TEAMING AGREEMENT

THIS TEAMING  AGREEMENT  (this  "Agreement"),  effective as of May __, 2000 (the
"Effective  Date"),  is entered into by and between Ericsson  Messaging  Systems
Inc.,   a  Delaware   corporation   ("Ericsson"),   and   Telemetrix,   Inc.,  a
________________ corporation ("Telemetrix").

WHEREAS,  Ericsson  and  Telemetrix  each  have  unique  capabilities  which are
complementary  and  desire to enter into this  Agreement  in order to develop an
integrated  solution  to be offered  to their  respective  potential  or current
customers (each, a "Customer").

NOW, THEREFORE, Ericsson and Telemetrix hereby agree as follows:

1.   Scope of Joint Effort.
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     (a) From time to time  during  the term of this  Agreement,  each party may
         refer a  Customer  to the  other  party and may agree to submit a joint
         proposal  (a  "Proposal")  to  offer  an  integrated  solution  to such
         Customer  that is  comprised of the  parties'  respective  products and
         services. In such Proposal, either party may be a prime contractor (the
         "Prime  Contractor")  while the other party may be a subcontractor (the
         "Subcontractor").  In connection therewith,  the Subcontractor will use
         its commercially reasonable best efforts to assist the Prime Contractor
         in its preparation and submission of the Proposal,  including,  without
         limitation,  management,  technical  and cost  proposal  materials  and
         proposal  clarifications,  and other required supporting materials. The
         Prime  Contractor  will  identify  the   Subcontractor  as  a  proposed
         subcontractor  and  contributor to the proposal  effort in the Proposal
         and in communications with such Customer.

     (b) Immediately following the Customer's award of the contract to the Prime
         Contractor  for the  products  and services as a result of the Proposal
         (the "Prime  Contract"),  Ericsson and  Telemetrix  will  commence good
         faith negotiations of a statement of work (each, a "Statement of Work")
         which will,  in addition to those  listed in Section 3 hereof,  include
         such  required  terms  and  conditions  as are  contained  in the Prime
         Contract,  pricing  which  reflects  the pricing  data  provided by the
         Subcontractor  to the Prime Contractor in connection with the Proposal,
         and such other terms and conditions as may be mutually  agreed upon. In
         the event that the terms and conditions of the Statement of Work cannot
         be negotiated by the parties within a reasonable time frame, and in any
         event not more than one month from award of the Prime  Contract  to the
         Prime  Contractor  or  mutually  agreed  upon  extensions,   the  Prime
         Contractor  will have the right to enter into  subcontracts  with other
         business  entities  for  the  equivalent  or  substantially  equivalent
         products and services which would have been covered by the Statement of
         Work.

     (c) With  respect  to  a  Proposal,  unless  the  Customer  determines,  as
         evidenced in writing,  that the  products and services  proposed by the
         Subcontractor in the Proposal do not meet the Customer's  requirements,
         both Ericsson and Telemetrix  will work together in good faith and will
         not seek to team or  collaborate  with  any  third  party  to  submit a
         counter  proposal to the  Customer  with  respect to such  products and
         services.

2.   Independent  Efforts.  From time to time during the term of this  Agreement
     and independent of the parties' joint efforts relating to a Proposal,  each
     party may purchase products and services from the other party in accordance
     with the terms and conditions of this Agreement, in which event the parties
     will execute a Statement of Work for such purchase.

3.   Statement of Work.  All  products  and services  provided by one party (the
     "Seller") to the other party (the "Buyer")  pursuant to this Agreement will
     be so provided in  accordance  with the  Statements of Work entered into by
     the parties  from time to time during the term of this  Agreement,  each of
     which will, at a minimum, including the following:

     (a) A  reference  to this  Agreement,  which  reference  will be  deemed to
         incorporate all applicable provisions of this Agreement.

     (b) The  date  as of  which  the  applicable  Statement  of  Work  will  be
         effective, and, if applicable,  the term or period of time during which
         the Seller will  provide the  applicable  products  and services to the
         Buyer pursuant to that Statement of Work.

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     (c) A description of the products and services to be provided by the Seller
         to the Buyer  pursuant to that  Statement of Work,  including,  but not
         limited to, the  deliverables  to be provided as part of the applicable
         products and services pursuant to that Statement of Work.

     (d) A designation of the individual who will have management responsibility
         for each party in connection with that Statement of Work.

