EMPLOYMENT AGREEMENT

     This  EMPLOYMENT  AGREEMENT  ("Agreement")  is entered  into by and between
TELEMETRIX INC., a Delaware  corporation  (the "Company"),  and JOSEPH G. SCHON,
("Executive").  The effective date of this Agreement shall be June 12, 2000 (the
"Effective Date").

                                R E C I T A L S:

     WHEREAS,  The  Company  desires to hire and employ  Executive  as its Chief
Operating Officer;

     WHEREAS,  Executive  desires  to become  employed  by the  Company  in such
capacity;

     NOW,  THEREFORE,  in  consideration  of the mutual covenants and agreements
contained herein, the parties agree as follows:

     1. Employment.  The Company agrees to employ Executive and Executive hereby
agrees to be employed by the Company on a full time basis as defined  further in
paragraph 3. Executive represents and warrants to the Company that the execution
of this Agreement and his  performance  under this Agreement does not breach any
other  agreement to which  Executive is a party or under which  Executive may be
bound and does not require the consent of any other person.

     2. Duties.  Executive  shall be employed as the Company's  Chief  Operating
Officer  ("COO")  and in such  capacity  shall  perform  the duties and bear the
responsibilities  commensurate  with  the  office  of  COO,  serve  the  Company
faithfully  and to the  best  of his  ability,  strive  to meet  the  objectives
established  by his  Supervisor  as set forth in Exhibit A attached and perform,
without  additional  compensation,  such other duties for the Company and/or for
its Affiliates (as such term is defined in Section 3 herein) as may be delegated
to Executive by his Supervisor (as defined below) and hold such other offices to
which he may be  appointed  or  elected  from  time-to-time  (collectively,  the
"Position").  Mr. Michael J. Tracy, the Company's  President and Chief Executive
Officer, or his designee, shall supervise Executive's activities ("Supervisor").
In its sole discretion the Company may assign  Executive to a position of lesser
responsibility.  Executive's  conduct  must  promote the best  interests  of the
Company and its Affiliates and must not discredit the Company,  its  Affiliates,
its products or services.

     3.  Exclusivity.  Executive  shall devote his full business time,  efforts,
attention,  skill and energy to the Company's  business,  and shall  effectively
perform his duties  under this  Agreement  and strive to achieve the  objectives
designated by his Supervisor. Executive has disclosed his involvement in current
business  activities  and  enterprises  unrelated to this  employment  and shall
disclose to the  Supervisor his  involvement  in any other  business  activities
which may be related to the industries in which the Company or a person, firm or
corporation  that directly or  indirectly,  through one or more  intermediaries,
controls,  is  controlled  by,  or  is  under  common  control  of  the  Company
(collectively,  "Affiliate")  and  Executive  shall not  engage in any  business
activities  not  disclosed at the time of this  agreement  as set forth  herein,
without  prior  notification  to  "supervisor"  that would  require  significant
personal  services by Executive or in any way  diminish  Executive's  ability to
effectively  perform his duties hereunder to the satisfaction of his Supervisor.
Notwithstanding  the foregoing,  after notifying the  Supervisor,  Executive may
take reasonable personal time for:

          3.1. personal  investments that do not require significant services by
               Executive;
          3.2. participation in volunteer or charitable activities;
          3.3. participation in industry-related organizations;
          3.4. with prior Supervisor  approval,  serving as a director for other
               companies; and



<PAGE>


          3.5. activities  approved  in advance by the  Supervisor;  except that
               Executive  shall  cease any outside  activity  if the  Supervisor
               determines that such activity will interfere or conflict with the
               Company's interests.

     4. Conflicts of Interest.  Executive shall not engage in any activity that,
in the  Supervisor's  judgment,  may  interfere  or  conflict  with  the  proper
performance of Executive's duties or the Company's or its Affiliates' interests.
If Executive has any interest in a proposed  transaction  involving the Company,
that interest  must be fully  disclosed to the Company and the  Supervisor  must
approve the transaction.

