Exhibit 10-o Extended employment agreement, as of September 30, 1997 between
 the Company and Monte Ross

 SENIOR EXECUTIVE EMPOYMENT AGREEMENT EXTENSION

	This Employment Agreement Extension made and entered as of September 30,
 1997, by and between Ultradata Systems, Inc., a Delaware corporation
 (hereinafter the "Corporation"), and Monte Ross (hereinafter the "Employee").

	WITNESSETH:
	WHEREAS,  the Corporation and Employee are parties to a certain Employment
 Agreement dated as of September 1, 1994; and
	WHEREAS, pursuant to paragraph 2 thereof, the Term of said Employment
 Agreement is subject to any written extensions(s).
	NOW THEREFORE, in consideration of the covenants and agreements herein
 contained, the Corporation and Employee hereby mutually agree as follows:
     1.  September 1, 1994 Employment Agreement.  The Corporation and
         Employee agree to the terms and conditions of the September 1, 1994,
         Employment Agreement and hereby incorporate by reference said
         Agreement attached hereto.

     2.  Term.  The Corporation and Employee agree to extend the Employment
         Agreement to commence October 1, 1997, and run for a period of
         three (3) years, subject to any extension(s) thereof agreed to in
         writing by the parties, and shall terminate October 1, 2000, or
         an earlier date as provided in said Employment Agreement. 	

 IN WITNESS WHEREOF, Employee and the Corporation have executed this
 Employment Agreement Extension as of the day and year above written.

			Employee

______________________________________								Senior Executive Monte Ross


   Employer                           									ULTRADATA SYSTEMS, INC.


_______________________________________								By Monte Ross, President				




 Exhibit 10-p  Extended employment agreement, as of September 30, 1997
 between the Company and Mark L. Peterson

 SENIOR EXECUTIVE EMPOYMENT AGREEMENT EXTENSION

	This Employment Agreement Extension made and entered as of September 30,
 1997, by and between Ultradata Systems, Inc., a Delaware corporation
 (hereinafter the "Corporation"), and Mark L. Peterson (hereinafter the
 "Employee").

	WITNESSETH:
	WHEREAS,  the Corporation and Employee are parties to a certain Employment
 Agreement dated as of September 1, 1994; and
	WHEREAS, pursuant to paragraph 2 thereof, the Term of said Employment
 Agreement is subject to any written extensions(s).
	NOW THEREFORE, in consideration of the covenants and agreements herein
 contained, the Corporation and Employee hereby mutually agree as follows:
     1.  September 1, 1994 Employment Agreement.  The Corporation and
         Employee agree to the terms and conditions of the September 1, 1994,
         Employment Agreement and hereby incorporate by reference said
         Agreement attached hereto.
     2.  Term.  The Corporation and Employee agree to extend the Employment
         Agreement to commence October 1, 1997, and run for a period of
         three (3) years, subject to any extension(s) thereof agreed to in
         writing by the parties, and shall terminate October 1, 2000, or an
         earlier date as provided in said Employment Agreement. 	

 IN WITNESS WHEREOF, Employee and the Corporation have executed this
 Employment Agreement Extension as of the day and year above written.		
	Employee

______________________________________								Senior Executive Mark L. Peterson


 Employer 	                           									ULTRADATA SYSTEMS, INC.


_______________________________________								 By Monte Ross, President				



 Exhibit 10-q  Extended employment agreement, as of September 30, 1997 between
 the Company and Ernest Clarke

 SENIOR EXECUTIVE EMPOYMENT AGREEMENT EXTENSION

	This Employment Agreement Extension made and entered as of September 30,
 1997, by and between Ultradata Systems, Inc., a Delaware corporation
 (hereinafter the "Corporation"), and Ernest Clarke (hereinafter the
 "Employee").

	WITNESSETH:

	WHEREAS,  the Corporation and Employee are parties to a certain Employment
 Agreement dated as of September 1, 1994; and

	WHEREAS, pursuant to paragraph 2 thereof, the Term of said Employment
 Agreement is subject to any written extensions(s).

