EXHIBIT 10.26

                                  CONFIDENTIAL

                               TEAMING AGREEMENT
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     THIS AGREEMENT made the 19th day of August, 1997


BETWEEN:  DCX SYSTEMS LTD., a corporation incorporated under the laws of Canada,
          having its principal place of business at 8162 Pinellas Park Drive,
          Niagara Falls, Ontario, L2H 3B1,

          (hereinafter referred to as "DCX")

AND:      BELL CANADA, a corporation incorporated under the Canada Business
          Corporations Act, having its principal place of business at 1050
          Beaver Hall Hill, Montreal, Quebec, Canada, H2Z 1S4,

          (hereinafter referred to as "BELL")

WHEREAS BELL has issued a Request for Quotation # 121960719 dated July 12th,
1996 (hereinafter the "Request for Quotation");

WHEREAS DCX has presented a Proposal dated August 13th, 1996 with respect to the
Request for Quotation (hereinafter the "Proposal");

WHEREAS the parties have signed a Letter of Agreement dated January 30th, 1997
(the Letter of Agreement) attached hereto as Appendix "A" under which they
have agreed to proceed with a Field Trial to test the Derived Channel System
(the Field Trial);

WHEREAS the parties have subsequently entered into negotiations with respect to
the implementation of a Derived Channel Multiplex Network used to provide data
over voice services in BELL's territory in Quebec and Ontario;

WHEREAS the parties wish to establish their respective rights and obligations
and the method of sharing the financial benefit that may arise from the
recurring revenues generated by the Derived Channel Multiplex Network as stated
herein.

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NOW THEREFORE WITNESSETH that, in consideration of the premises and the terms,
conditions and mutual covenants and agreements herein contained, and for other
good and valuable consideration the receipt and adequacy of which is hereby
acknowledged, the parties hereto agree as follows:

1        INTERPRETATION

         1.1      Definitions

                  1.1.1    The following terms used in this Agreement shall have
                           the definitions respectively assigned to them
                           hereunder unless the subject matter or context of
                           this Agreement otherwise requires:

                           1.1.1.1 "AGREEMENT" shall mean this Agreement.

                           1.1.1.2  "CUSTOMER OF BELL" shall mean the person
                                    or entity that is subscribing to the
                                    Services, said Services as are further
                                    described in Section 2.3.

                           1.1.1.3  "DERIVED CHANNEL CONNECTION" shall mean
                                    each port used in the scanner comprised in
                                    the Equipment provided by DCX and owned by
                                    BELL and used by a customer of BELL within
                                    Quebec and Ontario.

                           1.1.1.4  "DERIVED CHANNEL MULTIPLEX NETWORK" shall
                                    mean the message switches, scanners and
                                    other related equipment, including software,
                                    used to provide alarm and other data over
                                    voice transport services.

                           1.1.1.5  "INTELLECTUAL PROPERTY" shall mean
                                    anything protected or that may be protected
                                    by Intellectual Property Rights and
                                    includes, without limitation, inventions,
                                    methodologies, software, processes, know-how
                                    and technical information.

                           1.1.1.6  "RECURRING REVENUE" shall mean the monthly
                                    amount invoiced by BELL to its Customers for
                                    each Derived Channel Connection, excluding
                                    taxes and one time service charges.


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                           1.1.1.7  "NPV" shall mean the Net present value
                                    (evaluated at day one of the Term of this
                                    Agreement) of the amount where indicated and
                                    is calculated using a discount factor of
                                    11.1 % of capital cost.

         1.2 All amounts stipulated in this Agreement are in Canadian (CDN)
             dollars.

2        OBJECT

         2.1 The Preamble forms part of this Agreement.

         2.2      DCX hereby agrees to sell to BELL and BELL hereby agrees to
                  buy from DCX, Derived Channel Multiplex Network software and
                  firmware as further described in Section 3.1, the whole under
                  the terms and conditions and for the consideration stipulated
                  herein.

         2.3      BELL shall use Derived Channel Multiplex Network to provide
                  alarm and other data over voice transport services
                  (hereinafter referred to as the "Services").

         2.4      The Services will be offered to BELL's Customers  located in 
                  its operating  territory, in Quebec and Ontario.

         2.5      The Services will be provided over BELL's network and 
                  equipment.

         2.6      This Agreement is strictly conditional upon the successful
                  completion of the Field Trial by DCX in accordance with the
                  terms and conditions of the Letter of Intent. Following such
                  successful completion, the provisions of the Letter of Intent
                  shall become inapplicable and will be deemed replaced by this
                  Agreement. Should the Field Trial not meet the criteria
                  specified in the Letter of Intent, this Agreement shall become
                  null and void and of no further effect.

3        OBLIGATIONS OF DCX

         3.1      DCX hereby agrees to sell to BELL the Derived Channel
                  Multiplex Network software and firmware listed in Appendix
                  "B" attached hereto and all other additional components as
                  BELL may require from time to time during this Agreement to
                  provide the Services (the equipment listed in Appendix "B",
                  together with any additional components being collectively
                  referred to herein as the "Equipment").

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         3.2      DCX hereby grants to BELL a non-exclusive, transferable,
                  ongoing, paid up license to use the programs and the software
                  (in object-code only) installed or comprised in the Equipment,
                  regardless of whether DCX is providing the maintenance support
                  services or not. This license shall survive the termination or
                  expiry of the Term of this Agreement.

         3.3      DCX will stock an adequate supply of Equipment, parts and
                  components to fully support BELL's demand.

         3.4      DCX will ship the Equipment at its own risks and expenses to
                  BELL as per the deployment schedule of Appendix "C" attached
                  hereto (the Deployment Schedule) and as reasonably ordered
                  from time to time by BELL in a Purchase Order specifying the
                  exact quantity, delivery date and location. Should DCX fail to
                  timely deliver Equipment as ordered by BELL, such failure
                  shall constitute material breach under the provisions Section
                  18.1 below.

