EMPLOYMENT AGREEMENT

     This  EMPLOYMENT  AGREEMENT  ("Agreement")  is entered  into by and between
TELEMETRIX  SOLUTIONS  INC.,  a  Colorado   corporation  (the  "Company"),   and
MARGUERITE  MCKEE  ("Executive").  The effective date of this Agreement shall be
March 1, 2000 (the "Effective Date").

                                R E C I T A L S:

     WHEREAS,  The Company desires to hire and employ  Executive as President of
its wholly  owned  subsidiary  Telemetrix  Resource  Group Ltd.,  an entity duly
incorporated under the laws of the province of Nova Scotia, Canada ("TRG");

     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.  Executive represents
and  warrants  to the  Company  that the  execution  of this  Agreement  and her
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. Executive acknowledges that her employment with
the Company commenced prior to the Effective Date of this Agreement on terms not
set  forth  herein.  When  capitalized  and  used in this  Agreement,  the  term
"Employment"   shall  include  a)  such  prior  employment  and  b)  Executive's
employment subsequent to the Effective Date pursuant to this Agreement. When not
capitalized and used herein,  the term  "employment"  shall refer to Executive's
employment subsequent to the Effective Date pursuant to this Agreement.

     2. Duties.

          2.1 President.  Executive shall be employed as President of TRG and in
such  capacity  shall  (a)  perform  the  duties  and bear the  responsibilities
commensurate  with the office of  President,  (b) continue to perform the duties
and bear the  responsibilities  of her employment prior to the Effective Date in
her  prior  capacity  as Vice  President  of  Product  Commercialization,  which
position shall merge with and into Executive's position as President pursuant to
this Agreement, (c) serve the Company faithfully and to the best of her ability,
and (d)  perform,  without  additional  compensation,  such other duties for the
Company and/or its Affiliates as may be delegated to Executive by her Supervisor
(as defined  below) and hold such other offices to which she 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.

          2.2 Director.  Executive shall serve as a director of TRG ("Director")
commencing  on the  later  of (a) the  Effective  Date or (b)  such  time as all
required TRG corporate action has been taken authorizing such  appointment,  and
terminating  on the  earlier of (x) the  expiration  of the Term (as  defined in
Section 7 herein) or (y) Executive's  resignation,  removal, death or TRG's next
annual  shareholder  meeting at which directors are elected.  In her capacity as
Director  Executive  shall be  subject  to  removal  in  accordance  with  TRG's
corporate  governance  documents  and the  Companies Act of the province of Nova
Scotia, Canada (the "Act"). Notwithstanding that the Company will use reasonable
efforts  to  maintain  Executive  in her  directorship,  the  Company  makes  no
guarantee to Executive as to the term of Executive's directorship.


<PAGE>


          2.3  Indemnification.  In  connection  with  Executive's  position  as
Director, the Company agrees to indemnify Executive to the extent provided under
TRG's Articles of Association  against costs, losses and expenses that Executive
in her capacity as Director may incur or become liable to pay in connection with
any claim  made  against  Executive  by  reason  of being or  having  been a TRG
director,  provided  that  Executive's  conduct  which gave rise to such  costs,
losses  or  expenses  conformed  to  that  standard  of  conduct  for  directors
prescribed by TRG's corporate governance documents and the Act.

     3.  Exclusivity.  Executive  shall devote her full business time,  efforts,
attention,  skill and energy to the Company's  business,  and shall  effectively
perform her duties  under this  Agreement  and strive to achieve the  objectives
designated by her  Supervisor.  Executive  shall  disclose to the Supervisor her
involvement in any other business  activities 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")  are  involved  and
Executive  shall not  engage  in any  other  business  activities  that  require
significant  personal  services by Executive or in any way diminish  Executive's
ability to effectively  perform her duties  hereunder to the satisfaction of her
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
          3.5. activities approved in advance by the Supervisor;
          3.6. consulting work for Escalator Handrail Company located in Oshawa,
               Ontario,  Canada  ("Escalator   Handrail"),   provided  that  (a)
               Executive  will not without the Company's  prior written  consent
               perform any work for  Escalator  Handrail not within the capacity
               or time frame  described  in the  letter  from  Executive  to the
               Company  disclosing the material  terms of Executive's  agreement
               with  Escalator  Handrail,  which letter is attached as Exhibit A
               hereto  and by  this  reference  incorporated  herein,  (b)  such
               consulting  work does not in any way  interfere or conflict  with
               the Company's or its Affiliates' interests nor affect Executive's
               ability to effectively  perform her duties under this  Agreement,
               and (c) the Supervisor's approval may be withdrawn at any time if
               the  Supervisor  in his  sole  discretion  determines  that  such
               consulting work is in conflict with subsection 3.6(b) above;
               except that  Executive  shall  cease any outside  activity if the
               Supervisor  determines  that  such  activity  will  interfere  or
               conflict with the Company's or its Affiliates' 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  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 product and
services are unique and have  world-wide  application,  and that the Company has
expended significant sums and resources to develop its product 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 her  Employment  by the  Company,  she has had and will
continue to have access to proprietary  information and intellectual property of


                                       2
<PAGE>


the Company and Executive  acknowledges that such information is a highly valued
asset of the Company.  The Company acknowledges and recognizes that prior to her
Employment with the Company,  Executive had considerable knowledge and expertise
related to the telecommunications industry (the "Executive's Prior Knowledge").

          5.1. Confidential  Information.  The  term "Confidential  Information"
means all information  relating to the Company,  its  Affiliates,  customers and
suppliers   considered  by  the  Company  to  be  confidential,   excluding  the
Executive's Prior Knowledge, and 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 her 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  she  shall at no time,
whether  during her  Employment or at any time  thereafter,  disclose or use any
Confidential Information for any purpose other than the conduct of the Company's
business.  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.