	NOW THEREFORE, in consideration of the covenants and agreements herein
 contained, the Corporation and Employee hereby mutually agree as follows:
     1.  September 1, 1994 Employment Agreement.  The Corporation and
     Employee agree to the terms and conditions of the September 1, 1994,
     Employment Agreement and hereby incorporate by reference said Agreement
     attached hereto.
     2.  Term.  The Corporation and Employee agree to extend the Employment
     Agreement to commence October 1, 1997, and run for a period of three (3)
     years, subject to any extension(s) thereof agreed to in writing by the
     parties, and shall terminate October 1, 2000, or an earlier date as
     provided in said Employment Agreement. 	

 IN WITNESS WHEREOF, Employee and the Corporation have executed this
 Employment Agreement Extension as of the day and year above written.		
	Employee

______________________________________								Senior Executive Ernest Clarke


 Employer                            									ULTRADATA SYSTEMS, INC.


_______________________________________								By Monte Ross, President				

 Exhibit 10-r Employment agreement, as of October 13, 1997  between the
 Company and David Biernbaum

AGREEMENT


 THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and is effective as of
 this 13th day of October, 1997, between ULTRADATA SYSTEMS, INCORPORATED, a
 Delaware corporation (the "Company"), and DAVID BIERNBAUM, an individual
 residing in St. Louis County, Missouri (the "Employee").

 RECITALS
 Company is engaged in the development, marketing and commercialization of
 hand-held informational devices, and Company is engaged in the research,
 development, experimentation, distribution and production of various
 electronic devices, including personal interactive communication devices.
 Company desires to employ Employee as its Senior Vice President and Chief
 Operating Officer, and Employee desires to be so employed by Company, upon
 all of the terms and conditions set forth herein.

 AGREEMENT
 In consideration of the foregoing, the mutual covenants herein contained and
 other good and valuable consideration (the receipt, adequacy and sufficiency
 of which are hereby acknowledged by the parties by their execution hereof),
 the Company and the Employee agree as follows:

 Employment.  Company shall employ Employee as its Senior Vice President and
 Chief Operating Officer, or any such other position, and Employee agrees to
 be employed as such during the term of this Agreement, upon the terms and
 conditions hereinafter set forth.
 Duties.  During the term of this Agreement, Employee shall devote his time
 and best efforts in carrying out his duties as Senior Vice President and
 Chief Operating Officer of Company, which duties include:  (i) special
 projects and ventures, coordination of product introduction and
 commercialization and management of business affairs; (ii) such other duties
 as are appropriate for an employee holding the position of Senior Vice
 President and Chief Operating Officer in Company's business; and (iii) such
 other duties as may reasonably be assigned to Employee by Company. Employee
 covenants and agrees to diligently and faithfully serve company in the capacity
 set forth above and to devote as much of his professional energies, attention,
 time, care and best efforts as is necessary to the performance of services and
 the fulfillment of duties normally associated with the above capacities. 

 Term of Employment.

 Initial Term.  The term of this Agreement shall be for four (4) years,
 commencing on the date set forth above (the "Initial Term").

 Option.  Company may extend this Agreement for an additional one (1) year
 term on the same terms and conditions contained herein or as modified, upon
 written notice to Employee no later than one hundred eighty (180) days prior
 to the end of each anniversary date of this Agreement.

 Place of Performance.  In connection with Employee's employment under this
 Agreement, Employee shall be based at the Company's principal executive
 offices, except for required travel on Company business.  Company shall
 furnish Employee with office space, secretarial assistance and such other
 facilities and services as are suitable to Employee's position in Company's
 business and as are adequate for the performance of his duties hereunder.