         3.5      As stated in Section 3.1 above, DCX will provide equipment in
                  addition to that listed in Appendix "B" and will also effect
                  delivery thereof as may be required from time to time by BELL.
                  Such additional equipment shall be governed by the terms and
                  conditions of this Agreement.

         3.6      DCX warrants that the Equipment will be free from defects in
                  material and workmanship upon delivery and will perform
                  according to the specifications detailed in the Proposal
                  throughout the Term of this Agreement.

         3.7      DCX warrants it is the rightfull owner of the Equipment with
                  the right to license the software and warrants that Equipment
                  will be free and clear form any lien and encumbrances.

         3.8      DCX will provide at no additional cost, "Premium
                  Network/Support Package" maintenance services for the
                  Equipment as specified Appendix "D" attached hereto. When
                  access to BELL's premises or third parties premises is
                  required by DCX to effect maintenance services, it shall be
                  strictly in accordance with all procedures established from
                  time to time by BELL, namely, BELL reserves the right to limit
                  access to specific individuals, to request appropriate
                  identification and to schedule such activities at certain
                  times such as during off normal hours designated by BELL.

         3.9      DCX represents to BELL that it has developed and will
                  constantly update a modernization plan for future developments
                  of the Derived Channel Multiplex 


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                  Network, including a plan to modernize the current main
                  scanner technology within two (2) years from the signature
                  of this Agreement. If deemed appropriate by BELL and DCX,
                  DCX will replace or upgrade the current scanner technology
                  with the new scanner technology, when it is available, the
                  whole, at its own costs and expenses, except that
                  installation will be assumed by BELL but paid for by DCX.

         3.10     DCX warrants all Equipment shall comply with all applicable
                  laws, regulations and standards, namely, but without
                  limitation, U.L.C., C.S.A. and NFPA-72.

         3.11     DCX will provide twenty-five (25) training sessions and all  
                  necessary documentation as specified in the Proposal.

         3.12     DCX will provide BELL with all documentation and
                  manufacturer's specifications (in French and English)
                  necessary for the installation and operation of the Equipment.

         3.13     DCX will provide a standard solution acceptable to BELL by the
                  end of July 1998 to provide the Services with the DMS-IU; in
                  order to do so, DCX will need data and information from
                  Nortel, the details of which it will provide to BELL by the
                  end of September 1997. BELL will take reasonable steps to
                  ensure Nortel is cooperating in providing such requirements to
                  DCX. Should the DMS-IU solution not be made available to BELL
                  by the end of July 1998, in spite of Nortel's collaboration,
                  the number of Derived Channel Connections contemplated in
                  Section 5.1 will be modified from 52,000 to 32,000.

         3.14     DCX will make available from alarm panel suppliers (including
                  DSC Sur-Gard) the STU's and Line Card receivers on the later
                  of ninety (90) days following signature of this Agreement, or
                  thirty (30) days following the last day of the Field Trial.

         3.15     DCX also grants BELL the right to rent ports or otherwise
                  allow use of ports on the switches comprised in the Equipment
                  to any Canadian Telephone Company who has purchased network
                  equipment from DCX. Such rental or use shall be under terms
                  and conditions as BELL may determine appropriate from time to
                  time, it being understood that the revenues (if any) that BELL
                  may receive therefrom are not to be considered for the purpose
                  of calculating the Retribution described in Section 7 herein.

         3.16     DCX represents and warrants that each equipment and software
                  delivered or developed under this Agreement is designed to be
                  used prior to, during, and after the calendar year 2000 A.D.
                  and that the Equipment delivered or developed under 


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                  this Agreement will operate during such time period without
                  error relating to date data, specifically including any
                  error relating to, or the product of, date data which
                  represents or references different centuries or more than a
                  century.

                  Without limiting the generality of the foregoing, DCX further
                  represents and warrants that the Equipment:

                  A)       will not abnormally end or provide invalid or
                           incorrect results as a result of date data,
                           specifically including date data which represents or
                           references different centuries or more than one
                           century;

                  B)       has been designed to ensure year 2000 compatibility,
                           including, but not limited to, date data century
                           recongnition, calculations which accomodate same
                           century and multi-century formulas and date values,
                           and date data interface values that reflect the
                           century; and

                  C)       includes "year 2000 capabilities". "Year 2000 
                           capabilities" means the Equipment:

                           i)       will manage, calculate, sequence, compare
                                    and manipulate data involving dates,
                                    including single century formulas and
                                    multi-century formulas, including leap years
                                    and will not cause an abnormally ending
                                    scenario within the application or generate
                                    incorrect values or invalid results
                                    involving such dates; and

                           ii)      provides that all date-related user
                                    interface functionalities and data fileds
                                    include the indication of century; and

                           iii)     provides that all date-related data
                                    interface functionalities include the
                                    indication of century.

                  If requested to do so by BELL, DCX will, from time to time
                  provide BELL with the results of testing done by DCX on the
                  Equipment to verify that the Equipment is Year 2000 compliant
                  in accordance with the terms of this warranty. Should the
                  results of testing reveal that the Equipment is not Year 2000
                  compliant in accordance with the terms of this warranty, DCX
                  shall, without charge to BELL, repair or replace the
                  non-compliant Equipment within the period of time to be
                  specified by BELL; should such repair or replacement be not
                  completed within the time specified, BELL shall have the right
                  to have any necessary changes or repairs performed itself and
                  the DCX shall reimburse BELL for any expense incurred thereby.