     (e) The  amounts  payable to the Seller by the Buyer for the  products  and
         services to be provided  under the  applicable  Statement of Work,  the
         basis on which such  amounts  will be  determined,  and the schedule on
         which such amounts will be invoiced to the Buyer by the Seller.

     (f) Any  additional  provisions  applicable  to the  products  and services
         provided  under that Statement of Work that are not otherwise set forth
         in this Agreement or that are exceptions to the provisions set forth in
         this Agreement.

4.   Confidentiality.  Each party agrees that all confidential  documents,  work
     product and information received or otherwise obtained from the other party
     pursuant to this  Agreement,  whether  before or after the Effective  Date,
     will be  received  in  strict  confidence  and  will be used  only  for the
     purposes of carrying out the obligations  or, or as otherwise  contemplated
     by,  this  Agreement.  Without the other  party's  prior  written  consent,
     neither party will disclose any such  information  to any third party,  and
     each party will  disclose  such  information  only to such of its officers,
     employees  and  agents  that have a need to know such  information  for the
     purposes  contemplated  by this Agreement.  However,  this Section will not
     prevent a party from disclosing any such information that (i) is or becomes
     generally available to the public other than as a result of a disclosure by
     such  party  or  by  other  persons  to  whom  such  party  disclosed  such
     information,  (ii) is already in the possession of such party without being
     subject  to  another  confidentiality  obligation,   (iii)  is  or  becomes
     available  to such party on a  non-confidential  basis from a third  party,
     provided that such third party is not bound by a confidentiality obligation
     to the other party,  (iv) is independently  developed by such party without
     the use of the other party's confidential  information,  or (v) is required
     to be disclosed pursuant to a requirement of any governmental  authority or
     any statute,  rule or regulation,  provided that such party gives the other
     party notice of such requirement prior to any such disclosure.

5.   Term.  The  term of this  Agreement  will be for a period  of  three  years
     commencing on the Effective Date, unless earlier terminated pursuant to the
     terms and conditions of this Agreement.  This Agreement will  automatically
     extend for  successive one (1) year periods unless either party provides to
     the other  party a written  notice of  termination  no less than sixty (60)
     days prior to the expiration of the then existing term.

6.   Termination.

     (a) Termination for Cause. Either party may terminate this Agreement or the
         applicable  Statement of Work upon thirty days'  written  notice to the
         other party if such party  breaches in any material  respect any of the
         terms of this  Agreement or the  applicable  Statement of Work and such
         breach remains uncured at the end of the thirty day notice period.

     (b) Termination  for Change of Control.  Each party shall have the right to
         terminate  this  Agreement by written  notice to the other party if the
         other party shall have  undergone a Change of Control.  For purposes of
         this  Agreement,  a "Change  of  Control"  means an event  that will be
         deemed  to  have  occurred  if  there  shall  be  consummated  (i)  any
         consolidation,  merger or other reorganization of a party in which such
         party is not the continuing or surviving entity,  (ii) any sale, lease,
         exchange or other  transfer (in one  transaction or a series of related
         transactions) of all or substantially  all of the assets of such party;
         (iii) any vote or other  consent of the  stockholders  of such party to


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         approve any plan or proposal for the liquidation or dissolution of such
         party,  or (iv) at any  time  during  a period  of  twelve  consecutive
         months,  individuals who at the beginning of such  twelve-month  period
         constituted  the board of  directors  of such party shall cease for any
         reason to  constitute at least a majority  thereof.  The party having a
         Change of Control shall, within ten days following a Change of Control,
         provide  written  notice to the other party of the same,  whereupon the
         other party may elect to terminate this Agreement during the subsequent
         ninety  days,  with no  liability  arising  solely  as a result of such
         termination.

     (c) Termination  of a Proposal.  Each party's  obligations  with respect to
         each  Proposal  will  terminate  upon the  first to occur of one of the
         following events:

         (1)  the execution of  the Statement of Work by Ericsson and Telemetrix
              as contemplated by such Proposal.

         (2)  the award of a contract for the products and services described in
              Proposal to other than the Prime Contractor.

         (3)  the failure of the  Customer to award a contract  contemplated  by
              the Proposal within six months from the submission of the Proposal
              by the Prime Contractor.

         (4)  written  determination  by the  Customer  that  the  products  and
              services  proposed  in the  Proposal  do not meet  the  Customer's
              requirements.

7.   Expenses.  Except as otherwise  mutually  agreed in writing by the parties,
     each party will bear all of its own expenses  incurred in  connection  with
     the performance of its duties and obligations under this Agreement.

