<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>v03555_ex99-1.txt
<TEXT>

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                         COMMON STOCK PURCHASE AGREEMENT

                                     BETWEEN

                         MULTI-TECH INTERNATIONAL, CORP.

                                       AND

                              JEFFREY REVELL READE

                             DATED AS OF MAY 6, 2004












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<PAGE>



                         COMMON STOCK PURCHASE AGREEMENT

         THIS  COMMON  STOCK  PURCHASE  AGREEMENT,  dated as of May 6, 2004 (the
"AGREEMENT"),  between Jeffery Revell Reade (referred to as the "INVESTOR"), and
Multi-Tech International,  Corp., a corporation organized and existing under the
laws of the State of Nevada (the "COMPANY").

         WHEREAS,  the parties  desire  that,  upon the terms and subject to the
conditions  contained herein,  the Company shall issue and sell to the Investor,
and the Investor  shall  purchase  60,000,000  (equal to 75% of the  outstanding
shares on a fully diluted  basis) shares of the Company's  Common Stock pursuant
to the terms set forth herein; and

         WHEREAS,  such investments will be made in reliance upon the provisions
of Section 4(2) ("SECTION 4(2)") and Regulation D ("REGULATION D") of the United
States  Securities  Act of 1933,  as amended,  and the  regulations  promulgated
thereunder  (the  "SECURITIES  ACT"),  and/or upon such other exemption from the
registration requirements of the Securities Act as may be available with respect
to any or all of the investments in Common Stock to be made hereunder.

         NOW, THEREFORE, the parties hereto agree as follows:

                                    ARTICLE I

                               CERTAIN DEFINITIONS

         Section 1.1 "BUSINESS  DAY" means any day except  Saturday,  Sunday and
any day  which  shall be a  Federal  legal  holiday  or a day on  which  banking
institutions in the State of New York are authorized or required by law or other
government actions to close.

         Section 1.2 "CAPITAL SHARES" shall mean the Common Stock and any shares
of any other class of Common Stock whether now or hereafter  authorized,  having
the right to  participate  in the  distribution  of  earnings  and assets of the
Company.

         Section 1.3 "CAPITAL  SHARES  EQUIVALENTS"  shall mean any  securities,
rights,  or obligations that are convertible into or exchangeable for, or giving
any right to,  subscribe for any Capital  Shares of the Company or any warrants,
options or other rights to subscribe for or purchase  Capital Shares or any such
convertible or exchangeable securities.

         Section 1.4  "CLOSING"  shall mean the closing of the purchase and sale
of the Common Stock pursuant to Article II below.

         Section  1.5  "CLOSING  DATE"  shall  mean the date the  closing of the
purchase and sale of the Common Stock occurs pursuant to Article II below.

         Section 1.6 "COMMON STOCK" shall mean the Company's common stock, $.001
par value per share.


<PAGE>


         Section 1.7 "DAMAGES" shall mean any loss,  claim,  damage,  liability,
costs and  expenses  which  shall  include,  but not be limited  to,  reasonable
attorney's  fees,  disbursements,  costs and  expenses of expert  witnesses  and
investigation.

         Section 1.8 "EXCHANGE  ACT" shall mean the  Securities  Exchange Act of
1934, as amended, and the rules and regulations promulgated thereunder.

         Section  1.9  "LEGEND"  shall have the  meaning  set forth in Article V
below.

         Section 1.10 "NASD" shall mean the National  Association  of Securities
Dealers, Inc.

         Section 1.11 "OUTSTANDING" when used with reference to shares of Common
Stock, or Capital Shares (collectively the "SHARES"), shall mean, at any date as
of  which  the  number  of such  Shares  is to be  determined,  all  issued  and
outstanding  Shares,  and shall  include all such Shares  issuable in respect of
outstanding scrip or any certificates  representing fractional interests in such
Shares; provided,  however, that Outstanding shall not mean any such Shares then
directly or indirectly owned or held by or for the account of the Company.

         Section 1.12      "PURCHASE PRICE" shall mean $440,000.

         Section  1.13  "REGULATION  D" shall have the  meaning set forth in the
recitals of this Agreement.

         Section 1.14 "SEC" shall mean the Securities and Exchange Commission.

         Section  1.15  "SECTION  4(2)"  shall have the meaning set forth in the
recitals of this Agreement.