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                  In the event of a breach of the Year 2000 warranty herein, and
                  notwithstanding anything to the contrary in this Agreement,
                  DCX shall assume all risks and responsibilities inherent to
                  such warranty and shall indemnify and save harmless BELL and
                  its customers from and against any and all claims, demands,
                  suits, actions, or causes of actions, of any kind whatsoever,
                  for direct or indirect damages, losses, costs, injuries,
                  death, property damage, claims and/or expenses resulting from
                  this Agreement, and shall also include all judiciary and
                  extra-judiciary costs incurred by BELL arising from such
                  breach.

4        OBLIGATIONS OF BELL

         4.1      BELL shall provide Central Office or other space as required
                  for the installation and operation of Equipment.

         4.2      The size and location of the area in the Central Offices or
                  elsewhere is within the sole discretion of BELL and BELL may
                  relocate or rearrange the Equipment from time to time at its
                  discretion and for any reason.

         4.3      BELL shall provide the necessary electrical power to operate
                  the Equipment and the necessary cabling between the scanner
                  and BELL's frame. Power requirements are as specified in the
                  Proposal.

         4.4      BELL shall test, configure, install and operate the Equipment.

         4.5      Subject to the provisions of Section 3.8, BELL shall maintain 
                  the Equipment.

         4.6      BELL will act as the only interface for the Services with its
                  Customers and will be responsible for Services ordering, and
                  Services billing.

         4.7      In a manner consistent with the strategy conveyed in the
                  Deployment Schedule, BELL will file to the CRTC, no later than
                  the end of 1997, a request to discontinue its Class A and B
                  offerings or to remove the alarm application from class A and
                  B offerings, and it will file to the CRTC, no later than the
                  end of 1998, a request to raise the tariffs of the S-3T3 Data
                  Services (DVAC S). However, BELL does not make any warranty or
                  representation to DCX as to the issue of such requests to the
                  CRTC.


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5        TERM

         5.1      Subject to the provisions of Section 3.13, this Agreement
                  shall be for a term starting upon its execution by both
                  parties and terminating on the last day of the 48th month
                  following the moment a total of 52,000 Derived Channel
                  Connections are achieved, (the Term);

         5.2      For the purpose of calculating the number of achieved Derived
                  Channel Connections in Section 5.1 above, in addition to the
                  number effectively achieved, a number of 1,000 Derived Channel
                  Connections will be deemed to have been achieved for each week
                  during which the STU's and Line card receivers are not
                  available from alarm panel suppliers (including DSC Sur-Gard)
                  on the later of ninety (90) days following signature of this
                  Agreement or thirty (30) days following the last day of the
                  Field Trial. However, the number of Derived Channel
                  Connections deemed achieved hereunder shall not be considered
                  for the purpose of payments to DCX under Section 7.

         5.3      Sixty (60) days prior to the expiry of the Term, the parties 
                  shall either:

                  5.3.1    enter into good faith negotiations to determine the
                           terms and conditions applicable to an eventual
                           renewal thereof and revenue sharing arrangement on a
                           basis that fairly acknowledges the respective
                           contribution of each of the parties. or,

                  5.3.2    mutually agree not to renew this Agreement, in which
                           case this Agreement will terminate at the expiry of
                           the Term and BELL will remain the absolute owner of
                           the Equipment.

         5.4      Should the parties fail to reach an agreement on mutually
                  acceptable renewal terms and conditions at least ten (10) days
                  prior to the expiry of the Term (or at a later date agreed to
                  in writing), the matter will be referred to arbitration as per
                  the provisions of Section 14.2 herein whereby, however, the
                  arbitrators will only act as "amiable compositeurs" and
                  issue a non-binding recommendation (the Recommendation)
                  accompanied by an agreement reflecting the Recommendation.

         5.5      Within ten (10) days from the date of the Recommendation,
                  should one of the parties not have executed the agreement
                  reflecting said Recommendation, it shall be deemed to have
                  rejected renewal and the following shall apply:


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                  5.5.1    If rejection is attributable to DCX, then this
                           Agreement will terminate at the expiry of the Term
                           and BELL shall remain the absolute owner of the
                           Equipment.

                  5.5.2    If rejection is attributable to BELL, then, BELL
                           shall remain the absolute owner of the Equipment and:

                           5.5.2.1  If a total of $ * Millions NPV or more has
                                    been paid to date to DCX under the
                                    provisions of Section 7 of this Agreement,
                                    BELL will, at its discretion, either:

                                        i)       pay *% of the  Recurring  
                                                 Revenue for one additional term
                                                 of one year, up to a maximum of
                                                 $ * Millions for that year; or,

                                        ii)      pay *% of the Recurring Revenue
                                                 for five (5) additional terms
                                                 of one year, and DCX shall
                                                 provide, free of charge to
                                                 BELL, maintenance services and
                                                 support as per the "Premium
                                                 Network/Support Package"
                                                 (Appendix "D") herein and
                                                 shall contribute in R. & D.
                                                 Activities as described in
                                                 Section 9, in the amount of $1
                                                 Million per year.

                           5.5.2.2  If the total of $ * Millions NPV has not
                                    been paid to DCX to date under the
                                    provisions of Section 7 of this Agreement
                                    and DCX has supplied at least a value of $ *
                                    Millions NPV in Equipment, maintenance
                                    services, administration, sales support and
                                    training, then the provisions of said
                                    Section 7 shall continue to apply until the
                                    amount of $ * Millions NPV is reached and,
                                    after, BELL will continue to pay *% of the
                                    Recurring Revenue for one additional term of
                                    one year, up to a maximum of $ * Millions
                                    for that year.

