TRACCS SOFTWARE PURCHASE AGREEMENT

     TELEMETRIX  RESOURCE  GROUP  LTD.,  a Nova Scotia  corporation  ("Seller"),
TELEMETRIX INC., a Delaware corporation  ("Parent"),  and NEXTECH CATALYSTS INC.
("Buyer"),   execute  this  TRACCS  SOFTWARE  PURCHASE  AGREEMENT   ("Contract")
effective as of August 31, 2000 ("Contract Date").

     WHEREAS,  Seller owns the Telemetrix Revenue Awareness Customer Care System
("TRACCS")  software  for  telecommunications   customer  billing  &  management
services;

     WHEREAS, Seller provides  telecommunications  customer billing & management
services using TRACCS (the "Business");

     WHEREAS, Parent is Seller's ultimate corporate parent;

     WHEREAS, Buyer holds common stock of Superwire.com Inc. ("Superwire");

     WHEREAS,  Buyer,  Seller and Parent  propose that Buyer acquire  TRACCS and
associated  assets and assume  selected  liabilities of the Business in exchange
for Superwire common stock owned by Buyer;

     NOW,  THEREFORE,  in  consideration of the mutual promises and covenants of
this Contract, the receipt and sufficiency of which is hereby acknowledged,  the
parties agree:

     1. Sale of TRACCS  Assets.  Seller hereby sells for the  consideration  set
forth in Section 5 of this Agreement,  assigns, and delivers to Buyer the assets
identified  in Schedule 1 (the  "TRACCS  Assets")  and  transfers  the  Approved
Contracts identified on Schedule 3 assumed liabilities identified in Schedule 4.
Except as identified in Schedule 1, all TRACCS Assets shall be transferred  free
and clear of all liens and encumbrances.

     2. Responsibility for Accounts Receivable. Seller shall retain ownership of
all accounts receivables identified in Schedule 2 ("Accounts Receivables").  All
Accounts  Receivables  arising from Seller's  operation of the Business prior to
August 31, 2000, including, but not limited to, the Accounts Receivable shown in
Schedule 2, shall belong to Seller and those  Accounts  Receivable  arising from
the  operation of the Business by Buyer after  September 1, 2000 shall belong to
Buyer.  Buyer shall, for a period of ninety (90) days following August 31, 2000,
have the obligation to collect  Seller's  accounts  receivable as Seller's agent
without commission or compensation.  Buyer shall use its best efforts,  short of
instituting legal action, to collect such Accounts  Receivable.  Buyer will not,
without  the  consent  of the  Seller,  compromise  to settle for less than full
value, any such Accounts  Receivable,  and, during the nine-day (90) period, all
moneys collected from any customer  indebted to Seller shall first be applied to
such customer's account with Seller, provided, however, in the event Buyer shall
discover that any of Seller's Accounts  Receivable are disputed in good faith by
the customer,  Buyer shall promptly  notify the Seller in writing.  Seller shall
have at least ten (10) days from  receipt of such notice to  investigate  and/or
object said such Accounts  Receivables,  and if, at the end of such period,  the
matter shall not have been resolved, Buyer shall return such Accounts Receivable
to Seller and may thereafter deal with customers as if they were not indebted to
Seller,  without the obligation of applying any funds subsequently received from
such  customer to its account  with Seller.  Buyer shall  account to Seller with
respect to the collection of Seller's  Accounts  Receivables and remit to Seller



<PAGE>


the amount due Seller every seven (7) days during the ninety  (90)-day period in
which Buyer shall collect Seller's  Accounts  Receivables.  Buyer shall remit by
wire transfer all Amounts collected under this section.

         For credit to National Bank of Commerce: ABA Routing 104000058
         For further credit for Valley Bank and Trust:   7952000350
         For final credit for Telemetrix Inc. Account:  167882

The parties understand that Schedule 2 lists outstanding  invoices and estimates
of  invoices  which  will be posted to  Seller's  customers  for work  completed
through  August 31, 2000 (the "Accounts  Receivable  Date") but does not include
any work in progress after the Accounts Receivable Date.