         Section 1.16      "SECURITIES" shall mean the Shares.

         Section 1.17  "SECURITIES  ACT" shall have the meaning set forth in the
recitals of this Agreement.

         Section  1.18 "SEC  DOCUMENTS"  shall mean the  Company's  latest  Form
10-KSB (and all  amendments  thereto),  all Form  10-QSB's,  8-Ks, and the Proxy
Statement for its latest fiscal year as of the time in question.

         Section  1.19  "SHARES"  shall mean  60,000,000  shares of Common Stock
issuable upon the Closing.

         Section  1.20  "SUBSCRIPTION  DATE"  shall  mean the date on which this
Agreement and all Exhibits and attachments hereto, are executed and delivered by
the parties  hereto and all of the  conditions  relating to the  issuance of the
Shares shall have been fulfilled.


                                       2
<PAGE>


         Section  1.21  "TRADING  DAY" shall mean any day during  which the then
Principal Market shall be open for business.


                                   ARTICLE II

                     PURCHASE AND SALE OF THE COMMON STOCK

         Section 2.1 Closing.  The Company will sell, and the Investor will buy,
on the Closing Date the Shares in exchange for the  Purchase  Price.  Each party
hereto  shall also  deliver  the  respective  items  found in Article VI to this
Agreement.

         Section 2.2 (a) Form of Payment.  Subject to Section 2.2(b) at Closing,
upon receipt of the  certificate  evidencing the Shares,  the Investor shall pay
the Purchase  Price by delivering  good funds in United  States  Dollars by wire
transfer subject to the following:  Investor's counsel,  Rubin.  Bailin,  Ortoli
LLP, shall not release such  certificate to the Investor until it has instructed
the bank maintaining its attorneys' escrow account to deliver the Purchase Price
pursuant to the  instructions  found in Exhibit 2.2 and it  reasonably  believes
such  funds have been  transferred.  All wire  transfer  fees  incurred  by such
counsel will borne equally by the parties  hereto.  In the event that there is a
dispute as to the  delivery of the funds or the Shares  pursuant to this Section
only, the parties hereto agree to hold Rubin,  Bailin,  Ortoli LLP harmless from
any claims and or damages resulting therefrom,  so long as Rubin, Bailin, Ortoli
LLP acted in good faith.

                                   ARTICLE III

                 REPRESENTATIONS AND WARRANTIES OF THE INVESTOR

         The Investor represents and warrants to the Company that:

         Section 3.1 Intent.  The Investor is entering  into this  Agreement for
its own account and has no present arrangement  (whether or not legally binding)
at any time to sell the  Common  Stock  to or  through  any  person  or  entity;
provided,  however, that by making the representations herein, the Investor does
not agree to hold the Common  Stock for any minimum or other  specific  term and
reserve the right to dispose of the Common Stock at any time in accordance  with
federal and state securities laws applicable to such disposition.

         Section  3.2  Sophisticated/Accredited  Investor.  The  Investor  is  a
sophisticated  investor (as described in Rule 506(b)(2)(ii) of Regulation D) and
an  accredited  investor  (as  defined  in Rule 501 of  Regulation  D),  and the
Investor  has such  experience  in business  and  financial  matters  that it is
capable of evaluating  the merits and risks of an investment in the Shares.  The
Investor  acknowledges that an investment in the Common Stock is speculative and
involves a high degree of risk.

         Section 3.3  Authority.  This  Agreement has been duly  authorized  and
validly  executed  and  delivered  by the  Investor  and is a valid and  binding
agreement of the Investor  enforceable  against it in accordance with its terms,


                                       3
<PAGE>


subject to applicable  bankruptcy,  insolvency,  or similar laws relating to, or
affecting  generally the  enforcement of,  creditors'  rights and remedies or by
other equitable principles of general application.

         Section  3.4 Not an  Affiliate.  The  Investor  is neither an  officer,
director nor  "affiliate" (as that term is defined in Rule 405 of the Securities
Act) of the Company.

