10KSB

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-KSB

[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED December 31, 2006
OR
[   ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE
TRANSITION PERIOD FROM ____ TO ____

COMMISSION FILE NUMBER 000-14724

TELEMETRIX INC.
(Name of small business issuer in its charter)

DELAWARE	470830931
(State or other jurisdiction	(I.R.S. Employer
of incorporation or organization)	Identification No.)

6650 Gunpark Drive, Suite 100, Boulder, CO 80301
(Address of principal executive offices) (Zip Code)

303-652-0103
(Registrant’s telephone number, including area code)

7105 La Vista Place, Suite 100, Longmont, Colorado 80503
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act: Common Stock, Par Value $0.001

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes  [X]    No  [   ]

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  [   ]    No [X]

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB.  [X]

State issuer’s revenues for its most recent fiscal year: $428,112.

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of a specified date within the past 60 days. (See definition of affiliate in Rule 12b-2 of the Exchange Act.) $3,609,667 as determined by the closing price of $0.02 on December 31, 2006.

Note: If determining whether a person is an affiliate will involve an unreasonable effort and expense, the issuer may calculate the aggregate market value of the common equity held by non-affiliates on the basis of reasonable assumptions, if the assumptions are stated.

(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Check whether the issuer has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.
Yes  [   ]    No  [   ]

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date. 180,483,368 shares of common stock outstanding as of March 15, 2007.

DOCUMENTS INCORPORATED BY REFERENCE

If the following documents are incorporated by reference, briefly describe them and identify the part of the Form 10-KSB (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) any annual report to security holders; (2) any proxy or information statement; and (3) any prospectus for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1990).

     Transitional Small Business Disclosure Format     Yes    [   ]     No  [X]

TELEMETRIX INC.
INDEX

		Page
Part I		3
Item 1	Description of Business	3
Item 2	Description of Property	11
Item 3	Legal Proceedings	12
Item 4	Submission of Matters to a Vote of Security Holders	14
Part II		14
Item 5	Market for Common Equity and Related Stockholder Matters	14
Item 6	Management’s Discussion or Plan of Operation	16
Item 7	Financial Statements	20
Item 8	Changes In and Disagreements with Accountants and Financial Disclosure	21
Item 8A	Control and Procedures	21
Part III		21
Item 9	Directors Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act	21
Item 10	Executive Compensation	24
Item 11	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	26
Item 12	Certain Relationships and Related Transactions	28
Item 13	Exhibits, and Reports on Form 8-K	29
Item 14	Principal Accountant Fees and Services	29

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PART I

ITEM 1. DESCRIPTION OF BUSINESS

Business Overview

Throughout this document, Telemetrix Inc. and its subsidiary are referred to as “we” “the Company” “our” or “Telemetrix”.

Telemetrix is a wireless mobile telecommunications service provider and network operator, with headquarters in Boulder, Colorado. The Company is a provider of third generation (3G) network connectivity for machine-to-machine applications, with immediate plans to expand into high speed data and voice services.

Organizational Structure

Telemetrix Inc. is a Delaware corporation and has its principal executive offices in Boulder, Colorado, 6650 Gunpark Drive, Suite 100, Boulder, Colorado 80301 (telephone number 303-652-0103).

Telemetrix Inc. was formed through a series of corporate combinations, as follows:

o On January 2, 1999, Telemetrix Resource Group, Inc., a Colorado Corporation (“TRG, Inc.”), acquired Telemetrix Resource Group Limited (TRG Ltd.), a Nova Scotia corporation from Hartford Holdings Ltd., TRG Ltd.‘s sole shareholder, in accordance with a share exchange and plan of reorganization;

o On March 22, 1999, Arnox Corporation (an inactive public corporation), TRG Inc. and Tracy Corporation II d/b/a Western Total Communication (“WTC”) executed a Plan of Reorganization, which contemplated a share exchange and reorganization transaction, which is referred to hereafter as “the combination”;

o On April 5, 1999, the first phase of the combination occurred, whereby Arnox acquired 100% of the issued and outstanding common shares of TRG Inc. in exchange for 6,127,200 shares of Arnox’s common stock;

o Thereafter, Arnox’s historical financial statements become those of TRG Ltd., as TRG Ltd.‘s operations were the ongoing operations of the combined companies;

o On September 22, 1999, the final phase of the combination closed, whereby, we acquired 100% of the issued and outstanding common shares of WTC in exchange for 5,372,800 shares of Arnox’s common stock;

o Through these combinations, the stockholders of WTC and TRG, Inc. acquired a total of 11,500,000 shares of Arnox common stock (approximately 90%) and therefore acquired control of Arnox;

o After the combination, the companies changed their names to reflect their complementary businesses, as follows: (a) Arnox became Telemetrix Inc.; (b) TRG Ltd. became Telemetrix Solutions, Inc.; and (c) WTC became known as Telemetrix Technologies; and

o Tracy Corporation II, a Nebraska corporation, became our wholly owned subsidiary. Tracy Corporation II is also doing business as Convey Communications.

As of December 31, 2006 we have 180,483,368 shares of our common stock outstanding.

The Company

Telemetrix Inc. (dba Telemetrix Communications, Inc.), is an FCC-licensed operator of wireless communications services, based in Boulder, Colorado. Telemetrix is a public company that trades on PinkSheets under the symbol TLXT. The Company was founded in 1999, acquired its FCC licenses in 2000, and initially focused on paging and telemetry services. During 2006, the Company upgraded its switch and network infrastructure to an R4 packet-based solution that has the capability to support up to 10 million users. Telemetrix’s roaming agreements provide access to Cingular, T-Mobile, Dobson, Rogers Canada, TelCel and additional GSM networks. Unlike MVNOs and resellers, Telemetrix provides access to Global Systems for Mobile Communications (GSM) services in North America with a single SIM card, streamlining billing, customer care and distribution complexities.

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The Technology

GSM

Telemetrix belongs to the GSM Association (GSMA), which represents more than 700 mobile phone operators across the globe. The primary goals of the GSMA are to ensure that mobile devices and services work globally, network seamlessly, and are easily accessible. GSM (Global System for Mobile communications) is an open, digital cellular technology used for transmitting mobile voice and data services. GSM is the predominant wireless technology in the world, with over 80% global market share, compared to other wireless technologies. GSM’s technology platforms include General Packet Radio Service (GPRS), Enhanced Data rates for GSM Evolution (EDGE, and third generation GSM service (3GSM) based on W-CDMA and HSDPA access technologies.

      GSM Roaming

Another major benefit is GSM’s international roaming capability. Roaming is a general term in wireless telecommunications that refers to the extending of connectivity service in a location that is different from the home location where the service was registered. Roaming occurs when a subscriber of one mobile communications service provider uses the facilities of another mobile communications service provider. This allows subscribers to access the same services when traveling that is available at home. The second provider has no direct pre-existing financial or service agreement with the subscriber to send or receive information. Roaming Agreements negotiate the pricing between the two service providers, and the subscriber’s device will usually indicate when it is roaming. Additional charges, if any, will appear on the subscriber’s next bill. GSM roaming gives mobile communication users seamless and same number connectivity in more than 210 countries. GSM satellite roaming also has extended service access to areas where terrestrial coverage is not available.

Company Background

From 1999 to 2004, the company focused on the FCC licenses, Intellectual Property Rights, roaming agreements, utility meter reading and its paging and wireless business. Since 2004, the Company has focused on providing data services to small and medium sized businesses.

      FCC Licenses

Telemetrix’s wholly owned subsidiary, Tracy Corporation II, holds the following Federal Communications Commission radio frequency licenses:

o Personal Communications System (PCS) licenses, referred to by the FCC as the Basic Trading Area (BTA) 411 license for Scottsbluff, Nebraska. Telemetrix was granted 30 MHz of spectrum in BTA-411, allowing for three bands of PCS service. This license entitles the Company to operate a GSM mobile voice communications telephone service to residents in this area, and also allows roaming privileges on our network and on other carrier’s networks.

o Paging and Mobile Telephone licenses serving locations in Western Nebraska, Eastern Wyoming and Northeastern Colorado.

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      Intellectual Property

On January 11, 2000, the US Patent and Trademark Office (PTO) issued the company Patent No. 6,014,089, which is directed to an apparatus and method for transmitting data to and from a data collection devise using the SMS functionality of the control channel of wireless communication system.

On November 21, 2004, the PTO issued the company Patent No. 6,150,955 which is directed to the use of a telemetry data system for monitoring certain digital packets associated with a digital communications control channel, the identification of certain packets, and the replacement of certain non-information bearing packets with packets that contain useful data and information.

On April 9, 2002, the PTO issued the company Patent No. 6,369,719 which is directed to an apparatus and method for collecting and transmitting utility meter data and other information by means of a wireless network.

These patents were used to pursue opportunities in utility metering, including the sale of application-specific telemetry hardware and software. During the third quarter of 2002, it was determined that direct competition with hardware companies was unrealistic, and the company began to focus on offering short message service (SMS) plans.

      Roaming Agreements

Roaming Agreements are bi-lateral contracts that establish the commercial terms between two network operators. Telemetrix currently has Roaming Agreements with Cingular, T-Mobile, Dobson, Rogers Canada and TelCel Mexico, providing complete coverage in North America.

      Paging

Telemetrix owned and operated a wireless paging service from 1999 until June 2006. At that time, the service was discontinued and customers were transferred to a paging company in Scottsbluff, Nebraska. Revenues from the paging service were approximately $5000 per month, and did not justify the continued operating expenses. The paging service is not consistent with Telemetrix’s plans to focus on advanced telecommunications services. The general use of wireless paging service is declining and paging service revenue is decreasing on paging systems nationwide.

      Wireless Mobile Service

Telemetrix owns and operates a wireless mobile communications service. Our wireless mobile service provides local network coverage in western Nebraska and eastern Wyoming only. Although Telemetrix is licensed to provide voice services in its Basic Trading Area in Nebraska, the company does not actively seek home users. Rather, its revenues are drawn from other carrier’s voice traffic that ‘roams’ on the Telemetrix network. The income from providing this service is known as “roaming revenue”.

Company Restructuring

In 2005, the primary investors in Telemetrix made a decision to resume day-to-day oversight of the Company’s operations, moving the corporate office from Gering, Nebraska to Boulder, Colorado. A new staff was hired to accomplish the following:

o Bring the company current with filing requirements for the Security Exchange Commission (SEC)

o Address regulatory and compliance issues with the Federal Communications Commission (FCC)

o Analyze concerns with the switch and network

o Reduce operating expenses

o Drive incremental sales and marketing

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o Develop a web presence and strategy

o Explore opportunities for additional operating lines to increase revenue

To date the Company has accomplished the following milestones:

Completely overhauled its network architecture by replacing non-compliant pre-production hardware with a carrier grade Nokia R4 solution. Provides for significant cost savings over previous system. Filed with the FCC and confirmed compliance with construction/coverage requirements to provide service to 66% of the population. License renewal granted in January 2007.

Updated network infrastructure meets FCC requirements for Enhanced-911 and CALEA (Communications Assistance for Law Enforcement Act).

Executed new service contracts for out-collect billing, in-collect data processing, end-user billing, financial clearing, network maintenance, support and hosted services.

Completed technical roaming testing with Cingular, Dobson, Rogers Canada, T-Mobile and TelCel. Held a shareholders meeting on October 27, 2006.

Discontinued paging business, reducing operating costs.

Implemented billing system for SMS and GPRS.

      Switch and Network Upgrade

In March 2006, Telemetrix contracted with Pario Solutions for a Hosted Services package for our GSM/GPRS Network. Pario provided Telemetrix with an R4 switch solution which allows for remote media gateways using IP connectivity. Telemetrix moved to a hosted solution because the previous switch was not compliant with FCC E-911 regulations or Department of Justice CALEA regulations. The Pario switch provides full regulatory and roaming partner compliance (CAMEL, E-911 and CALEA requirements, plus the FCC 66% build-out requirement).

Telemetrix’s GSM radio equipment was also upgraded and linked back to a centrally-located Base Station Controller (BSC). The BSC is linked to an adjacent Multimedia Gateway (MGW), which in turn, is linked to a remotely located Mobile Switching Center (MSC) and the Home Location Register (HLR). All voice paths remain within our local domain, while the call control and service intelligence are located remotely, in Pario’s facilities. The remote MSC and HLR provide compliance with FCC mandates such as Local Number Portability, E-911 and CALEA, while also offering the capacity for adding enhance GPRS service.

The Nokia MSC Server is a circuit-switched call control product offering all GS and 3G circuit-switched services and it is based on 3 GPP Release 4 standards. With 3GPP R4, the MSC functionality is split into two distinct logical entities, the MSC server, responsible for the call control and the control of the media gateways (MGW’s), and the MGW which handles user traffic. The R4 MGW is able to perform all necessary user processing with a packet-based transmission network. The Nokia R4 MGW has connections to 2G and 3G wireless, ATM/IP backbone and the PSTN/ISDN.

Pario Solutions engineered, installed and commissioned the R4-compliant Nokia Network equipment including outdoor Omni BTS’s, 1 BSC with Transcoder and a Media Gateway, completing the upgrade in the fall of 2006. This upgrade allowed the company to provide coverage of 66% of its BTA population. Meeting this requirement ensures that the company’s FCC licenses will be granted in perpetuity.

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Pario Solutions engineered, installed and commissioned the R4-compliant Nokia Network equipment including outdoor Omni BTS’s, 1 BSC with Transcoder and a Media Gateway, completing the upgrade in the fall of 2006. This upgrade allowed the company to provide coverage of 66% of its BTA population. Meeting this requirement ensures that the company’s FCC licenses will be granted in perpetuity.

Service Offerings

The Company offers Data services.

      Short Message Service

The Company has been offering Short Message Service (SMS) for a number of years. SMS is a globally accepted wireless service that enables the transmission of alphanumeric messages between mobile subscribers and external systems, and is also used in machine-to-machine (M2M) applications. This service is generally used by our customers for telemetry systems, involving the use of remote devices for data collection, analysis and messaging. The company has two U.S. patents related to telemetry and data transmission.

Telemetrix provides nationwide GSM network access on a wholesale basis for hardware that communicate via SMS. We activate Subscriber Identity Module (SIM) cards for telemetry and telematic applications, and have rate plans that are data only (no monthly voice service fees). The company delivers nationwide GSM data service through agreements with network roaming partners, primarily Cingular and T-Mobile.