                           5.5.2.3  If the total of $ * Millions NPV has not
                                    been paid to DCX to date under the
                                    provisions of Section 7 of this Agreement
                                    and DCX has supplied less than a value of 
                                    $* Millions NPV in Equipment, maintenance
                                    services, administration, sales support and
                                    training, then the amount of $ * Millions
                                    NPV to be reached will be reduced to a new
                                    amount according to the following formula:

* Confidential information which has been omitted pursuant to Rule 24b-2
  under the Securities Exchange Act of 1934 and filed separately with the
  SEC.

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    $Value of Equipment, maintenance
    Services, administration, sales support
    And training supplied by DCX
    _______________________________________ X  $  *   Millions NPV = new amount
             $ * Millions NPV

                                and the provisions of Section 7 shall
                                continue to apply until such time as
                                this new amount is reached and after,
                                BELL will continue to pay *% of the
                                Recurring Revenue for one additional
                                term of one year, up to a maximum of $ *
                                Millions for that year.

         5.6      Notwithstanding the provisions of Sections 5.3, 5.4 and 5.5
                  above, it is expressly understood that, at the end of the
                  Term, should BELL determine that the Derived Channel Network
                  technology offered by DCX will not meet its future
                  requirements, then BELL may go to tender to identify a
                  preferred supplier capable of providing the Services
                  throughout the entire BELL territory and, if BELL selects
                  another supplier, then, provided DCX has been invited to
                  tender and further provided that the other supplier offers
                  technology able to coexist with voice over any kind of
                  transport medium; then:

                  5.6.1    BELL will remain the absolute owner of the Equipment;
                           and

                  5.6.2    BELL's only obligation shall be to pay the following
                           percentages of Recurring Revenue to DCX up to and
                           until the time BELL decides to disconnect the
                           Equipment:

                           Year 6 = *% 
                           Year 7 = *% 
                           Year 8 = *% 
                           Year 9 = *% 
                           Year 10 = *%

                           but in the aggregate, not to exceed a maximum amount
                           of $ * Millions NPV; or the "new amount", as
                           defined in Section 5.5.2.3, if DCX has supplied less
                           than a value of $ * Millions NPV in Equipment,
                           maintenance services, administration, sales support
                           and training.

*        Confidential information whch has been omitted pursuant to Rule 24b-2
         under the Securities Exchange Act of 1934 and filed separately with the
         SEC.


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         5.7      For the purpose of calculating the value in Equipment,
                  maintenance services, administration, sales support and
                  training supplied by DCX under Sections 5.5.2.2., 5.5.2.3 and
                  5.6.2., the prices shown in the Proposal shall remain
                  applicable throughout the Term and, within thirty (30) days
                  following the end of each fiscal year of BELL, DCX shall
                  provide BELL with a statement showing the dollar value
                  respectively attributable to Equipment, maintenance services,
                  administration, sales support and training supplied during
                  that year.

         5.8      Subject to the provisions of 5.5.2.1 ii), DCX agrees to
                  provide maintenance services as may be required by BELL for
                  the prices shown in Appendix "D", during any additional term
                  of this Agreement where BELL continues paying a Revenue to DCX
                  under this Section 5.

6        EQUIPMENT TITLE AND RISKS

         6.1 Title to the Equipment shall pass to BELL upon delivery.

         6.2      Risks of loss or damage to the Equipment shall be assumed by 
                  BELL upon transfer of title.

7        PAYMENTS TO DCX

         7.1      In consideration for the benefits derived from this Agreement,
                  BELL shall pay DCX an amount equal to * (*%) of the Recurring
                  Revenue (less PST and GST) received from its customers for
                  each Derived Channel Connection (the Retribution) during the
                  term of this Agreement.

         7.2      The parties acknowledge and agree that the following
                  percentages represent a fair allocation of the Retribution for
                  accounting and tax purposes:

                  i)       Equipment                77%

                           Maintenance Services      7%

                           Administration, sales
                           support and training     16%
                                                   ---
                           Total                   100%

*        Confidential information which has been omitted pursuant to Rule 24b-2
         under the Securities Exchange Act of 1934 and filed separately with the
         SEC.

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         7.3      The Retribution will be payable quarterly in arrears, less all
                  applicable withholding for payments to non-residents of Canada
                  as determined by Canadian and provincial legislation.

         7.4      The parties will put in place a mutually acceptable connection
                  tracking system using a software provided by DCX and able to
                  identify separately two types of connection: i) residence ii)
                  business. The Retribution will be calculated quarterly based
                  on the numbers shown by such system.

         7.5      Within thirty (30) days from the end of each quarter of the
                  term, BELL shall send to DCX copy of a report originating from
                  the tracking system, indicating the basis for calculation of
                  the Retribution and the corresponding Retribution payment.

         7.6      BELL will apply a monthly rate of $11.95/connection for
                  residential customers and of $14.95/connection for business or
                  commercial customers. BELL may modify these rates, at its
                  discretion, at any time during the Term or renewal of this
                  Agreement, in which case, BELL will advise DCX thirty (30)
                  days in advance.

8        SALES AND MARKETING SUPPORT

         8.1      BELL and DCX will actively cooperate and participate in the
                  promotion and marketing of the Services as follows:

                  8.1.1    DCX will hire and keep the necessary number of
                           employees dedicated on a full time basis to market
                           the Services in BELL's territory. At least one of
                           these employees will speak french for Quebec
                           customers.

                  8.1.2    BELL and DCX shall equally share the expenses related
                           to expositions seminars and trade shows; however DCX
                           will provide the kiosk.

                  8.1.3    BELL and DCX shall jointly approach potential
                           customers for all Derived Channel Network
                           applications but BELL shall be the sole supplier of
                           the Services.

9        ONGOING RESEARCH AND DEVELOPMENT

         9.1      DCX agrees to provide the resources to meet with customers to
                  evaluate applications opportunities other than alarms.