         Section 3.5 Absence of  Conflicts.  The  execution and delivery of this
Agreement and any other document or instrument executed in connection  herewith,
and the consummation of the transactions  contemplated  thereby,  and compliance
with the  requirements  thereof,  will not  violate any law,  rule,  regulation,
order, writ, judgment,  injunction,  decree or award binding on Investor, or, to
the Investor's knowledge, (a) violate any provision of any indenture, instrument
or agreement  to which the  Investor is a party or are subject,  or by which the
Investor  or any of its  assets is bound;  (b)  conflict  with or  constitute  a
material  default  thereunder;  (c) result in the creation or  imposition of any
lien pursuant to the terms of any such  indenture,  instrument or agreement,  or
constitute a breach of any  fiduciary  duty owed by Investor to any third party;
or (d) require the  approval of any  third-party  (which has not been  obtained)
pursuant to any material contract, agreement, instrument,  relationship or legal
obligation  to which any of the  Investors  is  subject or to which any of their
assets, operations or management may be subject.

         Section  3.6  Disclosure;  Access  to  Information.  The  Investor  has
received all  documents,  records,  books and other  information  pertaining  to
Investor's  investment  in the Company  that have been  requested  by  Investor,
including the opportunity to ask questions and receive  answers.  The Company is
subject to the periodic reporting requirements of the Exchange Act as they apply
to foreign issuers, and the Investor has reviewed or received copies of any such
reports  that have been  requested by it. The  Investor  represents  that it has
reviewed  the  Company's,  Form 10-KSB for the year ended  December 31, 2003 and
Form 10-QSB for the quarter ended March 31, 2004.

         Section 3.7 Manner of Sale. At no time was the Investor  presented with
or solicited by or through any leaflet,  public promotional meeting,  television
advertisement or any other form of general solicitation or advertising.

         Section  3.8  Registration  or  Exemption  Requirements.  The  Investor
further acknowledges and understands that the Securities may not be transferred,
resold or otherwise  disposed of except in a  transaction  registered  under the
Securities Act and any applicable  state securities laws, or unless an exemption
from  such  registration  is  available.   The  Investor  understands  that  the
certificate(s)  evidencing  the  Shares  will be  imprinted  with a legend  that
prohibits  the transfer of these  securities  unless (i) they are  registered or
such  registration  is not required,  and (ii) if the transfer is pursuant to an
exemption from registration.

         Section  3.9  No  Legal,  Tax  or  Investment   Advice.   The  Investor
understands  that nothing in this Agreement or any other materials  presented to
the Investor in connection with the purchase and sale of the Shares  constitutes
legal, tax or investment  advice.  The Investor has relied on, and has consulted
with, such legal, tax and investment advisors as they, in their sole discretion,
have deemed  necessary or appropriate  in connection  with their purchase of the
Shares.


                                       4
<PAGE>


                                   ARTICLE IV

            REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY

         The Company represents and warrants to the Investor that:

         Section 4.1  Organization of the Company.  The Company is a corporation
duly incorporated and validly existing under the laws of the State of Nevada.

         Section 4.2  Authority.  (i) The Company  has the  requisite  corporate
power and  authority  to enter  into and  perform  its  obligations  under  this
Agreement,  and all Exhibits annexed hereto,  and to issue the Shares,  (ii) the
execution,  issuance and delivery of this  Agreement,  and all Exhibits  annexed
hereto,  by  the  Company  and  the  consummation  by  it  of  the  transactions
contemplated  hereby have been duly authorized by all necessary corporate action
and no further consent or authorization  of the Company,  its Board of Directors
or its  shareholders  is required,  and (iii) this  Agreement,  and all Exhibits
annexed  hereto,  have been duly  executed  and  delivered  by the  Company  and
constitute valid and binding  obligations of the Company enforceable against the
Company in accordance  with their terms,  except as such  enforceability  may be
limited by applicable  bankruptcy,  insolvency,  or similar laws relating to, or
affecting  generally the  enforcement of,  creditors'  rights and remedies or by
other  equitable  principles  of general  application.  Upon their  issuance and
delivery  pursuant to this Agreement,  the Shares will be validly issued,  fully
paid and nonassessable and will be free of any liens or encumbrances  other than
those created  hereunder or by the actions of the Investor;  provided,  however,
that the Shares are  subject to  restrictions  on transfer  under  state  and/or
federal  securities laws. The issuance and sale of the Shares hereunder will not
give  rise to any  preemptive  right  or  right  of  first  refusal  or right of
participation  on behalf of any  person.  Further,  no  shareholder  approval is
required to issue the Shares and the Company did not procure such.