     3. Assignment of Approved  Contracts.  Seller assigns all of its rights and
interests to the leases, leasehold interests or contracts identified in Schedule
3 ("Approved  Contracts"):  Approved  Contracts  listed in Schedule 3 are hereby
assigned  to  Buyer;   Approved   Contracts  listed  in  Schedule  3.A  will  be
automatically  assigned to Buyer after Seller  receives all  requisite  consents
necessary to assign those Approved  Contracts.  Only the Approved Contracts will
be transferred to Buyer;  Buyer will not have any liability for any  contractual
obligation of Seller not expressly listed in Schedule 3.

     4.  Assumption  of  Liabilities.   Buyer  hereby  assumes  the  liabilities
identified in Schedule 4 ("Assumed Liabilities").  Buyer does not assume or have
any  liability  for any  obligation  or  liability of Seller not  identified  in
Schedule 4.

     5. Transfer of Superwire Stock to Parent.  Buyer hereby transfers 1 million
shares of Superwire.com, Inc. ("Superwire") common stock (the "Superwire Stock")
to Parent (an Executed  Stock Power is attached as Exhibit 5). Parent agrees not
to sell the Superwire Stock before January 1, 2001.

     6.  Additional  Superwire  Stock  to  Parent.  If  the  closing  price  for
Superwire's  common  stock does not exceed ten  dollars  ($10.00)  by January 1,
2001, then Buyer must transfer additional Superwire Stock to parent, so that the
parent will own ten million  dollars  ($10,000,000)  of Superwire  common stock,
such value to be based on the average  closing  price of Superwire  common stock
ten (10) consecutive trading days preceding February 1, 2001, provided, however,
that the  number of  additional  shares of  Superwire  common  stock  Buyer must
transfer to Seller, pursuant to this Section 6 and shall not exceed Five Hundred
Thousand (500,000) shares.

     7. Seller's  Representations  & Warranties.  Seller represents and warrants
that, to its actual knowledge after reasonable inquiry ("Knowledge"):

          7.1. Corporate   Organization  and  Good  Standing.   Seller  is  duly
               organized,  validly  existing and in good standing under the laws
               of Nova Scotia.
          7.2. Ownership  of  Assets.  Except as listed in  Schedules  1, 2 & 3,
               Seller has  exclusive  ownership of the TRACCS  Assets,  Accounts
               Receivable  and  Approved  Contracts,  including  all  associated
               intellectual property rights.
          7.3. Corporate   Authority.   Seller  has  full  corporate  power  and
               authority  to  enter  into  this  Contract  and  to  perform  its
               obligations.
          7.4. No Litigation. Except as identified in the Schedules, there is no
               litigation, proceeding,  investigation pending or threatened that
               involves  the  TRACCS  Assets,   Accounts  Receivable,   Approved
               Contracts or Assumed Liabilities.
          7.5. Report by Management Network Group.  Seller provided Buyer with a
               true and  correct  copy of the report by the  Management  Network
               Group that evaluated TRACCS. Seller does not represent or warrant
               as to the accuracy of that report.



                                       2
<PAGE>


     8. Parent's  Representations  & Warranties.  Parent represents and warrants
that:

          8.1. Accredited  Investor.  Parent has over $5 million in total assets
               and therefore is an "accredited  investor" as defined in SEC Rule
               501(a).
          8.2. Corporate   Organization  and  Good  Standing.   Parent  is  duly
               organized,  validly  existing and in good standing under the laws
               of Delaware.
          8.3. Ownership  of Seller.  Parent  indirectly  owns 100% of  Seller's
               voting  stock and can direct  Seller to enter into this  Contract
               and to perform its obligations.
          8.4. Corporate   Authority.   Parent  has  full  corporate  power  and
               authority  to  enter  into  this  Contract  and  to  perform  its
               obligations.