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         9.2      DCX shall invest into Research and Development (R & D) an
                  amount sufficient to develop multiple applications (allowing
                  more than one application to be rerouted to more than one
                  control or monitoring center) and to make them available to
                  BELL's customers for field trial within one hundred and eighty
                  (180) days following the moment BELL and DCX agree on a
                  defined application.

         9.3      DCX will invest in other R & D activities such as the
                  elimination of the 2.8 kHz tone generated by a transaction as
                  a priority project; "100 bytes" transaction and "switch
                  increased productivity" will be prioritized according to
                  development plans to be separately agreed upon between BELL
                  and DCX.

         9.4      Should BELL decide to financially participate with DCX in R &
                  D Activities, the terms and conditions governing such
                  participation will be agreed upon between BELL and DCX in a
                  separate agreement and BELL shall be entitled to share
                  revenues therefrom with DCX and to exploit the results of the
                  R & D Activities.

10       TECHNOLOGY COMMITTEE

         10.1     Each party shall appoint at least one representative to
                  participate in regular technology meetings held no less than
                  every six (6) months throughout the Term (the Technology
                  Committee).

         10.2     The Technology Committee will work on a regular basis to
                  explore the technology requirements for the future.

11       FIRST RIGHT OF REFUSAL

         11.1     Before accepting an offer by a third party (other than a
                  corporation which is an affiliate within the meaning of the
                  now current Business Corporations Act) to acquire the whole
                  of its business of providing the Services to its Customers,
                  BELL shall offer DCX to acquire the same, under the same
                  terms and conditions as offered by such third party, by
                  sending a notice to that effect to DCX. Failure by DCX to
                  accept such offer within ten (10) days of its date shall
                  constitute conclusive evidence of its rejection by DCX and
                  DCX will have no further first right of refusal.

         11.2     The above first right of refusal is strictly conditional upon
                  its compliance, now and in the future, with all applicable
                  laws, rules and regulations, namely, but without limitation,
                  the orders of the CRTC.

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12       OWNERSHIP OF INTELLECTUAL PROPERTY

         12.1     All Intellectual Property developed by a party prior to this
                  Agreement belongs to that party.

         12.2     It is understood and agreed that any Intellectual Property
                  developed by one of the parties under this Agreement, shall
                  belong to the party that developed it.

13       SUBCONTRACTING

         13.1     Provided it has obtained the other party's approval, which
                  shall not be unreasonably withheld and shall not be necessary
                  for BELL with regards to the installation of the Equipment,
                  each party may subcontract to a third party the performance of
                  all or a part of the obligations to be performed by such party
                  under this Agreement, but this party shall at all times remain
                  liable towards the other parties for all its obligations under
                  this Agreement.

         13.2     Each subcontractor that may become so involved shall sign a
                  statement in writing satisfactory to the parties to the effect
                  that it agrees to be bound by the Confidential Information
                  provisions of this Agreement.

14       DISPUTES RESOLUTION

         14.1     Negotiation of the parties

                  The parties agree that they shall use their best efforts to
                  settle amicably disagreements arising from or in connection
                  with this Agreement. To this effect, they shall submit such
                  disagreements to a committee constituted by the parties to be
                  comprised of an equal number of senior management
                  representatives or their duly appointed nominees, from each
                  party (the "Executive Committee"), the members of which
                  shall consult and negotiate with one another in good faith an
                  understanding to reach a just and equitable solution.

         14.2     Arbitration

                  Subject to the provisions of Section 5.4, any dispute which
                  cannot be resolved through negotiation between the parties,
                  will be definitely resolved through binding arbitration to the
                  exclusion of the Courts, submitted to an arbitration panel of
                  three members, in the following manner.

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TEAMING AGREEMENT
between DCX SYSTEMS LTD. and BELL CANADA                                 Page 15
================================================================================


                  14.2.1   at the request of one party, each party shall appoint
                           one arbitrator, and the two such appointed shall
                           appoint a third arbitrator.

                  14.2.2   if one of the parties fails to appoint an arbitrator
                           within thirty (30) days of having been notified by
                           the other party to do so, or if the arbitrators fail
                           to agree on the choice of the third arbitrator within
                           thirty (30) days after their appointment, a judge
                           having jurisdiction shall make the appointment on the
                           motion of one of the parties;

                  14.2.3   the arbitrators shall proceed to the arbitration
                           according to the procedure they shall determine. They
                           shall have all the necessary powers for the exercise
                           of their jurisdiction, including the power to appoint
                           an expert and the power to act as amiable
                           compositeurs;

                  14.2.4   the arbitrator shall settle any procedural matter in
                           the dispute according to the rules of law agreed by
                           the parties or, failing which, according to the rules
                           of Civil Procedure applicable in the Province of
                           Quebec;

                  14.2.5   an arbitration will only take place in the City of
                           Montreal, in the Province of Quebec;

                  14.2.6   the arbitrators shall have jurisdiction to determine
                           the award, including payment of damages, interest and
                           costs;

                  14.2.7   every decision of the arbitrators, including the
                           final award, shall be rendered by the majority of
                           votes;

                  14.2.8   unless permitted by the court having jurisdiction, no
                           arbitral ruling or decision made by the majority of
                           arbitrators shall be questioned, reviewed or
                           restrained by any proceeding, under any act, unless
                           as otherwise permitted under the law, and both
                           parties agree to be bound by any such decision or
                           award; and

                  14.2.9   the parties agree to comply with any final award 
                           within thirty (30) days after it is rendered.