8.   Ownership  of  Intellectual  Property.  Except as  expressly  provided in a
     Statement  of Work,  each  party  shall  retain  the  exclusive  right  and
     ownership  interest  in and to any and  all  software,  products,  systems,
     methods, designs and other intellectual property developed,  obtained, made
     or  conceived  by such party prior to the  Effective  Date or separate  and
     apart from this  Agreement,  and the other  party will  obtain no rights or
     interests  therein,  whether patented or not. In the event that the parties
     joint develop any work product pursuant to this Agreement, the parties will
     negotiate in good faith and mutually agree in advance upon their respective
     rights and interests in and to such work product in a Statement of Work.

9.   Infringement  Indemnification.  Each party shall defend, indemnify and hold
     harmless  the  other  party  and  its  employees,  agents,  affiliates  and
     customers from and against any and all claims,  actions,  damages, or other
     liabilities  (including  reasonable  attorneys' fees, court costs and other
     costs of defense) to the extent caused by or arising out of any  allegation
     that any of the  products,  services  and other  materials  provided by the
     indemnifying   party   pursuant  to  this  Agreement   (collectively,   the
     "Materials") infringes or violates any copyright,  trademark, patent, trade
     secret or other  proprietary  rights of any third party;  provided that the
     indemnified  party promptly  notifies the indemnifying  party in writing of
     any such allegation of which the indemnified  party is aware and to provide
     the indemnifying party , at its expense, with the necessary cooperation and
     assistance in connection therewith.  In the event that any of the Materials
     is held to infringe  or violate any  copyright,  trademark,  patent,  trade
     secret or other  proprietary  rights of any third party,  the  indemnifying
     party shall, at its option, (i) procure the right for the indemnified party
     to  continue  using the  Materials,  or (ii) modify the  Materials  or part
     thereof to make them  non-infringing (so long as such modification does not
     have a material negative effect on use or functionality). The provisions of
     this Section shall survive the  expiration or termination of this Agreement
     for any reason.

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10.  Limitation of  Liability.  In no event shall either party be liable for any
     special,  incidental,  indirect or consequential damages in connection with
     this  Agreement,  whether  based on  action or claim in  contract,  equity,
     indemnity, tort (including negligence),  intended conduct, strict liability
     or otherwise, even if such damages are foreseeable.

11.  Notice.  Any  notices  pursuant to this  Agreement  shall be in writing and
     shall be sent to the  parties  at the  following  address  or at such other
     addresses as shall be specified by the parties by like notice:

         If to Ericsson:                          If to Telemetrix:

         Ericsson Messaging Systems Inc.          Telemetrix, Inc.
         145 Crossways Drive West                 1225 Sage Street
         Woodbury, NY 11797                       Gering, NE 69341
         Attention: President                     Attention: President

         With a copy to:

         Ericsson Messaging Systems Inc.
         740 East Campbell Road
         Richardson, Texas 75081
         Attention: Legal Department

     Such  notices  or other  communications  shall be  deemed to have been duly
     given and received (i) on the day of sending if sent by personal  delivery,
     cable, telegram, facsimile transmission or telex, (ii) on the next business
     day after the day of sending if sent by  Federal  Express or other  similar
     express delivery service,  or (iii) on the fifth calendar day after the day
     of  sending  if  sent by  registered  or  certified  mail  (return  receipt
     requested).

12.  Dispute  Resolution.  Any  disputes  arising  under  or  relating  to  this
     Agreement shall be resolved in accordance  with the Commercial  Arbitration
     Rules of the American Arbitration Association. Arbitration shall be held in
     the City of New York,  New York,  or such other  place as the  parties  may
     agree and shall include an award of attorneys' fees (and the amount of such
     fees) to the prevailing  party. The  arbitrators'  award shall be final and
     binding,   and  judgment  thereon  may  be  entered  in  any  court  having
     jurisdiction over the party against which  enforcement is sought;  provided
     that any such  award  rendered  by the  arbitrators  shall be  strictly  in
     conformance  to and in  accordance  with the terms and  conditions  of this
     Agreement,   including  without  limitation  the  limitation  of  liability
     provisions  contained herein. Other than those matters involving injunctive
     relief as a remedy or any  action  necessary  to  enforce  the award of the
     arbitrator,  the parties  agree that the  provisions  of this Section are a
     complete defense to any suit, action or other proceedings instituted in any
     court or before any administrative  tribunal with respect to any dispute or
     controversy  arising under or relating to this  Agreement.  Nothing in this
     Section shall prevent either party from  exercising its rights to terminate
     this  Agreement as specified  herein.  The provisions of this Section shall
     survive the expiration or termination of this Agreement for any reason.