         Section 4.3 Capitalization. The authorized capital stock of the Company
consists of 100,000,000  shares of Common Stock,  $.001 par value per share,  of
which 20,000,000  shares are issued and outstanding,  and no shares of Preferred
Stock.  All of the  outstanding  shares of Common Stock of the Company have been
duly and validly authorized and issued and are fully paid and nonassessable.  No
shares of Common Stock are entitled to preemptive or similar  rights.  There are
no outstanding options,  warrants,  rights to subscribe to, calls or commitments
of any character  whatsoever  relating to, or rights or obligations  convertible
into or  exchangeable  for, or giving any Person any right to  subscribe  for or
acquire, any shares of Common Stock, or contracts, commitments,  understandings,
or arrangements by which the Company is or may become bound to issue  additional
shares of Common Stock or securities or rights  convertible or exchangeable into
shares of Common Stock.

         Section 4.4 Common Stock.  The Company has  registered its Common Stock
pursuant to Section 12(g) of the Exchange Act and is in full compliance with all
reporting  requirements  of the Exchange Act, and such Common Stock is currently
listed or quoted on the OTC Bulletin Board.


                                       5
<PAGE>


         Section 4.5 SEC Documents.  The Company has delivered or made available
to the  Investor  true and  complete  copies of the SEC  Documents  filed by the
Company  with the SEC during the twelve (12) months  immediately  preceding  the
Closing Date.  Such  documents are accurate and complete and contain no material
misrepresentations  therein.  The Company has not  provided to the  Investor any
information that,  according to applicable law, rule or regulation,  should have
been disclosed  publicly prior to the date hereof by the Company,  but which has
not been so disclosed.

         Section 4.6 No General  Solicitation  or  Advertising in Regard to this
Transaction.  Neither the Company nor any of its affiliates nor any  distributor
or any person  acting on its or their  behalf (i) has  conducted or will conduct
any general  solicitation  (as that term is used in Rule 502(c) of Regulation D)
or general advertising with respect to any of the Shares or (ii) made any offers
or sales of any security or solicited  any offers to buy any security  under any
circumstances that would require registration of the Shares under the Securities
Act.

         Section 4.7 Existing Employment Arrangements. Other than the employment
agreement with David  Hostelley,  which  agreement shall be terminated as of the
Closing, no employment  agreements,  arrangements or understandings  between the
Company  and any  other  party  exist.  The  Company  does not have any labor or
collective  bargaining  agreements  or employee  benefit or welfare  plans.  All
vacation pay, if any, due to employees of the Company has been fully paid by the
Company.  No  employees  of the Company are  entitled to any sick pay or days or
"employees  benefit  plan" (as that term is defined in ERISA) and no  retirement
plans exist.  The Company has terminated the employment (and shall indemnify the
Investor pursuant to this Agreement from any and all obligations associated with
such termination) of any and all employees of the Company.

         Section 4.8 Full Disclosure. The Company does not have knowledge of any
facts  pertaining to the Company which could have a material  adverse effect and
which have not been disclosed in this Agreement.  No  representation or warranty
of the  Company in this  Agreement  or any  related  document  contains  or will
contain any untrue  statement of a material fact, or omits or will omit to state
a material fact necessary to make the statements contained herein or therein not
misleading.

         Section 4.9  Corporate  Documents.  The Company has  furnished  or made
available to the Investor true and correct  copies of the Company's  Articles of
Incorporation,  as amended and in effect on the date hereof,  and the  Company's
by-laws, as amended and in effect on the date hereof (the "BY-LAWS").

         Section 4.10 Litigation and Other Proceedings. There are no lawsuits or
proceedings pending or to the knowledge of the Company  threatened,  against the
Company,  nor has the  Company  received  any written or oral notice of any such
action, suit, proceeding or investigation, which would reasonably be expected to
have a material adverse effect. No judgment,  order, writ,  injunction or decree
or award has been issued by or, so far as is known by the Company,  requested of
any court,  arbitrator or governmental agency which would be reasonably expected
to result in a material adverse effect.


                                       6
<PAGE>


         Section  4.11  Taxes.  All  federal,  provincial,  city and  other  tax
returns,  reports and  declarations  required to be filed by or on behalf of the
Company  have been filed and such returns are complete and accurate and disclose
all taxes (whether based upon income,  operations,  purchases,  sales,  payroll,
licenses,  compensation,  business,  capital, properties or assets or otherwise)
required to be paid in the periods covered thereby.