          5.3. Notice to Company.  Executive will immediately notify the Company
if she 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  her
Employment  by the Company  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.



                                       3
<PAGE>


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

          5.6.  Return  of  Confidential   Information.   Upon   termination  of
Executive's  employment  or upon request by the Company,  Executive or her legal
representative  shall 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 her 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 her employment:

          6.1.  Salary.  The Company shall pay Executive an annual salary of One
Hundred  Fifty  Seven  Thousand  Four  Hundred  and  00/100   Canadian   Dollars
($157,400.00 Cdn.), 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, Bonuses,  Additional Compensation.  Executive shall
be entitled to  participate in a Company stock option plan and shall be eligible
for bonuses paid in the form of options to acquire  capital stock in the Company
or its Affiliates at such time as the Company elects, in its sole discretion, to
adopt such compensation plans. Options to purchase capital stock pursuant to any
stock  option  plan  or  bonus  arrangement  will  be  at  the  discretion  of a
compensation  committee (the "Committee").  The terms and conditions of any such
stock options or bonus stock payments, including, without limitation, the class,
series and  issuer of the  capital  stock,  number of  shares,  exercise  price,
payment  terms,  grant date,  vesting  schedule and  expiration  date,  shall be
determined at the discretion of the Committee.

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

     8.  Termination.    Executive's employment may be terminated 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.



                                       4
<PAGE>


          8.2. Death.  If Executive dies during the term of her employment,  the
Company shall pay her estate the compensation that would otherwise be payable to
her for the month in which her death occurs,  and her 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 her 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 she will promptly (a) comply with the provisions of subsections 5.5,
5.6 and 5.7 herein and (b) execute and deliver to the Company 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  of this  subsection  8.4 have  been  fully
performed by Executive to the satisfaction of the Company.

     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 its resources in its
business,  operations,  technology,  services, customers and customer prospects,
Executive  acknowledges  that  certain  of her  future  activities  could  cause
material  harm  to the  Company  and  its  Affiliates.  Additionally,  Executive
acknowledges  that  the  Confidential   Information  was  obtained  through  her
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
her  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  prior  written  consent  of  the  Company,   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");


                                       5
<PAGE>


             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 ("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;
             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,  her ability to engage in securities transactions will
be limited. Executive agrees to:

     10.1.  not engage in any transactions that violate the 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 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.



                                       6
<PAGE>


     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. Except for the statutory  standards of conduct set forth
in subsection 2(b) herein, this Agreement and all of Executive's rights pursuant
to her Employment are governed  solely by and  interpreted  consistent  with the
laws (but not the choice of law  rules) of the U.S.  State of  Nebraska  without
giving any effect  whatsoever  to the laws of Canada or the laws of any province
therein.

     15.  Consent  to  Jurisdiction;  Waiver of Service  of  Process.  Executive
acknowledges that the Company is a U.S. corporation  incorporated under the laws
of the U. S. State of Colorado with its parent company's headquarters located in
the U.S. State of Nebraska.  In light of such knowledge,  Executive  consents to
jurisdiction  and waives service of process in accordance with the terms of this
Section 15. The parties hereby  irrevocably  submit to the  jurisdiction  of any
Federal District Court sitting in Denver, Colorado over any action or proceeding
arising out of or relating to this Agreement and/or  Executive's  Employment and
hereby irrevocably agree that all claims in respect of such action or proceeding
may be  heard  and  determined  in such  Federal  District  Court.  The  parties
irrevocably  consent to the service of any and all process in any such action or
proceeding by mailing,  delivering or telefaxing  copies of such process to them
in the manner  provided  by Section 13 herein.  The  parties  agree that a final
judgment in any such action or proceeding,  not subject to further appeal, shall
be  conclusive  and may be  enforced in any other  jurisdictions  by suit on the
judgment  or in any other  manner  provided by law. To the extent that any party
has or hereafter may acquire any immunity from jurisdiction of any court or from
any legal  process  with  respect to itself or its  property,  such party hereby
irrevocably   waives  such  immunity  with  respect  to  this  Agreement  and/or
Executive's Employment.

     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,


                                       7
<PAGE>


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.

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

COMPANY:                               TELEMETRIX SOLUTIONS INC.,
                                       a Colorado corporation

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


EXECUTIVE:                             MARGUERITE MCKEE

                                       By: /s/ Marguerite McKee
                                           -------------------------------------
                                           Marguerite McKee, an individual


































                                       8
<PAGE>


                                    Exhibit A


March 13,2000

Michael Tracy
Telemetrix Inc
1225 Sage St
Gering, Nebraska


Subject: Escalator Handrail Company

Michael,

I provide part-time consulting for Escalator Handrail Company in Oshawa, Ontario
assisting their company in the  implementation  of their Business Strategy using
Structural Consulting  Techniques.  They are first in the world in manufacturing
handrails  for  escalators  and are  expanding  their  business  into other lift
industry  products.  I have been assisting them in reviewing their plans for the
implementation  of both their  three year and one year  business  objectives.  I
anticipate  spending  a few  hours a week ( two to six) of my  personal  time to
support  them in assessing  their plans.  I am also giving them a two and a half
day course in mid-  April  (vacation  days) in the  fundamentals  of  Structural
Thinking  to assist  them in being  self  sufficient.  I expect  to be  finished
working with them by June or July this year.
This is the only activity that I have in a consulting capacity.

Regards,

/s/
Marguerite McKee