincerely,



                         /s/ Lawrence S. Hartman
                    -------------------------------------
                          Lawrence S. Hartman, Esq.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>4
<FILENAME>craftycontr.txt
<DESCRIPTION>CONSULTING CONTRACT WITH CRAFTY CREATIONS., INC
<TEXT>
                             CONSULTING SERVICES CONTRACT
                               WITH CRAFTY CREATIONS, INC.
     This consulting services agreement ("Consulting Agreement") is made as
of this 8th day of May, 2003, by and between the undersigned Crafty Creations,
Inc. ("Consultant"), with an office located at 1711 E. Ogden Ave, Las Vegas,
Nevada 89101, and Multi-Tech International, Corp., 760 Killian Road, Akron,
Ohio 44319 (referred to herein as the "Company"), with Consultant and Company
collectively sometimes herein referred to as the "Parties".  The Parties
hereto, for good and valuable consideration the receipt and sufficiency of
which is hereby acknowledged, hereby agree as follows:

     WHEREAS, the Company (a Nevada corporation) is a fully reporting
company whose securities are traded on the Over-the-Counter Bulletin
Board under the ticker symbol "MLTI"; and

     WHEREAS, Crafty Creations, Inc., is in the business of consulting with
private and public companies regarding issues of business development,
computer systems, computer Information Technology, accounting systems, and
related technologies; strategies;

     WHEREAS, the Company wishes to retain the Consultant on a non-
exclusive basis; and

    IT IS, THEREFORE agreed that:

1.  Services.  The Company shall retain the Consultant to provide, review and
revise as necessary the Company's business plans, provide business
consultation, review documents,  and provide management advisory services
on a as needed basis. Consultant shall agree to make himself available for
the foregoing purposes and devote such business time and attention thereto
as it shall determine is required.

            The Company understands that any and all suggestions, opinions or
advice given to the Company by Consultant are advisory only and the ultimate
responsibility, liability and decision regarding any action(s) taken or
decisions made lies solely with the Company and not with Consultant.

2.  Term.  The term of this Consulting Agreement shall be from the 8th day of
May, 2003 hereof until March 31, 2004 (the "Term").

3.  Compensation.  As compensation for entering into this Consulting
Agreement and for services rendered , the Consultant shall Be issued Thirty
Thousand (30,000) shares of Multi-Tech International, Corp.,  common
stock, par value $.001 per share.  The stock is to be issued pursuant to the
consent of the Company's Board of Directors, shall be issued in the name of
Carol Slayton.  The Company hereby agrees to register the shares of common
stock on a Form S-8 registration statement and the Company shall obtain the
requisite opinion letter from its corporate counsel as to the legality of such
registration.

4.  Arbitration.  The parties hereby agree that any and all claims (except
only for requests for injunctive or other equitable relief) whether existing
now, in the past or in the future as to which the parties or any affiliates
may be adverse parties, and whether arising out of this Consulting Agreement
or from any other cause, will be resolved by arbitration before the American
arbitration Association within the State of Nevada.  The parties hereby
irrevocably consent to the jurisdiction of the American Arbitration
Association and the situs of the arbitration (and of any action for injunctive
or other equitable relief) within the State of Nevada.  Any award in
arbitration may be entered in any domestic or foreign court having
jurisdiction over the enforcement of such awards.  The law applicable to
the arbitration and this Consulting Agreement shall be that of the State of
Nevada, determined without regard to its provisions which would otherwise
apply to a question of conflict of laws.

<PAGE>

5.  Miscellaneous.

      5.1  Assignment.  This Agreement is not transferable or assignable.

      5.2  Execution and Delivery of Agreement.  Each of the parties shall
be entitled to rely on delivery by fax transmission of an executed copy of
this agreement by the other party, and acceptance of such fax copies shall
create a valid and binding agreement between the parties.

      5.3  Titles.  The titles of the sections and subsections of this
agreement are for the convenience of reference only and are not to be
considered in construing this agreement.

      5.4  Severability.  The invalidity or unenforceability of any
particular provision of this agreement shall not affect or limit the
validity or enforceability of the remaining provisions of this
agreement.

     5.5  Entire Agreement.  This agreement constitutes the entire
agreement and understanding between the parties with respect to the
subject matters herein and supersedes and replaces any prior agreements
and understandings, whether oral or written, between them with respect
to such matters.

      5.6  Counterparts.  This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which
together shall constitute one and the same instrument.


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

                                                Multi-Tech International, Corp.
                                               By:
                                                 /s/  John J. Craciun, III
                                                -----------------------
                                                John J. Craciun III

AGREED AND ACCEPTED

By:
/s/  Carol J. Slayton
- ----------------------
Carol J. Slayton
Crafty Creations, Inc.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>5
<FILENAME>whitonagrmnt.txt
<DESCRIPTION>CONSULTING AGREEMENT WITH MR. WHITON
<TEXT>

                             Multi-Tech International, Corp.