<PAGE>
TEAMING AGREEMENT
between DCX SYSTEMS LTD. and BELL CANADA                                 Page 16
================================================================================


     Notwithstanding anything provided above, nothing shall prevent any party to
petition or otherwise apply to a judge or a court having jurisdiction to seek
injunctive relief in the event of any breach of this Agreement as to provision
dealing with Intellectual Property or confidentiality, without prejudice to any
other remedy available to such a party.

15       REPRESENTATIONS AND WARRANTIES

         15.1 Each of the parties represents and warrants that:

                  i)       it has the rights to enter into this Agreement;
                           and,

                  ii)      it will not, to its best knowledge, infringe upon the
                           Intellectual Property Rights of any person or entity
                           by fulfilling its obligations under this Agreement.

16       INSURANCE

         16.1     DCX shall, at its sole cost and expense procure, maintain, pay
                  for and keep in force insurance as specified in paragraphs
                  16.2 and 16.3, placed with insurance companies acceptable to
                  BELL.

         16.2     Comprehensive general liability coverage on an occurrence
                  basis in an amount of $10 millions combined single limit for
                  bodily injury and property damage. Said coverage shall include
                  contractual, owners and contractors protective,
                  products/completed operations, occurrence property damage,
                  personal injury and contingent employer's liability
                  endorsements, a cross liability clause, name BELL as an
                  additional named insured and contain a severability of
                  interests clause.

         16.3     Umbrella/Excess Liability coverage in an amount of $5 millions
                  excess of coverage specified in 16.2 above.

         16.4     The limits set forth in paragraphs 16.2 and 16.3 may be
                  increased by BELL from time to time during the term of this
                  Agreement to at least such minimum limits as shall then be
                  customary in respect of comparable situations.

         16.5     All policies purchased by DCX shall be deemed to be primary
                  and not contributing to or in excess of any similar coverage
                  purchased by BELL.

         16.6     All insurance must be in effect on or before the beginning of
                  the Term and shall remain in force throughout the Term and
                  renewal thereof. If DCX fails to maintain 

<PAGE>
TEAMING AGREEMENT
between DCX SYSTEMS LTD. and BELL CANADA                                 Page 17
================================================================================

                  the coverage, BELL may pay the premiums therein and obtain
                  reimbursement of same from DCX.

         16.7     DCX shall submit certificates of insurance and/or copies of
                  policies reflecting the coverages specified in paragraphs 16.2
                  and 16.3 above prior to the beginning of the Term, to the
                  address shown below. DCX shall arrange for BELL to receive
                  thirty (30) days advance notice of cancellation or any
                  material change to DCX insurance policies from its insurance
                  company.

         16.8     DCX must also conform to the recommendation(s) made by BELL's
                  insurers and Fire & Safety protection consultants which DCX
                  has already agreed to or to such recommendations it shall
                  hereafter agree to.

         16.9     Failure by DCX to comply with the provisions of this Section
                  will be deemed a material breach of this Agreement.

17       REGULATORY APPROVAL

         17.1     This Agreement and all rates, charges, terms and conditions
                  are subject to all applicable regulatory approvals and
                  requirements.

18        TERMINATION

         18.1     In the event that one of the parties becomes insolvent or
                  bankrupt, the other party shall be entitled to terminate this
                  Agreement.

         18.2     Upon termination of this Agreement under Section 18.1, BELL 
                  will remain the absolute owner of the Equipment.

         18.3     In the event that one of the parties to this Agreement is in
                  breach of a material provision of this Agreement and such
                  breach is not adequately remedied within thirty (30) days of
                  receipt of written notice of the material breach, then final
                  rdesolution of the breach shall be submitted to binding
                  arbitration.

19       WARRANTY AND INDEMNIFICATION

         19.1     Neither party shall be liable to the other for any indirect,
                  incidental, consequential or special damages arising out of or
                  in connection with this Agreement even if notified of the
                  possibility of such damages.


<PAGE>
TEAMING AGREEMENT
between DCX SYSTEMS LTD. and BELL CANADA                                 Page 18
================================================================================


         19.2     Each party indemnifies the other party in respect of any
                  claims for personal injury or death, or property damage
                  (including damage to property of the indemnified party)
                  arising from any act or omission of the indemnifying party,
                  its servants, agents, or employees.

         19.3     Without restricting the generality of Section 19.2, and
                  notwithstanding any other provisions in this Agreement, and
                  unless such is the direct result of BELL's negligence or
                  willful act or that of its employees, agents or
                  representatives, DCX shall:

                  19.3.1   Indemnify and save harmless BELL, its directors,
                           officers, employees and agents from and against any
                           and all manner of liabilities awards, claims,
                           demands, suits, proceedings, actions, causes of
                           actions or other claims which may be brought or made
                           against BELL or such persons, or which BELL or such
                           persons may become subject to;

                  19.3.2   be liable to BELL, its directors, officers, employees
                           and agents for any and all losses, costs, damages and
                           expenses whatsoever (and without limiting the
                           generality of the foregoing any direct losses, costs,
                           damages and expenses of BELL or such persons,
                           including costs as between a solicitor and its own
                           client) which BELL or such persons may sustain, pay
                           or incur;

                  as a result of, arising out of, or in connection with:

                  19.3.3   the performance of this Agreement or the use or 
                           maintenance of the Equipment;

                  19.3.4   any breach, violation or non-performance of any
                           condition, covenant, obligation, representation or
                           warranty on the part of DCX pursuant ot this
                           Agreement, any act or omission of DCX in connection
                           with the performance of its obligations under this
                           Agreement,

         19.4     DCX will defend, at its expense, any legal action brought
                  against BELL, a customer or any third party, based on a claim
                  that the Equipment, any part thereof or any other materials
                  provided by DCX infringe upon any patent, copyright, trade
                  secret, or any other proprietary right, provided that DCX is
                  promptly notified once such a claim comes known. DCX is,
                  hereby given the authority to defend any such claim on behalf
                  of BELL but in agreement with BELL's policies. DCX agrees to
                  satisfy any judgment as may be obtained in any such legal
                  action and to indemnify and save BELL harmless against any
                  such judgment. If such a claim arises, or if 

