Prepared by MerrillDirect





Exhibit 10.1


DecisionLink

Intrex Communications Division


Services Agreement


             This Intrex Communications Services
Agreement (the “Agreement”) is made and entered as of the 15 day of
February  2001 (the “Effective Date”) by
and between the Intrex Communications business unit of DecisionLink, Inc.
(“Intrex” or “DecisionLink”) with offices located at 1181 Grier Dr., Bldg B,
Las Vegas, Nevada 89119, and Shell Chemical LP (“SCLP”), with offices located
910 Louisiana, Houston, Texas  77002.


SECTION 1 – DEFINITIONS


Terms
used in this Agreement shall have the meanings assigned thereto as follows:



             “Intrex Monitoring Unit” shall mean
a Subscriber Communicator, power supply controller, surge protector and other
hardware, including certain embedded software, built into a NEMA 4X enclosure.


             “Intrex Services” shall mean the
collection and delivery of tank content information and monitoring messages
using the Intrex Tank Telemetry System.


             “Intrex Software” shall mean the
software owned by Intrex and that is used to render the Intrex Services,
including software to retrieve and present tank level data, message processing
software, databases, SCLP interfaces, and engineering tools.


             “Intrex Telemetry System” shall
mean all of the hardware and software, including but not limited to the Intrex
Monitoring Unit, Intrex Software, and the Intrex System, used by Intrex to
provide the Intrex Services.


             “ORBCOMM System” shall mean the
ORBCOMM low-Earth orbit satellite communications system.


             “ORBCOMM System Address” shall mean
the unique address assigned to a Subscriber Communicator.


             “Person” shall mean an individual,
a corporation, a partnership, an association, a trust or any other entity or
organization.


             “Pricing Rate Schedule” shall mean
the Pricing Rate Schedule attached hereto as Exhibit A & B, as it
may be amended from time to time in accordance with Section 4(a) of the
Agreement.


             “Report” shall mean a transmission
of tank status information using the Intrex Tank Telemetry System.


             “Subscriber Communicator” shall
mean the equipment used by an end user as part of the Intrex Monitoring Unit to
provide access to the ORBCOMM System that has been “type approved” by or on
behalf of ORBCOMM Global and to which a physical serial number, device control
number, associated radio identification codes and ORBCOMM System Address have
been assigned.


             "Tank Status Information"
shall mean the tank sensor output information collected by an Intrex Monitoring
Unit and transmitted via the Intrex Telemetry System from a tank sensor.





SECTION 2 – PURCHASE OF INTREX
SERVICES


             (a)         Intrex
Services.  In accordance with and
subject to the terms and conditions set forth in this Agreement, Intrex shall
provide Intrex Services to SCLP.


             (b)        Service
Purchase Intentions. SCLP currently intends, but shall have no obligation
under this Agreement, to acquire services for approximately 50 Intrex
Monitoring Units.


             (c)         Delivery
of Monitoring Data.  Tank status
information collected and transmitted by the Intrex Monitoring Unit shall be
made available to SCLP.  Intrex Monitoring
Unit originated messaging shall be received by a password protected
Intrex-maintained Web Server and sent to SCLP via an FTP file.  This collection and transmission to SCLP of
the tank status information shall be effected in accordance with the "Chainlink
Tank Telemetry System Version 1 Functional Design Specification, Version
1.0," which is hereby incorporated by reference as part of this Agreement.


SECTION 3 –TERM OF AGREEMENT


             Subject to Section 11, the term of
this Agreement shall commence as of the Effective Date of this Agreement.  This Agreement shall remain in force and
effect until terminated in accordance with Section 11.


SECTION 4 - FEES AND PAYMENT; TAXES


             (a)         Fees
for Intrex Services.  The prices for
Intrex Services are set forth in the Pricing Rate Schedule included as Exhibit
A and shall remain valid until December 31, 2001.  Thereafter, Intrex shall be entitled to change the prices set
forth on the Pricing Rate Schedule on 30 days written notice to SCLP.  The Pricing Rate Schedule lists prices only
for the provision of Intrex Services in the countries listed in Exhibit C. This
list is subject to change without notice.