                              BUSINESS CONSULTANT AGREEMENT



This agreement dated April 30, 2003, is made By and Between: Multi-Tech
International, Corp., herein referred to as "Company" and Mr. Rod K. Whiton,
herein referred to as "Consultant".

                                   W I T N E S S E T H :

1. Consultation Services:

The company hereby employs the consultant to perform the following services
in accordance with the terms and conditions set forth in this agreement: The
consultant will consult with the officers, employees and consultants of the
company concerning matters relating to the management and organization of the
company, including but not limited to serve as consultant on short and long
term trade and economic development initiatives; recommend, design and
implement strategies for team development, market research, budgeting,
marketing materials, primary market development, due diligence,
territory/corporate licensing, product, and service marketing/sales programs,
broker relations, and public relations programs, service provided by the
consultant, which include recommendations for resolving disputes and to
generally consult any matter arising out of the business affairs of the
company, which are accepted and agreed to by the consultant. The Consultant
will issue timely and clearly written reports for each service provided.

2. Terms of Agreement:

This agreement will begin May 13, 2003 and will end May 12, 2004. Either party
may cancel this agreement on seven (7) days notice to the other party in
writing, by registered letter.

3. Time Devoted by Consultant:

It is anticipated the consultant will spend sufficient time to fulfill its
obligations under this agreement. The particular amount of time may vary from
day to day or week to week.

4. Payment to Consultant:

For the services rendered by the consultant as set forth herein the consultant
will be paid a fee of 2,000,000 (two million) free trading shares of the
company's common stock, which shall be registered on a Form S-8.  The
consultant is prohibited from selling the free trading shares issued in this
agreement, throughout the term of this agreement, unless otherwise notified in
writing by the company.

5. Independent Contractor:

Both the company and the consultant agree that the consultant will act as an
independent contractor in the performance of its duties under this contract.
Accordingly, the consultant shall be responsible for payment of all taxes
including Federal, State and local taxes arising out of the consultant's
activities in accordance with this contract, including by way of illustration
but not limitation, Federal and State income tax, Social Security tax,
Unemployment Insurance taxes, and any other taxes or business license fee as
required.

<PAGE>

6. Confidential Information:

The consultant agrees that any information received by the consultant during
any furtherance of the consultant's obligations in accordance with this
contract, which concerns the personal, financial or other affairs of the
company will be treated by the consultant in full confidence and will not be
revealed to any other persons, firms or organizations.

7. Employment of Others:

The company may from time to time request that the consultant arrange for the
services of others. All costs to the consultant for those services will be
paid by the company but in no event shall the consultant employ others without
the prior authorization of the company.

8.  Representation.

The consultant represents that he is familiar with securities laws (both
federal and state) and is receiving the shares of common stock set forth
herein for the services rendered pursuant to the terms of this agreement.
The services to be performed by the consultant to not include any form of
capital raising activities.  The consultant is a sophisticated investor and
is aware of the risks involved in accepting shares of commons tock in lieu of
cash compensation.  The consultant is an accredited investor as defined under
Regulation D.

9.  Termination:

In the event the consultant terminates this agreement for any reason whatsoever
or the company terminates this agreement by written notice to the consultant,
for breach by consultant or consultant's failure to perform, the consultant
shall return that portion of the shares within five business days, which have
 not been accounted for to the company.

9. Signatures:

Both the company and the consultant agree to the above contract:

Accepted by:                              Accepted by:

  By: /s/  John J. Craciun, III               By Rod Whiton
  ---------------------------------           ---------------------------------
 John J. Craciun, III, President              Mr. Rod Whiton
Multi-Tech International, Corp.               Date: May 14, 2003
Date: May 13, 2003


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>6
<FILENAME>moldeaagrmnt.txt
<DESCRIPTION>CONSULTING AGREEMENT WITH MR. MOLDEA
<TEXT>
                              Multi-Tech International, Corp.

                                BUSINESS CONSULTANT AGREEMENT


This agreement dated May 8, 2003, is made By and Between: Multi-Tech
International, Corp., herein referred to as "Company" and Mr. Dan Moldea,
herein referred to as "Consultant".

                             W I T N E S S E T H :

1. Services:

1.1 MLTI (the "Company") hereby engages Consultant as an independent
contractor, to prepare a memorandum for the board of directors of MLTI
setting for the historical background of MLTI and AlphaCom from their
respective inception to date (the "Report").  In addition, the Consultant
will advise the officers, employees, and other consultants of the company
concerning matters relating to management and organization of the company.
This will include but is not limited to investigative consulting, general
research, resolving disputes, and/or any other assignment accepted and agreed
to by the Consultant.  The Consultant will issue timely and clearly-written
reports for each service provided.

1.2 The term of this Agreement will be one year.  Consultant will forward the
Report to the Company on or before November 30, 2003 and will forward period
status updates as requested by the Company.