 Compensation.  As full consideration for all services that Employee renders
 to Company, Company shall compensate Employee as follows:

	Annual Salary.  Company shall pay Employee an initial annual base salary of
 One	Hundred Twenty Thousand Dollars ($120,000) (the "Salary"), payable in
 equal monthly installments or in such other intervals as may be agreed upon
 by Company and Employee.  Company may increase Employee's Salary from time
 to time in accordance 	with Company's normal business practices.

	Bonus.  Company may pay Employee a bonus for each year in an amount to be
	determined by Company (the "Bonus").  The Bonus, if any, shall be paid to
 Employee at 	such time as bonuses are paid to all employees.  Employee shall
 be given consideration 	for bonuses based on performance of acquisition
 company and for product acquisition in 	which Employee has been involved
 with such acquisition.  Employee shall receive a 	bonus for growth of an
 acquisition company or product in the event that sales and	earnings increase
 by 15 percent (15%) in any one year or a cumulative rate of 15 percent (15%)
 over four years. The bonus shall be 10,000 shares for a small company
 acquisition defined as 25 percent (25%) of the Comapny's sales at the end of
 the preceding fiscal year, 17,500 shares for a medium company acquistion
 defined as 33 percent (33%) of the Company's sales at the end of the
 preceeding year and 25,000 shares for a large company acquistion, defined as
 50 percent (50%) of the company's sales at the end of the preceding fiscal
 year. The required 15 percent (15%) growth for eligibility of such bonus will
 be net of any loss of such acquisition, calculated pusuant to generally
 accepted accounting principles.  

	Stock Options.  Company may grant Employee stock options each year, pursuant
 to the 	Company's Incentive Stock Option Plan, in an amount to be determined
 by Company, and 	at a price in accordance with said Plan.

	Stock Option Bonus.  In the event that Company's net sales, without regard
 to any 	contribution or loss of an acquisition company, exceed Twenty-Five
 Million Dollars	($25,000,000) for each fiscal year that this Agreement is in
 effect (the "Sales Goal") and	Company's earnings per share exceed One Dollar
 ($1.00) per share for each fiscal year 	that this Agreement is in effect
 (the "EPS Goal"), Company shall grant Employee Twenty-	Five Thousand
 (25,000) stock options, pursuant to the Company's Incentive Stock Option Plan,
 at anytime mutually agreed to by Company and Employee.

	Other Benefits.  During the term of this Agreement, Employee is entitled to:
	participate in any and all incentive bonus plans of Company, if any, now or
 hereafter in 	effect;

	participate in any and all employee welfare plans, employee benefit plans,
 stock purchase	plans and similar plans of Company, if any, now or hereafter
 in effect and open to 	participation by qualifying employees of Company
 generally, including accidental death 	insurance, group life insurance,
 group disability insurance, medical and health plans, sick 	pay, dental
 plans, retirement plans, savings plans, cafeteria plans, supplemental
	retirement plans, employee stock purchase plans and employee stock ownership
 plans; and enjoy cetain personal benefits provided by the Company including:
           (a)  reimbursement in full of all business, travel and entertainment
                expenses reasonably incurred by Employee in performing his
                duties hereunder; 
           (b)  paid vacation during each calendar year at a time or times
                reasonably selected by Employee for periods of time
                consistent with Employee's position; and	
           (c)  those holidays designated by Company during which Company's
                normal business operations are closed.