         Section  4.12  Material  Contracts.  Except  as set  forth  in the  SEC
Documents,  the agreements to which the Company is a party  described in the SEC
Documents are valid agreements, in full force and effect.

         Section  4.13  Use of  Proceeds  Shall  Satisfy  all  Liabilities.  The
proceeds  from the sale of the  Shares  shall be used,  in a prompt  manner,  to
satisfy  all of the  liabilities  of the Company in the  denominations  found in
Exhibit  4.13.  There shall be no material  liabilities  after such payments are
made.

         Section 4.14 No Actions Without Notice and Consent of Investor.  As the
Chairman of the  Company's  Board of Directors  and President of the Company Mr.
David Hostelley  acknowledges  that no actions shall be taken  subsequent to the
Closing,  material or otherwise,  without written notice to and consent from the
Investor.


                                    ARTICLE V

                                     LEGENDS

         Section 5.1 Legends.  The  Investor  agrees to the  imprinting,  of the
following legend (or such substantially similar legend) on the securities:

     THESE  SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
     COMMISSION  OR THE  SECURITIES  COMMISSION OF ANY STATE IN RELIANCE UPON AN
     EXEMPTION  FROM  REGISTRATION  UNDER THE SECURITIES ACT OF 1933, AS AMENDED
     (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT
     PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR
     PURSUANT TO AN AVAILABLE  EXEMPTION  FROM, OR IN A TRANSACTION  NOT SUBJECT
     TO, THE  REGISTRATION  REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE
     WITH APPLICABLE STATE SECURITIES LAWS.

         Section 5.2 No Other Legend or Stock Transfer  Restrictions.  No legend
other than the one  specified in this Article has been or shall be placed on the
share  certificates  representing the Common Stock, and no instructions or "stop
transfer   orders,"  so  called,   "stock  transfer   restrictions,"   or  other
restrictions  have been or shall be given to the Company's  transfer  agent with
respect thereto other than as expressly set forth in this Article.


                                       7
<PAGE>


         Section 5.3 Investor's Compliance. Nothing in this Article shall affect
in any way the  Investor's  obligations  under any  agreement to comply with all
applicable securities laws upon resale of the Common Stock.



                                   ARTICLE VI

                              DELIVERIES AT CLOSING

         Section 6.1        Company

                            (a)   Opinion of Counsel in the form attached hereto
                                  as Exhibit 6.1.

                            (b)   Certified  shareholder  list  dated  within  5
                                  business days prior to the Closing.

                            (c)   Certificate evidencing the Shares.

         Section 6.2        Investor

                            (a)   Purchase Price.

                                   ARTICLE VII

                                  CHOICE OF LAW

         Section 7.1 Choice of Law; Venue; Jurisdiction.  This Agreement will be
construed and enforced in accordance with and  exclusively  governed by the laws
of the State of Nevada,  except for matters  arising under the  Securities  Act,
without  reference  to  principles  of  conflicts  of law.  Each of the  parties
consents to the exclusive jurisdiction of the U.S. District Court sitting in the
State of New York in connection  with any dispute  arising under this  Agreement
and hereby  waives,  to the maximum  extent  permitted  by law,  any  objection,
including any objection  based on forum non  conveniens,  to the bringing of any
such proceeding in such jurisdictions. Each party waives its right to a trial by
jury.


                                  ARTICLE VIII

                                     NOTICES

         Section  8.1  Notices.  All  notices,  demands,   requests,   consents,
approvals,  and other communications required or permitted hereunder shall be in
writing and, unless otherwise specified herein,  shall be (i) personally served,
(ii) deposited in the mail,  registered or certified,  return receipt requested,
postage  prepaid,  (iii) delivered by reputable air courier service with charges
prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed
as set forth below or to such other  address as such party shall have  specified
most recently by written notice. Any notice or other  communication  required or
permitted to be given hereunder shall be deemed effective (a) upon hand delivery