<PAGE>
TEAMING AGREEMENT
between DCX SYSTEMS LTD. and BELL CANADA                                 Page 19
================================================================================


                  in DCX's opinion, is likely to arise, BELL agrees to permit
                  DCX or a third party at DCX's expense, and option, to
                  procure for BELL the right to continue using the Equipment
                  or to replace the Equipment or part thereof with an
                  equivalent non-infringing product. DCX will have no
                  obligation or liability whatsoever arising out of
                  infringement claims based on the use of any part of the
                  Equipment which was modified by another than DCX in a manner
                  which constitutes an infringement.

20       NOTICES

         20.1     The parties hereby agree that any notice, request, demand,
                  consent, approval, correspondence or other communication
                  required or permitted to be given hereunder, shall be in
                  writing and be sent registered mail, telex, telegram,
                  facsimile, or other agreeable electric means addressed as
                  follows:

                  DCX:                        BELL:
                                              if of a legal nature, to:
                  c/o President
                  DCX Systems Inc.            Corporate Secretary
                  2360 Maryland Road          1050 Beaver Hall Hill
                  Willow Grove, Pensylvania   Montreal 
                  19090                       (Quebec) H2Z 1S4

                                              if of administrative nature, to:
                                              Director - Product Line Management
                                              700 La Gauchetiere Street West
                                              Room 7O1
                                              Montreal (Quebec) H3B 4L1

                  All notices or communications provided by this Section shall
                  be considered effective when received.

21       TRANSFER RIGHTS

         21.1     Neither of the parties shall assign, nor in any manner
                  transfer its interest, or any part thereof in this Agreement
                  without the prior written consent of the other party which
                  shall not be necessary for BELL to transfer its rights to a
                  corporation which is an affiliate within the meaning of the
                  now current Business Corporations Act.

         21.2     Any sale or sales aggregating fifty percent (50 %) or more of
                  the capital or voting stock of DCX shall be deemed to be an
                  assignment of this Agreement.

<PAGE>
TEAMING AGREEMENT
between DCX SYSTEMS LTD. and BELL CANADA                                 Page 20
================================================================================


         21.3     Unauthorized assignment shall be deemed to constitute a 
                  material breach.

22       ENTIRE AGREEMENT

         22.1     This Agreement and its Appendices contain the entire agreement
                  between the parties hereto relating to the subject matter
                  herein and supersedes any prior agreements, obligations,
                  statements, representations, understandings, communications
                  and negotiations between the parties, whether oral or written.
                  Except as otherwise provided in this Agreement, this Agreement
                  shall bind the parties from and after its signature and the
                  parties hereby agree that there are no terms and obligations,
                  covenants, representations, statements or conditions, oral or
                  written, other than those contained herein.

23       SEVERANCE

         23.1     In the event that any of the provisions of this Agreement are
                  held to be illegal, invalid or unenforceable, any such
                  provision shall, to the extent permitted by law, be severed
                  and the remaining provisions of the Agreement remain in full
                  force and effect.

24       BUSINESS RELATIONSHIP

         24.1     The parties agree that this Agreement does not constitute or
                  otherwise establish any form of joint venture or partnership
                  between them and neither party has any right or authority to
                  act as an agent or in any other manner on behalf of or as a
                  representative of the other party for any purpose whatsoever.

         24.2     The obligations of the parties under this Agreement are
                  divisible in all respects and, subject to any other express
                  clause to the contrary, the parties expressly exclude solidary
                  liability.

25       SUCCESSORS AND ASSIGNS

         25.1     This Agreement shall inure to the benefit of the parties and
                  their successors and assigns and shall be binding upon BELL,
                  DCX and NUMEREX CORP. and their authorized successors and
                  assigns.


<PAGE>
TEAMING AGREEMENT
between DCX SYSTEMS LTD. and BELL CANADA                                 Page 21
================================================================================


26       PUBLICITY

         26.1     BELL and DCX agree to submit to one another all advertising,
                  sales, promotions and other publicity matters relating to any
                  services and products furnished by either of them, wherein the
                  other's name is mentioned or language used from which the
                  connection of the other's name therewith may, in its judgment,
                  be inferred or implied. Each party further agrees not to
                  publish or use any such advertising, sales promotion or
                  publicity without the written consent of the other, consent
                  which shall be given or denied at the party's discretion.

         26.2     BELL and DCX shall exercise the best of their abilities in
                  every respect and shall use their best effort to ensure the
                  Services are promoted and marketed in a professional manner
                  that protects the good name and reputation of the other.

         26.3     The terms of this Agreement shall remain confidential unless
                  its disclosure is rendred necessary by any applicable law.

27       CONFLICT OF INTEREST

         27.1     DCX and NUMEREX CORP. must guard against prejudicial interests
                  and avoid any situation likely to create a conflict of
                  interest between this Agreement and any other situation,
                  occupation or business.

28       CONFIDENTIALITY

         28.1     Confidential Information

                  It is anticipated that with respect to any matter related to
                  this Agreement, it may be necessary for the parties to
                  exchange "Confidential Information". Confidential
                  Information is information of the parties or of their
                  suppliers, whether written or in any other tangible form, or
                  oral including, but not limited to, plans drawings and
                  information related to design, technical, performance, sales,
                  financial, personnel, contractual and marketing matters,
                  including contracts, ideas and concepts, as well as software,
                  belonging to either of the parties or to their suppliers and
                  which is provided in relation to this Agreement. Confidential
                  Information shall remain the property of the disclosing party
                  or of its suppliers as the case may be, and will be returned
                  to the disclosing party upon written request together with all
                  copies that could have been made, unless otherwise agreed upon
                  in writing.