             (b)        Monthly
Invoice and Payment. During the term of this Agreement, SCLP shall pay to
Intrex the amount invoiced.  All
payments for Intrex Services hereunder shall be made in United States Dollars.


             (c)         Payment
of Invoice.  SCLP shall pay all
invoices within 30 days from SCLP’s receipt of an acceptable, correct invoice.
Unless otherwise notified by SCLP within 30 days of the invoice date, the
invoice will be deemed acceptable, correct and payable. Intrex reserves the
right to change its credit terms to SCLP at any time, when, in Intrex’s
opinion, SCLP’s financial condition or previous payment record so warrants.


             (d)        Exclusion
of Taxes.  The fees for Intrex
Services set forth on the Pricing Rate Schedule exclude all present and future
taxes, duties, required contributions, or fees of any nature, including, but
not limited to federal, state, national, provincial, local or other sales or
use taxes, fees, excises, property or gross receipts taxes or fees,
telecommunication taxes, license or access fees, or other taxes or duties that
may now or hereafter be levied on the services provided or on payments made
under this Agreement.  Any such taxes,
fees, required contributions, or duties, however denominated, that may now or
hereafter be levied on the services provided or payments made under this
Agreement, excluding taxes based on Intrex’s net income, shall be paid by
SCLP.  SCLP is responsible for (i) the
payment of taxes whether they are concurrently invoiced by Intrex with the
original invoiced amount or subsequently invoiced by Intrex and (ii)
determining the applicability to SCLP of the tax laws of the jurisdiction where
delivery occurs.  In the event Intrex
pays any taxes on behalf of SCLP, SCLP shall reimburse Intrex therefore in
accordance with the terms of Section 4(b).





SECTION 5 - USE OF THE INTREX
SERVICES


             (a)         No Fraudulent Use.  SCLP shall not perform, permit, or allow any
abuse or fraudulent or unlawful use of the ORBCOMM System or use the Intrex
Services for any fraudulent, unlawful or abusive purpose.  SCLP
shall take all commercially reasonable steps necessary to control and prevent
abuse or fraudulent or unlawful use by it of the ORBCOMM System or the Intrex
Services.  Abuse and/or unlawful or
fraudulent use of the ORBCOMM System or Intrex Services includes, but is not
limited to:


(i)          Attempting or assisting another person, company, or entity
(A) to access, alter or interfere with the communications and/or information of
a ORBCOMM System end user by rearranging, tampering or making an unauthorized
connection with any facilities of the ORBCOMM System or (B) to use any scheme,
false representation or false credit device, with the intent to avoid payment
for, in whole or in part, the Intrex Services;



(ii)         Using
the ORBCOMM System (A) in such a manner so as to interfere unreasonably with
the use of the ORBCOMM System by other parties or (B) to convey information
that is, in Intrex’s sole judgment, obscene, salacious or prurient, or to
convey information of an unlawful nature or in an unlawful manner.



             (b)        Atmospheric Conditions. 
SCLP acknowledges that coverage and quality of Intrex Services can be
affected by atmospheric, topographical and other conditions.


             (c)         Compliance with Laws. SCLP shall
use the ORBCOMM System and Intrex Services in accordance with the applicable
laws, rules and regulations of any applicable governmental authority or agency
including the Federal Communications Commission.


             (d)        Service
Area.  The Intrex Services provided
herein are furnished for use only within the United States and Canada unless
otherwise approved in advance by Intrex.


             (e)         Intrex
may choose to use other communication providers other than Orbcomm in certain
situations if we feel we can no longer reliably count on adequate service from
this provider. SCLP will be notified before any other communications carrier is
proposed and the reason for the proposed change.


SECTION 6 - PROPRIETARY
INFORMATION


             The parties acknowledge the
execution of the Mutual Non-Disclosure Agreement dated August 28, 2000 between
SCLP and Intrex, and agree that any proprietary information disclosed by one
party to the other under this Agreement shall be subject to the terms and
conditions of such Mutual Non-Disclosure Agreement.


