TeleMatrix
----------
                                                                   CONFIDENTIAL

                              DISTRIBUTOR AGREEMENT
AGREEMENT made as of the 18th day of August, 1999 by and between and TeleMatrix,
                        -----
Inc. a corporation  duly  organized and existing  under the laws of the State of
Florida  with its  principal  office  at 5025  Galley  Road,  Colorado  Springs,
Colorado 80915  hereinafter  called the "Supplier" or "TeleMatrix"  and AlphaNet
Hospitality  Systems Inc. a corporation duly organized with its principal office
at 275 North Franklin Turnpike,  Suite 230, Ramsey, NJ 07446 hereinafter called,
"AlphaNet".

                                   WITNESSETH:

Whereas,  the  Supplier  is  desirous  of  appointing  ALPHANET a  non-exclusive
Distributor and ALPHANET is desirous of accepting such appointment.

NOW,  THEREFORE,  in  consideration of the promises and the mutual covenants and
agreements herein  contained,  Supplier hereby appoints ALPHANET a non-exclusive
distributor  and  ALPHANET  accepts  appointment  for the  sale of  products  or
material (hereinafter  "Material") furnished by Supplier under this agreement on
EXHIBIT A.

1.       TERMS OF THE AGREEMENT.  This agreement  shall be effective on the date
         hereof and shall extend for a period of six (6) months thereafter. This
         agreement shall  automatically be renewed for one (1) year periods,  on
         the same terms and conditions,  subject to the right of either party to
         terminate the Agreement pursuant to paragraph eighteen (18).

2.       CONDUCT OF  BUSINESS.  So that the  relationship  contemplated  by this
         agreement  shall be mutually  advantageous  and in  recognition  of the
         expertise and  commitment  necessary  for the  effective  marketing and
         support of the product:,  ALPHANET  agrees to continually  use its best
         efforts to  encourage  and  develop  the full sales  potential  for the
         products, to employ competent, well-trained sales personnel to meet the
         demands and needs for  marketing  and support of the  products,  and to
         encourage  the  purchase of the  products by ALPHANET  customers to the
         best of ALPHANET's ability.

3.       TERRITORY.  This  appointment  applies  throughout the United States of
         America or in accordance with schedule(s) attached and made part hereof
         which may be amended by mutual agreement as required.

4.       TITLE.  Title to all Material  covered by the  Agreement  shall pass to
         ALPHANET  upon delivery at the  destination  designated by ALPHANET and
         shall be at the risk of Supplier  until title thereto shall have passed
         as herein  provided.  Routing of shipments may be specified by ALPHANET
         when  ALPHANET  is liable for  transportation  charges.  Transportation
         costs prepaid by Supplier and added to ALPHANET  invoice will be at the
         lowest net cost after all negotiated discounts.


ALPHANET Distributor Agreement
Page 1
<PAGE>

TeleMatrix
----------
                                                                   CONFIDENTIAL

5.       PRICE.  All  purchases of Material  made by ALPHANET  shall be upon the
         current  terms and prices  established  by Supplier  from time to time.
         Furthermore, ALPHANET shall be given written notice thirty (30) days in
         advance of any price  change and shall be  supplied  with price  sheets
         promptly upon  publication or revision.  See attached EXHIBIT A. In the
         event of an increase  in the price of said  Material  for which  orders
         shall have been placed by ALPHANET,  it may, as its option, cancel such
         orders in whole or in part within thirty (30) days after receipt of the
         announcement  of such price increase or take delivery within sixty (60)
         days of all pending orders at the previous existing price.

6.  TERMS OF  PAYMENT.  Shall be due Net 30.  Invoices  are to be paid in United
States dollars.

         a)       Failure to make  payment  within  thirty (30 days due date may
                  result  in the  loss  of  any  freight  allowances  previously
                  allowed on this purchase.

         b)       Upon default by Buyer to make its required payment,  the whole
                  of the Buyer's  indebtedness  shall immediately become due and
                  payable together with interest at the rate of 1 1/2% per month
                  on all overdue payments.

         c)       Upon default by Buyer to make its required payment,  the costs
                  of collection,  including reasonable attorney's fee whether or
                  not suit is instituted to enforce  collection shall be due and
                  payable immediately.

         d)       Invoices  not  paid by due date will be subject to an interest
                  charge of 1 1/2% per  month.  18% Annual Percentage Rate.