                                       8
<PAGE>


or  delivery  by  facsimile,   with  accurate  confirmation   generated  by  the
transmitting  facsimile  machine,  at the address or number designated below (if
delivered on a Business Day during normal business hours where such notice is to
be received),  or the first  Business Day following  such delivery (if delivered
other than on a Business Day during normal  business  hours where such notice is
to be received), or (b) on the second Business Day following the date of mailing
by reputable courier service, fully prepaid,  addressed to such address, or upon
actual receipt of such mailing,  whichever shall first occur.  The addresses for
such communications shall be:

         If to the Company:                 9974 Huntington Park Drive
                                            Strongsville, OH 44136-2516
                                            Attn: David Hostelley

         If to the Investor:                Jeffrey Revell Reade
                                            c/o Hyperion Holdings
                                            64 Knightsbridge
                                            London, UK
                                            SW1X

         with a copy to:                    Rubin, Bailin, Ortoli LLP
                                            405 Park Avenue - 15th Floor
                                            New York, New York 10022
                                            Attn: William S. Rosenstadt, Esq.


         Either  party  hereto  may from  time to time  change  its  address  or
facsimile  number  for  notices  under this  Section  8.1 by giving at least ten
calendar days' prior written notice of such changed address or facsimile  number
to the other party hereto.


                                   ARTICLE IX

         Section 9.1       Indemnification of the Company.

            (a)   Subject to the terms and conditions of this Article,  Investor
                  hereby  agrees to  indemnify,  defend and hold the Company and
                  each  of  its  officers,   directors,  agents,  attorneys  and
                  affiliates harmless from and against all losses,  obligations,
                  assessments,    penalties,    liabilities,   costs,   damages,
                  reasonable   attorneys'   fees  and  expenses   (collectively,
                  "Damages") asserted against or incurred by the Company or such
                  identified  persons  by  reason  of or  resulting  from  (i) a
                  representation  or warranty made by the Investor  herein being
                  incorrect  or  untrue,  (ii) a breach by the  Investor  of any
                  covenant contained herein or in any of the agreements executed
                  pursuant  hereto  or  (iii) a  breach  by the  Company  of any
                  covenant contained herein to be performed after the Closing.


                                       9
<PAGE>


            (b)   The Company agrees to cooperate with the Investor in the event
                  of any  settlement  negotiated  by the Investor with regard to
                  the indemnification provided herein.

         Section 9.2           Indemnification of the Investor.

            (a)   Subject  to the  terms and  conditions  of this  Article,  the
                  Company  hereby  agrees  to  indemnify,  defend  and  hold the
                  Investor and its agents,  attorneys  and  affiliates  harmless
                  from and against all Damages  asserted  against or incurred by
                  the  Investor  or such  indemnified  persons  by  reason of or
                  resulting  from  a  representation  or  warranty  made  by the
                  Company herein being incorrect or untrue.

            (b)   the Investor agrees to cooperate with the Company in the event
                  of any settlement negotiated by the Company with regard to the
                  indemnification provided herein.

         Section 9.3  Assertion  and  Resolution  of  Indemnification  Claim Any
permitted  indemnitee under Sections 9.1 and 9.2 hereof (an "Indemnified Party")
shall  give  notice  to  the  person   responsible   for   indemnification   (an
"Indemnifying  Party") of any claim as to which indemnification may be sought as
soon as possible after the Indemnified  Party has actual  knowledge  thereof and
the  amount  thereof,  if  known.  The  Indemnified  Party  shall  supply to the
Indemnifying  Party any other  information in the possession of the  Indemnified
Party  regarding  such  claim,  and will permit the  Indemnifying  Party (at its
expense)  to assume the  defense  of any third  party  claim and any  litigation
resulting therefrom,  provided that counsel for the Indemnifying Party who shall
conduct the defense of such claim or litigation shall be reasonably satisfactory
to  the  Indemnified  Party,  and  provided  further  that  the  failure  by the
Indemnified  Party to give  notice  as  provided  herein  will not  relieve  the
Indemnifying Party of its  indemnification  obligations  hereunder except to the
extent that the Indemnifying Party is damaged as a result of the failure to give
notice.  If the  Indemnifying  Party has  assumed  the  defense of a third party
claim, the  Indemnifying  Party shall not be entitled to settle such third party
claim without the prior written consent of the Indemnified  Party, which consent
shall not be  unreasonably  withheld,  provided  that such consent  shall not be
required if such settlement  involves only the payment of money and the claimant
provides to the Indemnified Party, in form and substance reasonably satisfactory
to such Indemnified Party, a release from all liability in respect of such third
party  claim.  The  Indemnified  Party  shall  have the  right  at all  times to
participate in the defense,  settlement,  negotiations or litigation relating to
any third party claim or demand at its own expense.  If the  Indemnifying  Party
does  not  assume  the  defense  of any  matter  as  above  provided,  then  the
Indemnified  Party  shall have the right to defend any such third party claim or
demand,  and will be  entitled  to  settle  any  such  claim  or  demand  in its
discretion for the account or benefit of the  Indemnified  Party.  In any event,
the  Indemnified  Party will  cooperate in the defense of any such action at the
expense  of the  Indemnifying  Party  and the  records  of each  party  shall be
available to the other with respect to such defense.