SECTION 7 –TANK SENSORS


             Intrex will take responsibility for
the specification and purchase of an appropriate level sensor when the end-user
is not willing to supply.  Sensor
pricing will vary, depending on the technology utilized. A pricing model is
listed in Exhibit B. Sensors will be warranted as per the original
manufacturers warranty.


SECTION 8 –PERFORMANCE
MEASUREMENTS


             DecisionLink agrees to the
following Performance Measurements:


             (a)         DecisionLink
guarantees an accuracy of inventory measurement within 2% of the strapping
table provided by the end user provided that the  sensor is supplied by DecisionLink. After initial installation,
enduser will be responsible for recalibration of sensor. Depending on
technology used, this may be required once per year. If manufacturers
instructions are not followed, accuracy is subject to deviate from the stated
limits. For systems where DecisionLink interfaces with a sensor supplied by
others, DecisionLink guarantees a reading of +/- 2% of the sensor output
signal.





             (b)        DecisionLink
guarantees to take an inventory reading 99% of the time within 10 minutes of
the scheduled read time. This guarantee will remain in effect provided there is
not (i) disruption of power, communications or other critical services (whether
at the local plant or elsewhere) which is beyond the reasonable control of
DecisionLink, (ii) an act of God hazard or (iii) failure of a level sensor not
supplied by DecisionLink.


             (c)         DecisionLink
guarantees that inventory data for each tank will be fed to SCLP within 2 hours
of the scheduled tank read time for that tank at a performance rate of 99%.
This is valid only if the SCLP server is in operation as well as local
telephone lines. With a failure to successfully parse the data, DecisionLink
will have the appropriate SCLP person paged as specified by SCLP.


             These measurements will be reviewed on a
quarterly basis. If DecisionLink does not meet the above criteria for one
quarter due to conditions/reasons under its control, SCLP may stop making
monthly payments until satisfied that the underlying problem(s) is(are)
corrected. If DecisionLink does not meet the above criteria for more than one
quarter within a year, SCLP may terminate the contract immediately as stated in
Section 11(b).


SECTION 9 - REPRESENTATIONS AND
COVENANTS


             (a)         SCLP represents and warrants that (a) the execution,
delivery and performance of this Agreement by SCLP have been duly authorized by
all necessary action on the part of SCLP, (b) this Agreement has been duly
executed and delivered by SCLP and constitutes a legally valid and binding
obligation of SCLP, enforceable against SCLP in accordance with its terms and
(c) the execution of this Agreement by SCLP and the performance of its
obligations herein shall not conflict with, or result in the breach of SCLP’s
organizational documents, or result in the breach or default of any material
mortgage, lease, contract, agreement, or other instrument to which the SCLP is
a party or by which it is bound.


             (b)        Intrex
represents and warrants that (a) the execution, delivery and performance of
this Agreement by Intrex have been duly authorized by all necessary action on
the part of Intrex, (b) this Agreement has been duly executed and delivered by
Intrex and constitutes a legally valid and binding obligation of Intrex,
enforceable against Intrex in accordance with its terms and (c) the execution
of this Agreement by Intrex and the performance of its obligations herein shall
not conflict with, or result in the breach of Intrex’s organizational
documents, or result in the breach or default of any material mortgage, lease,
contract, agreement, or other instrument to which the Intrex is a party or by
which it is bound.


SECTION 10 -
INDEMNIFICATION


             (a)         SCLP
Indemnification.  SCLP shall
indemnify, defend and hold Intrex and its directors, officers, employees,
affiliates, and agents (“Indemnified Persons”) harmless against any and all
losses, claims, damages or expenses (including reasonable attorney’s fees and
expenses) arising out of or related to:


             (i)          any personal injury to or death of any
person or persons, or any injuries, loss or damage to the property of third
parties to the extent they are caused by the willful or negligent acts or omissions
of SCLP or of its employees, subcontractors, agents, customers of SCLP that use
the Intrex Services, or representatives.