7.       ORDERING.  ALPHANET shall order  products from  TeleMatrix by issuing a
         purchase  order  specifying  the  quantity  of  products,  the  desired
         delivery  date,  shipping  method,  and the  location to which  product
         should be shipped.  TeleMatrix  understands  and agrees  that  ALPHANET
         purchases from  TeleMatrix  for the purpose of resale,  and that resale
         delivery  commitments will be given to ALPHANET customers.  In any case
         where delivery from  TeleMatrix to ALPHANET is delayed more than thirty
         (30) days for complete or partial  orders from expected  delivery date,
         ALPHANET shall have the right to cancel the order without charge.

8.       FREIGHT.  Freight  charges will be calculated  from shipper's dock with
         freight  prepaid and  billed.  Freight  will be billed at  TeleMatrix's
         actual  discounted  rate,  and when ALPHANET has a better freight rate,
         TeleMatrix will utilize the carrier  designated by ALPHANET and specify
         to the shipper  that the billing  will be to  ALPHANET.  When  mutually
         agreed upon,  freight may be prepaid and allowed.  Deviations from this
         policy (such as air shipments) must be specified on ALPHANET's purchase
         order or documented by an authorized ALPHANET employee or agent.


ALPHANET Distributor Agreement
Page 2
<PAGE>

TeleMatrix
----------
                                                                   CONFIDENTIAL

9.       CONSEQUENTIAL  OR  SPECIAL  DAMAGES.   Notwithstanding  disclaimers  of
         liability for  consequential or special damages contained in Supplier's
         warranty to the  contrary.  Supplier  hereby  agrees to defend and hold
         ALPHANET  harmless  from all  claims  and  suits for  consequential  or
         special  damages  arising from Material unless due to the negligence of
         ALPHANET  employees,  agents or servants,  provided  ALPHANET shall not
         settle claims for  consequential  or special  damages  brought by their
         customers or others, without Supplier's authorization.

10.      SUPPLY.  Supplier  will  make  every  reasonable  effort  to  furnish a
         sufficient quantity of said Material to meet the resale requirements of
         ALPHANET, in exchange for ALPHANET stocking reasonable amount for their
         needs based on previous sales.

11.      CREDIT DUE.  In the event  ALPHANET  has a credit due from  TeleMatrix,
         TeleMatrix  must issue  credit or provide  written  substantiation  for
         denying the issuance of such credit  within  thirty (30) days after the
         request by ALPHANET.  In the event TeleMatrix fails to issue the credit
         or provide  substantiation  for the refusal,  ALPHANET  shall hereby be
         granted  the right to  offset  the  value of  credit  against  ALPHANET
         accounts payable to TeleMatrix.

12.      PATENT  AND  TRADEMARKS.  Supplier  hereby  warrants  that  all  of the
         Material sold  hereunder by it to ALPHANET,  its successors or assigns,
         are and will be free and clear of  infringement  of any valid patent or
         trademark; and Supplier agrees to defend any and all actions and suits,
         alleging any such infringement, that may at any time be brought against
         ALPHANET,  or its  successors  or  assigns,  or  any  of  its or  their
         customers,  or others for whom it or they may act as agent,  to pay all
         costs and expenses  incurred and to satisfy all  judgments  and decrees
         against the defendant or  defendants  in such actions or suits,  and to
         save ALPHANET its successors and assigns,  and its and their  customers
         and those for whom ALPHANET,  or its successors or assigns,  may act as
         agent, harmless from all loss, damage, expense and liability on account
         of any such infringement; provided, that the Supplier shall have prompt
         ntice of the commencement of such action and full opportunity to defend
         the same.

13.      PRODUCT LIABILITY. Supplier will furnish ALPHANET with a Certificate of
         Insurance,   evidencing  Product  Liability  Coverage  with  protection
         extending to ALPHANET under a Vendors Endorsement. Such insurance shall
         cover all products sold by Supplier to ALPHANET and shall be maintained
         in  companies  and for such  amounts  as are  sufficient.  In the event
         ALPHANET  receives a claim that the  product  or any part  thereof  has
         caused damage or injury to others,  ALPHANET shall  immediately  notify
         TeleMatrix in writing of all such claims.

