Exhibit 10.15 Exchange Agreement between us and Becker Capital Investments, Ltd.



Exhibit 10.15 Exchange Agreement between us and Becker Capital Investments, Ltd.


                        EXCHANGE AND CONVERSION AGREEMENT
                                     BETWEEN
                                 TELEMETRIX INC.
                                       AND
                            BECKER CAPITAL MANAGEMENT


THIS EXCHANGE AND CONVERSION AGREEMENT (hereinafter called this "Agreement")
made and entered into as of this 26 day of May, 2003 by and among TELEMETRIX
INC., a Delaware corporation with offices at 1225 Sage Street, Gering, Nebraska
69341 ("the Company"), and BECKER CAPITAL MANAGEMENT, 7102 LaVista Place, Suite
100, Longmont, CO ("BCM").

WHEREAS, the Company has been organized as a Delaware corporation for the
primary purpose of engaging in the telecommunications business; and

WHEREAS, the Company and BCM have entered into certain loan agreements
("notes"), a schedule of which is identified as Exhibit 1 and is attached to and
made a part of this agreement; and

WHEREAS, the Company has agreed upon the terms and conditions set forth herein,
to an exchange of the notes held by BCM for shares of the common and preferred
capital stock of the Company; and

WHEREAS, the Company and BCM mutually desire to set forth their agreements and
understandings with respect to such exchange of notes for shares of the common
capital stock of the Company and to provide for certain rights of BCM in
connection therewith;

NOW, THEREFORE, for and in consideration of the premises and of the mutual
agreements, provisions and covenants herein contained and the mutual benefits
derived therefrom, the parties hereto do covenant and agree as follows:

1.   Capital Structure of the Company. The Company is a Delaware corporation
     authorized by its Certificate of Incorporation, to issue 25,000,000 shares
     of Common Stock ("Common Stock"), par value $.001 per share, of which
     18,486,176 are outstanding and 5,000,000 shares of Preferred Stock, par
     value of $.001 per share, of which 0 shares are outstanding.

2.   Exchange of notes for Common Stock. As of the date of this agreement, BCM
     shall surrender to the principal office of the Company (or such other
     office or agency of the Company as the Company may designate by notice in
     writing to the holder or holders of the Common Stock of the Company) all
     certificates representing all shares of Common Stock which have been issued
     by the Company to Becker Capital Management, Larry  Becker, his heirs,
     successors or assigns which correspond or were issued in connection or
     association with the schedule of notes attached hereto as Exhibit 1, and
     shall exchange without further cost all notes and shares of Common Stock
     issued as consideration for any of the notes listed in Exhibit 1, for
     632,002 shares of Common Stock of the Company and 17,906.7 shares of
     Preferred Stock. This agreement does not contemplate the surrender of any
     shares of stock which are held by BCM and which  were not a part of any
     transactions between BCM and the Company, and which shares are held by BCM
     as either restricted or unrestricted shares of Common Stock.

3.   Authorization of Issuance of Preferred Stock. This exchange calls for the
     issuance of Preferred Stock. The Company shall promptly take such steps as
     may be necessary or appropriate under the laws of Delaware and the federal
     securities laws to permit the issuance of the Preferred Stock. If the
     authorization and issuance of such Preferred Stock requires an amendment to
     the  Company's Certificate of Incorporation and the adoption by the
     stockholders of such amendment, the Company shall immediately initiate the
     necessary and required documents and corporate meetings. The Preferred
     Stock shall be non-voting stock.

4.   Option of BCM for Registration or Exchange of Stock. At any time, and
     subject to the terms set forth in paragraph 5 of this document, BCM shall
     have the right by providing written  notice to the Company to have the
     Company register in accordance with Paragraph 6 hereof all or any part of
     the Common Stock owned by BCM. if any, held by BCM on a registration
     statement in compliance with the Securities Act of 1933 in order to permit
     the sale or distribution of such stock.