             

             (ii)         any interruption of SCLP's services or operations that are
caused or claimed to have been caused directly or indirectly by SCLP’s
(including its employees or independent contractors) negligent operation and/or
related use or misuse of the Intrex Services;



             (iii)        any
worker's compensation claim of any employee, contractor, or representative of
SCLP, or of SCLP's customer that uses the Intrex Services, or



             (iv)       the failure of any of SCLP’s
representations or warranties to be true in any material respect or any breach
by SCLP of its covenants and agreements set forth in this Agreement.



             (b)        Intrex
Indemnification.  Intrex shall
indemnify, defend and hold SCLP and its directors, officers, employees,
affiliates, customers of SCLP that use the Intrex Services, and agents
(“Indemnified Persons”) harmless against any and all losses, claims, damages or
expenses (including reasonable attorney’s fees and expenses) arising out of or
related to:


             (i)          any personal injury to or death of any
person or persons, or any injuries, loss or damage to the property of third
parties to the extent they are caused by the willful or negligent acts or omissions
of Intrex or of its employees, subcontractors, agents, or representatives
associated with Intrex’s performance of its obligations under this Agreement;



             (ii)         any workers compensation claim of any
employee, contractor, or representative of Intrex associated with Intrex’s
performance of its obligations under this Agreement;



             (iii)        the failure of any of Intrex’s
representations or warranties to be true in any material respect or any breach
by Intrex of its covenants and agreements set forth in this Agreement.



             (c)         In the event either party becomes aware of
circumstances under which indemnification is or might reasonably be expected to
be owed by the indemnifying party hereunder, the indemnifying party shall
promptly notify the indemnified party thereof; provided, however, that the
failure of the indemnifying party to provide such notice shall not relieve the
indemnifying from its obligations under this Section.  The indemnifying party shall assume and conduct (at its own
expense) the full defense of any action for which indemnification would be
owed.  The indemnified Party shall be
entitled to participate therein after such assumption, the cost of such
participation to be at their own expense. 
Upon assuming such defense, the indemnifying party shall have full right
to enter into any compromise or settlement that is dispositive of the matter
involved; provided, however, that the indemnifying party shall
have obtained the prior written consent of the indemnified party, which consent
shall not be unreasonably withheld; and provided, further, that
any monetary compromise or settlement shall be promptly paid in full by
indemnifying party.  The indemnifying
party shall not consent to entry of any judgment or enter into any settlement
that does not include as an unconditional term thereof the giving by the
claimant or plaintiff to the indemnified party of a release from all liability
in respect of such claim or litigation.


SECTION 11 – TERMINATION


             (a)         Either
party may terminate this Agreement for any reason upon providing the other
party with not less than 60 days advance written notice, which notice shall
specify the date of termination.


             

             (b)        Other Termination by SCLP.  Notwithstanding Section 11(a), SCLP may immediately terminate
this Agreement in the event of any of the following:


               (i)          Any
representations or covenants of Intrex contained in this Agreement shall prove
to be false or misleading in any material respect; or



               (ii)         DecisionLink or Intrex, in the event Intrex is a separate legal entity, shall
(A) make
an assignment for the benefit of creditors, (x) file a petition in bankruptcy,
(y) be adjudicated insolvent or bankrupt, or (z) petition or apply to any
tribunal for any receiver or for any
trustee for it under any domestic or foreign reorganization, arrangement,
readjustment of debt, dissolution, liquidation or moratorium law or statute or
(B) have commenced against it any such proceeding or an order for relief shall
be entered that remains undismissed for a period of 60 days, DecisionLink or
Intrex, as applicable, by any act indicates its consent to, approval of, or
acquiescence in, any such proceeding, order for relief or the appointment of
any receiver of or any trustee for it or DecisionLink or Intrex, as applicable,
suffers any such receivership or trusteeship to continue undischarged for a
period of 60 days.