13.  Media  Releases.  All  media  releases,  public  announcements  and  public
     disclosures  by either party relating to this Agreement or any Statement of
     Work or the subject  matter of this  Agreement  or any  Statement  of Work,
     including,  without  limitation,  promotional or marketing material but not
     including any announcement intended solely for internal distribution or any
     disclosure required by legal,  accounting or regulatory requirements beyond
     the reasonable  control of the party,  will be coordinated with and subject
     to the prior written approval by both parties prior to release.



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14.  Force  Majeure.  Each  party  will be excused  from  performance  hereunder
     (except for payment obligation) for any period and to the extent that it is
     prevented from such performance, in whole or in part, as a result of delays
     caused by the other party or an act of God,  natural  disaster,  war, civil
     disturbance,  court order, labor dispute, third party  non-performance,  or
     other  cause  beyond  its  reasonable  control  and which it could not have
     prevented by reasonable precautions,  including failures or fluctuations in
     electrical  power,  heat,  light,  air  conditioning or  telecommunications
     equipment,  and such  non-performance  will not be a default hereunder or a
     ground for termination hereof.

15.  Relationship. The relationship between Telemetrix and Ericsson hereunder is
     that  of  independent  contractor.  This  Agreement  does  not  create  any
     employer-employee,  agency,  joint  venture,  or  partnership  relationship
     between Telemetrix and Ericsson. Each party shall exercise control over the
     means and manner of its performance of services pursuant to this Agreement.
     No  employee,   agent,   or  assistant  of  one  party,   or  other  person
     participating  on such party's  behalf,  shall be considered an employee of
     the other party or entitled to any employment fringe benefits of such other
     party.

16.  Miscellaneous. This Agreement shall be governed by the laws of the State of
     New York, other than the choice of law rules. Neither party may assign this
     Agreement  without the other party's prior written consent.  The provisions
     of this Agreement shall be severable,  and if any provisions  shall be held
     unenforceable  the  remaining  provisions  shall  remain in full  force and
     effect.  Expiration or  termination  of this Agreement for any reason shall
     not release either party from any liability or obligation set forth in this
     Agreement which (i) the parties have expressly agreed will survive any such
     expiration  or  termination,  or (ii)  remain to be  performed  or by their
     nature would be intended to be  applicable  following  such  expiration  or
     termination.  This  Agreement,  each  Statement  of Work,  and all exhibits
     attached hereto or thereto,  each of which is hereby incorporated herein or
     therein, as applicable,  for all purposes,  constitute, as of the Effective
     Date  or the  effective  date  of the  applicable  Statement  of  Work,  as
     applicable,  the entire  agreement  between  Ericsson and  Telemetrix  with
     respect  to the  subject  matter  hereof  and  thereof,  and  there  are no
     understandings or agreements  relative hereto or thereto that are not fully
     expressed herein or therein.  Any other terms or conditions included in any
     quotes,  acknowledgements,  bills of lading,  purchase orders,  invoices or
     other  forms  utilized  or  exchanged  by the  parties  hereto  that are in
     addition to or in conflict  with those set forth in this  Agreement  or the
     applicable  Statement of Work will be of no force or effect and will not be
     incorporated  herein or be binding unless specifically and expressly agreed
     to in writing by both parties. No change, waiver or discharge will be valid
     unless in  writing  signed  by an  authorized  representative  of the party
     against  whom such  change,  waiver or  discharge is sought to be enforced.
     Each party, by executing this  Agreement,  represents and warrants that all
     necessary  corporate or other  authority to execute the  Agreement has been
     obtained and that the person  signing the  Agreement is authorized to do so
     and thereby bind that party.

IN WITNESS  WHEREOF,  the parties to this Agreement have caused their authorized
representatives to execute this Agreement as of the Effective Date.


ERICSSON MESSAGING SYSTEMS INC.             TELEMETRIX, INC.


By:/s/ Thomas Esposito                      By: /s/ Michael J. Tracy
   ------------------------------              ---------------------------------

Name: Thomas Esposito                       Name: Michael J. Tracy

Title:Vice-President                        Title:  President


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