Future Offerings

      GPRS

GPRS data services are currently under certification. GPRS is the standard for wireless communications that run at speeds up to 115 kilobits per second. It provides continuous connection to the Internet for mobile phone, PDA, smartphone and computer users. The higher data rates allow for a wide range of corporate and consumer applications such as web browsing, document sharing, collaborative working, still and moving image, corporate and internet e-mail, vehicle positioning, remote LAN access, dispatch and file transfer. Certification from our roaming partners is expected in first quarter 2007.

      Voice Services

Postpaid Voice services will be available in March 2007, Convey will offer postpaid voice services to small and medium enterprises through resellers who can then offer voice services to end-users Prepaid voice plans will be available in the second quarter of 200 7 for cross-border roaming traffic, such as business and personal travel, students, and those living near the border.

Market and Opportunity

      Data Services Market and Opportunity

The US wireless data market continues to grow rapidly, with overall data service revenue at $15B in 2006. According to In-Stat, 75% of organizations now use at least one data application, and the number of total data users increased a dramatic 20% in one year (from 2005 to 2006). Business uses typically include horizontal applications such as a company’s intranet, e-mail or web-based applications. But vertical applications are increasing, especially in manufacturing, inventory management, warehouse applications and field operations/dispatch.

Telemetrix will target two primary markets with its SMS and GPRS service: Businesses that require telemetry or machine-to-machine communications; and high speed data for personal digital assistants (PDA’s) or ‘smartphones.’

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Sales and Marketing Strategy

In December 2006, Telemetrix recruited a VP of Sales to help develop the sales strategy for the company and assist in its execution.

The overall sales strategy of Telemetrix will be to utilize a combination of channels to the worldwide market, which have historically been successful in penetrating various vertical markets, such as Strategic Partnerships and Retail Channels.

In December of 2006, Telemetrix initiated a market trial with on-line Google advertising. This has proved to be a positive test of our pricing and target market. Initially, Telemetrix will focus on the following for its marketing and promotional plans:

o Trade Shows Web Site

o Brand Awareness

o Customer Relationship Management (CRM) Database

o Press Releases

Competitive Analysis

The market segment in which the Company competes and intends to compete is both competitive, risky, and is continually subject to price wars. The market for all of our services will continue to be competitive and subject to technological changes that we may be unprepared to compete against. Telemetrix’s main competitors include T-Mobile, Cingular, Verizon, Sprint, Rogers Communications, and their resellers, such as Kore Telematics and Raco Wireless. These carriers have substantially longer operating histories, greater name recognition, larger customer bases and greater financial and technical resources than us. Because we are financially and operationally smaller than our competitors, we will encounter difficulties in capturing market share. Our competitors are able to conduct extensive marketing campaigns and create more attractive pricing for their target markets than we are. In addition, we do not have an established brand name or reputation while most of our competitors have significantly greater brand recognition, customer bases, operating histories, and financial and other resources. Telemetrix’s offering is differentiated from its likely competitors by the following key factors, which represent the core of the Company’s competitive edge:

o Competitive bilateral roaming agreements.

o Targeting of small to medium size business that do not meet the major carrier’s volume/revenue requirements.

o Direct connectivity for mobile virtual network operators (MVNO), resellers, content partners and other service providers at no additional cost. This direct connectivity allows for unique service offerings such as Short Codes, GPRS segmentation and customization above and beyond what the incumbents allow for small customers.

The management of Telemetrix understands that the wireless telecommunications industry is one of the most competitive in the world. The company believes that competitive pricing and niche opportunities will obtain a small market share for a viable and profitable business.

Employees

We have three full time employees in our Boulder office and three virtual employees in Dallas, Toronto, and the Cayman Islands.

o CEO, President, and CFO

o Vice President of Sales

o Vice President of Engineering

o Director of External Affairs

o Financial Accountant

o Billing Accountant

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Cost of Compliance with Environmental laws

We have no costs associated with environmental regulations related compliance and we do not anticipate any future costs associated with such compliance.

Governmental Regulations

Wireless telecommunications services are subject to significant regulation. We could become subject to additional regulatory requirements as our services grow. We are subject to regulations under the Communications Act of 1934, which includes the Telecommunications Act of 1996. The Federal Communications Commission (FCC) regulates the facilities and services we use to provide, originate, or terminate interstate or international communications. Our PCS and other wireless services require radio frequency licenses from the FCC or a contractual arrangement with a licensee. We have PCS licenses, which was obtained in the C and F Block License Auctions. We maintain FCC licenses on all of the communication facilities. The PCS license is granted on a 10-year basis with an expectation of renewal at the end of that term.

Material Agreements

On April 3, 2006, the Company entered into a Hosting Agreement and an Equipment Supplier Agreement with Pario Solutions, a Nokia value added reseller located in Texas. This Hosting Agreement allows the Company to comply with Federal Communications Commission and Department of Justice requirements for wireless carriers, as well as provide a higher level of wireless services. The transition from the switch in Gering, Nebraska to Dallas, Texas took place in September 2006. In the Equipment Supplier Agreement, the Company agreed to purchase $794,000 of Nokia equipment, software and services from Pario.

On September 29, 2006, the Company entered into a Master Services Agreement with Verisign, Inc. for outcollect billing and exchange services. This software billing license allows the Company to exchange billing information with its cellular roaming partners, including T-Mobile, Cingular and Dobson Communications. The monthly fees for the outcollect billing and exchange services has a $5,000 minimum per month with per record rates once the Company achieves a certain volume of transactions. The initial term of the contract will terminate on December 31, 2008.

On October 12, 2006, the Company entered into a three year Master Services Agreement for postpaid billing and provisioning services with Haagenti Group Inc. This software billing license allows the Company to create a system for switching and billing telephone calls, managing associated hardware, configuration, and provisioning with Pario Solutions equipment. The monthly fees are a minimum of $3,000 per month or 2.5% of revenue with increased minimums once we obtain 10,000 customers.

Loans and Loan Conversions

On October 2, 2006, the Company issued convertible promissory notes for $2,547,214 to Becker Capital Management LLC and LB Becker Consulting Inc. (“Becker”) in exchange for their cancellation of existing demand notes of $2,382,000 principal and $165,214 of accrued interest and a future funding commitment of $800,000. The convertible promissory notes pay interest at 15% per annum and provide a conversion feature, based on the prior 10 day average stock trading price of the Company’s common stock on Pinksheets on October 2, 2006, which was $.015 per share. The notes mature on December 31, 2007.

The Company has issued demand notes to Nyssen LP (“Nyssen”) totaling $713,259 for advances from November 30, 2004 through December 30, 2006. The demand notes pay interest at 15% per annum and are due on demand. During 2005 and 2006, the Company received $390,000 and $323,259 in advances from Nyssen and recorded interest expense of and $18,585 and $97,996.

On December 31, 2004, the Company issued a $467,000 term note to Tracy Broadcasting Corporation with interest at 10% per annum and a maturity date of December 31, 2006. The note is convertible into common shares at the rate of $.02 per share. The note evidences prior advances made to the Company in 2002 and 2003. The Company recorded $46,700 and $51,370 of interest expense on this note during 2005 and 2006. See Note 5.

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In November 2006, the Company issued the following common shares for the convertible debt described below:

May 2003 Exchange and Conversion Agreements	31,310,208
May 2003 Stock Purchase Agreement	3,519,004
Deferred Officer Compensation	6,479,474
February 2003 Convertible Promissory Note	36,175,000
November 30, 2004 Settlement Agreement	60,000,000
November 30, 2004 Settlement Agreement Future Funding	16,000,000
Total shares issued	155,483,686

May 2003 Exchange and Conversion Agreements:

During May 2003, the Company, through corporate resolution, agreed to convert existing corporate indebtedness of major shareholders and investors in the company into equity through an approved corporate exchange of non-issued common shares for notes and accrued interest aggregating $4,107,297. The conversion of debt to equity by those participating note holders would include the issuance of preferred and common shares since the Company did not have a sufficient number of authorized common shares to complete the transaction. The Corporation’s Amended Articles of Incorporation (“Articles”) authorizes the Corporation to issue up to 5,000,000 Preferred Shares, with a par value of $.001 (“Preferred Shares”) in one or more series at such price and in such number as authorized by the Board of Directors. Accordingly, the Board of Directors designated 250,000 Preferred Shares as Series D Preferred Shares (see Note 8). In addition to the stated interest rates through 2003 the Company has agreed to issue an aggregate of 16,650,301 shares of common stock as additional consideration for the loans. These shares have been valued at $3,951,927, which represents the fair market value of the shares on the dates of the loans. The parties to the agreements subsequently agreed to accept common stock in lieu of the combination of preferred and common. In November 2006, the Company issued 31,310,208 shares of common stock in to fulfill its obligations under the agreements.

May 2003 Stock Purchase Agreement:

During May 2003 the Company agreed to issue 10,042,500 shares of common stock to an officer for the conversion of notes aggregating $401,700. During the year ended December 31, 2004, the Company issued 6,523,496 of these common shares and reduced the stock subscription by $260,940. In November 2006, the Company issued the remaining 3,519,004 shares of common stock due to the former officer.

November 30, 2004 Settlement Agreement:

During October 2003 the Company entered into a funding agreement with Nyssen LP (“Nyssen”) under which the Company would be able to borrow up to $2,000,000 in the form of convertible notes. As of November 30, 2004, the Company was advanced an aggregate of $1,600,025 pursuant to this funding agreement. Pursuant to an amended agreement dated November 30, 2004, Nyssen agreed to convert the $1,600,025 into common shares at $.04 per share receiving subscriptions for 40,000,000 shares of common stock. In the same agreement, an entity related to Nyssen received subscriptions for 20,0000,000 shares of common stock for services. In November 2006, the Company issued 40,000,000 share of common stock to Nyssen in exchange for the $1,600,025 note and 20,000,000 to their affiliate for services.

As provided in the November 30, 2004 agreement, Nyssen and another affiliate of the Company, Becker Capital Management LLC (“Becker”) agreed to invest an additional $600,000 for a total of 18,000,000 shares of common stock. Both Nyssen and Becker advanced the Company $600,000 in 2005. In November 2006, the Company issued 7,000,000 shares of common stock to Nyssen and 11,000,000 shares to Becker.

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February 2003 Convertible Promissory Note:

On February 3, 2003, the Company issued a $30,000 term note with interest at 10% per annum payable to a related party which required three installment payments of $10,000 each on March 3, 2003, April 3, 2003 and May 3, 2003. The note provided a penalty that in the event a payment was not received, within 5 days of each due date, the Company would be declared in default. The holder of the note would then be entitled to receive shares of stock of the Company at $0.11 per share, for outstanding principal balance including interest. Additionally, for each 30 days beyond the due date, additional shares would be computed at the rate of ½ of the initial conversion rate. On November 30, 2004, the note plus $4,757 in accrued interest was converted into shares of stock of the Company, at par, with the holder to receive 36,175,000 shares of common stock. In November 2006, the Company issued the related party 36,175,000 shares of common stock.

Office Lease Agreements

Our office lease agreements are summarized below under Item 2, Description of Properties.

ITEM 2.     DESCRIPTION OF PROPERTIES

Office Space

      Boulder Office Space

We have an office in Boulder, Colorado, in the office of Becker Capital Management, located at 6650 Gunpark Drive, Suite 100, Boulder Colorado. This office is used for accounting and general and administrative functions. The Company leases its office from an officer of the Company at a rate of $2,500 per month pursuant to a lease expiring in October 2007:

      Scottsbluff Office Space

The Company entered into a three year lease agreement in May 2006 for 965 square feet of office space located at 1721 Broadway, Suites 412 and 413, Scottsbluff, Nebraska 69361, to warehouse our media gateway equipment for $980 per month.

     Gering Office Space:

Our wholly owned subsidiary, Tracy Corporation II, leased 5,168 square feet of office space at 1225 Sage Street in Gering, Nebraska from our former Chief Executive Officer, Michael Tracy, for a monthly lease payment of $1,860. This lease expired on October 31, 2006.

Towers

We own tower sites in the following locations:

o Wheatland, Wyoming

o Torrington, Wyoming

o Henry, Nebraska

o Gering, Nebraska

o Bushnell, Nebraska

o Kimball, Nebraska

o Sidney, Nebraska

o Oshkosh, Nebraska

o Minatare, Nebraska

o Ogallala, Nebraska

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We rent tower sites in the following locations:

o Alliance, Nebraska

o Scottsbluff, Nebraska

o Dix, Nebraska

The leases and rental agreements pertaining to these tower sites are generally a five year term. Rental charges are based on a monthly rate calculated by the number of feet of tower space between the antenna location on the tower and the ground multiplied by a per foot rate, plus a monthly charge for equipment space within the building at the base of the tower site used to house equipment.

ITEM 3.     LEGAL PROCEEDINGS

On April 12, 2006, Michael J. Tracy filed a complaint in the District Court for Scottsbluff County, Nebraska, against the Company, in Case No. CI-06-291. Mr. Tracy is the former CEO and Director of the Company. The Complaint alleges that the Company owes Mr. Tracy $3,378,129 as of April 1, 2006, including principal and interest for loans Mr. Tracy made to the Company at various times in 2001 and 2002. The loans are represented by demand notes. On May 26, 2003, Mr. Tracy and the Company entered into an agreement for the exchange and conversion of these notes for preferred stock of Telemetrix. The Complaint alleges that Telemetrix has failed to perform this agreement. In November 2006, the Company tendered 23,894,351 shares of common stock to Mr. Tracy in satisfaction of the May 26, 2003 Exchange and Conversion Agreement and 3,472,789 shares of common for deferred compensation. Additionally, the Company has offered Mr. Tracy the right to exchange the 23,894,351 share of common stock for 101,551 shares of Series D preferred share and 3,584,151 shares of common pursuant to the May 26, 2003 Agreement. Mr. Tracy returned the shares tendered claiming that he did not agree to accept common shares in lieu of preferred shares. Mr. Tracy gave no explanation for returning the common shares he agreed to accept as deferred compensation. The Company has meritorious defenses to the Complaint, and is vigorously defending this legal action. Additionally, the Company has filed counterclaims against Mr. Tracy in connection with the Complaint. The parties are now conducting discovery in this case.

On September 10, 2004, the Company filed a Complaint in the United States District Court in the Southern District of New York against Michael Tracy (“Tracy”), Michael L. Glaser (“Glaser”), and William W. Becker (“Becker”), in case number 04CV7255. The Complaint sought an award for compensatory damages, an injunction against Tracy, Glaser and Becker for breach of fiduciary duty, costs and expenses for litigation (except fees and other disbursements) including reasonable attorney’s fees, and against Tracy for conversion, and such other and further relief as may be deemed just and proper.