14.      ENVIRONMENTAL  LIABILITY.  For purposes of this  Agreement,  "Hazardous
         Substances"  shall be defined as any Material  that; (a) is a hadardous
         substance,  wase, material,  or chemical; or (b) includes any extremely
         hazardous substance; toxic substance or chemical; radioactive material;

ALPHANET Distributor Agreement
Page 3
<PAGE>

TeleMatrix
----------
                                                                   CONFIDENTIAL

         petroleum oil;  asbestos-containing  material; or any other contaminant
         or pollutant. If any of the Material to be sold hereunder is considered
         a Hazardous  Substance,  or might  otherwise  be subject to  regulation
         under any environmental, health or safety laws or regulations, Supplier
         will notify  ALPHANET in writing prior to the purchase of such Material
         and provide  instructions  on the proper use,  handling and disposal of
         the Material.  Within 20 days after receipt of notice that the Material
         to be purchased  contains  Hazardous  Substances,  ALPHANET may, at its
         option, cancel such orders.

15.      Supplier agrees to indemnify,  defend and hold harmless  ALPHANET,  its
         successors,  assigns,  agents or employees from and against any and all
         claims,   liabilities,   damages,   costs,  suits,  actions,   expenses
         (including, without limitation,  attorney's fee), judgments, penalties,
         and losses  arising out of or in any way  related to any  environmental
         contamination,  injury or damage to natural  resources or property,  or
         injury  to or  death  of  persons,  resulting  from or  related  to the
         release,  spilling,  leaking,   discharging,   dumping,  use,  storage,
         treatment  or disposal of the  Material  provided by  Supplier,  unless
         caused solely by the  negligence or willful  misconduct of ALPHANET its
         agents or employees.

16.      WARRANTIES. TeleMatrix's warranties and return authorization procedures
         are set forth in EXHIBIT C which is attached hereto and incorporated by
         reference  herein.  However,  the  parties  agree that the  warranties,
         whether  implied or limited,  shall be for the benefit of ALPHANET  and
         ALPHANET's customers. Any time limit upon warranties shall begin to run
         and be calculated from the date of invoice to customer. Notwithstanding
         any warranty  limitations,  ALPHANET agrees to accept return for credit
         any item that constitutes an "out of box failure", i.e., any failure or
         defect which becomes  apparent to the customer of ALPHANET  immediately
         or within ten (10) days of the  opening of the  container  in which the
         defective item is contained.

17.      USE OF TRADEMARKS.  During the terms of this Agreement or any extension
         thereof,   ALPHANET   may   use   (only   with   TeleMatrix's   written
         authorization)  the  trademark  of  TeleMatrix  or any of  TeleMatrix's
         trademarks,  insignias,  logos, or proprietary marks in connection with
         ALPHANET's  sales,  advertisements,   and  promotion  of  the  product.
         ALPHANET  acknowledges  that these  trademarks  and logos are  valuable
         assets of TeleMatrix and ALPHANET's use of such proprietary marks shall
         be in  accordance  with  TeleMatrix's  direction  and  policies.  NORTH
         AMERICAN  specifically  disclaims  any right in any of the  proprietary
         marks and shall not use the  proprietary  marks as part of the business
         name of ALPHANET.

18.      PROMOTIONAL  EXPENSES.  To assist  ALPHANET in  promoting  sales of the
         product,  TeleMatrix  shall furnish  ALPHANET at TeleMatrix's  expense,
         catalogs, training documentation,  printed technical information,  data


ALPHANET Distributor Agreement
Page 4
<PAGE>

TeleMatrix
----------
                                                                   CONFIDENTIAL

         sheets,  and other  advertising  materials in reasonable  quantities as
         requested by ALPHANET.  TeleMatrix  shall provide training / support to
         fully acquaint  ALPHANET  employees with the product.  TeleMatrix shall
         also  consider  working in  cooperation  with ALPHANET to conduct trade
         shows, seminars, workshops to assist in the promotion of the product.

19.      NON-ASSIGNABILITY.   This  agreement   shall  not  be  transferable  or
         assignable  by either party hereto  without the written  consent of the
         other  party.  Until  such  written  consent  is  obtained,  the  party
         transferring  or assigning this agreement  shall not be relieved of the
         obligations hereunder.

20.      TERMINATION.  The distributorship hereby created may be terminated only
         (a) by an agreement in writing  duly signed by the parties  hereto;  or
         (b) by either party at will, with or without cause,  upon not less than
         ninety (90) days notice in writing given by certified mail or overnight
         letter to the other  party;  or (c) by either party hereto upon one (1)
         day's  notice in the event the  other-party  hereto  attempts to assign
         this  agreement  or any rights  thereunder  without  the other  party's
         written  consent or either party ceases to function as a going  concern
         or to conduct its  operations  in the normal  course of business,  or a
         receiver is appointed or applied for by the party,  or a petition under
         the Federal  Bankruptcy  Act is filed by or against  either  party,  or
         either party makes an makes an assignment for the benefit of creditors.