     5. Confidentiality.  Executive acknowledges that the Company's products and
services are unique and have  world-wide  application,  and that the Company has
expended  significant  sums and  resources to develop its products and services.
The  relationship  between the Company and  Executive is one of  confidence  and
trust.  Executive  agrees  that the  provisions  of this  Section 5 are fair and
reasonable  because,  as a result of his employment by the Company, he will have
access to proprietary  information and intellectual  property of the Company and
its  Affiliates  and Executive  acknowledges  that such  information is a highly
valued asset of the Company.

          5.1.  Confidential  Information.  The term "Confidential  Information"
means all information relating to the Company, its Affiliates, its customers and
suppliers  considered  by the  Company to be  confidential,  including,  without
limitation:

             5.1.1. technology, plans, products, processes and personnel;
             5.1.2. software, source codes and manuals;
             5.1.3. the  nature  of the Company's and its  Affiliates'  services
                    and any area where such services are performed or planned to
                    be performed;
             5.1.4. research,    development,  manufacturing,  purchasing,   and
                    engineering;
             5.1.5. markets,  marketing strategies,  customer lists and prospect
                    lists;
             5.1.6. merchandising, selling, pricing or contractual terms,
             5.1.7. inventions,   discoveries,   concepts   and  ideas,  whether
                    patentable  or  not,  processes,   methods,   formulas,  and
                    techniques,   trade  secrets,   related   improvements   and
                    knowledge;
             5.1.8. financial and accounting information;
             5.1.9. business expertise; and
             5.1.10.any  component  of  Confidential  Information  or  anything
                    derived from Confidential Information.

         The  Company's  determination  that  specific  information  constitutes
         Confidential  Information  shall be  binding,  except  for  information
         already in the public domain other than placed  therein by  Executive's
         act except in the  reasonable  performance of his duties and except for
         information  which is no longer a trade secret or patentable as defined
         by applicable legislation or law.

          5.2.  Non-disclosure.  Executive  agrees  that he  shall  at no  time,
whether  during his  employment or at any time  thereafter,  disclose or use any
Confidential Information for any purpose other than the conduct of the Company's
business  pursuant to this  Agreement.  Upon the breach or threatened  breach of
this covenant by  Executive,  the Company  shall be entitled  without  notice to
obtain relief pursuant to Section 11 below.



                                       2
<PAGE>

          5.3. Notice to Company.  Executive will immediately notify the Company
if he learns that Confidential  Information has been disclosed or is about to be
disclosed,  whether by Executive's acts, acts of third parties,  law, regulation
or court order.  Executive will cooperate with the Company's  efforts to prevent
or limit disclosure of Confidential Information.

          5.4.  Ownership.   Any  Confidential   Information  that  is  directly
originated, developed or perfected to any degree by Executive during his Company
employment  shall be and remain the sole  property  of the  Company and shall be
deemed  trade  secrets  of the  Company.  To the  extent  that any  Confidential
Information  constitutes  an original work of  authorship by Executive  which is
protectable by copyright,  Executive  acknowledges that such work is a "work for
hire" as defined by the U.S.  Copyright  Act (17 U.S.C.  ss. 101 et seq.) and is
intended to be and is hereby agreed to be the sole and exclusive property of the
Company and the Executive does hereby quitclaim and release all right, title and
interest in and to the same to the Company.

          5.5.  Assignment.  The Executive  hereby assigns to the Company all of
his intellectual property rights (including copyrights, patents, and trademarks)
that may arise out of his employment  with the Company or his  involvement  with
its Affiliates.

          5.6.  Return  of  Confidential   Information.   Upon   termination  of
Executive's  employment  or upon request by the Company,  Executive or his legal
representative  shall  without  delay  deliver to the Company all  original  and
duplicates and/or copies of all documents,  records, notebooks, computer records
or media, and similar materials containing Confidential  Information then in his
possession.

          5.7. Further Assurances. Executive agrees to execute such separate and
further  confidentiality  agreements and/or assignments  embodying and enlarging
upon the provisions of this Section 5 as the Company may reasonably request.