     9. Buyer's  Representations  and Warranties.  Buyer represents and warrants
that:

          9.1. Corporate   Organization   and  Good  Standing.   Buyer  is  duly
               organized,  validly  existing and in good standing under the laws
               of the Province of Ontario, Canada.
          9.2. Corporate Authority. Buyer has full corporate power and authority
               to enter into this Contract and to carry out its obligations.
          9.3. Ownership  of Superwire  Shares.  Buyer has  exclusive  ownership
               rights to the Superwire  Shares.  The  Superwire  Shares are duly
               authorized, issued, fully paid and non-assessable.
          9.4. Rule 144(k)  Qualification.  Buyer has owned the Superwire Shares
               since its date of incorporation and acquired the Superwire Shares
               from a non-affiliate  of Superwire.  Buyer is not an affiliate of
               Superwire.
          9.5. Superwire  Disclosure.  Buyer  caused  Superwire  to provide  the
               Disclosure  Information  specified in the Superwire's.  Officer's
               Certificate (Exhibit 6).
          9.6. No Litigation. There is no litigation, proceeding,  investigation
               pending or threatened that involves the Superwire Shares.
          9.7. Officer's  Certificates.  Buyer shall cause  Superwire to deliver
               and execute the Superwire.com Officer's Certificate  representing
               and warranting certain matters as set forth in Exhibit 6.

     10. Further Assurances. Each party will execute such additional instruments
and take such other  actions  requested by another  party in order to effectuate
this Contract.

     11.  Governing  Law. This  Contract  shall be governed by and construed and
enforced in accordance with the laws of the State of Nebraska.

     12. Arbitration of Disputes.  All disputes arising from this Agreement will
be submitted to binding arbitration in accordance with the Expedited  Procedures
of the American  Arbitration  Association's  Commercial  Arbitration  Rules. The
arbitration will be held in Denver, Colorado. The Arbitrator's decisions must be
delivered in writing  supported by written  findings of fact and  conclusions of
law. Any competent court may enter judgment upon the  Arbitrator's  awards.  The
prevailing party, as part of its damages, shall be entitled to recover its legal
fees and expenses incurred in such action from the losing party.

     13. Construction and Interpretation. Unless the context requires otherwise,
words  denoting  the  singular  may be  construed as denoting the plural and the
words of the plural may be construed as denoting the singular as is appropriate.
The terms "include" and "including"  mean "including  without  limitation".  The
term "laws" include constitutions,  statutes, rules, regulations,  codes, plans,
injunctions,  judgments,  orders, decrees, rulings,  restrictions and charges; a
reference  to a specific  statute  also refers to  regulations  relating to that
statute.  An "Affiliate" of a party means any person (individual or entity) that
directly,  or  indirectly  through  one or  more  intermediaries,  controls,  is


                                       3
<PAGE>


controlled by or is under common control with the party.  The section titles are
stated only for convenience  and shall not control or affect the  interpretation
or construction of any provision of this Contract.  If any particular  provision
of this Contract is found to be invalid or  unenforceable,  it is to that extent
deemed to be omitted in the  particular  jurisdiction(s)  where the provision is
invalid or unenforceable and the remaining provisions of this Contract shall not
be affected by such  omission.  No provision of this Contract  shall be altered,
amended,  revoked or waived,  except by an instrument  in writing  signed by all
parties.  A waiver  of a breach  of any  provision  of this  Contract  shall not
operate or be  construed as a waiver of any  subsequent  or other  breach.  This
Contract  may be  executed in one or more  counterparts,  each of which shall be
deemed  an  original  but  all  of  which  together  will  constitute  a  single
instrument;  provided, however, that this Contract shall not become binding upon
any of the parties  unless and until  counterparts  are executed by all parties.
Each such  counterpart  shall be considered an original.  A facsimile  signature
shall constitute an original signature.

     14. Entire  Agreement.  This  Contract sets forth the entire  agreement and
understanding of the parties and supersedes all prior understandings, agreements
or representations by or between the parties, whether written or oral.

     IN WITNESS WHEREOF, after reading and understanding its terms, each party's
duly authorized representative has executed this Contract.