21.      REPURCHASE  AFTER  TERMINATION.  Within  thirty  (30)  days  after  the
         termination  of  the  distributorship   hereby  created,  (a)  if  said
         termination  is instituted or caused by ALPHANET,  Supplier may, at its
         option  repurchase from ALPHANET any or all Material and all repair and
         replacement  parts therefore which are new and unused of which ALPHANET
         is then the owner,  at the net price paid by ALPHANET or at  Supplier's
         then current net price to distributors  generally,  whichever is lower,
         to bear all  return  transportation  costs;  or (b) if  termination  is
         instituted or caused by Supplier,  then Supplier  shall be obligated to
         repurchase all of the material and all the repair and replacement parts
         from  ALPHANET at the said price set forth above,  the Supplier to bear
         all return transportation costs if requested within ninety (90) days.

22.      DELIVERIES  AFTER  TERMINATION.  After a date  for  termination  of the
         distributorship hereby created shall have been established by notice or
         agreement,  or within ninety (90) days prior to the  expiration of said
         distributorship  (unless another  distributorship  agreement in writing
         relating to said Material shall then be in effect),  the Supplier shall
         be obligated to deliver and ALPHANET  shall be obligated to accept only
         such of the  Material as ALPHANET  shall have ordered from the Supplier
         prior  to such  establishment  of a date  for  termination  or prior to
         thirty  days  before  such  date of  expiration,  as the  case  may be;
         provided,  however, that in no event shall the Supplier be obligated to
         deliver,  or ALPHANET be obligated to accept any of such Material after
         the date of such termination or expiration.

ALPHANET Distributor Agreement
Page 5
<PAGE>

TeleMatrix
----------
                                                                   CONFIDENTIAL

23.      SALES AFTER TERMINATION.  The acceptance of any order from, or the sale
         of any Material to ALPHANET after the  termination or expiration of the
         distributorship  hereby  created shall not be construed as a renewal or
         extension thereof nor as a waiver of termination, but in the absence of
         a new  written  agreement  all such  transactions  shall be governed by
         provisions identical with the provisions of this agreement.

24.      NO LIABILITY FOR  TERMINATION.  Neither  party,  shall be reason of the
         termination  or  non-renewal of  distributorship  of said Material,  be
         liable to the other  for  compensation,  reimbursement  or  damages  on
         account of the loss of prospective  profits on anticipated sales, or on
         account  of  expenditures,   investments,   leases  or  commitments  in
         connection with the business or goodwill of the other.

25.      FAILURE TO ENFORCE.  The failure of either party to enforce at any time
         or for any period of time  provisions  hereof shall not be construed to
         be a waiver of such provisions or of the right of such party thereafter
         to infer each and every such provision.

26.      NO ORAL AGREEMENT.  Any amendments to this agreement must be in writing
         and executed by both parties.

27.      CONFIDENTIALITY.  TeleMatrix and ALPHANET agree that during the term of
         this agreement each will disclose to the, other proprietary information
         regarding matters dealing with actions necessary to carry out the terms
         of the Agreement,  except information which the party is precluded from
         disclosing  under  applicable law or regulation or by valid and binding
         agreements  with third  parties.  The parties agree that each will keep
         the others proprietary information and all related matters confidential
         and prevent disclosure of said information by its agents, employees, or
         representatives.

28.      RELATIONSHIP OF PARTIES.  This Agreement in any way does not create the
         relationship  of joint  venture,  partnership,  or principal  and agent
         between TeleMatrix and NORTH AMERICAN.  Neither shall have the power or
         ability  to pledge the credit of the other not to bind the other nor to
         contract in the name of or create a liability  against the other in any
         way for any purpose.

29.      TERMINATION  OF  PRIOR  AGREEMENTS.   This  agreement   terminates  and
         supersedes  all prior  agreements  between the  parties,  except  those
         listed below which shall continue in full force and effect:

            EXCEPTIONS

                  ----------------------------------------------

                  ----------------------------------------------

                  ----------------------------------------------


ALPHANET Distributor Agreement
Page 6
<PAGE>

TeleMatrix
----------
                                                                   CONFIDENTIAL

30.      HEADINGS.  Headings  of this  agreement  are  inserted  solely  for the
         purpose  of  convenience  of  reference  and  are  in no  manner  to be
         construed as a part of the agreement.