     6.  Compensation  and  Benefits.  In  consideration  of the  services to be
rendered  pursuant  to this  Agreement,  commencing  as of the  Effective  Date,
Executive shall receive the following  compensation and benefits during the Term
(as defined in Section 7 herein) of his employment:

          6.1.  Salary.  The Company  shall pay  Executive  an annual  salary of
Seventy-two Thousand and 00/100 U.S. Dollars ($72,000.00),  payable semi-monthly
in arrears.

          6.2.  Benefits.  The Company  shall  provide  Executive  with standard
benefits  customary  for Company  employees  of the  nature,  kind and status of
Executive.

          6.3. Leave. Executive shall be entitled to Company-declared  holidays,
sick  leaves,  personal  days and  other  time off in  accordance  with  Company
policies for Company employees of the nature, kind and status of Executive.

          6.4. Reimbursement of Expenses. Upon receipt of an itemized accounting
of such expenses with  reasonable  supporting  documentation,  the Company shall
reimburse  Executive for all  reasonable  and necessary  out-of-pocket  expenses
incurred by  Executive  in  connection  with the  business of the Company and in
performance of Executive's duties under this Agreement.

          6.5. Stock Options.  Employee shall be eligible for  participation  in
the Company's Stock Option Plan 2000 (the "Plan") adopted by the Company's Board
of Directors (the "Board") as of February 15, 2000.  Options to purchase Company
common  stock  ("Stock  Options")  pursuant  the Plan  shall be  granted  at the
discretion of the Board or its designated committee authorized to administer the
Plan (the "Committee"). The terms and conditions of any Stock Options granted by


                                       3
<PAGE>


the Board or the Committee, including, without limitation, the number of shares,
exercise price, payment terms, grant date, vesting schedule and expiration date,
shall be determined at the discretion of the Board or the  Committee.  The Board
has granted employee stock options as described on Exhibit B.

     7.  Duration.  Executive's  employment  pursuant  to this  Agreement  shall
commence on the  Effective  Date and continue for a period of three (3) years or
until terminated in accordance with Section 8 herein (the "Term").

          7.1 First  Renewal Term.  At the  expiration of the Term,  the Company
may,  at its sole  election,  renew  Executive's  employment  on the  terms  and
conditions  contained in this Agreement  unless different terms are agreed to by
the Company and evidenced in a writing signed by the Company and Executive,  for
an  additional  term of one (1) year (the  "First  Renewal  Term") by  providing
written  notice to  Executive  of its  intent to renew not less than  sixty (60)
calendar days prior to the expiration of the Term ("Renewal Notice").

          7.2. Second Renewal Term. At the expiration of the First Renewal Term,
the Company may, at its sole election, renew Executive's employment on the terms
and conditions  contained in this Agreement unless different terms are agreed to
by the Company and evidenced in a writing  signed by the Company and  Executive,
for  another  additional  term of one (1) year (the  "Second  Renewal  Term") by
providing  Renewal  Notice to Executive  not less than sixty (60)  calendar days
prior to the expiration of the First Renewal Term.

     8.  Termination.   Executive's   employment  may  be  terminated  prior  to
expiration of the Term,  or if renewed  pursuant to  subsections  7.1 and/or 7.2
above, prior to expiration of the First Renewal Term or the Second Renewal Term,
as the case may be, as follows:

          8.1. Discretion.  Either party, in its sole discretion,  may terminate
Executive's employment at any time upon thirty (30) calendar days' prior written
notice to the other party.

          8.2. Death.  If Executive dies during the term of his employment,  the
Company shall pay his estate the compensation that would otherwise be payable to
him for the month in which his death occurs,  and his employment shall be deemed
terminated on the last day of such month.