5.   Registration of Stock. If the Company shall receive from BCM a written
     request that the Company register Common Stock under a registration
     statement in compliance with the Securities Act of 1933 as provided in
     paragraph 6 hereof, in order to permit the sale or distribution of such
     stock, the Company, as soon as practicable after giving written notice to
     BCM (which notice shall be given by the Company within ten (10) days after
     receipt of the written request for registration from BCM) that it has
     elected to file a registration statement for the Common Stock held by BCM
     pursuant to this paragraph, will use its best efforts to effect such
     registration and qualify the Common Stock in such jurisdictions as may be
     requested by BCM. Any such registration of shares requested by BCM may
     include shares of Common Stock owned by other shareholders of the Company.
     100,000 (One Hundred Thousand) shares in the aggregate is the minimum
     number of shares that may be included in any registration. Each selling
     shareholder shall bear a pro rata portion of all costs and expenses paid to
     third parties (other than those paid to any affiliate or subsidiary of the
     Company or any shareholder thereof) for registration and filing fees,
     printing expenses, fees and disbursements of counsel, and any accounting
     fees incident to or required by the registration or qualification.
     Underwriting discounts and commissions shall be the pro rata expense of
     each selling shareholder. The Company shall keep effective and maintain any
     such registration statement for such period and to the extent as BCM may
     deem necessary for the purpose of selling or disposing of the shares, and
     from time to time during such period shall amend or supplement the
     prospectus used in connection therewith to the extent necessary in order to
     comply with the applicable law. The Company shall be required to comply
     with the above registration provisions only once, except that if BCM
     receives a Warrant which it is not entitled to exercise until after the
     registration statement has become effective, then BCM shall be entitled to
     a second registration to cover Common Stock acquired by it upon exercise of
     the Warrant an any other shares of Common Stock then still owned by BCM.

     Should the Company at any time seek to register all or any part of its
     Common Stock under a registration statement in compliance with the
     Securities Act of 1933, without having been requested to do so by BCM, in
     accordance with this paragraph, BCM may (in addition to its registration
     rights set forth above) add any or all of such shares of the Company as it
     may own to any such registration. The Company shall bear all costs and
     expenses for registration and filing fees, printing expenses, fees and
     disbursements of all counsel and any accounting fees, including expenses of
     any special audit, incident to or required by any registration not
     requested by BCM. Underwriting discounts and commissions shall be the pro
     rata expense of such selling shareholder.

6.   Indemnification. Prior to the effective date of any registration statement
     relating to any of the shares of Common Stock owned by BCM, the Company and
     BCM shall enter into an agreement providing for reciprocal indemnification
     against any losses, claims, damages or liabilities to which the Company or
     BCM (or controlling persons thereof) may become subject under the
     Securities Act of 1933, as amended, or otherwise, in the form of reciprocal
     indemnification provisions which customarily appear in underwriting
     agreements used by reputable investment bankers.

7.   Acquisition for investment. BCM hereby agrees that the shares of Common
     Stock are being acquired for its own account and not with a view to the
     distribution or resale thereof and the same shall not be sold or
     transferred in the absence of an effective registration statement under the
     Securities Act of 1933 unless an exemption therefrom is available.

8.   Agreements Relating to Rule 144. If and so long as the Company has
     securities registered pursuant to the Securities Act of 1933, the Company
     will (a) file reports in compliance with the Securities Exchange Act of
     1934, and (b) at its expense, forthwith upon the request of BCM, deliver to
     BCM a certificate, signed by the Company's principal financial officer,
     stating (i) Company's name, address and telephone number (including area
     code), (ii) the Company's Securities and Exchange identification number,
     (iii) the Company's Securities and Exchange Commission file number, (iv)
     the number of shares of stock (and other securities) outstanding as shown
     by the most recent report or statement published by the Company and (v)
     whether the Company has filed the reports required to be filed under the
     Securities Exchange Act of 1934 for a period of at least ninety (90) days
     prior to the date of such certificate and in addition has filed the most
     recent annual report required to be filed thereunder. If at any time,
     subsequent to the exchange of BCM's notes for Common Stock, the Company is
     not required to file reports in compliance with either Section 13 or
     Section 15(d) of the Securities Exchange Act of 1934, the Company, at its
     expense will, forthwith upon the written request of BCM, make available
     adequate current public information with respect to the Company within the
     meaning of paragraph (c)(2) of Rule 144 of the General Rules and
     Regulations promulgated under the Securities Act of 1933.

9.   Transfer of Common Stock by BCM. It is expected that BCM shall and BCM
     shall at any time be permitted without any approval, consent or action of
     the Company to, sell, transfer or assign all or any part of the Common
     Stock or other voting or non-voting equity securities of the Company then
     owned by BCM to other individuals, corporations or other entities;
     provided, however, in the event of a sale, transfer or assignment by BCM of
     any of its shares of Common Stock, BCM shall, in the absence of an
     effective registration statement under the Securities Act of 1933 covering
     such shares, provide the Company with an opinion of counsel, satisfactory
     in form and substance to the Company and its counsel, to the effect that
     such sale, transfer or assignment will not require that such securities be
     registered under the Securities Act of 1933. Any such assignee, in
     proportion to its ownership of the Common Stock or other voting or
     non-voting equity securities, shall be entitled to exercise or acquire all
     of the rights or interests which may be exercised or acquired by BCM
     pursuant to the terms of this Agreement; provided, however, that the right
     to request mandatory registration under paragraph 5 shall be exercisable
     only by the then owners of a majority interest of the Common Stock
     previously held by BCM.