31.      ENTIRE AGREEMENT:  WAIVERS. This Agreement sets forth the understanding
         between the parties hereto and supersedes  all prior  understanding  in
         connection  thereof. No waiver of any provision of this Agreement shall
         be deemed or  constitute  a waiver of any other  provision  herein  nor
         shall a waiver be construed as a continuing waiver.

32.      CORPORATE AUTHORITY.  The persons executing this Agreement warrant that
         they have the right, power, legal capacity,  and appropriate  authority
         to enter  into this  Agreement  on behalf of the  entity  for whom they
         sign.

33.      GOVERNING  LAW.  This  Agreement  shall be governed  and  construed  in
         accordance with the laws of the State of Colorado.

34.      NOTICES.  Any notice  required or permitted to be given hereunder shall
         be in writing and shall be served upon the other by express carrier and
         shall be considered  delivered two (2) business  after deposit with the
         express  carrier,  whether or not the  addressee  signs for such.  Such
         notices may  alternatively  be made by  facsimile  transmission,  or by
         express mail with confirmation by express carrier.

         If to TeleMatrix:

         Dale T. Pelletier
         President
         TeleMatrix, Inc.
         5025 Galley Road
         Colorado Springs, Colorado 80915
         Tel. 719/638-8821 / Fax. 719/638-8815

         If to AlphaNet:

         DJ Vallauti
         Vice President, Marketing & Business Development
         275 North Franklin Turnpike, Suite 230
         Ramsey, New Jersey 07446
         Tel. 201/327-4700 / Fax. 201/327-7896

IN WITNESS WHEREOF; the parties hereto have caused these presents to be executed
by a duly authorized officer as of the day and year first above written,

For TeleMatrix, Inc.                       for AlphaNet


By:/s/Dale T. Pelletier                    By:/s/Mark Holzberg
   ----------------------                     --------------------
      Dale T. Pelletier                          Mark Holzberg
      President                                  President & CEO

ALPHANET Distributor Agreement
Page 7
<PAGE>

                                    Exhibit A

TeleMatrix
----------

AlphaNet Hospitality Systems, Inc.
Effective Date: July 15, 1999
<TABLE>
<S>                                                                              <C>    <C>   <C>

--------------------------------------------------------------------------------------------------------
                                                                               AlphaNet        Sugg.
  P/N         Model      Model Description                                       Price      Retail Price
--------------------------------------------------------------------------------------------------------
 97149     9002MWD5    5 Memory, two-line 900MHz cordless telephone w/speaker
--------------------------------------------------------------------------------------------------------
 97359     9002MWD    10 Memory, two-line 900MHz cordless telephone w/speaker
--------------------------------------------------------------------------------------------------------
90004000              Amenities Package (see below)
--------------------------------------------------------------------------------------------------------
Accessories/Spare Parts
--------------------------------------------------------------------------------------------------------
90099001              One-color customized faceplates package
--------------------------------------------------------------------------------------------------------
90099002              Two-color customized faceplates package
--------------------------------------------------------------------------------------------------------
90099003              Three-color customized faceplates package
--------------------------------------------------------------------------------------------------------
90099900              Additional customized faceplates (if in stock)
--------------------------------------------------------------------------------------------------------
90099900              Factory Pre-programming for the Speed Dial Keys
--------------------------------------------------------------------------------------------------------
90042056              Plastic Overlay for 9002MWD5
--------------------------------------------------------------------------------------------------------
90042057              Plastic Overlay for 9002MWD
--------------------------------------------------------------------------------------------------------
90099005              Generic Paper Faceplate
--------------------------------------------------------------------------------------------------------
</TABLE>

Amenities Package Includes:
1.    One-link Color Faceplates
2.    Factory Pre-Programming of the Speed Dial Keys
3.    Regular Ground transportation.
4. Minimum order of twenty-five (25) sets per model per destination.


Note:  TeleMatrix's  experience  with  amenities  packages  indicates  that  the
Amenities  Package is most  effective when passed through or passed through with
minimum mark-up to the hotel.