SELLER:                            TELEMETRIX RESOURCE GROUP LTD.,
                                   a Nova Scotia corporation

                                   By: /s/ Marguerite McKee
                                       -----------------------------------------
                                       Marguerite McKee, President

PARENT:                            TELEMETRIX INC., a Delaware corporation

                                   By: /s/ Michael J. Tracy
                                       -----------------------------------------
                                       Michael J. Tracy, Chief Executive Officer

BUYER:                             NEXTECH CATALYSTS INC.,
                                   an Ontario, Canada corporation

                                   By: /s/
                                       -----------------------------------------
                                       Secretary



                                       4
<PAGE>


                           SCHEDULE 1: BUSINESS ASSETS

A.   Business Assets not subject to Liens:

     1.  Telemetrix Revenue Awareness Customer Care System ("TRACCS") Software

<TABLE>
<CAPTION>
     2.  Furniture:+       Area                       Quantity         Description
         -----------       ----                       --------         -----------

<S>                        <C>                         <C>            <C>
                           Financial                     1             work station
                                                         1             desk chair

                           Secretarial station           1             wooden 2 piece desk
                                                         1             desk chair

                           Exec office                   1             table
                                                         1             3 piece wooden desk
                                                         1             desk chair
                                                         6             table chairs
                                                         1             bookcase
                                                         1             wall cupboard
                                                         1             wood credenza

                           G Bigwood                     2             visitor chairs
                                                         1             desk chair
                                                         1             2 drawer file cabinet
                                                         1             2 piece wood desk

                           L Bigwood                     2             visitor chairs
                                                         2             desk chair
                                                         2             2 drawer file cabinet
                                                         1             2 piece wood desk

                           N Jamshed                     2             visitor chairs
                                                         1             desk chair
                                                         1             4 drawer file cabinet
                                                         1             wood desk
                                                         1             small wood table

                           Printer                       1             wood credenzas

                           Workstations                 17

                           Chairs                       10

                           File cabinets                 3             four drawer

                           Meeting room                  1             long wood table chairs

</TABLE>
----------------------------

+  The Call center furniture belongs to Mondetta, which had loaned it to Seller.

<PAGE>

                           SCHEDULE 1: BUSINESS ASSETS
                                   (continued)

A.   Business Assets not subject to Liens: (continued)

<TABLE>
<CAPTION>
     3.  Computers:
         ---------

              Type                  Mfr.             Model                      Serial Number
              ----                  ---              -----                      -------------
<S>          <C>                   <C>              <C>                        <C>
              Desktop               Dell             D1028L                     66746-JDUUQ-68
              Desktop               Dell             VCDTS21348-2M              8490309879
              Laptop                Toshiba          PAS250CA                   7801270
              Desktop               Compaq           491                        615CBQ3AAQ77
              Laptop                IBM              2640-40U                   78-RB533
              Desktop               IBM              Netfinity 3000
              Desktop               Dell                                        E80HQ
              Desktop               Dell             PowerEdge 2200
              Desktop               IBM              6892                       235YMME
              Desktop               Acer             M11E/H71                   83016143AQ
              Desktop               Dell             PowerEdge 2300
              Desktop               IBM              Netfinity 3000
              Desktop               Compaq
              Laptop                Acer             Extensa                    9147A015019110013BM
              Laptop                Dell             Insprion 3200              5119C
              Desktop               IBM                                         8G84610952
              Desktop               IBM              6892                       23N7579
              Laptop                Acer             Extensa                    9145B01605903002F4K
              Desktop               IBM              6892                       23N7798
              Desktop               IBM              6892                       23N8017
              Desktop               IBM              6892                       23N7616
              Desktop               Dell             PowerEdge 2200
              Desktop               Dell             OptiPlexGx1p               46EZA
              Desktop               Dell             PowerEdge 2300
              Desktop               Dell                                        E80HR
              Laptop                Dell
</TABLE>

     4.  Business Solutions AS 400 Computer

              Equipment Type/Part#          Quantity          Serial Number
              --------------------          --------          -------------
              AS 400 Terminals                   10           unknown
              9406         E35                                10-29261
              9337         240                                10-19110
                                                              10-16442
                                                              10-11073
                                                              10-14683


<PAGE>

                           020                                10-03464
                                                              10-12225
                                                              10-07467
                                                              10-05146
              D60          9406                               10-25129
              9337         020                                10-02781
              9337         020                                10-04176
              9337                                            10-11626
              9337                                            10-05288
              9337                                            10-05848
              9406         5042                               10-05118
              9406         5042                               10-01095
              9336         020                                10-16168