On September 16, 2004, the Company filed a complaint in the United States District Court for the District of Nebraska, in case number 7:04CV5020, against TowerGate Finance, Ltd., (“TowerGate”) and Nyssen, LP (“Nyssen”). The Complaint alleges fraudulent misrepresentations against TowerGate, fraudulent concealment against Nyssen, breach of fiduciary duty against TowerGate, civil conspiracy against TowerGate and Nyssen, breach of contract against TowerGate, and breach of the covenant of good faith and fair dealings against TowerGate. The Complaint seeks preliminary and permanent injunction, declaratory judgment and an accounting. The Complaint also requests a jury trial.

On December 10, 2004, the Company, Tracy, Glaser and Becker and our other majority shareholders and TowerGate and Nyssen entered into a binding agreement (“Agreement”) dated as of November 30, 2004, in which the parties agreed to dismiss the above described lawsuits, and settle the dispute between them and between the Company and TowerGate and Nyssen. The agreement calls for the appointment of an interim board of directors and stipulated that so long as Becker and affiliated entities and TowerGate/Nyssen hold in excess of 25% of the outstanding voting common shares that they will be entitled to appoint two directors.

All parties to the Settlement Agreement are either beneficial owners of the Company’s common stock, current or proposed members of the Company’s management, and/or are parties or affiliates of parties involved in the Litigation that gave rise to the Settlement Agreement. The specific terms of the Settlement Agreement, including the relationships among the parties to the Settlement Agreement is discussed in the Schedule 14A Proxy Statement filed with the SEC on September 15, 2006 and sent to the shareholders in October 2006.

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In the Settlement Agreement, the parties agree that the parties will undertake the following actions:

Increase the Company’s authorized share capital;
Effect material share issuances to Becker Capital Management;
Effect material share issuances to Nyssen LP and TowerGate Finance Limited; and
Adopt a stock option plan for the Company’s existing and new management.

On October 27, 2006, at the Company’s annual meeting of shareholders, a majority of the Company’s shareholders: approved the election directors of the Company; (2) ratified the selection of Stark Winter Scheinkein & Co. LLP. as the Company’s independent auditors for the fiscal years ending 2005 and 2006; (3) approved an Amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of common stock to 750 million shares; (4) approved an Amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of preferred stock to 25 million; (5) approved the Settlement Agreement dated November 30, 2004, as described in the Company’s Proxy Statement relating to the annual meeting; and (6) approved the adoption of the Company’s 2006 Employee Incentive Stock Option plan as described in the Proxy Statement related to the annual meeting.

All of the parties to the Settlement Agreement abstained from voting on these proposals. On November 2, 2006, the Company filed an amendment to its Articles of Incorporation increasing the number of authorized shares of common stock to 750 million shares and increasing the number of authorized shares of preferred stock to 25 million.

Valley Bank and Trust Co., (“Valley Bank”) located in Scottsbluff, Nebraska, filed a Financing Statement and Security Agreement with the Secretary of State of Nebraska listing Tracy Corporation II as a debtor in March 1998 and extended on December 1, 2002. The Company is unaware of any debt owed to Valley Bank and Valley Bank has not provided any evidence of indebtedness of the Company or Tracy Corporation II. The Company has requested that Valley Bank file a termination statement with the Nebraska Secretary of State. If Valley Bank refuses this request, the Company will contest the validity of the financing statement and security agreement.

The Company is also involved in various legal actions arising in the normal course of business management believes that such matters will not have a material effect upon the financial position of the Company.

Other

On October 19, 2006, the Company filed a Request for Arbitration with the World Intellectual Property Organization against UT Starcom, Inc., the successor in interest to Telos Technologies, Inc., the manufacturer of the Sonata SE switching system (GSM switch). The Request for Arbitration was accepted on October 24, 2006. The dispute relates to a Master Purchase and License Agreement dated October 22, 2003 for a Sonata SE Global System for Mobile Communications switching system. The Company requests arbitration of the following claims: (1) breach of contract; (2) breach of good faith and fair dealing; (3) fraudulent misrepresentations; (4) fraudulent inducement; (5) negligent misrepresentation; (6) intentional interference with existing contractual relations; (7) intentional interference with prospective economic relations; (8) negligent interference with existing economic relations; and (9) negligent interference with prospective economic relations. The Company claims that UT Starcom failed to perform from the time of installation and UT Starcom failed to deliver five significant features and functionality that UT Starcom represented would be available at the time the Company purchased the GSM switch. These features and functionality include among others, (a) E911-Phase II functionality in the GSM Switch so that Telemetrix could comply with the FCC’s mandated 911 services requirement by June 30, 2006; a GSM feature including intelligent network functions into a GSM network system; CALEA, which imposes upon Telemetrix a statutory obligation to ensure that its equipment, facilities or services that provide a customer or subscriber with the ability to originate, terminate or direct communications. Telemetrix requests entry of an award during the arbitration in its favor and against UT Starcom as follows:

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A. for general damages in an amount to be established at trial;

B. alternatively, a rescission of the Agreement;

C. for cost of the arbitration, including attorneys’ fees; and

D. for such other and further relief as the Arbitrator may deem just and fair.

ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On October 27, 2006, at the Company’s annual meeting of shareholders, a majority of the Company’s shareholders: (1) approved the election of William W. Becker, Gary Brown, Piers Linney, Christopher Fitzsimmons, and Larry Becker as directors of the Company; (2) ratified the selection of Stark Winter Scheinkein & Co. LLP. as the Company’s independent auditors for the fiscal years ending 2005 and 2006; (3) approved an Amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of common stock to 750 million shares; (4) approved an Amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of preferred stock to 25 million; (5) approved the Settlement Agreement dated November 30, 2004, as described in the Company’s Proxy Statement relating to the annual meeting; and (6) approved the adoption of the Company’s 2006 Employee Incentive Stock Option plan as described in the Proxy Statement related to the annual meeting.

     The election of Messrs. William Becker, Gary Brown, Piers Linney, Christopher Fitzsimmons, and Larry Becker to the Company’s Board of Directors was approved by holders of more than 79% of the 24,999,682 issued and outstanding shares of the Company’s common stock. The ratification of the Company’s auditors, Stark Winter Scheinkein & Co. LLP. was approved by holders of more than 80% of the issued and outstanding shares of the Company’s common stock; the approval of the increase in the authorized number of shares of common stock was approved by more than 59% of the issued and outstanding shares of the Company’s common stock; the approval of the increase in the authorized number of shares of preferred stock was approved by holders of approximately 52% of the issued and outstanding shares of the Company’s common stock; approval of the Settlement Agreement was approved by holders of approximately 69% of the shares eligible to vote on this proposal; and approval of the Company’s 2006 Incentive Stock Option plan was approved by holders of approximately 72% of the issued and outstanding shares of the Company’s common stock.

ITEM 5.     MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Below is the market information pertaining to the range of the high and low bid information of our common stock for each quarter since our common stock has been quoted on the OTC Bulletin Board or the National Quotation Bureau’s Pink Sheets. From April 2003 to present, our common stock has been quoted under the symbol TLXT on the National Quotation Bureau’s Pink Sheets. From April 1999 to April 2003, our common stock was quoted on the OTC Bulletin Board. The quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

2006	Low	High
Fourth Quarter	.02	.05
Third Quarter	.005	.02
Second Quarter	.02	.02
First Quarter	.02	.02
2005	Low	High
Fourth Quarter	.02	.02
Third Quarter	.02	.04
Second Quarter	.02	.02
First Quarter	.02	.05

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The source of the above information is pinksheets.com.

There is a limited trading market for our common stock. There is no assurance that a regular trading market for our common stock will develop, or if developed will be sustained. A shareholder in all likelihood, therefore, will not be able to resell their securities should he or she desire to do so when eligible for public resale. Furthermore, it is unlikely that a lending institution will accept our securities as pledged collateral for loans unless a regular trading market develops.

Reports and Other Information to Shareholders

We are subject to the informational requirements of the Securities Exchange Act of 1934. Accordingly, we file annual, quarterly and other reports and information with the Securities and Exchange Commission. You may read and copy these reports and other information we file at the Securities and Exchange Commission’s public reference rooms in Washington, D.C. Our filings are also available to the public from commercial document retrieval services and the Internet world wide website maintained by the Securities and Exchange Commission at www.sec.gov.

Holders

As of December 31, 2006, we had 250 holders of record of our common stock. We have one class of stock outstanding. We have no shares of our preferred stock outstanding. As of December 31, 2006, there were 20,882,613 shares of our stock held by non-affiliates and 159,600,755 shares of our stock held by affiliates.

Options

We have a total of 22,450,000 options outstanding to purchase 22,450,000 shares of our common stock and are comprise of: 15 million options pursuant to our Employee Stock Option Plan and 7,450,000 to officers and directors of the Company.

Warrants

We do not have any outstanding warrants of our common stock.

Penny Stock Considerations

Our shares are “penny stocks” as generally defined in the Securities Exchange Act of 1934 as equity securities with a price of less than $5.00. Our shares may be subject to rules that impose sales practice and disclosure requirements on broker-dealers who engage in certain transactions involving a penny stock.

Under the penny stock regulations, a broker-dealer selling a penny stock to anyone other than an established customer or “accredited investor” must make a special suitability determination regarding the purchaser and must receive the purchaser’s written consent to the transaction prior to the sale, unless the broker-dealer is otherwise exempt. Generally, an individual with a net worth in excess of $1,000,000 or annual income exceeding $200,000 individually or $300,000 together with his or her spouse is considered an accredited investor. In addition, under the penny stock regulations the broker-dealer is required to:

o Deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the Securities and Exchange Commission relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt;

o Disclose commissions payable to the broker-dealer and its registered representatives and current bid and offer quotations for the securities;

o Send monthly statements disclosing recent price information pertaining to the penny stock held in a customer’s account, the account’s value and information regarding the limited market in penny stocks; and

o Make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction, prior to conducting any penny stock transaction in the customer’s account.

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Because of these regulations, broker-dealers may encounter difficulties in their attempt to sell shares of our stock, which may affect the ability of shareholders or other holders to sell their shares in the secondary market and have the effect of reducing the level of trading activity in the secondary market. These additional sales practice and disclosure requirements could impede the sale of our securities if our securities become publicly traded. In addition, the liquidity for our securities may be adversely affected, with a corresponding decrease in the price of our securities. Our shares may someday be subject to such penny stock rules and our shareholders will, in all likelihood, find it difficult to sell their securities.

Dividends

We have not declared any cash dividends on our stock since our inception and do not anticipate paying such dividends in the foreseeable future. We plan to retain any future earnings for use in our business. Any decisions as to future payment of dividends will depend on our earnings and financial position and such other factors as the Board of Directors deems relevant.

Securities Authorized for Issuance under Equity Compensation Plans

The Company issued 6,479,474 shares of our common stock to a former officer of the Company for deferred salary from 1999 through 2003.

Recent Sales of Unregistered Securities

Not applicable

Use of Proceeds from Registered Securities

Not applicable

ITEM 6.      MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The following discussion should be read in conjunction with our financial statements and related notes appearing elsewhere in this Form 10-KSB and our Annual Report on Form 10-KSB for our fiscal year ended December 31, 2006. The terms “the Company,” “we,” “our” or “us” refer to Telemetrix Inc. This discussion contains forward-looking statements based on our current expectations, assumptions, and estimates. The words or phrases “believe,” “expect,” “may,” “anticipates” or similar expressions are intended to identify “forward-looking statements.” Actual results could differ materially from those projected in the forward-looking statements as a result of a number of risks and uncertainties pertaining to our business, including: (a) our limited operating history and our history of losses make it difficult for you to evaluate our current and future business and our future financial results; (b) if we are unable to obtain additional financing, we will be unable to proceed with our operating plan; (c) even if we obtain additional debt or equity financing, the value of our common stock will be diluted; (d) we have negative cash flow from operations and an accumulated deficit that raises substantial doubt about our ability to continue as a going concern; (d) we are subject to substantial debt obligations of approximately $7 million, which may negatively affect our ability to grow; (e) whether we will keep pace with the rapid development of technology in the wireless communications services area; (f) whether our existing technology will become obsolete or too expensive to upgrade; (g) the wireless communications services area generally experiences a high rate of “churn” representing the rate of lost customers, and there is no assurance that we will not experience churn due to competitive forces and price competition; (h) should our business be subject to increasing government regulation, we will be subject to increasing costs; and (i) we are dependent upon third party providers, including roaming partners and wireless network companies through which we obtain our interconnections throughout North America and also international markets; should we lose the services of these third party providers, our operations may negatively affected, including interruptions in our service.

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Statements are made as of the filing of this Form 10-KSB with the Securities and Exchange Commission and should not be relied upon as of any subsequent date. Unless otherwise required by applicable law, we do not undertake, and we specifically disclaim any obligation, to update any forward-looking statements to reflect occurrences, developments, unanticipated events or circumstances after the date of such statement.

OVERVIEW

Up until August 2002, our revenues were primarily generated from one way wireless communication (paging services) related income. Beginning in September 2002, we ceased research and development on telemetry related hardware products; instead, we began focusing on providing Global Systems for Mobile communications (GSM) network access for telemetry devices from third party providers actually providing access to the nationwide GSM network for short message service customers that use data and SMS to communicate with and control their telemetry and telematic hardware devices. At that time, we began conducting business in telemetry services, which consisted of SMS, including actual text messages transmitted to and from wireless modems, the sale of and service for subscriber identity module (SIM) cards, a cost per short message (SMS), and an activation fee for subscriber/customers.

Capital Expenditures and Requirements

During 2006, we made capital expenditures of $945,000 for a Nokia remote media gateway and base station equipment to interface with our switch host’s Nokia R4 switch.

Critical Accounting Policies and Estimates

The preparation of our financial statements requires us to make estimates and assumptions that affect the reported amounts. The estimates and assumptions are evaluated on an on-going basis and are based on historical experience and on various other factors that are believed to be reasonable. Estimates and assumptions include, but are not limited to, fixed asset lives, intangible assets, income taxes, and contingencies. We base our estimates on historical experience and on various other assumptions we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of the financial statements. Our accounting for revenue recognition and stock compensation, which requires us to estimate the value of the shares issued, and the value of intangible assets requires us to continually assess whether such assets are impaired. Our critical accounting policies are outlined in our audited financial statements contained in our Form 10-KSB for the year ended December 31, 2006.