               (iii)        DecisionLink
does not meet the performance measurement criteria as agreed to in Section 8
for two or more quarters within a calendar year. A refund of services will be
made to SCLP by Intrex if performance criteria is not met in these conditions.
The refund will cover only the two quarters that DecisionLink missed the
performance criteria established in Section 8 and only for the satellite
airtime, not the leased payments on hardware.



             (c)         Other Termination by Intrex.
Notwithstanding Section 11(a), Intrex may immediately terminate this Agreement
in the event of any of the following:


(i)          SCLP shall fail to pay any amount to Intrex when due if
such failure remains uncured for a period of thirty days after SCLP’s receipt
of notice thereof;



(ii)         SCLP shall violate the terms and
conditions set forth in Section 5 of this Agreement;



(iii)        Any representations or covenants of SCLP
contained in this Agreement shall prove to be false or misleading in any
material respect; or



(iv)       SCLP
shall (A) make an assignment for the
benefit of creditors, (x) file a petition in bankruptcy, (y) be adjudicated
insolvent or bankrupt, or (z) petition or apply to any tribunal for any
receiver or for any trustee for it
under any domestic or foreign reorganization, arrangement, readjustment of
debt, dissolution, liquidation or moratorium law or statute or (B) SCLP shall
have commenced against it any such proceeding or an order for relief shall be
entered that remains undismissed for a period of 60 days, SCLP by any act
indicates its consent to, approval of, or acquiescence in, any such proceeding,
order for relief or the appointment of any receiver of or any trustee for it or
SCLP suffers any such receivership or trusteeship to continue undischarged for
a period of 60 days.



             (d)        Return
of Hardware and/or Software.   
Within a reasonable period of time following termination, SCLP shall
return to Intrex (or Intrex shall remove from SCLP’s site) hardware and/or
software provided to SCLP by Intrex on a license, rental or lease basis.  SCLP shall not be obligated to return items
purchased outright by SCLP.


SECTION 12 - REMEDIES ON
TERMINATION


             (a)         Upon
termination by either party, SCLP shall cease using the ORBCOMM System and the
Intrex Services and shall remit to Intrex upon receipt of a final invoice all
amounts accrued or due to Intrex up to and including the termination date.


             (b)        In the event Intrex terminates this Agreement, without incurring any
liability to SCLP, Intrex may terminate or temporarily discontinue furnishing
access to the ORBCOMM System or the Intrex Services to SCLP.  SCLP shall indemnify and hold Intrex
harmless from any liability for such termination or temporary discontinuation
of Intrex Services. Intrex will provide uninterrupted service up to the date
specified in termination notice.


             

             (c)         Subject to Section 13, termination of this Agreement by the party not in default
in accordance with the terms hereof shall be without prejudice to any other
rights or remedies such party shall have by law or in equity.


SECTION 13 - DISCLAIMER OF
WARRANTY; LIMITATION OF LIABILITY


             (a)         Disclaimer
of Warranty.  EXCEPT AS SPECIFICALLY
STATED IN THIS AGREEMENT, NONE OF INTREX, OR ANY OF THEIR AFFILIATES, HAS MADE,
OR SHALL BE DEEMED TO HAVE MADE ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER
WITH RESPECT TO THE INTREX TELEMETRY SYSTEM, ANY COMPONENT THEREOF OR THE
INTREX SERVICES.  EACH OF INTREX AND
THEIR AFFILIATES, EXPRESSLY DISCLAIMS WITH RESPECT TO SCLP AND SCLP EXPRESSLY
WAIVES, RELEASES AND RENOUNCES ALL WARRANTIES OF INTREX AND THEIR AFFILIATES,
ARISING BY LAW OR OTHERWISE, WITH RESPECT TO INCLUDING, BUT NOT LIMITED
TO:  (i) ANY IMPLIED WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (ii) ANY IMPLIED WARRANTY
ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE; (iii)
ANY WARRANTIES AS TO ACCURACY, AVAILABILITY OR CONTENT OF THE INTREX TELEMETRY
SYSTEM, ANY COMPONENT THEREOF OR THE INTREX SERVICES; AND (iv) ANY WARRANTY
UNDER ANY THEORY OF LAW, INCLUDING ANY TORT, NEGLIGENCE, STRICT LIABILITY,
CONTRACT OR OTHER LEGAL OR EQUITABLE THEORY. 
NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING, BUT NOT
LIMITED TO, STATEMENTS REGARDING CAPACITY OR SUITABILITY FOR USE, SHALL BE
DEEMED TO BE A WARRANTY BY INTREX OR THEIR AFFILIATES. Intrex will make a good
faith effort to meet the performance criteria specified in this agreement.