 Termination.  Company may terminate Employee's employment under this
 Agreement as follows:
 Cause.  Company may terminate Employee's employment for Cause (as defined in
 Paragraph 6(a) of this Agreement).  For purposes of this Agreement, Cause
 means:
            (i)  any willful misconduct by Employee amounting to fraud or
                 dishonesty or which is materially injurious to Company
                 (monetarily or otherwise); 	
            (ii) a violation of any material provision of this Agreement by
                 Employee; or
            (iii)any willful failure (other than a failure resulting from
                 Disability (as defined herein) or death) by Employee to
                 substantially perform any reasonable directions of Company's
                 board of directors (the "Board") within 60 days (or such
                 longer period if more than 60 days are required to
                 substantially perform such directions with reasonable
                 diligence and Employee has commenced performance within such
                 60 days) after written demand for substantial compliance by
                 the Board, which written demand is to specifically identify the
                 manner in which the Board that the Employee has not
                 substantially performed. Notwithstanding the foregoing, Company
                 may not terminate the Employee's employment under this
                 Agreement for Cause unles and until: a) Employee is given
                 reasonable notice setting forth the reasons the Company
                 intends to terminate Employee's employment; (b) Employee is
                 provided an opportunity to be heard before the Board; and (c)
                 after such hearing or opportunity to be heard, Company
                 delivers to Employee written notice of final termination of
                 employment for Cause setting forth the specific reasons
                 therefor and the effective date fo such termination. In
                 addition, termination for Cause requires the affirmative
                 votes of at least a majority of the entire Board.

 Disability.  Company may terminate Employee's employment under this Agreement
 for Disability (as defined in this Paragraph 6(b) of this Agreement), if
 such Disability continues for a period of three (3) months, upon providing
 Employee with thirty (30) days' written notice setting forth the prospective
 effective date of such termination.  For purposes of this Agreement,
 Disability and Disabled means the inability of Employee to perform his
 duties under the Agreement due to illness or injury as determined by under the
 agreement due to illness or injury as determined by a physician selected by the
 Company. Termination for disability requires the affirmative of at least a
 majority of the entire Board (excluding Employee, if Employee is a Director).

 Death.  Employee's employment under this Agreement shall terminate upon
 Employee's death.

 Payments to Employee Upon Termination.  In the event that Company terminates
 Employee's employment under this Agreement, Employee shall be entitled to
 receive the following amounts:
 Cause.  In the event that Employee is terminated for Cause, Employee shall
 be entitled to receive only those amounts due and owing to him under this
 Agreement up to and including the effective date of termination his for
 Cause.

 Not for Cause.  In the event that Employee is terminated for any reason
 other than Cause, Employee shall be entitled to the following amounts,
 subject to adjustment as described in Paragraph 7(c) of this Agreement:
 Employee shall be entitled to his Salary for the six (6) month period
 following the effective date of his termination;
 Employee shall be entitled to fifty percent (50%) of his Salary for the
 period of time commencing six (6) months following the effective date of his
 termination and ending one (1) year following the effective date of his
 termination;
 Employee shall be entitled to thirty-three percent (33%) of his Salary for
 the period of time commencing one (1) year following the effective date of
 his termination and ending eighteen (18) months following the effective
 date of his termination;
 Employee shall be entitled to COBRA insurance for the one (1) year period
 following the effective date of his termination;
 Employee shall be eligible to receive his Bonus, if any, in the fiscal year
 of his termination and the next following fiscal year; provided, however,
 that such amounts are payable to Employee only in the event that Company's
 sales and earning for the twelve (12) months prior to the effective date of
 Employee's termination are greater than Company's sales and earnings for
 the same twelve (12) month period for the previous year.  In the event that
 the Company's sales and earnings for the twelve (12) months prior to the
 effective date of termination are less than Company's sales and earnings for
 the same twelve month period for the previous year, Employee shall be solely
 entitled to (i) his salarly for the six (6) month period following the
 effective date of his termination; and (ii) COBRA insurance for the six (6)
 month period following the effective date of his termination.  