         Section  9.4   Indemnification   of  Negligence  of   Indemnitee.   The
indemnification  provided in this  Article  shall be  applicable  whether or not
negligence of the Indemnified Party is alleged or proven.


                                       10
<PAGE>


                                    ARTICLE X
                                  MISCELLANEOUS

         Section 10.1 Counterparts; Facsimile; Amendments. This Agreement may be
executed  in multiple  counterparts,  each of which may be executed by less than
all of the parties and shall be deemed to be an original  instrument which shall
be enforceable  against the parties actually executing such counterparts and all
of which  together  shall  constitute  one and the same  instrument.  Except  as
otherwise  stated  herein,  in  lieu  of the  original  documents,  a  facsimile
transmission  or  copy of the  original  documents  shall  be as  effective  and
enforceable  as the  original.  This  Agreement may be amended only by a writing
executed by the Company on the one hand, and the Investor, on the other hand.

         Section  10.2  Entire  Agreement.   This  Agreement,  the  Exhibits  or
Attachments  hereto,  set forth the entire  agreement and  understanding  of the
parties  relating  to the subject  matter  hereof and  supersedes  all prior and
contemporaneous agreements, negotiations and understandings between the parties,
both oral and  written  relating  to the subject  matter  hereof.  The terms and
conditions of all Exhibits and  Attachments to this  Agreement are  incorporated
herein by this reference and shall constitute part of this Agreement as if fully
set forth herein.

         Section 10.3 Currency. All references to currency in this Agreement and
all Exhibits annexed hereto shall be in United States currency.

         IN WITNESS  WHEREOF,  the parties  hereto have caused this Common Stock
Purchase Agreement to be executed by the undersigned, thereunto duly authorized,
as of the date first set forth above.



MULTI TECH INTERNATIONAL, CORP.             JEFFREY REVELL READE



By /s/ David Hostelley                      /s/ Jeffrey Revell Reade
     David Hostelley


RUBIN, BAILIN, ORTOLI LLP (solely with respect to Section 2.2)



By: /s/ Rubin, Bailin, Ortoli LLP


                                       11
<PAGE>


                                   EXHIBIT 2.2
                              PAYMENT INSTRUCTIONS

1)    Multi-Tech International, Corp.: $160,050.90 - by wire transfer
2)    Jeffrey M. Stein: $66,350 - by wire transfer
3)    Red Room LLC: $51,650 - by wire transfer
4)    Rodney Schoemann: $31,930.35 - by check and Federal Express
5)    Schoemann Venture Capital: $70,000 - by check and Federal Express
6)    EuroPacific Consulting Inc. $60,000 - by wire transfer 1)

<PAGE>


                                  EXHIBIT 4.13
                                 USE OF PROCEEDS


                       VENDOR                                       AMOUNT
                       ------                                       ------

Red Room, LLC(Craig Cardillo)                                  $     51,650
Marvin Winick, Auditor                                         $      4,500
Jeffrey Stein (Berkman, Henoch et al )                         $     66,350
Larry Hartman, Attorney                                        $      2,000
Whitey Wahl                                                    $        130
Dick Pitts                                                     $        130
Jim Noel                                                       $        130
Borer Communications                                           $         64
Dennis Byrne, Total                                            $     10,115
D. L. Cox, Inc.-Consultant                                     $        413
Discovery Resources                                            $        414
Gregory Hostelley                                              $        199
ITM, LTD                                                       $     10,951
InterSquare                                                    $        167
Rodney Schoemann,Total Principal and Interest                  $  31,930.35
Schoemann Venture Capital, LLC                                 $     70,000
 Robert Snyder                                                 $      1,600
 Mostly Sales Expense Advances                                 $      8,283
Mostly Sales Corporation (David F. Hostelley
contract, etc.)                                                $    121,717
                                                               ------------
EuroPacific Consulting Inc.                                    $     60,000
                                                               ============
                                                               $    440,000
                                                               ============