             (b)        Limitation
of Liability.  (i) UNDER NO
CIRCUMSTANCES SHALL INTREX, OR THEIR AFFILIATES BE LIABLE TO SCLP FOR
INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING
LOST PROFITS, LOSS OF BUSINESS OR LOSS OF GOODWILL, LOSS OF USE OF EQUIPMENT OR
SERVICES, OR DAMAGES TO BUSINESS OR REPUTATION ARISING FROM THE PERFORMANCE OR
NON-PERFORMANCE OF ANY ASPECT OF THIS AGREEMENT WHETHER IN CONTRACT OR TORT OR
OTHERWISE, AND WHETHER THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.


             (ii)         Intrex shall supply the Intrex Services that are the subject
of this Agreement on a good faith
effort basis.  SCLP acknowledges that
service interruptions occur and may be difficult to assess as to cause or
resulting damages. SCLP agrees that Intrex and its affiliates shall not be
liable to SCLP for any losses or damages arising out of any schedule delays, any
failure or impaired performance of, error, omission, interruption, deletion,
defect, delay in operation or transmission, communication line failure, theft
or destruction or unauthorized access to, alteration of, or use of records,
associated with the Intrex Telemetry System, any component thereof or the
Intrex Services, whether for breach of contract, tortious behavior, negligence,
or under any other causes of action.


             (iii)        The aggregate liability of Intrex, and their affiliates under
this Agreement shall be limited to direct damages proven in an amount not to
exceed $250,000 or the amount actually paid by SCLP to Intrex during the six
months immediately preceding the cause of action, whichever is less.





SECTION 14 - MISCELLANEOUS


             (a)         Notices.  All notices involving delinquent payment,
service problems, termination and breach issues and other communications
hereunder shall be in writing and shall be deemed given upon receipt if
delivered personally one business day after being sent by express or courier mail,
or three business days after being sent by registered or certified mail, return
receipt requested, postage prepaid, to the parties at the following addresses
(or such other addresses for a party as shall be specified by like notice,
provided that such notice shall be effective only upon receipt thereof):


	 	If to Intrex:
	 	Intrex Data Communications
	 	DecisionLink, Inc.
	 	1181 Grier Drive, Suite
  B
	 	Las Vegas NV 89119
	 	Facsimile:   702-361-9652
	 	Attention: Mel Pelley
	 	 
	 	If to SSI:
	 	Shell Chemical LP.
	 	910 Louisiana
	 	Houston, Texas  77002
	 	Attention:  Linda Malchow
	 	Applications Operations
  Manager



             (b)        Binding
Effect; Assignment.  This Agreement
shall be binding upon the parties and their permitted successors and
assigns.  SCLP has the right to assign this agreement to
subsidiaries and affiliates of Shell Chemical and also have the right to assign
to the Newco in the event that SCLP sells all or part of a business unit. SCLP
has the right to allow a third party provider use of this service providing
that the third party is providing service to SCLP. SCLP shall not assign its
rights or obligations (by operation of law or otherwise) under this agreement
without the prior written consent of Intrex.


             (c)         Governing
Law; Jurisdiction.  The
construction, interpretation and performance of this Agreement, as well as the
legal relations of the parties arising hereunder, shall be governed by and
construed in accordance with the laws of the State of Delaware, without giving
effect to the conflict or choice of law provisions thereof.


