Exhibit 10.13 Exchange Agreement between us and WYSE Investments Ltd.



Exhibit 10.13 Exchange Agreement between us and WYSE Investments Ltd.


                               EXCHANGE AGREEMENT
                                    BETWEEN
                                TELEMETRIX INC.
                                      AND
                             WYSE INVESTMENTS, LTD


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 ("Company"), and WYSE Investments Ltd. with offices at: PO Box 143 GT
Grand Cayman Island, BWI ("WYSE").

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

WHEREAS, WYSE holds stock in the Company;

WHEREAS, the Company has agreed upon the terms and conditions set forth herein,
to an exchange of the Common Stock held by WYSE for new issue preferred capital
stock of the Company; and

WHEREAS, the Company and WYSE mutually desire to set forth their agreements and
understandings with respect to such exchange of common capital stock for new
issue preferred capital stock of the Company of the Company and to provide for
certain rights of WYSE 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 Common Stock capital stock for new issue preferred shares of
     stock. As of the date of this agreement, WYSE 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) certificates representing
     2,000,000 shares of Common Stock which have been issued by the Company to
     WYSE, successors or assigns, and shall exchange without further cost
     500,000 shares of Common Stock for 75,000 shares of Common Stock and 2,125
     shares of Preferred Stock. This agreement does not contemplate the
     surrender of any shares of stock which are held by WYSE and which were not
     a part of any transactions between WYSE and the Company, and which shares
     are held by WYSE 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 WYSE for Registration or Exchange of Stock. At any time, and
     subject to the terms set forth in paragraph 5 of this document, WYSE 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 WYSE. if any, held by WYSE 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 WYSE 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
     WYSE (which notice shall be given by the Company within ten (10) days after
     receipt of the  written  request for registration from WYSE) that it has
     elected to file a registration statement for the Common Stock held by WYSE
     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 WYSE. Any such registration of shares requested by WYSE 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 WYSE 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 WYSE
     receives a Warrant which it is not entitled to exercise until after the
     registration statement has become effective, then WYSE 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 WYSE.

     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 WYSE, in
     accordance with this paragraph, WYSE 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 WYSE. 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 WYSE, the Company
     and WYSE shall enter into an agreement providing for reciprocal
     indemnification against any losses, claims, damages or liabilities to which
     the Company or WYSE (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. WYSE 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 WYSE, deliver
     to WYSE 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 WYSE'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 WYSE, 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 WYSE. It is expected  that WYSE shall and WYSE
     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 WYSE to other individuals, corporations or other entities;
     provided, however, in the event of a sale, transfer or assignment by WYSE
     of any of its shares of Common Stock, WYSE 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 WYSE
     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 WYSE.

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:

           WYSE

     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 WYSE 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 WYSE.

13.  Amendments. This agreement may be amended only by written amendment signed
     by WYSE 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.



WYSE Investments, Ltd.                             Telemetrix Inc.

/s/ illegible                                      /s/Michael J. Tracy
----------------------------                     -----------------------------
By:                                                 Michael J. Tracy, President


Telemetrix Inc.

/s/Michael L. Glaser
----------------------------
Michael L. Glaser, Secretary