          8.3.  Cause.  The  Company  may  immediately   terminate   Executive's
employment at any time for:

             8.3.1. non-performance   or    gross    negligent   performance  by
                    Executive of Executive's obligations under this Agreement or
                    of any material duties as an Executive of the Company; or
             8.3.2. the  commission   of  any   theft,  fraud,  embezzlement  or
                    similar  crime  involving the  commission of any  indictable
                    offense;  for acts of  dishonesty  or moral  turpitude;  for
                    violation  of  applicable  local,  state or federal  laws or
                    regulations,    including    anti-discrimination   laws   or
                    securities  laws,  which acts cause or could  reasonably  be
                    expected to cause material economic damage to the Company or
                    material damage to the business reputation of the Company.

          8.4.  Severance.  If the  Company  terminates  Executive's  employment
pursuant to subsection  8.1 herein,  subject to the conditions set forth in this
subsection  8.4, the Company  agrees to maintain  Executive on its payroll until
such time as Executive has received that amount equal to one-third of his annual
salary as set forth in subsection 6.1 herein,  less applicable  withholdings and
deductions ("Severance").  As a condition to the payment of Severance, Executive
agrees that he will (a) comply with the  provisions of  subsections  5.6 and 5.7
herein to the  satisfaction  of the  Company  and (b) execute and deliver to the



                                       4
<PAGE>


Company in form  satisfactory to the Company and its attorneys a release waiving
all  claims  against  the  Company.  The  Company  shall have the right to delay
distribution  to Executive of payroll  disbursements  comprising  the  Severance
until such time as the  conditions  specified in (a) and (b) of this  subsection
8.4 have been satisfied by Executive, notwithstanding the continuing obligations
of Executive pursuant to Section 5 herein.

          8.5 Surviving Provisions.  After termination of Executive's employment
for any reason whatsoever,  the applicable  provisions of Sections 5 and 9 shall
remain in full force and effect until the time specified in each such section.

     9. Covenant Not to Compete.  Since  Executive will be a key employee of the
Company, Executive will have access to Confidential Information, and in light of
the Company's  and its  Affiliates'  substantial  investment of resources in its
business,  operations,  technology,  services, customers and customer prospects,
Executive  acknowledges  that  certain  of his  future  activities  could  cause
material  harm  to the  Company  and  its  Affiliates.  Additionally,  Executive
acknowledges  that  the  Confidential   Information  was  obtained  through  his
Employment  with the  Company  and  involvement  with its  Affiliates,  that the
Company's and its Affiliates' business is of a world-wide scope, and that at the
time entering into this Agreement,  Executive's covenant not to compete with the
Company  and its  Affiliates  was a material  part of the  negotiated  terms and
conditions of this Agreement.  Accordingly,  Executive  agrees that in the event
his  employment  is  terminated,  the  specific  restrictions  set forth in this
Section 9 are fair,  reasonable  and necessary and are not overly  burdensome on
Executive's future activities.  The covenants  contained in this Section 9 shall
continue until one (1) year after termination of Executive's  employment for any
reason whatsoever (the "Covenant Period").

          9.1. Until the Covenant  Period  expires,  Executive shall not without
the Company's  prior written  consent,  which consent shall not be  unreasonably
withheld, directly or indirectly, own, manage, operate, control, be employed by,
assist or participate in the  ownership,  management,  operation or control of a
company operating in Canada or the United States engaged in any of the following
or related products, services and activities:

                  9.1.1. paging     and    communication    services,   personal
                         communications       services      ("PCS"),      mobile
                         telecommunications   services,   wireless   local  loop
                         ("WLL") products,  polling,  monitoring and controlling
                         remote  devices such as  electrical  meters and burglar
                         alarms, data collection,  acquisition and distribution,
                         and meter reading (collectively, the "Activities");

                  9.1.2. the  provision  of necessary infrastructure  components
                         to deploy the Activities and/or WLL capabilities;

                  9.1.3. the  utilization  of  the  discoveries,   concepts  and
                         ideas,  processes,  methods,  formulas,  and techniques
                         underlying  the  technology  known as the T3000 System,
                         including any updated versions thereto ("T3000 System")
                         and/or  WLL  for  any  application  including,  without
                         limitation,  voice  communications,  data transmission,
                         automatic  utility meter reading,  home security,  home
                         health, and vending replenishment;

                  9.1.4. marketing   and   sale   of  T3000   System-competitive
                         equipment and/or components.