             (d)        No
Announcements Without Written Consent. 
Neither party shall issue any announcement or press release concerning
this agreement, except as may be required by governmental authority, without
the express written consent of the other party, which consent shall not be
unreasonably withheld.


             (e)         Survivability.  Notwithstanding the expiration or
termination of this Agreement, the parties acknowledge and agree that the
definitions set forth herein, the covenants, agreements and obligations
specified in Sections 4, 9, 11, 12, 14(c) and 14(d) and those obligations that
relate to any amounts due and owing for any periods prior to the termination of
this Agreement shall survive the termination of this Agreement as specified
herein.


             (f)         Waiver.  It is understood and agreed that no failure
or delay by either Intrex or SCLP in exercising any right, power or privilege
hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise thereof preclude any other or further exercise thereof, or the
exercise of any other right, power or privilege hereunder.  No waiver of any terms or conditions of this
Agreement shall be deemed to be a waiver of any subsequent breach of any term
or condition.  All waivers must be in
writing and signed by both parties.


             (g)        Severability.  If any part of this Agreement shall be held
invalid or unenforceable, such determination shall not affect the validity or
enforceability of any remaining portion, which shall remain in force and effect
as if this Agreement had been executed with the invalid or unenforceable
portion thereof eliminated.


             

             (h)        Force Majeure.  Neither
party shall be liable for failure to perform its obligations under this
Agreement to the extent such failure is due to causes beyond its commercially
reasonable control, including but not limited to externally caused transmission
interference, Acts of God, the public enemy, embargo, power failures,
governmental act, fire, accident, acts of terrorism, irreparable or key
equipment failure or destruction, strike, war (declared or not), armed
conflict, riot, inclement weather, or such other cause that is beyond the
control of the parties.  In the event of
a force majeure, the party invoking this Section shall notify the other party
in writing of the events creating the force majeure.


             (i)          Headings.  Headings in this Agreement are included for
convenience of reference only and shall not constitute a part of this Agreement
for any other purpose.


          (j)          Independent
Parties.  Each party is an independent
contractor.  Except as provided in this
Agreement, neither party shall have the right, power or authority to act or to
create any obligation, express or implied, on behalf of the other party.  No provision of this Agreement shall be
construed as vesting in SCLP any control over or interest in the Intrex
Telemetry System.


             (k)         Tariffs.  In the event that any of the Intrex Services
or ORBCOMM Services or the charges made therefore are currently subject, or at
any time become subject to any federal, state or local regulation or tariff,
then the terms and conditions of this Agreement shall be deemed amended to
conform to any conflicting terms and conditions in effect under such regulation
or tariff.  All non-conflicting terms
and conditions of this Agreement shall remain valid and in full force and
effect.


             (l)          Terms of Agreement.  This Agreement shall be governed solely by
the terms and conditions contained herein and any additional terms and
conditions of SCLP on any purchase order or similar document shall be without
any force and effect and shall not vary, add, or delete the terms of this
Agreement.


             (m)        No Third Party Rights.  Nothing herein contained will be deemed to
create any third party beneficiaries or confer any benefit or rights on or to
any person not a party hereto, and no person not a party hereto shall be
entitled to enforce any provisions hereof or exercise any rights hereunder.


             (n)        Entire Agreement.  This Agreement and any
exhibits (which are hereby made part of this Agreement) contain the entire
understanding between SCLP and Intrex and supersede all prior written and oral
understandings relating to the subject hereof. 
No representations, agreements, modifications or understandings not
contained herein shall be valid or effective unless agreed to in writing and
signed by both parties.  Any
modification or amendment of this Agreement must be in writing and signed by
both parties.


             IN WITNESS WHEREOF, the parties have caused this
Agreement to be executed as of the day and year first above written.


	DecisionLink,
  Inc.	Shell
  Chemical LP
	Intrex Communications Division	 
	By:     /s/ Geoff Hewitt

	 	By:     /s/ Linda J. Malchow


	Name:	Geoff
  Hewitt	Name:	Linda
  J. Malchow
	Title:	Chairman/CEO	Title:	Applications
  Operations Mgr