During our Fiscal Year 2006 period, our revenues were derived from the following:

o $213,410 from our telemetry related services-short messaging services (SMS)

o $ 27,081 from our pager related services

o $173,091 from our network services

o $14,530 from tower lease agreements

Our revenues are dependent upon the following factors:

o Our ability to secure additional agreements with customers for SMS and data services

o Our ability to secure additional roaming agreements with other network operators

o Our ability to maintain competitive pricing with the major incumbent carriers

o Demand for our services

o Individual economic conditions in our markets

o Our ability to market our services

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Years Ended December 31, 2006 and 2005

Consolidated Statement of Operations

Revenues. Revenues for the year ended December 31, 2006 decreased 29.4% to $428,112 from $606,430 for the same period in 2005. The decrease in our Revenues is primarily attributable to the following: Our pager related revenues decreased by $54,443 or 66.8% to $27,081 during the year ended December 31, 2006 compared to $81,524 for the comparable 2005 period. This is the result of our discontinuing our wireless paging services in June 2006 due to a declining customer base and declining profit margins. Our Network Services decreased by $130,399 or 43.0% to $173,091 during the year ended December 31, 2006 compared to $303,490 during the comparable 2005 period. This decrease is due to our discontinuing our network services division. We are no longer able to offer network services as we are outsourcing our own switching services. Our Short Messaging revenue and Tower lease income remained constant from 2005 to 2006.  

Cost of Revenues. Cost of revenues currently consists primarily of roaming charges from our roaming partners, switch operation and network maintenance charges from our switch hosting provider, and circuits. Cost of revenues decreased from $456,723 to $308,400 for the year ended December 31, 2006, representing a 32.5% decrease which represents 72.0% and 75.3% of the total revenues for the year ended December 31, 2006 and December 31, 2005, respectively. The decrease in the cost of revenue is directly related to our 29.4% decrease in revenues.

Selling, General and Administrative Expenses. Selling, General and Administrative expenses increased by $1,167,547 to $1,955,173 for the year ended December 31, 2006 from $787,626 for the year ended December 31, 2005. The 148% increase in our Selling, General and Administrative Expenses is mainly attributable to increased staffing from two to five employees, relocating our offices to Colorado from Nebraska, relocating our switching operations to Dallas, and the legal expense of litigation and our shareholder meeting in October 2006.

Interest Expense. Interest expense increased by $330,681 or 79.1% to $790,592 for the year ended December 31, 2006 from $459,911 for the year ended December 31, 2005. .. Included in interest expense, our non cash interest expense increased from $233,500 in 2005 to $632,012 in 2006. These increase are due to interest expense on increased lender loan balances.

Impairment of Assets. The Company discontinued operating its network switching services and wireless paging services in Gering, Nebraska in 2006. The Company wrote off $1,641,592 of network switching and paging equipment and other fixed assets associated with its operations in Gering. The Company recorded a loss on disposal of assets of $661,210 in 2006.

Net Loss. Net Loss for the year ended December 31, 2006 increased by $1,215,394 to ($2,437,714) as compared to ($1,222,320) for the year ended December 31, 2005. The increase in net loss is due to a combination of decreased revenues, increased selling, general and administrative expenses and interest expense on increasing lender loans.

Net Loss Per Share. The net loss per share of common stock for the year ended December 31, 2006 was ($0.05) and ($0.05) for the year ended December 31, 2005.

Liquidity and Capital Resources December 31, 2005 and 2006

Cash as of December 31, 2006 amounted to $45,872 as compared with $115 for the year ended December 31, 2005, an increase of $45,667.

Net cash used in investing activities was $945,353 in 2006 as compared with $0 in 2005 from the purchase of property and equipment in 2006.

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Net cash provided by financing activities increased to $2,383,415 in 2006 from $1,250,996 in 2005 primarily from increased funding from the Company investors.

We will continue to finance our operations mainly from loans from major shareholders and fundraising activities. We do not believe that our future cash flow from operations together with our current cash will be sufficient to finance our activities through the year 2007; therefore, we plan to raise money through a private placement to fund the implementation of an expanding operational plan.

We cannot continue to satisfy our current cash requirements for a period of twelve (12) months through our existing capital. We anticipate total estimated operating expenditures of approximately $1,200,000 (or $100,000 per month) over the next twelve (12) months, in the following areas:

o Salaries and labor = $700,000

o Marketing = $200,000

o General and Administrative (exclusive of salaries) = $300,000

Our current cash of $45,872 as of December 31, 2006 will satisfy our cash requirements for less than one month.

Accordingly, we will be unable to fund our expenses through our existing assets or cash unless we obtain adequate financing through traditional bank financing or a debt or equity offering; however, because we have limited revenues and a poor financial condition, we may be unsuccessful in obtaining such financing or the amount of the financing may be minimal and therefore inadequate to implement our business plans. In the event that we do not receive financing or our financing is inadequate, we may have to liquidate our business and undertake any or all of the following actions:

o Significantly reduce, eliminate or curtail our business to reduce operating costs;

o Sell, assign or otherwise dispose of our assets, if any, to raise cash or to settle claims by creditors;

o Pay our liabilities in order of priority, if we have available cash to pay such liabilities;

o If any cash remains after we satisfy amounts due to our creditors, distribute any remaining cash to our shareholders in an amount equal to the net market value of our net assets;

o File a Certificate of Dissolution with the State of Delaware to dissolve our corporation and close our business;

o Make the appropriate filings with the Securities and Exchange Commission so that we will no longer be required to file periodic and other required reports with the Securities and Exchange Commission, if, in fact, we are a reporting company at that time.

Based upon our current assets, however, we will not have the ability to distribute any cash to our shareholders.

If we are unable to satisfy our obligations and we qualify for protection under the U.S. Bankruptcy Code, we may voluntarily file for reorganization under Chapter 11 or liquidation under Chapter 7. Our creditors may also file a Chapter 7 or Chapter 11 bankruptcy action against us. If our creditors or we file for Chapter 7 or Chapter 11 bankruptcy, our creditors will take priority over our shareholders. If we fail to file for bankruptcy under Chapter 7 or Chapter 11 and we have creditors; such creditors may institute proceedings against us seeking forfeiture of our assets, if any.

We do not know and cannot determine which, if any, of these actions we will be forced to take. If any of these foregoing events occur, our shareholders could lose their entire investment in our shares.

To date, we have funded our activities principally from loans from related parties and third parties.

Going Concern

The Company’s financial statements are presented on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.

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The Company has experienced a significant loss from operations as a result of its investment necessary to achieve its operating plan, which is long-range in nature. For the year ended December 31, 2006, the Company incurred a net loss of $2,437,714 and has a working capital deficit of $7,176,689 and a stockholders’ deficit of $6,265,816 at December 31, 2006.

The Company’s ability to continue as a going concern is contingent upon its ability to attain profitable operations and secure financing. In addition, the Company’s ability to continue as a going concern must be considered in light of the problems, expenses and complications frequently encountered by entrance into established markets and the competitive environment in which the Company operates.

The Company is pursuing equity and debt financing for its operations and is seeking to expand its operations. Failure to secure such financing may result in the Company depleting its available funds and not being able pay its obligations.

The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

Contractual Obligations And Commercial Commitments

We have no contractual obligations, including lease obligations, apart from agreements in the normal course of our business.

Recent Pronouncements

Please see Note 1 of our audited financial statements for recent pronouncements.

ITEM 7. FINANCIAL STATEMENTS.

TELEMETRIX, INC.

CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2006

C O N T E N T S

Reports of Independent Registered Public Accounting Firm	F-1
Consolidated Financial Statements:
Consolidated Balance Sheet	F-2
Consolidated Statements of Operations	F-3
Consolidated Statement of Stockholders’ (Deficit)	F-4
Consolidated Statements of Cash Flows	F-5
Notes to Consolidated Financial Statements	F-6

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Stockholders and Board of Directors
Telemetrix, Inc.

We have audited the accompanying consolidated balance sheet of Telemetrix, Inc. as of December 31, 2006, and the related consolidated statements of operations, stockholders’ (deficit) and cash flows for the years ended December 31, 2005 and 2006. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Telemetrix, Inc. as of December 31, 2006, and results of its operations and its cash flows for the years ended December 31, 2005 and 2006, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered a loss from operations and has working capital and stockholders’ deficits. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to this matter are also discussed in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Stark Winter Schenkein & Co., LLP

Denver, Colorado
February 26, 2007

F-1

Telemetrix, Inc.
Consolidated Balance Sheet
December 31, 2006

Assets
Current assets:
Cash	$        45,872
Accounts receivable, net	41,190
Total current assets	87,062
Property and equipment, net	908,223
Other assets:
Licenses	2,650
Total assets	$      997,935
Liabilities and stockholders’ (deficit):
Current liabilities:
Accounts payable	$      790,806
Accrued expenses	178,014
Accrued expenses - affiliates	544,779
Convertible debentures	1,200,000
Notes payable - affiliates	4,232,473
Accrued Interest - affiliates	317,680
Total current liabilities	7,263,751
Stockholders’ (deficit):
Preferred stock, $.001 par value, 25,000,000 shares authorized
none issued or outstanding	—
Preferred stock, series D, $.001 par value, convertible,
liquidation preferences $30 per share, 250,000 authorized
none issued or outstanding	—
Common stock, $.001 par value,
750,000,000 shares authorized,
180,483,368 shares issued and outstanding	180,483
Paid in capital	72,831,407
Accumulated (deficit)	(79,277,706	)
Total stockholders’ (deficit)	(6,265,816	)
Total liabilities and stockholders’ (deficit)	$      997,935

See the accompanying notes to the consolidated financial statements.

F-2

Telemetrix, Inc.
Consolidated Statements of Operations
Years Ended December 31, 2006 and 2005

	2006		2005
Revenue:
Pager	$        27,081		$        81,524
Network services	173,091		303,490
Short messaging	213,410		208,916
Other	14,530		12,500
Total revenue	428,112		606,430
Cost of revenue	308,400		456,723
Gross margin	119,712		149,707
Operating expenses:
Bad debts	(40,284	)	130,990
Selling, general and administrative expenses	1,955,173		787,626
Total operating expenses	1,914,889		918,616
(Loss) from operations	(1,795,177	)	(768,909	)
Other (income) expense:
Gain on the settlement of debt	(809,265	)	(6,500	)
Loss on Disposal of Assets	661,210		—
Interest expense	790,592		459,911
Total other (income) expense	642,537		453,411
Net (loss)	$(2,437,714	)	$(1,222,320	)
Per share information - basic and fully diluted:
Weighted average shares outstanding	50,984,627		24,999,682
Net (loss) per share	$         (0.05	)	$         (0.05	)

See the accompanying notes to the consolidated financial statements.

F-3

Telemetrix, Inc.
Consolidated Statement of Stockholders’ (Deficit)
Years Ended December 31, 2005 and 2006

	Common Stock		Additional Paid in	Accumulated
	Shares	Amount	Capital	(Deficit)		Total
Balance at December 31, 2004	24,999,682	$  25,000	$52,165,736	$(75,617,672	)	$(23,426,936	)
Net (loss) for the year	—	—	—	(1,222,320	)	(1,222,320	)
Balance at December 31, 2005	24,999,682	25,000	52,165,736	(76,839,992	)	(24,649,256	)
Subscribed shares issued	155,483,686	155,483	20,296,071	—		20,451,554
Stock options	—	—	333,600	—		333,600
Reclassification of unissued shares	—	—	36,000	—		36,000
Net (loss) for the year	—	—	—	(2,437,714	)	(2,437,714	)
Balance December 31, 2006	180,483,368	$180,483	$72,831,407	$(79,277,706	)	$(6,265,816	)

See the accompanying notes to the consolidated financial statements.

F-4

Telemetrix, Inc.
Consolidated Statements of Cash Flows
For the Year Ended December 31, 2006 and 2005

	2006		2005
Cash flows from operating activities:
Net (loss)	$(2,437,714	)	$(1,222,320	)
Adjustments to reconcile net (loss) to net cash (used in)
operating activities:
Depreciation and amortization	170,926		158,010
Loss on the disposal of equipment	661,210		—
Gain on the settlement of debts	(809,265	)	—
Stock options	333,600		—
Accretion of beneficial conversion feature charged to interest	233,500		233,500
Bad debts	(40,284	)	130,990
(Increase) decrease in accounts receivable	199,659		(295,594	)
(Increase) decrease in other current assets	15,000		(14,067	)
(Decrease) in accounts payable	(165,927	)	(222,628	)
(Decrease) increase in accrued expenses	446,990		(43,170	)
Increase in accounts payable and accrued expenses-affiliates	—		12,752
Net cash (used in) operating activities	(1,392,305	)	(1,262,527	)
Cash flows from investing activities:
Purchase of property and equipment	(945,353	)	—
Net cash (used in) investing activities	(945,353	)	—
Cash flows from financing activities:
Advances from affiliates	2,721,259		764,000
Proceeds from debt	—		690,000
Payments on long-term debt and notes	(337,844	)	(203,004	)
Net cash provided by financing activities	2,383,415		1,250,996
Net increase (decrease) in cash	45,757		(11,531	)
Beginning - cash balance	115		11,646
Ending - cash balance	$      45,872		$           115
Supplemental cash flow information:
Cash paid for income taxes	$             —		$             —
Cash paid for interest	$      58,825		$      49,853
Supplemental non cash investing and financing activities:
Conversion of related party notes to stock subscriptions	$             —		$    600,000
Conversion of accrued interest to note payable	$    165,213		$             —

See the accompanying notes to the consolidated financial statements.

F-5

Telemetrix, Inc.
Notes to Consolidated Financial Statements
Years Ended December 31, 2006 and 2005

NOTE 1.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

Telemetrix Inc. (the “Company”) is a wireless mobile telecommunications service provider and network operator, with headquarters in Boulder, Colorado. The Company is a provider of network access for third generation (3G) network connectivity for machine-to-machine applications.

Network access involves providing a source and means for telemetry and telematic companies and customers to use the nationwide PCS networks of major carriers for the transmission of data and messages which are necessary in the conduct of their business. Telemetrix provides the service as a “data only” offering through the roaming agreements which it has with other PCS carriers and operators in North America, including Mexico and Canada.