 Adjustment to Amounts Payable for Not for Cause Termination.  Notwithstanding
 anything to the contrary contained in Paragraph 7(b) of this Agreement, the
 amounts that Employee shall be entitled to pursuant to Paragraph 7(b) shall
 be subject to the following exceptions and conditions:
 in the event that Company's sales and earnings for twelve months prior to the
 effective date of Employee's termination (the "YTD") are ten percent (10%)
 to twenty five percent (25%) lower than Company's sales and earnings for the
 twelve months prior to the YTD, Employee shall be entitled to: (a) his
 Salary for the six (6) month period following the effective date of his
 termination; (b) fifty percent (50%) of his Salary for the period of time
 commencing six (6) months following the effective date of his termination; and
 (c) COBRA insurance for the one (1) year period following the effective date
 of his termination; 
	in the event that Company's sales and earnings for the YTD are twenty five
 percent (25%)	to thirty three percent (33%) lower than Company's sales and
 earnings for the twelve 	months prior to the YTD, Employee shall be entitled
 to: (a) his Salary for the six (6) month	period following the effective date
 of his termination; (b) fifty percent (50%) of his Salary 	for the period of
 time commencing six (6) months following the effective date of his
 termination and ending nine (9) months following the effective termination; and
 (c) COBRA insurance for the nine (9) month period following the effective
 date of his termination;

	in the event that Company's sales and earnings for the YTD are more than
 thirty three 	percent (33%) lower than Company's sales and earnings for the
 twelve months prior to	the YTD, Employee shall be entitled to (a) his Salary
 for the six (6) month period following	the effective date of his termination
 and (b) COBRA insurance for the six (6) month period	following the effective
 date of his termination.

 Disability.  In the event of Employee's Disability, Company shall continue to
 make any and all payments due to him under this Agreement for a period of
 three (3) months.

 Death.  In the event of Employee's death during the term of this Agreement,
 Company shall pay to Employee's estate, no later than thirty (30) days
 following the date of Employee's death, any amounts payable to Employee
 under this Agreement.  Such payments are in addition to payments received
 from, and does not preclude Employee from participating in, Company's
 accidental death, life insurance and similar plans, if any.

 Resignation.  Employee may resign from employment under this agreement at any
 time (a "Voluntary Resignation").  In the event of a Voluntary Resignation,
 Employee shall not be entitled to any additional amounts under this
 Agreement.  In the event that the employment relation changes between
 Company and Employee whereby Employee does not report directly to the Chief
 Operating Officer of the Company, the option to terminate this Agreement 
 shall be in accordance with Section 7 of this Agreement.

 Breach by Company.  In the event Company breaches any material provision of
 this Agreement and such breach is not cured within ten (10) days after
 delivery of written notice thereof to Company by Employee, identifying the
 breach with reasonable particularity, Employee may at his sole option, in
 addition to any other remedy available to him, cease to perform his duties
 hereunder and terminate this Agreement and his employment with Company.  In
 such event, any and all amounts payable to Employee hereunder become
 immediately due and Employee is not required to mitigate his damages.

 Change in Control.  In the event of a Change in Control (as defined in
 Paragraph 10 of this Agreement), Employee shall be entitled to receive, at
 his option, $100,000 or 10,000 shares of the Company's common stock. 
 For purposes of this Agreement, a Change in Control is deemed to have
 occurred if:  (i) any individual, corporation (other than Company),
 partnership, trust, association, pool, syndicate or any other entity, or any
 group of the foregoing acting in concert, becomes the beneficial owner (as
 that concept is defined in Rule 13d-3 promulgated under the Securities Exchange
 Act of 1934) of securities of Company possessing at least 25% of the voting
 power for the election of directors of Company as a result of any one or more
 securities transactions, including gifts and stock redemptions, but excluding
 transactions described in the cluse (ii) immediately following; (ii) the is
 consummated any consolidation, merger or stock for stock exchange involving
 Company or securities of Company in which the holders fo voting securities
 of Company immediately prior to such consummation own, as a group, immediately
 after such consummation voting securities of Company (or, ifCompany does not
 survive such transaction, such voting securities of teh company surviving such 
 transaction) having less than 50% of the total voting power in an election of
 directors of the Company (or such other surviving corporation), excluding
 securities held by any memebers of such group which represent
 disproportionate percentage increases in their sharehldings vis-a-vis other
 members of such group; or (iii) there is consummated any sale, lease, exchange
 or other transfer or disposition (in one transaction of a series of related
 transactions),  but excluding any transaction in the immediately preceding
 clause (ii), of all or substantially all fo the assets fo Company to a party
 which is not an Affiliate (as defined in Paragraph 10 of this Agreement) of
 Company. For purposes of this Agreement, Affiliate means; (i) any person
 which, diredctly or indirectly, is in control of, is controlled by or is
 under common control with the party for whom an affiliate is being determined;
 (ii) any person who is a director or officer of any person describe in
 clause (i) above or of the party for whom an affiliate is being determined; or
 (iii) any partner (general or limited), trustee, beneficiary, spouse, child,
 including an adult child or sibling of any person described in clause (i)
 above or of the party for whom an affiliate is being determined. For purposes
 hereof, control of a person means the power, direct or indirect, to: (a) vote
 25%or more of the securities having ordinary voting power for the election of
 directors (or comparable positions) of such person; or (b) direct or cause the
 direction of the management and policies fo such person, whether by contact or
 otherwise and either alone or in conjunction with others.  