Proprietary System Software

Telemetrix Revenue Assurance and Customer Care System:
         -  all program source code
         -  all procedures
         -  all utilities
         -  all user documentation
         -  all system documentation
         -  all P.C. related support code and utilities


Pre-Paid Unlimited Usage Plan:

         -  all program source code
         -  all procedures
         -  all utilities
         -  all user documentation
         -  all system documentation
         -  all P.C. related support code and utilities
         -  all Database engines compilers, utilities
         -  all 3rd Party support software
         -  all AS/400 related support code and utilities

AS/400 Hardware/System Software Inventory

AS/400 Model D-60 Processor        s/n 9406-FC5042-05288
                  Storage rack     s/n 10-00A6445
                  Storage rack     s/n 10-00A4467
                  Storage rack     s/n 10-00B0529
                  Storage rack     s/n 10-25129
                  Storage rack     s/n 10-04176

<PAGE>


AS/400 Model E-35 Processor        s/n 9406-10-29261
                  Storage rack     s/n 10-0040189

AS/400 Model B-35 Processor        s/n 9406-10-0079483
                  Storage rack     s/n 10-0018175

All AS/400 Terminals, Routers, Hubs, and Cables

Powerware plus UPS (uninterruptible power supply) 3 racks s/n B0482A0133

QMS 3225 laser printer s/n Q0078268

QMS 3225 laser printer s/n Q0052595

IBM 3812 laser printer s/n 40707P170P

All Operating systems, Compilers, and Support Utilities

All AS/400 based 3rd Party support software



<PAGE>


                           SCHEDULE 1: BUSINESS ASSETS
                                   (continued)

A.   Business Assets not subject to Liens: (continued)
     4.  Business Solutions AS 400 Computer (continued)
         ----------------------------------

              Equipment Type/Part#          Quantity          Serial Number
              --------------------          --------          -------------
              9336                                            10-31584
                                                              10-01528
                                                              10-09113
                                                              10-12903
                                                              10-13204
                                                              10-11981
                                                              10-15510
                                                              10-06011
                                                              10-02579
                                                              10-22468
              9337                                            10-13499
                                                              10-12322
                                                              10-18749
                                                              10-17457
                                                              10-04252
                                                              10-03448
              LMC Magna
              MCI 9955                                        12251

              IBM3570                                         1353947
              9347                                            38005
              9406               B35                          10-28201

              9336               010                          10-07227
                                                              10-04226
                                                              10-01795
                                                              10-01790
                                                              10-05392
                                                              10-08702
              Power Ware Plus UPS                             BQ48280113
              9347-001                                        10-09871
              Printers     QMS3225                2


<PAGE>


                           SCHEDULE 1: BUSINESS ASSETS
                                   (continued)

B.   Business Assets subject to Liens:

         Asset                         Lienholder            Associated Document
         -----                         ----------            -------------------
           None Identified

C.   Assets specifically retained by TRG

     1.  Computers:
         ---------

              Type             Mfr.        Model             Serial Number
              ----             ---         -----             -------------
              Laptop           Acer        330               9140C0100591500383M
              Lapton           Acer        Extensa           9147A0132182900501M
              Desktop          IBM         6892              23N8221
              Laptop++         IBM         2640              78N544


     2.  Furniture:   Area          Quantity    Description
         ----------   ----          --------    -----------

                      M McKee           1       3-piece wood desk
                                        1       Desk chair
                                        4       Visitor chairs
                                        1       Credenza

                      G Wasylyk         1       2-piece desk
                                        1       credenza
                                        2       visitor chairs
                                        1       desk chair

                      Financial         1       desk chair
                                        1       visitor chair
                                        1       workstation
                                        2       2-drawer file cabinet
                                        1       4-drawer file cabinet

                      Display Booth     1       10'x10' Nimlok with accessories



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

++  With Oz Pedde In Winnepeg.