The company’s wholly owned subsidiary, Tracy Corporation II has a Federal Communication Commission (FCC)-issued license for wireless services in Basic Trading Area 411, for Scottsbluff, Nebraska. The license entitles the company to operate a GSM (Global System for Mobile Communications) wireless communication network in this area, providing voice and data services. GSM is the world’s predominant mobile communications technology, with over 2 billion users worldwide.

Consolidation

The financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

Reclassifications

Certain items presented in the previous year’s financial statements have been reclassified to conform to current year presentation.

Revenue Recognition

The Company recognizes paging and telemetry revenue, which consists of fees charged to subscribers, when services are provided. Revenue from the sale of equipment is recognized upon delivery to the customer.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

Accounts Receivable

Accounts receivable are stated at estimated net realizable value. Accounts receivable are comprised of balances due from customers net of estimated allowances for uncollectible accounts. In determining collectibility, historical trends are evaluated and specific customer issues are reviewed to arrive at appropriate allowances.

Property and Equipment

Property and equipment is recorded at cost. Depreciation of assets is computed using the straight-line method over the following estimated useful lives.

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Buildings and improvements	5 - 31.5 years
Office equipment	7 years
Computer equipment and software	5 - 7 years
Communication equipment	3 years
Vehicles	5 years

Licenses

FCC Licenses are capitalized and amortized over their estimated useful lives of 10 years and are stated net of amortization. Amortization charged to operations was $92,285 and $71,202 during 2005 and 2006. The FCC C Block license was fully depreciated in September 2006 when the license was renewed for an additional 10 years. The FCC F Block license expires in April 2007.

Licenses consist of the following at December 31, 2006:

Licenses	$922,856
Less: accumulated amortization	920,206
	$    2,650

Financial Instruments

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2006. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, accounts receivable, accounts payable, notes payable and convertible debentures. Fair values were assumed to approximate carrying values for these financial instruments because they are short term in nature and their carrying amounts approximate fair values.

Long Lived Assets

The carrying value of long-lived assets is reviewed on a regular basis for the existence of facts and circumstances that suggest impairment. The Company will measures the amount of any impairment based on the amount that the carrying value of the impaired assets exceed the undiscounted cash flows expected to result from the use and eventual disposal of the impaired assets. The Company charged $661,210 to operations in 2006 related to the abandonment of equipment.

Net Income (Loss) Per Common Share

The Company calculates net income (loss) per share as required by Statement of Financial Accounting Standards (“SFAS”) 128, “Earnings per Share.” Basic earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares and dilutive common stock equivalents outstanding. During periods in which the Company incurs losses common stock equivalents, if any, are not considered, as their effect would be anti-dilutive.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

F-7

Research and Development

Research and development costs are expensed as incurred.

Advertising Costs

Advertising costs are charged to expense as incurred. Advertising costs are included in selling, general and administrative expenses.

Segment Information

The Company follows SFAS 131, “Disclosures about Segments of an Enterprise and Related Information”. Certain information is disclosed, per SFAS 131, based on the way management organizes financial information for making operating decisions and assessing performance. The Company currently operates in a single segment and will evaluate additional segment disclosure requirements as it expands its operations.

Income Taxes

The Company follows SFAS 109 “Accounting for Income Taxes” for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change.

Debt with Detachable Warrants and/or Beneficial Conversion Feature

The Company accounts for the issuance of detachable stock purchase warrants in accordance with Accounting Principles Board Opinion 14 (“APB 14”), whereby it separately measures the fair value of the debt and the detachable warrants and allocates the proceeds from the debt on a pro-rata basis to each. The resulting discount from the fair value of the debt allocated to the warrants, which is accounted for as paid-in capital, is amortized over the estimated life of the debt.

In accordance with the provisions of Emerging Issues Task Force Issues 98-5 and 00-27, the Company allocates a portion of the proceeds received to any embedded beneficial conversion feature, based on the difference between the effective conversion price of the proceeds allocated to the convertible debt and the fair value of the underlying common stock on the date the debt is issued. In addition, for the detachable stock purchase warrants, the Company first allocates proceeds to the stock purchase warrants and the debt and then allocates the resulting debt proceeds between the beneficial conversion feature, which is accounted for as paid-in capital, and the initial carrying amount of the debt. The discount resulting from the beneficial conversion feature is amortized over the estimated life of the debt.

Stock-Based Compensation

The Company accounts for equity instruments issued to employees for services based on the fair value of the equity instruments issued and accounts for equity instruments issued to other than employees based on the fair value of the consideration received or the fair value of the equity instruments, whichever is more reliably measurable.

The Company accounts for stock based compensation in accordance with SFAS 123, “Accounting for Stock-Based Compensation.” The provisions of SFAS 123 allow companies to either expense the estimated fair value of stock options or to continue to follow the intrinsic value method set forth in APB Opinion 25, “Accounting for Stock Issued to Employees” (“APB 25”) but disclose the pro forma effects on net income (loss) had the fair value of the options been expensed. The Company has elected to continue to apply APB 25 in accounting for its stock option incentive plans.

F-8

In December 2004, the FASB issued SFAS 123 (revised 2004) “Share-Based Payment”. This Statement requires that the cost resulting from all share-based transactions be recorded in the financial statements. The Statement establishes fair value as the measurement objective in accounting for share-based payment arrangements and requires all entities to apply a fair-value-based measurement in accounting for share-based payment transactions with employees. The Statement also establishes fair value as the measurement objective for transactions in which an entity acquires goods or services from non-employees in share-based payment transactions. The Statement replaces SFAS 123 “Accounting for Stock-Based Compensation” and supersedes APB Opinion No. 25 “Accounting for Stock Issued to Employees”. The provisions of this Statement will be effective for the Company beginning with its fiscal year ending December 31, 2006. The Company is currently evaluating the impact this new Standard will have on its financial position, results of operations or cash flows.

Recent Pronouncements

In November 2004, the Financial Accounting Standards Board (FASB) issued SFAS 151 “Inventory Costs”. This Statement amends the guidance in ARB No. 43, Chapter 4, “Inventory Pricing, to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage). In addition, this Statement requires that allocation of fixed production overhead to the costs of conversion be based on the normal capacity of the production facilities. The provisions of this Statement will be effective for the Company beginning with its fiscal year ending December 31, 2007. The Company is currently evaluating the impact this new Standard will have on its operations, but believes that it will not have a material impact on the Company’s financial position, results of operations or cash flows.

In December 2004, the FASB issued SFAS 153 “Exchanges of Non monetary Assets — an amendment of APB Opinion No. 29". This Statement amended APB Opinion 29 to eliminate the exception for non monetary exchanges of similar productive assets and replaces it with a general exception for exchanges of non monetary assets that do not have commercial substance. A non monetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. The adoption of this Standard is not expected to have any material impact on the Company’s financial position, results of operations or cash flows.

In August 2005, the FASB issued SFAS 154, “Accounting Changes and Error Corrections.” This statement applies to all voluntary changes in accounting principle and to changes required by an accounting pronouncement if the pronouncement does not include specific transition provisions, and it changes the requirements for accounting for and reporting them. Unless it is impractical, the statement requires retrospective application of the changes to prior periods’ financial statements. This statement is effective for accounting changes and correction of errors made in fiscal years beginning after December 15, 2005.

SFAS 155 - “Accounting for Certain Hybrid Financial Instruments--an amendment of FASB Statements No. 133 and 140.” This Statement, issued in February 2006, amends FASB Statements No. 133, “Accounting for Derivative Instruments and Hedging Activities”, and No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities”. This Statement resolves issues addressed in Statement 133 Implementation Issue No. D1, “Application of Statement 133 to Beneficial Interests in Securitized Financial Assets.”

This Statement:

a. Permits fair value remeasurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation

b. Clarifies which interest-only strips and principal-only strips are not subject to the requirements of Statement 133

c. Establishes a requirement to evaluate interests in securitized financial assets to identify interests that are freestanding derivatives or that are hybrid financial instruments that contain an embedded derivative requiring bifurcation

d. Clarifies that concentrations of credit risk in the form of subordination are not embedded derivatives

F-9

e. Amends Statement 140 to eliminate the prohibition on a qualifying special-purpose entity from holding a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument.

This Statement is effective for all financial instruments acquired or issued after the beginning of our fiscal year beginning January 1, 2007.

The fair value election provided for in paragraph 4(c) of this Statement may also be applied upon adoption of this Statement for hybrid financial instruments that had been bifurcated under paragraph 12 of Statement 133 prior to the adoption of this Statement. Earlier adoption is permitted as of the beginning of our fiscal year, provided we have not yet issued financial statements, including financial statements for any interim period, for that fiscal year. Provisions of this Statement may be applied to instruments that we hold at the date of adoption on an instrument-by-instrument basis.

The Company is currently reviewing the effects of adoption of this statement but it is not expected to have a material impact on our financial statements.

SFAS 156 - “ccounting for Servicing of Financial Assets--an amendment of FASB Statement No. 140”

This Statement, issued in March 2006, amends FASB Statement No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities”, with respect to the accounting for separately recognized servicing assets and servicing liabilities. This Statement:

     1.     Requires an entity to recognize a servicing asset or servicing liability each time it undertakes an obligation to service a financial asset by entering into a servicing contract in certain situations.

     2.     Requires all separately recognized servicing assets and servicing liabilities to be initially measured at fair value, if practicable.

     3.     Permits an entity to choose either the amortization method or the fair value measurement method for each class of separately recognized servicing assets and servicing liabilities.

     4.     At its initial adoption, permits a one-time reclassification of available-for-sale securities to trading securities by entities with recognized servicing rights, without calling into question the treatment of other available-for-sale securities under Statement 115, provided that the available-for-sale securities are identified in some manner as offsetting the entity’s exposure to changes in fair value of servicing assets or servicing liabilities that a servicer elects to subsequently measure at fair value.

     5.     Requires separate presentation of servicing assets and servicing liabilities subsequently measured at fair value in the statement of financial position and additional disclosures for all separately recognized servicing assets and servicing liabilities.

Adoption of this Statement is required as of the beginning of the first fiscal year that begins after September 15, 2006. The adoption of this statement is not expected to have a material impact on our financial statements.

In September 2006, the FASB issued Statement No. 157, “Fair Value Measurements”. This Statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosure about fair value measurement. The implementation of this guidance is not expected to have any impact on the Company’s financial statements.

F-10

In September 2006, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements No. 87, 106, and 132(R)” (“SFAS No. 158”). SFAS No. 158 requires companies to recognize a net liability or asset and an offsetting adjustment to accumulated other comprehensive income to report the funded status of defined benefit pension and other postretirement benefit plans. SFAS No. 158 requires prospective application, recognition and disclosure requirements effective for the Company’s fiscal year ending December 31, 2007. Additionally, SFAS No. 158 requires companies to measure plan assets and obligations at their year-end balance sheet date. This requirement is effective for the Company’s fiscal year ending December 31, 2009. The Company is currently evaluating the impact of the adoption of SFAS No. 158 and does not expect that it will have a material impact on its financial statements.

In September 2006, the United States Securities and Exchange Commission (“SEC”) SAB No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements.” This SAB provides guidance on the consideration of the effects of prior year misstatements in quantifying current year misstatements for the purpose of a materiality assessment. SAB 108 establishes an approach that requires quantification of financial statement errors based on the effects of each of the company’s balance sheet and statement of operations financial statements and the related financial statement disclosures. The SAB permits existing public companies to record the cumulative effect of initially applying this approach in the first year ending after November 15, 2006 by recording the necessary correcting adjustments to the carrying values of assets and liabilities as of the beginning of that year with the offsetting adjustment recorded to the opening balance of retained earnings. Additionally, the use of the cumulative effect transition method requires detailed disclosure of the nature and amount of each individual error being corrected through the cumulative adjustment and how and when it arose. The Company is currently evaluating the impact, if any, that SAB 108 may have on the Company’s results of operations or financial position.

In July 2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes-an interpretation of FASB Statement No. 109.” This Interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. This Interpretation also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Interpretation is effective for fiscal years beginning after December 15, 2006 and the Company is currently evaluating the impact, if any, that FASB No. 48 may have on the Company’s results of operations or financial position.

NOTE 2.     BASIS OF REPORTING

The Company’s financial statements are presented on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.

The Company has experienced a significant loss from operations as a result of its investment necessary to achieve its operating plan, which is long-range in nature. For the years ended December 31, 2006, and 2005, the Company incurred net losses of $2,437,714 and $1,222,320 and has a working capital deficit of $7,176,689 and a stockholders’ deficit of $6,265,816 at December 31, 2006.

The Company’s ability to continue as a going concern is contingent upon its ability to attain profitable operations and secure financing. In addition, the Company’s ability to continue as a going concern must be considered in light of the problems, expenses and complications frequently encountered by entrance into established markets and the competitive environment in which the Company operates.

The Company is pursuing equity and debt financing for its operations and is seeking to expand its operations. Failure to secure such financing may result in the Company depleting its available funds and not being able pay its obligations.

The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

F-11

NOTE 3.      PROPERTY AND EQUIPMENT

Property and equipment at December 31, 2006, consisted of the following:

Land	$      13,301
Billing System	60,000
Network equipment	836,500
Towers and Antennas	222,870
	1,132,671
Accumulated depreciation and amortization	(224,448	)
	$    908,223

Depreciation and amortization expense for the years ended December 31, 2006, and 2005, was $99,725 and $65,725.

On April 3, 2006, the Company entered into a Hosting Agreement and an Equipment Supplier Agreement with Pario Solutions, a Nokia value added reseller located in Texas. This Hosting Agreement allows the Company to comply with Federal Communications Commission and Department of Justice requirements for wireless carriers, as well as provide a higher level of wireless services. The transition from the switch in Gering, Nebraska to Dallas, Texas took place in September 2006. In the Equipment Supplier Agreement, the Company agreed to purchase $794,000 of Nokia equipment, software and services from Pario.

As of December 31, 2006, the Company has purchased $885,363 of equipment, primarily a media gateway, to enable its radio access network in Gering, Nebraska to connect to Pario Solution’s switch in Dallas, Texas. This new equipment replaces nearly all of the equipment previously used in our operations. In 2006, the Company wrote off $1,142,382 of fixed assets resulting in a loss on disposal of $661,210. The Company has granted a security interest in this equipment to a related party and the Company has pledged substantially all property and equipment as collateral on the notes described in Note 4.

On April 26, 2006, the Company gave notice to its paging customers that it would be discontinuing providing pager services effective June 9, 2006. The Company transitioned its paging customers to a competing local paging company during June 2006. On June 30, 2006, the Company wrote off $432,291 of fully depreciated paging equipment and $66,920 of fully depreciated mobile phone equipment due to the discontinuation of this service.