 Noncompete.  In the event that Employee is terminated for Cause or Employee
 terminates his own employment hereunder, during the period beginning on the
 date of such termination of Employee's employment and continuing for three
 (3) years after such date, Employee may not, without the prior written
 approval of the Board (which approval may be granted or withheld in the
 Board's sole discretion), either individually or with or through an
 Affiliate of Employee, compete directly or indirectly with Company.  Because
 of the Salary and other potential compensation to be paid to Employee under
 this Agreement, Employee agrees that the provisions of this Paragraph 11 are
 reasonable.

 Confidential Information.  Employee shall use his best efforts and exercise
 utmost diligence to protect and guard the confidential information of the
 Company (the "Confidential Information").  Neither during his employment by
 the Company nor thereafter shall Employee directly or indirectly, use for
 himself or another, any Confidential Information (whether or not acquired,
 learned, obtained, or developed by Employee alone or in conjunction with
 others) of the Company, except as such disclosure or use may be required in
 connection with his employment under this Agreement or may be consented to
 in writing by the Company.  Employee shall deliver promptly to the Company
 at the termination of his employment, or at any other time the Company may
 request, without retaining any copies, notes or excerpts thereof, manuals,
 memoranda, diaries, plans, specifications, or other documents relating,
 directly or indirectly, to any proprietary information concerning research,
 development, inventions, prototypes, or any Confidential Information made or
 compiled by or delivered or made avialable to, or otherwise obtained by
 Employee. The provisions of this Paragraph 12 shall continue in full force
 and effect after termination of Employee's employment, whether such
 termination is in accordance with this Agreement or for any reason
 whatsoever, with or without Cause or voluntary or involuntary.

 Corporate Opportunity.  Employee acknowledges that any opportunity in any way
 related to the business of is an opportunity of Company. Employee agrees that
 he will:  (i) bring to the attention of the Board any Corporate Opportunity
 of which he becomes aware during the term of this Agreement; and (ii) not
 disclose to any third person such Corporate Opportunity, unless and until
 the Board declines such Corporate Opportunity, in which case Employee may
 disclose such Corporate Opportunity to a third party or avail himself
 (or any of his Affiliates) of such Corporate Opportunity.

 Dissemination of Information.  During the term of his employment with Company
 and for a period of five years thereafter, Employee will not disclose or
 otherwise provide information or documents (other than in the ordinary
 course of employment with Company) to any person regarding Company:  (i)
 without the prior written consent of Company (which consent may be granted
 or withheld by Company in Company's sole discretion); (ii) except to
 regulatory officials having jurisdiction over Employee; or (iii) except as
 required by law or legal process or in connection with any legal proceeding
 to which Employee is a party or is otherwise subject.  In any event,
 Employee will immediately notify the Board of any and all requests or
 demands for such information or documents.  This Paragraph 14 applies to all
 information and documents regarding Company, whether or not the same is
 confidential.