<PAGE>



                        SCHEDULE 2: ACCOUNTS RECEIVABLES
                              As of August 31, 2000


Name                                     Total Due


Christian Telecom Network                US $   8,629.63

Commonwealth                             US $   5,008.21

Comtel Communications                    US $  73,981.18

FON Digital Network                      US $       0.00

Mondetta Telecommunications              US $  73,683.63

Promise Net International                US $  20,752.45

TransNet Connect                         US $   7,642.33

UC Hub Inc.                              US $  13,415.07


TOTAL                                    US $ 203,112.50

Less Mondetta                                 -73,683.63
Accounts Receivable Balance
   Due on Closing                             129,428.87
                                              ----------

NOTES



<PAGE>

                         SCHEDULE 3: APPROVED CONTRACTS

A.   Contracts immediately assignable:

     1.  Photocopier and fax machine lease (with Image Financial (formally OE
         ---------------------------------                      Canon Leasing)).

     2.  Customer Contracts
         ------------------
         Comtel

         UCHub (to be signed)

         Transnet Connect

         CTN

         CommonWealth/Wordlink

         FON Digital

         PromiseNet

         Canyon Telecom

         Technology Depot (inactive)

         USA Digital (inactive)

     3.  Other Contracts:  Tony Kemp Employment Agreement
         ---------------

B.   Contracts to be assigned after receiving requisite consents:

     1.  Dell computer leases:
         --------------------
<TABLE>
<CAPTION>
                                                                              Lease                             Monthly
         Lease No.        Mfr.      Product            Serial Number          Term     Started    Expires       Payment
         ---------        ----      -------            -------------          ----     -------    -------       -------
        <S>              <C>       <C>                <C>                  <C>         <C>        <C>        <C>
         270158-003       Dell      Inspiron 3200      5119C                 2 years    10/1/98    10/1/00     $215.96
         270158-004       Dell      Inspiron                                 2 years     2/1/00     2/1/01     $294.09
         270158-006       Dell      SQL Server         E80HR                 3 years     4/5/00     4/5/03     $576.84
</TABLE>

     2.  IAC computer leases:
         -------------------
<TABLE>
<CAPTION>
                                                                           Lease                             Monthly
         Lease No.        Mfr.     Product       Serial Number             Term         Started   Expires    Payment
         ---------        ----     -------       -------------             ----         -------   -------    -------
        <S>              <C>     <C>            <C>                       <C>          <C>        <C>        <C>
         Schedule         IBM                    8484610952
                          IBM      6892          23N7579
                          Acer     Extensa       9145B01605903002F4K
                          IBM      6892          23N7798
                          IBM      6892          23N8017
                          IBM      6892          23N7616
                          Dell     OptiPlexGx1p  4EZA

</TABLE>


<PAGE>


                                           SCHEDULE 3: APPROVED CONTRACTS
                                                     (continued)

B.   Contracts to be assigned after receiving requisite consents: (continued)

     2.  IAC computer leases:
         -------------------
<TABLE>
<CAPTION>
                                                                                                                Monthly
         Lease No.        Product         Term       Started    Expires         Rent      GST      PST          Payment
         ---------        -------         ----       -------    -------      ---------    ---      ---          -------
        <S>               <C>           <C>          <C>         <C>          <C>        <C>        <C>        <C>
         Schedule A                       3 years      12/5/98    12/5/01                                       $705.78
         Schedule B                       3 years       1/1/99     1/1/02                                       $436.20
         Schedule C                       3 years      12/5/98    3/13/02                                       $567.49
</TABLE>


     3.  Rented Equipment for Business Solutions AS 400
         ----------------------------------------------

                  Equipment Type/Part#    Serial Number
                  --------------------    -------------
                  9406         D60        10-AS712
                  9406         5042       10-02005
                  9337         240        10-18707
                                          10-18654
                                          10-18099
                                          10-36799


<PAGE>


                         SCHEDULE 4: ASSUMED LIABILITIES



A.   All  Liabilities  incurred  after Closing on the TRACCS Assets and Approved
     Contracts.

B.   All personal  property taxes with respect to the TRACCS Assets and Approved
     Contracts after Closing.


C.   The following Employee at the salary indicated and employment contract,  as
     noted:

Name                  Salary           CPP/EI            Comments
----                  ------           ------            --------
Kemp    Tony          $5,458.33        $392.14           Employment contract