          9.2. Until the Covenant Period  expires,  Executive shall not directly
or indirectly:

                  9.2.1. induce  any employee  of the Company and its Affiliates
                         to leave the employ of the Company or its Affiliates;
                  9.2.2. interfere  with  the  relationship  between the Company
                         or its  Affiliates  and any  employee of the Company or
                         its Affiliates;




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<PAGE>


                  9.2.3. hire  any  Company  employee or  Affiliate  employee to
                         work  for any  organization  of which  Executive  is an
                         officer, director,  employee,  consultant,  independent
                         contractor  or owner of an  equity  or other  financial
                         interest; or
                  9.2.4. interfere   or    attempt  to   interfere   with    any
                         transaction involving the Company or its Affiliates.

     10.   Securities   Matters.   Since  the  Executive  will  have  access  to
Confidential Information,  his ability to engage in securities transactions will
be limited. Executive agrees to:

         10.1. not  engage  in any  transactions  that  violate  all  applicable
               federal and state securities laws;
         10.2. file  all reports required by securities regulatory authorities;
         10.3. provide information about securities  transactions when requested
               by the Company;
         10.4. follow   written   Company   policies    concerning    securities
               transactions;
         10.5. execute  any  "lock-up"   agreements  or  other  restrictions  on
               transactions when requested by the Company;
         10.6. comply  with   applicable   federal  and  state   securities  law
               requirements for all transactions.

While   Executive  may  request  Board   permission   for  proposed   securities
transactions,   Executive  is  still   responsible  for  compliance  with  legal
requirements.

     11. Injunctive Relief. Upon a material breach or threatened material breach
by  Executive  of any of the  provisions  of  Sections 3, 4, 5, 9 and 10 of this
Agreement,  the Company or its Affiliate,  as the case may be, shall be entitled
to an injunction restraining Executive from such breach, together with any other
relief or remedy available,  for such breach or threatened breach, including the
recovery of damages.  Nothing  herein  shall be  construed  as  prohibiting  the
Company or its  Affiliates  from pursuing any other  remedies for such breach or
threatened  breach. If the Company or its Affiliate take legal action to enforce
the  provisions of this  Agreement or to enjoin  Executive  from  violating this
Agreement,  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.

     12.  Severability.  It is the  desire and  intent of the  parties  that the
provisions of this Agreement shall be enforced to the fullest extent permissible
under  the  laws and  public  policies  applied  in each  jurisdiction  in which
enforcement is sought.  Accordingly,  if any particular  provision or portion of
this  Agreement  shall be  adjudicated  to be  invalid  or  unenforceable,  this
Agreement  shall  be  deemed  amended  to  delete  therefrom  the  portion  thus
adjudicated  to be invalid or  unenforceable,  such  deletion to apply only with
respect to the operation of such section in the particular jurisdiction in which
such adjudication is made.

     13. Notices. All communications, requests, consents and other notices under
this  Agreement  shall be given in writing and delivered by facsimile,  courier,
registered  or certified  mail (postage  prepaid) to the receiving  party at the
recipient's  last known  address.  Notice  shall be deemed  given on the date of
delivery as shown by the facsimile confirmation or delivery receipt.

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





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<PAGE>


     15.  Arbitration  of Disputes.  Except for  injunctive  relief  pursuant to
Section 11, all disputes  concerning this Agreement will be submitted to binding
arbitration  in Denver,  Colorado in accordance  with the American  Arbitrations
Act. The  Arbitrator's  decisions  must be delivered in writing  accompanied  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.

     16.  Assignment.  The Company may assign its rights and  obligations  under
this Agreement to any Affiliate, any successor corporation or to any acquirer of
substantially  all of the business and assets of the Company,  and all covenants
and agreements  hereunder shall inure to the benefit of and be enforceable by or
against  any such  assignee.  Neither  this  Agreement  nor any rights or duties
hereunder may be assigned or delegated by Executive.