Inventions.  Any and all inventions and discoveries, whether or not capable
 of being patented, copyrighted, or trademarked, which Employee may conceive
 or make, either alone or in conjunction with others, during the period of
 his employment by the Company relating or in any way appertaining to or
 connected with any of the matters which have been or may become the
 Company's business, or in which the Company has been or may become
 interested, shall be the sole and exclusive property of the Company. 
 Employee shall, whenever requested so to do by the Company and with
 compensation or consideration agreed to by the Company, promptly assign all
 of his right, title, and interest in and to such inventions and discoveries
 and shall execute, acknowledge, and deliver to the Company any and all
 applications, assignments, and other instruments which the Company shall
 deem necessary in order to apply for and obtain letters patent and/or
 trademarks of the United States and of foreign countries for said inventions an
 and discoveries, and in order to assign and convey to the Company or the
 Company's nominee, the sale and exclusive right, title, and interest in and
 to said inventions, discoveries, or any applications or patents or
 trademarks thereon.

 Amendment and Modification.  No amendment, modification, supplement,
 termination, consent or waiver of any provision of this Agreement, nor
 consent to any departure therefrom, will in any event be effective unless
 the same is in writing and is signed by the party against whom enforcement
 of the same is sought.  Any waiver of any provision of this Agreement and
 any consent to any departure from the terms of any provision of this
 Agreement is to be effective only in the specific instance and for the
 specific purpose of which is given. 

 Approvals and Consents.  If any provision hereof requires the approval or
 consent of any party to any act or omission, such approval or consent is not
 to be unreasonably withheld or delayed except as set forth herein.

 Assignments.  No party may assign or transfer any of its rights or
 obligations under this Agreement to any other person without the prior
 written consent of the other party.

 Captions.  Captions contained in this Agreement have been inserted herein
 only as a matter of convenience and in no way define, limit, extend or
 describe the scope of this Agreement or the intent of any provision hereof.

 Counterparts.  This Agreement may be executed by the parties on any number of
 separate counterparts, and all such counterparts so executed constitute one
 agreement binding on all the parties notwithstanding that all the parties
 are not signatories to the same counterpart.

 Entire Agreement.  This Agreement constitutes the entire agreement among the
 parties pertaining to the subject matter hereof and supersedes all prior
 agreements, letters of intent, understandings, negotiations and discussions
 of the parties, whether oral or written.

 Failure or Delay.  No failure on the part of any party to exercise, and no
 delay in exercising, any right, power or privilege hereunder operates as a
 waiver thereof; nor does any single or partial exercise of any right, power
 or privilege hereunder preclude any other or further exercise thereof, or
 the exercise of any other right, power or privilege.  No notice to or demand
 on any party in any case entitles such party to any other or further notice
 or demand in similar or other circumstances.

 Governing Law.  This Agreement and the rights and obligations of the parties
 hereunder are to be governed by and construed and interpreted in accordance
 with the laws of the State of Missouri applicable to contracts made and to
 be performed wholly within Missouri, without regard to choice or conflict of
 laws rules.

 No Joint Venture or Partnership.  The parties agree that nothing contained
 herein is to be construed as making the parties joint venturers or partners.

 Notices.  All notices, consents, requests, demands and other communications
 hereunder are to be in writing, and are deemed to have been duly given or
 made:  (i) when delivered in person; (ii) three days after deposited in the
 United States mail, first class postage prepaid; (iii) in the case of
 telegraph or overnight courier services, one business day after delivery to
 the telegraph company or overnight courier service with payment provided
 for; or (iv) in the case of telex or telecopy or fax, when sent,
 verification received; in each case addressed as follows:

			if to Company:

				Monte Ross, President
				Ultradata Systems, Incorporated
				9375 Dielman Industrial Drive
				St. Louis, Missouri  63132
				Fax #:  (314) 997-1281

			with a copy to:

				Steven H. Akre, Esq.
				Lewis, Rice & Fingersh, L.C.
				500 North Broadway, Suite 2000
				St. Louis, Missouri  63102
				Fax #:  (314) 444-7788

			if to Employee:

				David Biernbaum
				256 Kinderhook Drive
				Chesterfield, Missouri  63017
				Fax #:  (314) 434-6008
 or to such other address as any party may designate by notice to the other
 party in accordance with the terms of this Section.