<PAGE>

        EXHIBIT 5: STOCK POWER AND ASSIGNMENT FOR BUYER'S SUPERWIRE STOCK


     FOR VALUE  RECEIVED,  Nextech  Catalysts  Inc ,  ("Assignor"),  does hereby
transfer unto Telemetrix Inc., a Delaware corporation ("Transferee"),  1,000,000
common shares (the "Shares") of SUPERWIRE.COM,  INC., a Nevada  corporation (the
"Corporation").   The  Shares  are   registered  in   Assignor's   name  on  the
Corporation's  stock records and are  represented by attached Stock  Certificate
No.  .  Assignor  hereby  irrevocably   appoints  the  Corporation's   corporate
Secretary, with full power of substitution,  as attorney-in-fact to transfer the
Shares on the Corporation's stock records.

ASSIGNOR:                             NEXTECH CATALYSTS INC.


                                      By:
                                          --------------------------------------





---------------------------         )
                                    ) ss.
---------------------------         )


     ________________________________ personally appeared before me and provided
me with satisfactory evidence of his identity. After being duly sworn, he stated
he  is  the  _______________________of   Nextech  Catalysts  Inc.  ("Assignor"),
executed the foregoing  STOCK POWER AND ASSIGNMENT  ("Document") in his capacity
as  Assignor's  Partner,  and  certified  that by his execution of this Document
Assignor executed and verified this Document.

         WITNESS my hand and official seal.



                                    Notary Public
                                                 -------------------------------

                                    My commission expires:
                                                          ----------------------


<PAGE>


                   EXHIBIT 6: SUPERWIRE OFFICER'S CERTIFICATE

     The undersigned ("Executive") hereby certifies that he is the duly elected,
qualified,  and serving President of SUPERWIRE.COM,  INC., a Nevada  corporation
("Company").   Company  represents  and  warrants  that,  on  the  day  of  this
Certificate:

     1. Corporate  Organization  and Good Standing.  Company is duly  organized,
validly existing and in good standing under the laws of Nevada.

     2. Nextech Catalysts Inc. ("Buyer") owns at least one million shares of the
Company's  common stock. The stock owned by Buyer was duly authorized and issued
and is fully paid and nonaccessable.  Buyer's owned that Company stock since its
date of the  incorporation.  Buyer is not a Company affiliate "as defined in SEC
Rule 144(a)(1)," the Buyer has never been a Company affiliate, and Buyer did not
acquire  the  Company  stock  referred  to in  this  paragraph  from  a  Company
Affiliate.

     3.  Company  provided   TELEMETRIX   RESOURCE  GROUP  LTD.  ("Seller")  and
TELEMETRIX   INC.,  a  Delaware   corporation   ("Parent")  with  documents  and
information  about  the  Company  ("Disclosure  Information").  That  Disclosure
Information:

     3.1. is accurate and complete;
     3.2. includes all public information specified in SEC Rule 144(c)(2);
     3.3. contains all documents and  information  provided to either the SEC or
          the National Association of Securities Dealers ("NASD");
     3.4. does not make any untrue statement of a material fact or omit to state
          a material fact necessary in order to make the statements made, in the
          light of the circumstances under which they were made, not misleading;

Since the date of the Disclosure Information, there has been no material adverse
change in the Company's business,  financial condition,  properties,  results of
operations or prospects.

     4. No material  litigation or other material  proceeding has been commenced
by any person or  governmental  agency  relating to the  offering  of  Company's
common stock or against the Company or its  properties  which is material to the
Company's business,  financial condition,  properties,  results of operations or
prospects.

     Company  provides this Officer's  Certificate in accordance with Section 10
of the  TRACCS  Software  Purchase  Agreement,  dated  August  11,  2000,  among
TELEMETRIX  RESOURCE  GROUP  LTD.,   TELEMETRIX  INC.,  a  Delaware  corporation
("Parent"), and Nextech Catalysts Inc. Buyer.

     IN WITNESS WHEREOF, I execute this Certificate as of August 31, 2000.

                                       SUPERWIRE.COM, INC., a Nevada corporation

                                       By:
                                          --------------------------------------
                                          President