1.3 Although Consultant will routinely cover the cost of his own day-to-day
activities, MLTI shall reimburse Consultant for expenses resulting from
mutually agreed upon matters.

1.4 If MLTI becomes insolvent, enters bankruptcy voluntarily or involuntarily,
has a receiver or creditors committee appointed, has an assignment for the
benefit of creditors, its stock no longer has any value, or the President is
removed from office, Consultant will have no further responsibility to the
company.

1.5 If a person or company acquires a controlling stake in MLTI, or MLTI is
merged with another company, Consultant shall have redemption rights. In other
words, upon such acquisition or merger, Consultant or its estate, heirs,
successors, assigns, Trustee, or guardian, shall have the right, but not the
obligation, to require MLTI and/or its successor to purchase all Consultant's
shares for cash. The price per share shall equal the greater of the price per
share received by other shareholders in such acquisition or merger, the book
value per share of MLTI at the time of acquisition or merger, or the price per
share traded on any open market or exchange at the time of acquisition or
merger. MLTI shall pay Consultant the full sum within fourteen (14) days from
the date Consultant notifies MLTI that Consultant is exercising its redemption
rights.

1.6 In the event of a dispute arising out of this agreement and the matters
contemplated herein, we agree to submit our dispute to binding arbitration.

1.7 Consultant agrees to keep confidential all confidential information that
it receives from MLTI, except as compelled by a judicial or administrative
process; provided, however, before providing Consultant with confidential
information, MLTI will designate it as confidential by applying an appropriate
confidentiality legend or similar device.

1.8 Consultant's name may not be used in any public way by MLTI without my
prior, express written permission.

<PAGE>

1.9 MLTI shall defend, indemnify, and hold Consultant harmless against any and
all claims and suits arising out of any and all acts and omissions committed
 by MLTI. Consultant shall defend, indemnify, and hold MLTI harmless against
any and all claims and suits arising out of Consultant's own acts and
omissions, in which MLTI had no involvement or responsibility, except those
acts of Consultant which constitute gross negligence.

2. Terms of Agreement:

This agreement will begin May 8, 2003 and will end May 7, 2004.  In the event
Consultant cancels this agreement prior to forwarding the completed Report to
the Company the Consultant shall return a portion of the shares.

3. Time Devoted by Consultant:

The Consultant will spend sufficient time to fulfill its obligations under
this agreement. The particular amount of time may vary from day to day or
week to week.

4. Payment to Consultant:

MLTI will issue to Consultant 200,000 common shares of MLTI stock by May 15,
2003. Such shares are or will shortly be properly registered with the
Securities and Exchange Commission and all other necessary Federal and state
regulatory bodies. Such MLTI common shares shall be free and clear of all
liens, claims, charges and encumbrances. Consultant shall have the complete
and unrestricted right and authority to transfer and assign such common stock
shares. All such MLTI common stock shall be duly authorized and issued, fully
paid and non-assessable, and shall not have been issued in violation of, or
subject to, any preemptive or similar rights. Furthermore, such MLTI shares
shall not be restricted in any way, including, but not limited to, by Section
144 of the Securities and Exchange Act. MLTI shall ensure it properly records
issuance of such shares to Consultant on its transfer ledger and corporate
books, and shall promptly issue to Consultant a stock certificate(s)
reflecting his stock ownership.

Upon completion of Consultant's work, MLTI and Consultant shall negotiate an
additional bonus of shares of MLTI common stock, subject to the same terms
and conditions as stated above.  This is not meant to states that a bonus is
guaranteed.

5. Independent Contractor:

Both the company and the Consultant agree that the Consultant will act as an
independent contractor in the performance of its duties under this contract.
Accordingly, the Consultant shall be responsible for payment of all taxes
including Federal, State and local taxes arising out of the Consultant's
activities in accordance with this contract, including by way of illustration
but not limitation, Federal and State income tax, Social Security tax,
Unemployment Insurance taxes, and any other taxes or business license fee as
required.

6. Confidential Information:

The Consultant agrees that any information received by the Consultant during
any furtherance of the Consultant's obligations in accordance with this
contract, which concerns the personal, financial or other affairs of the
company will be treated by the Consultant in full confidence and will not be
revealed to any other persons, firms or organizations.

7. Employment of Others:

The company may from time to time request that the Consultant arrange for the
services of others. All costs to the Consultant for those services will be
paid by the company but in no event shall the Consultant employ others without
the prior authorization of the company.

<PAGE>

8. Representation.  Consultant is an accredited investor as defined under
Regulation D and is sophisticated in investments, and is aware of the risk
entailed in accepting stock in lieu of cash for his services provided
hereunder.

9. Signatures:

Both the company and the Consultant agree to the above contract:


Accepted by:                              Accepted by:

  By: /s/  John J. Craciun, III               By Dan Moldea
  ---------------------------------           ---------------------------------
 John J. Craciun, III, President              Mr. Dan Moldea
Multi-Tech International, Corp.               Date: May 9, 2003
Date: May 9, 2003

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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