<PAGE>


                                   EXHIBIT 6.1

                                             [letterhead of ___________________]





                                                                 May ____, 2004

BY HAND

[Investor]

Attn: _____________. President

Gentlemen:

      We have acted as  counsel  to  Multi-Tech  International,  Inc.,  a Nevada
corporation ("Company"),  in connection with the sale by it of 60,000,000 shares
of  its  common  stock  ("Shares")  pursuant  to  that  certain  Stock  Purchase
Agreement, dated May ___, 2004 ("Stock Purchase Agreement") to which the Company
and you are parties.

      In our capacity as counsel,  we have examined the Stock Purchase Agreement
and the other  documents  and  instruments  delivered  pursuant  thereto and the
originals,  certified  or  conformed  copies of such other  documents,  records,
agreements and instruments as we have deemed necessary or appropriate as a basis
for the opinions expressed below.

      In rendering the opinions expressed below, we have assumed the genuineness
of all  signatures  and  the  conformity  with  the  original  documents  of all
documents submitted to us as copies.

      With respect to certain  matters of fact material to the opinion set forth
below, we have relied upon the representations set forth in the Agreement.

      We are not authorized to practice law in any state other than the State of
__________  and we express  no opinion on the basis of laws of any  jurisdiction
other than the laws of _________ and the federal laws of the United States.

      On the basis of the foregoing and subject to the qualifications herein set
forth, we are of the opinion that:

      1. As of the date of the  Stock  Purchase  Agreement,  the  Company  was a
corporation  duly organized and validly  existing and in good standing under the


<PAGE>

laws of Nevada with full corporate  power and authority to own its properties to
carry on its business as now conducted


      2. The Board of  Directors  of the Company,  has all  requisite  power and
authority to execute,  deliver and perform its respective  obligations under the
Stock  Purchase  Agreement  and  to  consummate  the  transactions  contemplated
therein.  The Stock Purchase Agreement,  when duly executed and delivered by the
Company and you shall  constitute  the legal,  valid and binding  obligations of
both parties,  enforceable in accordance  with their  respective  terms subject,
however, to the following qualifications:

      (a)   your  rights and  remedies  against  the  Company  may be limited by
            bankruptcy,  insolvency,  reorganization  and other  laws of general
            application affecting creditors' rights generally; and

      (b)   certain  remedies  you  may  have  including,   without  limitation,
            equitable  remedies  and  remedies  of  self-help  may be limited by
            applicable  law and judicial  interpretations  and by application of
            general equitable  principles and by the discretionary powers of the
            courts.

      3. The execution, delivery and performance of the Stock Purchase Agreement
and the  consummation of the  transactions  contemplated  therein by the parties
thereto presently do not, (a) violate,  conflict with or result in the breach of
any term or provision of or require any notice,  filing or consent which has not
been  obtained  under (i) the  Certificate  of  Incorporation,  By-Laws or other
charter  documents of the Company;  (ii) to our knowledge,  any statutes,  laws,
rules, regulations or ordinances of any governmental authority applicable to the
Company;  or (b) to our knowledge,  result in any  encumbrance,  as that term is
customarily used, on the Shares.

      4. To our knowledge there are no actions pending or threatened against the
Company and any of its officers or directors which would have a material adverse
effect on the  Company's  ability to convey to you all rights title and interest
to the Shares.

      Our   opinions   are  based  on  the   laws,   regulations   and   written
interpretations  thereof  in effect as of the date  hereof and we  undertake  no
obligation to update our opinion or advise you of  subsequent  changes in facts,
laws, regulations or applicable interpretations.

      This opinion is limited to the matters  expressly  set forth herein and no
opinion is implied or may be inferred  beyond the matters  expressly  so stated.
This  opinion is rendered  solely for the benefit of you and your counsel and it
may not be relied upon or  distributed to any other person or entity without our
prior written consent.


                                                               Very truly yours,


                                       2

</TEXT>
</DOCUMENT>