On September 29, 2006, the Company entered into a Master Services Agreement with Verisign, Inc. for outcollect billing and exchange services. This software billing license allows the Company to exchange billing information with its cellular roaming partners, including T-Mobile, Cingular and Dobson Communications. The monthly fees for the outcollect billing and exchange services has a $5,000 minimum per month with per record rates once the Company achieves a certain volume of transactions. The initial term of the contract will terminate on December 31, 2008.

On October 12, 2006, the Company entered into a three year Master Services Agreement for postpaid billing and provisioning services with Haagenti Group Inc. This software billing license allows the Company to create a system for switching and billing telephone calls, managing associated hardware, configuration, and provisioning with Pario Solutions equipment. The monthly fees are a minimum of $3,000 per month or 2.5% of revenue with increased minimums once we obtain 10,000 customers.

NOTE 4.     NOTES PAYABLE – RELATED PARTIES

The Company has outstanding notes payable to three affiliates of the Company in the principal amount of $4,232,473 at December 31, 2006. The Company recorded interest expense of $316,887 and $633,007 on these notes as of December 31, 2005 and 2006.

F-12

Type of Debt	Interest Rate	Conversion Price/Share	Maturity Date	Amount of Principal
Demand notes	15$	N/A	Demand	$   713,259
Convertible notes	15%	$.015	12/31/07	3,052,214
Convertible notes	10%	$.020	12/31/06	467,000
Debt discount, less amortization of $467,000				—
				$4,232,473

The Company has issued demand notes to Nyssen LP (“Nyssen”) totaling $713,259 for advances from November 30, 2004 through December 30, 2006. The demand notes pay interest at 15% per annum and are due on demand. During 2005 and 2006, the Company received $390,000 and $323,259 in advances from Nyssen and recorded interest expense of and $18,585 and $97,996.

On October 2, 2006, the Company issued convertible promissory notes for $2,547,214 to Becker Capital Management LLC and LB Becker Consulting Inc. (“Becker”) in exchange for their cancellation of existing demand notes of $2,382,000 principal and $165,214 of accrued interest. The convertible promissory notes pay interest at 15% per annum and provide a conversion feature, based on the prior 10 day average stock trading price of the Company’s common stock on Pinksheets on October 2, 2006, which was $.015 per share. The notes mature on December 31, 2007. At December 31, 2006, the principal note balances including $505,000 advanced between October 3, 2006 and December 31, 2006, was $3,052,214. During 2005 and 2006, the company has received $764,000 and $2,398,000 in loans from Becker converted $300,000 into 11,000,000 shares of common stock, and recorded interest expense of $18,102 and $250,141 on these loans.

On December 31, 2004, the Company issued a $467,000 term note to Tracy Broadcasting Corporation with interest at 10% per annum and a maturity date of December 31, 2006. The note is convertible into common shares at the rate of $.02 per share. The note evidences prior advances made to the Company in 2002 and 2003. The Company recorded $46,700 and $51,370 of interest expense on this note during 2005 and 2006. See Notes 5 and 12.

The Company used the intrinsic value method to determine proceeds that should be allocated to the embedded beneficial conversion feature for the $467,000 convertible note. As such, $492,000 was credited to additional paid in capital in 2004. The allocation of $467,000 will be amortized over 24 months commencing January 1, 2005, and the allocation of $25,000 was charged to interest expense during the year ended December 31, 2004. The Company recorded $233,500 of interest expense on this note during 2006.

NOTE 5.      CONVERTIBLE NOTES AND DEBENTURES-RELATED PARTY

In November 2006, the Company issued the following common shares for the convertible debt described below:

May 2003 Exchange and Conversion Agreements	31,310,208
May 2003 Stock Purchase Agreement	3,519,004
Deferred Officer Compensation	6,479,474
February 2003 Convertible Promissory Note	36,175,000
November 30, 2004 Settlement Agreement	60,000,000
November 30, 2004 Settlement Agreement Future Funding	18,000,000
Total shares issued	155,483,686

F-13

May 2003 Exchange and Conversion Agreements:

During May 2003, the Company, through corporate resolution, agreed to convert existing corporate indebtedness of major shareholders and investors in the company into equity through an approved corporate exchange of non-issued common shares for notes and accrued interest aggregating $4,107,297. The conversion of debt to equity by those participating note holders would include the issuance of preferred and common shares since the Company did not have a sufficient number of authorized common shares to complete the transaction. The Corporation’s Amended Articles of Incorporation (“Articles”) authorizes the Corporation to issue up to 5,000,000 Preferred Shares, with a par value of $.001 (“Preferred Shares”) in one or more series at such price and in such number as authorized by the Board of Directors. Accordingly, the Board of Directors designated 250,000 Preferred Shares as Series D Preferred Shares (see Note 8). In addition to the stated interest rates through 2003 the Company has agreed to issue an aggregate of 16,650,301 shares of common stock as additional consideration for the loans. These shares have been valued at $3,951,927, which represents the fair market value of the shares on the dates of the loans. The parties to the agreements subsequently agreed to accept common stock in lieu of the combination of preferred and common. In November 2006, the Company issued 31,310,208 shares of common stock in to fulfill its obligations under the agreements.

May 2003 Stock Purchase Agreement:

During May 2003 the Company agreed to issue 10,042,500 shares of common stock to an officer for the conversion of notes aggregating $401,700. During the year ended December 31, 2004, the Company issued 6,523,496 of these common shares and reduced the stock subscription by $260,940. In November 2006, the Company issued the remaining 3,519,004 shares of common stock due to the former officer.

November 30, 2004 Settlement Agreement:

During October 2003 the Company entered into a funding agreement with Nyssen LP (“Nyssen”) under which the Company would be able to borrow up to $2,000,000 in the form of convertible notes. As of November 30, 2004, the Company was advanced an aggregate of $1,600,025 pursuant to this funding agreement. Pursuant to an amended agreement dated November 30, 2004, Nyssen agreed to convert the $1,600,025 into common shares at $.04 per share receiving subscriptions for 40,000,000 shares of common stock. In the same agreement, an entity related to Nyssen received subscriptions for 20,0000,000 shares of common stock for services. In November 2006, the Company issued 40,000,000 share of common stock to Nyssen in exchange for the $1,600,025 note and 20,000,000 to their affiliate for services.

As provided in the November 30, 2004 agreement, Nyssen and another affiliate of the Company, Becker Capital Management LLC (“Becker”) agreed to invest an additional $600,000 for a total of 18,000,000 shares of common stock. Both Nyssen and Becker advanced the Company $600,000 in 2005. In November 2006, the Company issued 7,000,000 shares of common stock to Nyssen and 11,000,000 shares to Becker.

February 2003 Convertible Promissory Note:

On February 3, 2003, the Company issued a $30,000 term note with interest at 10% per annum payable to a related party which required three installment payments of $10,000 each on March 3, 2003, April 3, 2003 and May 3, 2003. The note provided a penalty that in the event a payment was not received, within 5 days of each due date, the Company would be declared in default. The holder of the note would then be entitled to receive shares of stock of the Company at $0.11 per share, for outstanding principal balance including interest. Additionally, for each 30 days beyond the due date, additional shares would be computed at the rate of ½ of the initial conversion rate. On November 30, 2004, the note plus $4,757 in accrued interest was converted into shares of stock of the Company, at par, with the holder to receive 36,175,000 shares of common stock. In November 2006, the Company issued the related party 36,175,000 shares of common stock.

F-14

NOTE 6.     NOTES PAYABLE

$1,200,000 Convertible debentures – interest at 6.25% per annum, conversion feature allows the holder to use the debenture as payment for a like value of securities should the Company complete a stock offering of $6,000,000 at January 1, 2001. Such an offering was not completed. The debentures are currently in default. The Company recorded $98,760 of interest expense on these debentures during 2006. Total interest payable on these debentures is $544,779 at December 31, 2006.

NOTE 7.     INCOME TAXES

The Company accounts for income taxes under SFAS 109, which requires use of the liability method. SFAS 109 provides that deferred tax assets and liabilities are recorded based on the differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes, referred to as temporary differences. Deferred tax assets and liabilities at the end of each period are determined using the currently enacted tax rates applied to taxable income in the periods in which the deferred tax assets and liabilities are expected to be settled or realized.

The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before provision for income taxes. The sources and tax effects of the differences are as follows:

Income tax provision at
the federal statutory rate	34	%
Effect of operating losses	(34	)%
	--

As of December 31, 2005, the Company has a net operating loss carry forward of approximately $50,000,000. This loss will be available to offset future taxable income. If not used, this carry forward will expire through 2026 subject to certain limitations resulting from a change in control. The deferred tax asset of approximately $16,000,000 relating to the operating loss carry forward has been fully reserved at December 31, 2006. The principal difference between the operating loss for income tax purposes and book purposes results from non cash stock compensation and interest.

NOTE 8.      STOCKHOLDERS’ (DEFICIT)

Preferred Stock

The Company has 25,000,000 shares of authorized but unissued Preferred Shares with a par of $.001, including the Series D Preferred shares described below.

The Company has 250,000 shares of authorized but unissued Series D Preferred Shares that are senior to the Company’s common shares in priority for receiving distribution for payment upon liquidation of the Company. Each Series D Share has one vote and has a liquidation preference of $30.00 plus all accrued but unpaid distributions. The Series D Preferred shares will convert into Common Shares at the conversion rate of 200 Common Share for each Series D Preferred Share.

Common Stock

During 2006 the Company’s shareholders voted to increase the number of authorized common shares to 750,000,000. At December 31, 2006, the Company has 180,483,386 shares of issued and outstanding common stock.

The Company had obligations to issue common shares at December 31, 2005, pursuant to the conversions of various loans and accrued interest, incentive shares, and services as follows:

F-15

	Shares	Amount
Officers salary	6,479,479	$     859,000
Loan incentive shares	6,055,762	719,947
Conversion of debt	47,000,000	6,300,000
Services	20,600,000	3,036,000
Conversion of related
party debt	75,948,445	9,572,607
	156,083,686	$20,487,554

During November 2006 the Company issued 155,483,686 of these common shares ($20,451,554). At December 31, 2006, 600,000 common shares ($36,000) remain unissued.

During the year ended December 31, 2005, the Company recorded stock subscriptions for an aggregate of $600,000 for 18,000,000 shares of common stock related to the conversion of $600,000 of notes payable to affiliates.

Stock-based Compensation

The Company has a stock option plan, which covers certain key management personnel. Options to purchase common shares may be granted at a price not less than fair market value on the date of the grant. Options may not be exercised prior to one year or after five years from the date of the grant. No options were granted during 2005. During December 2006 the Company granted options to purchase 15,000,000 shares of common stock to employees and 7,000,000 shares of common stock to directors. The options vested for 7,000,000 common shares on the grant date and 15,000,000 over a three year period. The fair value of the option grants is estimated on the date of grant utilizing the Black-Scholes option pricing model with the following weighted average assumptions for grants during the year ended December 31, 2006: expected life of options of 3 years, expected volatility of 312%, risk-free interest rate of 4% and no dividend yield. The weighted average fair value at the date of grant for options granted during the year ended December 31, 2006, approximated $0.02 per option. These results may not be representative of those to be expected in future years. During the year ended December 31, 2006, the Company charged $333,600 to operations related to these options.

A summary of stock option and warrant activity is as follows:

	Number of shares	Weighted average exercise price
Balance at December 31, 2004	450,000	$2.04
Granted	--
Exercised/Forfeited	--
Balance at December 31, 2005	450,000
Granted	22,000,000	$0.02
Exercised/Forfeited	--
Balance at December 31, 2006	22,450,000	$0.02
Exercisable at December 31, 2006	12,450,000

Weighted average remaining contractual life – 5 years
Weighted average fair value - $.02

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NOTE 9.      COMMITMENTS AND CONTINGENCIES

Operating Leases

The Company entered into a three year lease agreement in May 2006 for 965 square feet of office space located at 1721 Broadway, Suite 412 and 413, Scottsbluff, Nebraska 69361, to warehouse our media gateway equipment for $980 per month.

The Company leases its office located at 6650 Gunpark Drive, Suite 100, Boulder, Colorado 80301 from a Director of the Company at a rate of $2,500 per month pursuant to a lease expiring in October 2007.

Future minimum lease payments are as follows:

2007: $36,760 2008: $11,760 2009: $3,920

Rent expense for the years ended December 31, 2006 and 2005 including the above leases were $41,517 and $0.

Litigation

On April 12, 2006, Michael J. Tracy filed a complaint in the District Court for Scottsbluff County, Nebraska, against the Company, in Case No. CI-06-291. Mr. Tracy is the former CEO and Director of the Company. The Complaint alleges that the Company owes Mr. Tracy $3,378,129 as of April 1, 2006, including principal and interest for loans Mr. Tracy made to the Company at various times in 2001 and 2002. The loans are represented by demand notes. On May 26, 2003, Mr. Tracy and the Company entered into an agreement for the exchange and conversion of these notes for preferred stock of Telemetrix. The Complaint alleges that Telemetrix has failed to perform this agreement. In November 2006, the Company tendered 23,894,351 shares of common stock to Mr. Tracy in satisfaction of the May 26, 2003 Exchange and Conversion Agreement and 3,472,789 shares of common for deferred compensation. Additionally, the Company has offered Mr. Tracy the right to exchange the 23,894,351 share of common stock for 101,551 shares of Series D preferred share and 3,584,151 shares of common pursuant to the May 26, 2003 Agreement. Mr. Tracy returned the shares tendered claiming that he did not agree to accept common shares in lieu of preferred shares. Mr. Tracy gave no explanation for returning the common shares he agreed to accept as deferred compensation. The Company has meritorious defenses to the Complaint, and is vigorously defending this legal action. Additionally, the Company has filed counterclaims against Mr. Tracy in connection with the Complaint. The parties are now conducting discovery in this case.

On September 10, 2004, the Company filed a Complaint in the United States District Court in the Southern District of New York against Michael Tracy (“Tracy”), Michael L. Glaser (“Glaser”), and William W. Becker (“Becker”), in case number 04CV7255. The Complaint sought an award for compensatory damages, an injunction against Tracy, Glaser and Becker for breach of fiduciary duty, costs and expenses for litigation (except fees and other disbursements) including reasonable attorney’s fees, and against Tracy for conversion, and such other and further relief as may be deemed just and proper.