     17.  General  Provisions.  This  Agreement  may  be  executed  in  multiple
counterparts,  no one of  which  needs  to be  executed  by all of the  parties;
provided,  however, that this Agreement shall not become binding upon any of the
parties  unless and until a  counterpart  is executed by all parties.  Each such
counterpart shall be considered an original.  Facsimile signatures will have the
same effect as original signatures. This Agreement only be modified by a written
amendment  signed by the  Company  and  Executive.  A waiver by the Company of a
breach of any provision of this  Agreement by Executive  shall not operate or be
construed as a waiver of any subsequent or other breach by Executive.  Except as
otherwise provided herein,  this Agreement shall be binding upon and shall inure
to the benefit of the parties hereto and their respective legal representatives,
heirs,  successors and assigns.  This Agreement sets forth the entire  agreement
and  understanding  of the parties with respect to the subject matter herein and
supersedes all prior understandings, agreements or representations by or between
the parties, whether written or oral.




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                                       7
<PAGE>



     IN WITNESS WHEREOF,  the parties have executed this Employment Agreement to
be effective as of the Effective Date.

COMPANY:                                TELEMETRIX INC.,
                                        a Delaware corporation

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


EXECUTIVE:                              JOSEPH G. SCHON

                                        By: /s/ Joseph G. Schon
                                           -------------------------------------
                                           Joseph G. Schon, an individual





















                                       8
<PAGE>


                                    EXHIBIT A
                             DUTIES TO BE PERFORMED


Early Stage

o    Understand  call center - customer car service  operations as they apply to
     the support that we will need, so that can be either (a)  contracted out or
     (b) developed in house.  This will deal with hardware  software  support as
     well as NOC operations.

o    Get products  through test houses such as Microcell  and Pac Bell  Wireless
     and PG&E

o    Development  migration - supervise the orderly  determination of new design
     features,  development  of updates  to  manufacturing  design and  software
     design etc.

o    Produce a staffing plan for different levels of operation.

o    Development  scheduling  - In  coordination  with  Marguarite  determine  a
     schedule for R&D and manufacturing based on our current cash situation.

o    Development  of sales  strategy - Identify  prospects,  research  prospects
     needs, make joint sales calls

o    Coordinate Ericsson Contract - Design and implement operational  strategies
     required by the  Ericsson  and other  contracts,  coordinate  manufacturing
     scheduling with Ericsson and their required needs.

o    Determine best source of assembly and shipping for product,  involvement in
     inventory management, manufacturing scheduling.

o    Capital  equipment  planning  - Assist  in  timing  of the  acquisition  of
     equipment.

Middle Stage

o    Develop  marketing  strategy - Marketing  strategy includes sales strategy,
     advertising campaigns, trade shows, and public relations.

o    Coordinate manufacturing scheduling - determine manufacturing volumes based
     on sales forecast, determine inventory par levels.

o    Create  a  department  and  appropriate   staffing  to  coordinate  product
     installation and  implementation - Responsible for timing of installations,
     coordinating  with  customers on timing etc.,  development of NOC's to meet
     customers demands, coordinate and implement customers data requirements.



<PAGE>


     The four general areas of responsibility are:

        1.  Sales/Marketing Strategy

        2.  Manufacturing scheduling

        3.  (Ericsson) contract implementation and coordination

Development of customer installation and implementation strategy and plan.












<PAGE>


                                    EXHIBIT B
                                  STOCK OPTIONS

     Stock options totaling 100,000 shares vested on the following schedule:

                  Year 1 - 15,000 shares
                  Year 2 - 15,000 shares
                  Year 3 - 20,000 shares
                  Year 4 - 25,000 shares
                  Year 5 - 25,000 shares

                  The  exercise  price will be the closing  price of  Telemetrix
                  shares on the date of execution of your  employment  contract.
                  The  specific  terms  of  the  stock  options  are  under  the
                  Company's  Stock  Option Plan 2000,  which would be granted to
                  you by the Company in a  Certificate  after you have  executed
                  your employment agreement.