10.  Notices and Addresses. All notices or other communications in connection
     herewith shall be in writing and shall be mailed by first class or air
     mail, postage prepaid to the following addresses and to the attention of
     the party in question:

     Larry Becker
     Becker Capital Management
     7102 LaVista Place
     Suite 100
     Longmont, CO
     80503

     Or at such other addresses as may have been furnished to the other parties
     in writing.

11.  No additional Classes of Common Stock. The Company shall not create any
     additional classes of common capital stock.

12.  Termination of Agreement. This Agreement shall terminate only upon the
     exercise by BCM of all of its rights for registration or exchange of stock
     as set forth in paragraphs 2, 4 and 5 hereof or by the mutual written
     consent of the Company and BCM.

13.  Amendments. This agreement may be amended only by written amendment signed
     by BCM and the Company.

14.  Complete Agreement. This Agreement contains all of the Agreements and
     understandings between the parties here-to relative to the transaction
     contemplated herein.

15.  Choice of Law. This agreement and all matters pertaining thereto shall be
     construed under he laws of the State of Nebraska.

16.  Signatures. This Agreement may be executed in counterparts, with each such
     duly executed counterpart having the same validity, force and effect as the
     original.

17.  Facsimile. A facsimile copy of this document and any signatures shall be
     considered for all purposes and intent as legal and binding originals.


IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on the
date first above written.



Becker Capital Management                         Telemetrix Inc.

/s/Larry Becker                                   /s/Michael J. Tracy
----------------------------                      -----------------------------
Larry Becker                                      Michael J. Tracy, President


Telemetrix Inc.                                   Telemetrix Inc.

/s/Michael L. Glaser                              /s/William L. Becker
-----------------------------                     ----------------------------
Michael L. Glaser                                 William L. Becker, Chairman
Secretary                                                  Board of Directors






                                    EXHIBIT 1

                                                                       Total            03/31/2003
            Date of                         Interest                 Accrued           Share price
Note #      Loan                                Rate   Principal        Int.      Total   at $0.15
--------------------------------------------------------------------------------------------------
30-01 (31)  04/06/2001  Becker Capital Mgmt   10.00%   75,000.00   15,750.00  90,750.00    605,000
30-02 (32)  04/30/2000  Becker Capital Mgmt   10.00%   50,000.00   10,500.00  60,500.00    403,333
30-03 (33)  05/30/2001  Becker Capital Mgmt   10.00%   30,000.00    6,300.00  36,300.00    242,000
30-04 (34)  06/14/2001  Becker Capital Mgmt   10.00%   80,000.00   16,800.00  96,800.00    645,333
30-05       07/02/2001  Becker Capital Mgmt   10.00%   25,000.00    5,250.00  30,250.00    201,667
30-06       07/31/2001  Becker Capital Mgmt   10.00%   64,000.00   13,440.00  77,440.00    516,267
30-07       08/21/2001  Becker Capital Mgmt   10.00%   25,000.00    5,250.00  30,250.00    201,667
30-08       10/26/2001  Becker Capital Mgmt   10.00%   20,105.64    4,222.18  24,327.82    162,185
067         01/30/2002  Becker Capital Mgmt   10.00%   50,000.00   10,500.00  60,500.00    403,333
071         07/12/2002  Becker Capital Mgmt   10.00%   24,963.59    1,816.79  26,780.38    178,536
072         07/30/2002  Becker Capital Mgmt   10.00%   25,000.00    1,694.44  26,694.44    177,963
073         08/06/2002  Becker Capital Mgmt   10.00%    8,000.00      526.67   8,526.67     56,844
074         08/21/2002  Becker Capital Mgmt   10.00%   35,000.00    2,158.33  37,158.33    247,722
075         09/04/2002  Becker Capital Mgmt   10.00%   16,000.00      924.44  16,924.44    112,830
            11/07/2002  Becker Capital Mgmt   10.00%    3,500.00      140.00   3,640.00     24,267
            12/06/2002  Becker Capital Mgmt   10.00%    5,000.00      159.72   5,159.72     34,398

                                              Totals               95,432.59 632,001.82  4,213,345

                                                                           *Total Shares 4,213,345


*This number is after adjustment to the conversion value of the notes,
reflecting an interest rate of 10% on all notes, interest computed on an
annually compounded basis through March 31, 2003.