<PAGE>
TEAMING AGREEMENT
between DCX SYSTEMS LTD. and BELL CANADA                                 Page 22
================================================================================


         28.2     Protection of Confidential Information

                  Confidential Information shall:

                  28.2.1   be protected by the receiving party, using the same
                           degree of care as used to protect similar valuable
                           information;

                  28.2.2   be used and reproduced by the receiving party  
                           solely for the purposes of this Agreement; and

                  28.2.3   be disclosed only to those persons having a need to
                           know, the whole subject to appropriate
                           confidentiality undertaking reproducing at a minimum
                           the content of this Section 28.

         28.3     Non-Confidential Information

                  The following shall not be deemed Confidential Information:

                  28.3.1   information already known to the receiving party as
                           evidenced by documentation of said party;

                  28.3.2   information which is or becomes publicly known 
                           through no fault of the receiving party;

                  28.3.3   information rightfully received from a third party
                           without similar restrictions and without breach of
                           this Agreement;

                  28.3.4   information approved by the disclosing party in
                           writing for release or use by the receiving party.

         28.4     Notwithstanding, the preceding, all information BELL holds
                  concerning a customer, except for the customer's name, address
                  and listed telephone number, is confidential. Any such
                  information BELL discloses for the sole purpose of enabling
                  DCX to perform its obligations fully hereunder and is
                  therefore disclosed to it in confidentiality, and DCX
                  undertakes to use it solely for the purposes hereof; DCX also
                  undertakes not to disclose it to anyone whatsoever, including
                  any of its employees not requiring this information, unless
                  such disclosure is required by legal authorities; generally,
                  DCX undertakes to take all possible care and measures
                  necessary to protect the confidentiality of this information
                  and to use it only in the manner prescribed by BELL for the
                  purposes hereof.

<PAGE>
TEAMING AGREEMENT
between DCX SYSTEMS LTD. and BELL CANADA                                 Page 23
================================================================================


29       WAIVER

         29.1     No waiver by any party or any breach by any other party of any
                  terms, condition, or other provision of this Agreement shall
                  be deemed a waiver of any breach whether of the same or any
                  other provision.

30       AMENDMENT

         30.1     This Agreement shall not be modified, varied, amended, or
                  supplemented except by an instrument in writing executed by
                  both parties.

31       TIME OF ESSENCE

         31.1     Time is of the essence in any matter relating to the 
                  performance of this Agreement.

32       LANGUAGE

         32.1     The parties hereto have requested that this Agreement as well
                  as any other documents pertaining to this Agreement be drafted
                  in the English language. Les parties aux presentes ont requis
                  que cet accord ainsi que tout document s'y rapportant soient
                  rediges en anglais.

33       LAW AND DOMICILE

         33.1     This Agreement shall be governed, construed and interpreted in
                  all respects in accordance with the laws of the province of
                  Quebec and the applicable laws of Canada.

         33.2     The parties elect domicile for all matters relating to this
                  Agreement in the judiciary district of Montreal (Quebec).

34       INTERVENTION

         34.1     To these presents intervened NUMEREX CORP., a corporation
                  incorporated under the laws of Pennsylvania, having its
                  principal place of business at 2360 Maryland Rd., Willow Grove
                  PA 19090, represented and acting by John J. Reis, its
                  President after having taken communication of these presents
                  and declaring to be satisfied therewith, binds itself as
                  surety for each and every obligation contracted hereinabove by
                  DCX, hereby binding itself solidarily with DCX, 

<PAGE>
TEAMING AGREEMENT
between DCX SYSTEMS LTD. and BELL CANADA                                 Page 24
================================================================================

                  making of the whole its personal affair and consequently
                  renouncing the benefits of division and discussion.

35       TAXES

         35.1     DCX declares that his registration numbers under the Act
                  respecting the Quebec Sales Tax and the Excise Tax Act are
                  as follows and that the registrations have not been
                  cancelled and are not in the process of being cancelled:

                  i)       Quebec Sales Tax (QST):        Applied for
                  ii)      Goods and Services Tax (GST):  Applied for
                  iii)     Ontario Sales Tax (OST):       Applied for

         35.2     BELL declares that its registration numbers under the Act
                  respecting the Quebec Sales Tax and the Excise Tax Act are
                  as follows and that the registrations have not been
                  cancelled and are not in the process of being cancelled:

                  i)       Quebec Sales Tax (QST):                 1002969366
                  ii)      Goods and Services Tax (GST):           123614125

36       ESCROW AGREEMENT

         36.1     The parties agree to diligently execute the Source Code Escrow
                  Agreement in the same form as the one attached hereto as
                  Appendix "E" and forming part hereof.

IN WITNESS WHEREOF the parties hereto have, through their duly authorized
representative, executed this Agreement on the 19th day of August, 1997.

DCX SYSTEMS LTD.                        BELL CANADA

--------------------------------        ----------------------------------------
Per      Charles L. McNew               Per      Michel Plouffe
         Vice-President and                      Director - Product Line Manager
         Chief Financial Officer

NUMEREX CORP.

--------------------------------
Per      John J. Reis
         President


<PAGE>

                             APPENDIX B "EQUIPMENT"
================================================================================

Pairs of message switches hardware DEC Alpha from 32 to 160 port Message switch
software DEC Alpha from 32 ports to 160 ports Scanners, Rscanners and Nscanners
as specified by Bell VSIM's, ESIM's with In-band signalling and X-R modules
Possible pairs of PC's & appropriate software for future applications