On September 16, 2004, the Company filed a complaint in the United States District Court for the District of Nebraska, in case number 7:04CV5020, against TowerGate Finance, Ltd., (“TowerGate”) and Nyssen, LP (“Nyssen”). The Complaint alleges fraudulent misrepresentations against TowerGate, fraudulent concealment against Nyssen, breach of fiduciary duty against TowerGate, civil conspiracy against TowerGate and Nyssen, breach of contract against TowerGate, and breach of the covenant of good faith and fair dealings against TowerGate. The Complaint seeks preliminary and permanent injunction, declaratory judgment and an accounting. The Complaint also requests a jury trial.

On December 10, 2004, the Company, Tracy, Glaser and Becker and our other majority shareholders and TowerGate and Nyssen entered into a binding agreement (“Agreement”) dated as of November 30, 2004, in which the parties agreed to dismiss the above described lawsuits, and settle the dispute between them and between the Company and TowerGate and Nyssen. The agreement calls for the appointment of an interim board of directors and stipulated that so long as Becker and affiliated entities and TowerGate/Nyssen hold in excess of 25% of the outstanding voting common shares that they will be entitled to appoint two directors.

F-17

All parties to the Settlement Agreement are either beneficial owners of the Company’s common stock, current or proposed members of the Company’s management, and/or are parties or affiliates of parties involved in the Litigation that gave rise to the Settlement Agreement. The specific terms of the Settlement Agreement, including the relationships among the parties to the Settlement Agreement is discussed in the Schedule 14A Proxy Statement filed with the SEC on September 15, 2006 and sent to the shareholders in October 2006.

In the Settlement Agreement, the parties agree that the parties will undertake the following actions:

Increase the Company’s authorized share capital;
Effect material share issuances to Becker Capital Management;
Effect material share issuances to Nyssen LP and TowerGate Finance Limited; and
Adopt a stock option plan for the Company’s existing and new management.

On October 27, 2006, at the Company’s annual meeting of shareholders, a majority of the Company’s shareholders: approved the election directors of the Company; (2) ratified the selection of Stark Winter Scheinkein & Co. LLP. as the Company’s independent auditors for the fiscal years ending 2005 and 2006; (3) approved an Amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of common stock to 750 million shares; (4) approved an Amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of preferred stock to 25 million; (5) approved the Settlement Agreement dated November 30, 2004, as described in the Company’s Proxy Statement relating to the annual meeting; and (6) approved the adoption of the Company’s 2006 Employee Incentive Stock Option plan as described in the Proxy Statement related to the annual meeting.

All of the parties to the Settlement Agreement abstained from voting on these proposals. On November 2, 2006, the Company filed an amendment to its Articles of Incorporation increasing the number of authorized shares of common stock to 750 million shares and increasing the number of authorized shares of preferred stock to 25 million. The Company is also involved in various legal actions arising in the normal course of business management believes that such matters will not have a material effect upon the financial position of the Company. Valley Bank and Trust Co., (“Valley Bank”) located in Scottsbluff, Nebraska, filed a Financing Statement and Security Agreement with the Secretary of State of Nebraska listing Tracy Corporation II as a debtor in March 1998 and extended on December 1, 2002. The Company is unaware of any debt owed to Valley Bank and Valley Bank has not provided any evidence of indebtedness of the Company or Tracy Corporation II. The Company has requested that Valley Bank file a termination statement with the Nebraska Secretary of State. If Valley Bank refuses this request, the Company will contest the validity of the financing statement and security agreement.

Other

On October 19, 2006, the Company filed a Request for Arbitration with the World Intellectual Property Organization against UT Starcom, Inc., the successor in interest to Telos Technologies, Inc., the manufacturer of the Sonata SE switching system (GSM switch). The Request for Arbitration was accepted on October 24, 2006. The dispute relates to a Master Purchase and License Agreement dated October 22, 2003 for a Sonata SE Global System for Mobile Communications switching system. The Company requests arbitration of the following claims: (1) breach of contract; (2) breach of good faith and fair dealing; (3) fraudulent misrepresentations; (4) fraudulent inducement; (5) negligent misrepresentation; (6) intentional interference with existing contractual relations; (7) intentional interference with prospective economic relations; (8) negligent interference with existing economic relations; and (9) negligent interference with prospective economic relations. The Company claims that UT Starcom failed to perform from the time of installation and UT Starcom failed to deliver five significant features and functionality that UT Starcom represented would be available at the time the Company purchased the GSM switch. These features and functionality include among others, (a) E911-Phase II functionality in the GSM Switch so that Telemetrix could comply with the FCC’s mandated 911 services requirement by June 30, 2006; a GSM feature including intelligent network functions into a GSM network system; CALEA, which imposes upon Telemetrix a statutory obligation to ensure that its equipment, facilities or services that provide a customer or subscriber with the ability to originate, terminate or direct communications. Telemetrix requests entry of an award during the arbitration in its favor and against UT Starcom as follows:

A. for general damages in an amount to be established at trial;

B. alternatively, a rescission of the Agreement;

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C. for cost of the arbitration, including attorneys’ fees; and

D. for such other and further relief as the Arbitrator may deem just and fair.

NOTE 10.      CONCENTRATIONS

During the year ended December 31, 2006, one customer accounted for approximately 28% of total revenue. During the year ended December 31, 2005, one customer accounted for approximately 46% of total revenue.

NOTE 11.      NON-RECURRING CHARGES

The Company recorded a gain on the extinguishment of debt of $809,265 in 2006. Of the recorded gain, $151,608 is from the settlement of debt with vendors and $657,657 is the result of debts going beyond the statute of limitations for collection.

The Company recorded a loss on disposal of assets of $661,210 in 2006. The Company discontinued operating its network switching services and wireless paging services in Gering, Nebraska in 2006. The Company wrote off $1,641,592 of network switching and paging equipment and other fixed assets associated with its operations in Gering.

NOTE 12.      SUBSEQUENT EVENTS

On January 16, 2007 Tracy Broadcasting Corporation filed a complaint in the District Court for Scottsbluff County, Nebraska, against the Company, in Case No. CI-07 37. Tracy Broadcasting Corporation is owned by Michael Tracy, a former CEO and Director of the Company. Mr. Tracy is also a major shareholder of the Company. The Complaint alleges that the Company owes Tracy Broadcasting Corporation $565,400 for outstanding loans under a promissory note issued in December 2004. The Company did issue Mr. Tracy a promissory note in December 2004 for $467,000 plus interest at 10% per annum but the Company is currently engaged in another lawsuit involving Mr. Tracy in which the promissory note appears to be related to the issue in the other pending lawsuit. The Company is taking the matter under legal advisement, but intends to file an appropriate answer when due. The $467,000 plus the accrued interest have been recorded on the books of the Company. See Note 4.

On February 2, 2007 Michael J. Tracy filed a complaint in the County Court for Scottsbluff County, Nebraska, against the Company, in Case No. CI-07 169. Michael Tracy is a former CEO and Director of the Company. Mr. Tracy is also a major shareholder of the Company. The Complaint alleges that the Company owes Mr. Tracy $3,496 in rent, electrical, water, heating/air-conditioning and janitorial bills for November and December 2006, associated with a lease agreement that expired October 31, 2006. The Company is taking the matter under legal advisement, but intends to file an appropriate answer when due.

As of the date of this report, the Company has received $130,000 in advances in the form of the convertible note to Becker described in Notes 4.

F-19

ITEM 8.      CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSURE

Not applicable

ITEM 8A.      CONTROLS AND PROCEDURES

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s Exchange Acts reports is recorded, processed and summarized and is reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure control procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As of the date of this report, the Company’s management, including the President (principal executive officer) and Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based upon the evaluation, the Company’s President (principal executive officer) and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective in timely alerting them to material information required to be included in the Company’s periodic SEC filings. There have been no significant changes in the Company’s internal controls or in other factors, which could significantly affect internal controls subsequent to the date the Company’s management carried out its evaluation.

There have been no significant changes in the Company's internal controls or in other factors that could significantly affect the internal controls subsequent to the date the Company completed its evaluation.

PART III

ITEM 9.      DIRECTORS, EXECUTIVE OFFICERS, PROMOTORS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16 (a) OF THE EXCHANGE ACT

Directors and Executive Officers: Our Directors may appoint new directors and elect officers at regular meetings with proper notification. Our shareholders elect our directors at each annual general meeting. Directors hold office until their successors have been elected and qualified or until death, resignation or removal. Our Officers are appointed by our Board of Directors. Our Directors and executive officers are as follows:

Name	Age	Position	Term of Office
William Becker	77	Chairman of the Board	Until resignation
		CEO and President	Or removal
Larry Becker	49	Director	Until resignation
			Or removal
Gary Brown	54	Secretary and Treasurer	Until resignation
		And Director	Or removal
Chris Fitzsimmons	41	Director	Until resignation
			Or removal
Piers Linney	35	Director	Until resignation
			Or removal

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William W. Becker, Chairman of the Board and Chief Executive Officer. Mr. Becker is a principal of Hartford Holdings Ltd.. Mr. William Becker has held the position of Chairman of the Board of Telemetrix from 1999 until April 2004. He was reelected Chairman in September 2004, replacing Mr. Patrick J. Kealy who was elected Chairman in April 2004. Hartford Holdings Ltd., is a Cayman Islands corporation which invests in real estate, oil and gas, and telecommunication entities. It is solely owned by Mr. William W. Becker. Mr. Becker founded a number of companies in telecommunications, cable television, oil and gas, real estate development, and other industries. From 1993 to 1995, Mr. Becker was a principal of WWB Oil & Gas, Ltd. Mr. Becker was a significant investor of ICG Communications, Inc., a competitive local exchange carrier, for which he served as Chairman and Chief Executive Officer from 1987 to June 1995. Mr. Becker devotes the majority of his time to Telemetrix.

Gary Brown has been Secretary and Treasurer since September 16, 2004 and has been a Director since October 9, 2004. Mr. Brown is the Chief Executive Office and President of Gobility Inc., a systems integrator for WIFI networks. Previously, Mr. Brown was Executive Vice President of Global Sales of Global Sales Operations for Tekelec Inc., a manufacturer of next generation switching systems, STP, and communication applications worldwide. From December 2001 to October 2003, Mr. Brown served as Chief Operating Officer of Metro-Optics, also a manufacturer of telecommunications switching systems. Mr. Brown has more than 30 years experience in the telecommunications industry.

Larry Becker is a Director of the Company and was elected to preside over sharpening our strategic focus and concentrating on debt restructuring, financial viability, operating efficiencies, long-term growth opportunities and shareholder appreciation. Larry also manages and oversees the operation of Becker Capital Management and regularly serves in key capacities within its portfolio companies. Larry has numerous years of experience in operating, early stage start up, restructuring and positioning for future investment. Larry’s most notable roles include CEO of SkyConnect Inc. an ad insertion company sold to nCUBE a Larry Ellision portfolio company, CEO of VR-1 Inc., a multiplayer game technology company able to forge strategic relationships with MicroSoft, Sony & Deutsche Telecom, CEO of Aircell Inc. which provides air to ground communications for business jets and was able to attract funding from Blumenstein Thorne and Pritzker of the Chicago area. Larry also manages A real estate portfolio in the United States and Canada. Larry serves on a local school board and is a Director of the YMCA of Boulder. Larry graduated from the University of Alberta with a major in Finance

Christopher Fitzsimmons. Since March 2000, Mr. Fitzsimmons has served as a Director of TowerGate Ltd. TowerGate Ltd. has provided corporate finance, fundraising and strategic advisory services to the Company since October 2003. From April 1999 until March 2000, Mr. Fitzsimmons was a Director of Technology and Finance Ltd., in Cambridge, where he was responsible for preparing business plans for early stage technology companies in the Cambridge area. Mr. Fitzsimmons holds a Bachelor’s degree in production engineering from Nottingham University, a Master’s in Science and Industrial Robotics from Cranfield University, and holds a Master’s in Business Administration from Cranfield School of Management. Mr. Fitzsimmons is a registered investment representative licensed in the United Kingdom. Mr. Fitzsimmons is a member of the Charter Institute of Marketing, where he holds a diploma in marketing.

Piers Linney. Mr. Linney is a Director of TowerGate Ltd., a United Kingdom company, which has provided corporate finance, fund raising and strategic advisory services to the Company since 2003. From March 2001 to December 2003, Mr. Linney was Director of Lalazar Ltd., London, England, United Kingdom, a media company where he was Director and Chief Operating Officer, with operational responsibility for 40 staff members. From March 2000 to December 2000, Mr. Linney was also a Director and Chief Operating Officer of Doctor’s World PLC which had ten employees. Mr. Linney was an investment banking associate of Credit Suisse First Boston, London, England, United Kingdom, from January 1998 to March 2000. Mr. Linney is a graduate of the University of Manchester with a degree in law and accounting, and the College of Law, London, England, United Kingdom, and is a solicitor of the Supreme Court of England. Mr. Linney also holds a registered securities representative license from the Securities Institute, London, England, United Kingdom. Mr. Linney is a member of the Law Society of England and Wales.

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Significant Employees

None

Family Relationships

Larry Becker, a Director of the Company, is the son of William Becker, Chairman, CEO and President. Lorn Becker, a 5% beneficial owner of our common stock, is also the son of William Becker. There are no other family relationships.

Legal Proceedings

No officer, director, or persons nominated for such positions, promoter or significant employee has been involved in legal proceedings that would be material to an evaluation of our management.

Our directors, executive officers and control persons have not been involved in any of the following events during the past five years:

     1.      any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

     2.      any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

     3.      being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or

     4.      being found by a court of competent jurisdiction (in a civil action),the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

Committee of the Board of Directors

We presently do not have an audit committee, compensation committee, nominating committee, an executive committee of our board of directors, stock plan committee or any other committees. However, our Board of Directors is considering establishing various such committees during the current fiscal year. Currently, our Board of Directors makes decisions regarding compensation, our stock option plan, our audit, the appointment of auditors, and the inclusion of financial statements in our periodic reports.

Audit Committee

We presently do not have an audit committee and have no financial expert. We believe the cost related to retaining a financial expert at this time is prohibitive. Larry Becker, a Director of the Company, is experienced in financial matters and holds a Bachelor of Commerce with a major in Finance from the University of Alberta.

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Code of Ethics

We have not yet adopted a corporate code of ethics. Our board of directors is considering establishing, over the next year, a code of ethics to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code.