AlphaNet OEM Agreement
Page 8
<PAGE>

TeleMatrix
----------
                                                                   CONFIDENTIAL

                              EXHIBIT C - (PART 1)

Warranty
--------

TeleMatrix  offers a manufacturer's  limited two-year  warranty for its products
(Warranty Statement below). All warranty work must be sent to the following:

Service Center
--------------

TeleMatrix, Inc.
Attn. Repair Department
5025 Galley Road
Colorado Springs, Colorado 80915
Tel. 800/462-9446   Facsimile. 719/638-8815

Return for Credit (RMA)
-----------------------

1.       No return will be accepted without written or oral  authorization by an
         employee of TeleMatrix and return number label.

2.       Phones  returned for credit without a TeleMatrix  return  authorization
         signed by an employee of TeleMatrix remain the Buyer's property even if
         delivered to our premises.  They are not  acceptable in lieu of payment
         of any  outstanding  invoices.  All such items will be  returned to the
         Buyer.  If the Buyer  refuses  the  return,  the Buyer  will be charged
         storage  for the units at a rate of 1% of the value of the  phones  per
         week from the date of original receipt of the goods by TeleMatrix.

3.       Phones  received  for  credit in a damaged  condition  due to  improper
         packing by the Buyer will be returned without an issuance of credit.

4.       Phones  damaged in  shipment to the Buyer or from the Buyer will not be
         accepted  for credit.  Claims  must be made  against the carrier by the
         Buyer.

5.       Phones  returned  without  boxes or  accessories  will be  subject to a
         refurbishing charge of not less than $6.00 per phone.

6.       All phones  returned to TeleMatrix  which are  designated as defective,
         but are found not to be defective,  as determined by our test criteria,
         or which are out of warranty  will remain the Buyer's  property.  Those
         phones will not be acceptable  for credit  against the Buyer's  account
         even if returned with a TeleMatrix return authorization.

7.       The waiver by the Seller of a breach of any condition of this agreement
         by the  Buyer  shall not  operate  or be  construed  as a waiver of any
         subsequent breach by the Buyer.


ALPHANET Distributor Agreement
Page 9
<PAGE>

TeleMatrix
----------
                                                                   CONFIDENTIAL

                              EXHIBIT C - (PART 2)
                          STATEMENT OF LIMITED WARRANTY

TeleMatrix,   Inc.   (TeleMatrix)   warrants  to  its  customers  that  products
manufactured  by TeleMatrix are free from defects in materials and  workmanship.
TeleMatrix's  obligations  under  this  warranty  are  limited to  repairing  or
replacing at  TeleMatrix's  option,  the part or parts of the product  which are
reported  defective in material or workmanship  within 2 years after the date of
purchase.

TeleMatrix will, at its option, either repair the defective products or parts or
deliver  replacements  for defective  products or parts on an exchange  basis to
buyer.  Products  returned to  TeleMatrix  under this  warranty  will become the
property of TeleMatrix.

All waranties are subject to the following conditions:
1.       If the phones have been damaged, adjusted, abused, modified or tampered
         with, by other than  TeleMatrix  authorized  personnel,  the warranties
         above are voided.
2.       Improper  installation,  maintenance,  misuse or any cause  other  than
         ordinary application will void the warranties.
3.       This warranty is good only in the United States and Canada.
4.       The cost and risk of loss or damage for sending the phone to TeleMatrix
         will be borne by you.
5.       Warranties  on phones  repaired by TeleMatrix are good until the end of
         the  original  warranty.
6.       Proof of date of  purchase  is required to be submitted  with the phone
         when  returned for warranty repair.

Some states do not allow  limitations  on how long an implied  warranty lasts or
exclusions or limitations of incidental or consequential  damages,  so the above
limitations or exclusions may not apply to you.

The foregoing  TeleMatrix  limited warranty is in lieu of all other  warranties,
whether oral, written,  expressed,  implied, or statutory.  There are no implied
warranties of  merchantability or fitness for a particular  purpose.  TeleMatrix
warranty obligations hereunder are solely and exclusively as stated herein.

TeleMatrix's  liability,  whether  based on  contract,  tort,  warranty,  strict
liability or any other theory, shall not exceed the price of the individual unit
whose defect or damage is the basis of the claim.  In no event shall  TeleMatrix
be liable for any loss of profits,  loss of use of facilities  or equipment,  or
other indirect, incidental or consequential damages.

TeleMatrix  will make every effort to satisfy its  customers  under the terms of
this warranty  should a dispute arise.  The company does not employ any specific
dispute settlement mechanism.  This warranty gives you specific legal rights and
you also may have other rights which vary from state to state.



ALPHANET Distributor Agreement
Page 10