 Remedies Cumulative.  Each and every right granted hereunder and the remedies
 provided for under this Agreement are cumulative and are not exclusive of
 any remedies or rights that may be available to any party at law, in equity
 or otherwise.

 Severability.  Any provision of this Agreement which is prohibited,
 unenforceable or not authorized in any jurisdiction is, as to such
 jurisdiction, ineffective to the extent of any such prohibition,
 unenforceability or nonauthorization without invalidating the remaining
 provisions hereof, or affecting the validity, enforceability or legality of
 such provision in any other jurisdiction, unless the ineffectiveness of such
 provision would result in such a material change as to cause completion of
 the transaction contemplated hereby to be unreasonable.

 Specific Performance and Injunctive Relief.  Each party recognizes that, if
 it fails to perform, observe or discharge any of its obligations under this
 Agreement, no remedy at law will provide adequate relief to the other
 parties.  Therefore, each party is hereby authorized to demand specific
 performance of this Agreement, and is entitled to temporary and permanent
 injunctive relief, in a court of competent jurisdiction at any time when any
 other party fails to comply with any of the provisions of this Agreement, and
 is entitled to temporary and permanent injunctive relief, in a court of
 competent jurisdiction at any time when the other party fails to comply with
 any of the provisions of this Agreement applicable to it.  To the extent
 permitted by applicable law, each party hereby irrevocably waives any
 defense that it might have based on the adequacy of a remedy at law which
 might be asserted as a bar to such remedy of specific performance or
 injunctive relief.

 Submission to Jurisdiction.  ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO
 THIS AGREEMENT OR ANY DOCUMENT RELATED HERETO MAY BE BROUGHT IN THE COURTS
 OF THE STATE OF MISSOURI OR ANY COURT OF THE UNITED STATES OF AMERICA FOR
 THE EASTERN DISTRICT OF MISSOURI AND, BY EXECUTION AND DELIVERY OF THIS
 AGREEMENT, EACH PARTY HEREBY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS
 PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF SUCH COURTS.
 THE PARTIES IRREVOCABLY WAIVE ANY OBJECTION, INCLUDING ANY OBJECTION TO THE
 LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH ANY
 OF THEM MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR
 PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS.  EACH PARTY IRREVOCABLY
 CONSENTS TO THE SERVICE OF PROCESS OF ANY OF SUCH COURTS IN ANY SUCH ACTION
 OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED
 MAIL, POSTAGE PREPAID, TO EACH OF THE OTHER PARTIES AT ITS ADDRESS PROVIDED
 HEREIN, SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH MAILING.

 Waiver of Jury Trial.  If for any reason any legal action or proceeding
 is commenced with respect to this Agreement or with respect to any
 relationship between the parties hereto, each party waives the right to a
 trial by jury.

 Successors and Assigns.  All provisions of this Agreement are binding upon,
 inure to the benefit of and are enforceable by or against the parties and
 their respective heirs, executors, administrators or other legal
 representatives and permitted successors and assigns.

 Third-Party Beneficiary.  This Agreement is solely for the benefit of the
 parties and their respective successors and permitted assigns, and no other
 person has any right, benefit, priority or interest under or because of the
 existence of this Agreement.

 Signatory Warranty.  Each party executing this Agreement warrants that he is
 authorized to do so on behalf of the party for whom he signs this Agreement.

 Indemnification.  Employee will not be liable for services rendered on behalf
 of the company in good faith, except for willful, fraudulent acts, or a
 breach of the confidentiality provisions contained herein.

						ULTRADATA SYSTEMS, INCORPORATED



						By:							
							Monte Ross, President



													
							David Biernbaum