ITEM 10.     EXECUTIVE COMPENSATION

The following table sets forth summary information concerning the compensation received for services rendered to it during the current year and the years ended December 31, 2006, 2005, and 2004 respectively.

     SUMMARY COMPENSATION CHART

	Annual Compensation		Long Term Compensation
Name & Position	Year	Salary $	Bonus $	Other $	Restricted Stock Awards	Options $	Payouts $	All Other Compensation $
William Becker (1)	2006	0	0	0	0	0	0	0
Chairman, CEO	2005	0	0	0	0	0	0	0
and President	2004	0	0	0	0	0	0	0
Gary Brown (2)	2006	0	0	0	0	0	0	0
Secretary and	2005	0	0	0	0	0	0	0
Treasurer	2004	0	0	0	0	0	0	0
Michael Tracy (4)	2006	40,000	0	0	0	0	0	120,000
Former CEO and	2005	40,000	0	0	0	0	0	144,687
President	2004	70,000	0	0	0	0	0	0
Geoffrey Girdler (5)	2006	0	0	0	0	0	0	0
Former Chief Executive	2005	0	0	0	0	0	0	0
Officer	2004	150,000	0	0	0	0	0	0
Richard Dineley (6)	2006	0	0	0	0	0	0	0
Former President	2005	0	0	0	0	0	0	0
	2004	200,000	0	0	0	0	0	0

1. William Becker, our Chairman, CEO and President received 2,000,000 options to purchase our common stock, with an exercise price of $.02 per share, the fair market value on the date of grant.

2. Gary Brown, our Secretary and Treasurer, received 2,000,000 options to purchase our common stock with an exercise price of $0.02 per share, the fair market value on the date of grant.

3. Larry Becker, a Director, received 2,000,000 options to purchase our common stock with an exercise price of $.02 per share, the fair market value on the date of grant.

24

4. In 2006, Michael Tracy, our former CEO and President, received payment of $40,000 from a consulting agreement from December 1, 2004 through July 31, 2005. >From August 1, 2005 through May 31, 2006, Mr. Tracy’s wholly owned company, Greenfly LLC, received consulting fees of $24,000 per month for a services agreement to operate our switch and radio access network in Gering, Nebraska. In November 2006, Mr. Tracy received 7,499,358 shares of our common stock for deferred compensation from 1999 through 2003. The shares were valued at prices ranging from $.06 to $.36 per share and the Company recorded $859,000 in salary expense in 1999 through 2003. Mr. Tracy has not been an employee of the Company since 11/30/04 and does not have any agreements with the Company as of December 31, 2006.

5. Geoffrey Girdler’s position with the Company was through September 16, 2004.

6. Richard. Dineley’s position with the Company was from June 17, 2004 through September 16, 2004.

     OPTION/SAR GRANTS 2006

Name and Principle Position	Number of Securities Underlying Options	% of Total Options Granted in 2006	Exercise Price	Expiration Date
William W. Becker, Chairman of the	2,000,000	9.0	$.02	12/28/11
Board, CEO and President
Gary Brown, Director,	2,000,000	9.0	$.02	12/28/11
Secretary and Treasurer
Larry Becker,	2,000,000	9.0	$.02	12/28/11
Director
Total	6,000,000	27.0	$.02	12/28/11

     AGGREGATE OPTIONS/SAR EXERCISES IN 2006 AND FISCAL YEAR END OPTIONS/SAR VALUES

Name	Shares Acquired on Exercise (#)	Value Realized ($)	Number of Securities Underlying Unexercised Options/SARs at FY-End (#) Exercisable/ Unexercisable	Value of Unexercised In-the-Money Options/SARs at FY-End ($) Exercisable/ Unexercisable
William W. Becker, Chairman of	N/A	N/A	2,150,000	$0
the Board, CEO and
President
Gary Brown	N/A	N/A	2,000,000	$0
Director, Secretary and Treasurer
Larry Becker,	N/A	N/A	2,000,000	$0
Director
Total	6,000,000	N/A	6,150,000	$0

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There were no in-the-money exercisable options or SARs at the end of the fiscal year.

Board Compensation

William Becker, Gary Brown and Larry Becker received a grant of 2,000,000 options each to purchase shares of our common stock with an exercise price of $.02 per share, the fair market value on the date of grant. The options were granted for prior services. Our newly elected Directors, Christopher Fitzsimmons and Piers Linney, did not receive any compensation for their services as member of the Board of Directors in 2006.

ITEM 11.      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following tables set forth the ownership as of December 31, 2006: (a) by each person known by us to be the beneficial owner of more than five percent (5%) of our outstanding common stock; and (b) by each of our directors, by all executive officers and our directors as a group.

To the best of our knowledge, all persons named have sole voting and investment power with respect to such shares, except as otherwise noted. Other than the Convertible Promissory Notes discussed in Note 4 of the Audited Financial Statements, there are not any pending or anticipated arrangements that may cause a change in our control.

Security Ownership of Beneficial Owners:

Title of Class	Name & Address	Amount	Nature	Percentage
Common	William W. Becker Chairman of the	21,248,763	Direct	11	.8%
	Board, and CEO, Park Lane West Bay	(1)	And
	Road Georgetown, Grand Cayman, B.W.I.		Indirect
Common	Gary R. Brown	2,000	Indirect	<1%
	Director, Secretary and Treasurer	(2)
	211 Long Canyon Ct. Richardson, TX
Common	Larry Becker	21,347,348	Indirect	11	.8%
	Director	(3)
	6650 Gunpark Drive
	Boulder, C 80301
Common	Man Prince Holdings Ltd.,	15,725,000	Direct	8	.7%
	201, 9618 – 42 Avenue	(4)
	Edmonton, Alberta, Canada
Common	Matthew Hudson	61,000,000	Indirect	33	.8%
	New Broad street House, 35 New Broad	(5)
	Street, London, England
Common	Michael J. Tracy	32,552,644	Direct And	18	.0%
	Former CEO and Director, 721 East	(6)	Indirect
	38th Street, NE 69361
Common	Dianne Larkowski	10,042,500	Direct	5	.6%
	3482 16th Circle	(7)
	Boulder, CO 80304

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Title of Class	Name & Address	Amount	Nature	Percentage
Common	Christopher Fitzsimmons	2,000,000	Indirect	1	.1%
	Director, 28 Frogge Street, Ickleton,	(8)
	Saffron Walden, England, UK
Common	Piers Linney	2,000,000	Indirect	1	.1%
	Director	(9)
	18 Busby Place
	London, England, UK
Common	Michael L. Glaser	7,341,754	Direct and	4	.1%
	Former Secretary and Director	(10)	Indirect
	2324 S. Jackson Denver, Colorado 80210
Common	More than 5% ownership, as a Group	169,258,009	Direct	93	.8%
			And Indirect
Common	Officers and Directors, as a Group	46,598,111	Direct and	25	.8%
			Indirect

1. William W. Becker’s beneficial ownership of 21,248,763 shares of our common stock is composed of: (a) 4,136,263 shares held in the name of Hartford Holding Ltd., a wholly owned company of William Becker; (b) 87,500 shares that he individually owns; (c) 50,000 shares that are owned by his wife, Christine Becker; (d) 16,225,000 shares owned by Wyse Investments, Ltd., a Trust that is maintained for the benefit of one of William Becker’s (son/grandson); and (e) 750,000 shares of our stock owned by Ardara Investments, Ltd., a trust that is maintained for the benefit of one of William Becker’s sons.

2. Gary R. Brown is the beneficial owner of 2,000 shares of our stock. The shares of stock are held in his wife’s name, Pamela Brown.

3. Larry Becker’s beneficial ownership of 21,347,348 shares of our common stock is composed of: (a) 20,597,348 shares held in the name of Becker Capital Management, LLC, a wholly owned limited liability company of Larry Becker, and (b) 750,000 shares of our common stock held in the name of Ionian Investments, Ltd., a trust that is maintained for the benefit of Larry Becker

4. Lorn Becker’s beneficial ownership of 15,725,000 is composed of: 15,725,000 shares of our stock held in the name of Man Prince Holdings Ltd., a wholly owned corporation of Lorn Becker

5. Matthew Hudson’s beneficial ownership of 61,000,000 shares of our common stock is composed of: (a) 47,000,000 shares of our common stock in the name of Nyssen LP, a wholly owned limited partnership of Matthew and Katherine Lucy Hudson, and (b) 14,000,000 shares of our common stock in the name of Tower Gate Finance Ltd.

6. Michael J. Tracy owns 32,552,644 shares of our stock. The shares of stock are held in his name.

7. Dianne Larkowski, an employee of the Company, owns 10,042,500 shares of stock. The shares are held in her name.

8. Christopher Fitzsimmons’s beneficial ownership of 2,000,000 shares of our common stock is held in the name of Towergate Finance Ltd. Mr. Fitzsimmons is a director and shareholder of Towergate Finance Ltd.

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9. Piers Linney’s beneficial ownership of 2,000,000 shares of our common stock is held in the name of Towergate Finance Ltd. Mr. Fitzsimmons is a director and shareholder of Towergate Finance Ltd.

10. Michael L. Glaser’s ownership of 7,341,754 shares of our common stock is composed of (a) 816,533 shares owned by Michael L. Glaser individually; (b) 12,500 shares owned jointly by Michael L. Glaser and his wife, Catherine M. Glaser; and (c) 6,512,721 shares in the name of Michael L. Glaser IRA Rollover

SECURITY OWNERSHIP OF MANAGEMENT:

Title of Class	Name & Address	Amount	Nature	Percent
Common	William W. Becker Chairman of the	21,248,763	Direct	11	.8%
	Board, Acting CEO Park Lane West	(1)	And Indirect
	Bay Road Georgetown, Grand Cayman
	British West Indies
Common	Gary R. Brown	2,000	Indirect	<1%
	Director, Secretary and Treasurer	(2)
	211 Long Canyon Ct. Richardson, TX
Common	Larry Becker	21,347,348	Indirect	11	.8%
	Director	(3)
	6650 Gunpark Drive, Boulder, CO
		________
Total	Management as a Group	42,598,111		25	.3%

(1) William W. Becker’s beneficial ownership of 21,248,763 shares of our common stock is composed of: (a) 4,136,263 shares held in the name of Hartford Holding Ltd., a wholly owned company of William Becker; (b) 87,500 shares that he individually owns; (c) 50,000 shares that are owned by his wife, Christine Becker; (d) 16,225,000 shares owned by Wyse Investments, Ltd., a Trust that is maintained for the benefit of one of William Becker’s (son/grandson); and (e) 750,000 shares of our stock owned by Ardara Investments, Ltd., a trust that is maintained for the benefit of one of William Becker’s sons.

(2) Gary R. Brown is the beneficial owner of 2,000 shares of our stock. The shares of stock are held in his wife’s name, Pamela Brown.

(3) Larry Becker’s beneficial ownership of 21,347,348 shares of our common stock is composed of: (a) 20,597,348 shares held in the name of Becker Capital Management, LLC, a wholly owned limited liability company of Larry Becker, and (b) 750,000 shares of our common stock held in the name of Ionian Investments, Ltd., a trust that is maintained for the benefit of Larry Becker

ITEM 12.      CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

We have an office in Boulder, Colorado, in the office of Becker Capital Management, located at 6650 Gunpark Drive, Suite 100, Boulder, Colorado. This office is used for accounting, sales and marketing, and general and administrative functions. During 2006, the Company paid Becker Capital Management $24,000 for rent and $6,000 for equipment, telephones and supply reimbursement.

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ITEM 13.      EXHIBITS AND REPORTS ON FORMS 8-K

(a)      Exhibits

Exhibit
Number               Description

10.1 Haagenti Group, Inc. Master Services Agreement

10.2 Pario Hosting and Equipment Supplier Agreement

10.3 Verisign Master Services Agreement

31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(b)     Reports on Form 8-K

August 10, 2006 Report filed on August 22, 2006
October 27, 2006 Report filed on December 7, 2006

ITEM 14.      PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

The aggregate fees billed and estimated unbilled for the fiscal year ended December 31, 2006 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements Included in our Form 10-KSB or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were $49,000.00.

The aggregate fees billed for the fiscal year ended December 31, 2005 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our Form 10-KSB or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were $35,000.

Audit-Related Fees

None.

Tax Fees

$12,000.00

All Other Fees

None.

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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Telemetrix Inc.
By /s/ William Becker	March 15, 2007
William Becker, Chief Executive Officer
(Principal Executive Officer)

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By /s/ William Becker	March 15, 2007
William Becker, Chairman
By /s/ Gary Brown
Gary Brown, Director	March 15, 2007
By /s/ Larry Becker
Larry Becker, Director	March 15, 2007
By /s/ Christopher Fitzsimmons
Christopher Fitzsimmons, Director	March 15, 2007
By /s/ Piers Linney
Piers Linney, Director	March 15, 2007

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EX-10

Exhibit 10.1

HAAGENTI MASTER SERVICES AGREEMENT

Formerly known as Consultants Ars Informatica S.A.R.F

CONSULTANTS ARS INFORMATICA S.A.R.F (“CAI”) MASTER SERVICES AGREEMENT (“MSA”)

GENERAL TERMS AND CONDITIONS

1.     DEFINITIONS

Unless otherwise specified, capitalized terms used in this Agreement will have the meanings attributed to them in this Section 1 or in the Services Order in which such term appears.

      “Affiliate” means with respect to any entity, any other entity which directly or indirectly controls, is controlled by or is under common control with such entity.

      “Confidential Information” means material, data, systems and other information concerning the operation, business, projections, market goals, financial affairs, products, services, customers and Intellectual Property Rights of the other Party that may not be accessible or known to the general public. Confidential Information shall include, but not be limited to, the terms of this Agreement, and any information which concerns technical details of operation of any of CAI’s Services, Software or Hardware offered or provided hereunder.

      “Hardware” means any hardware provided to Customer under any Services Order or SOW issued hereunder.

      “Intellectual Property Rights” means any and all now known or hereafter existing rights associated with intangible property, including but not limited to registered and unregistered, United States and foreign copyrights, trade dress, trade names, corporate names, logos, inventions, patents, patent applications, software, know-how and all other intellectual property and proprietary rights (of every kind and nature throughout the universe and however designated).

      “Services Order” means an agreement or order form executed by the Parties hereunder for purposes of ordering Services.

      “Service Period”means, with respect to each Service, the period for which fees are assessed, as specified in the applicable Services Order.

      “Services” means the CAI services to be provided to Customer under any Services Order or SOW issued hereunder.

      “Software” means any software owned or licensed by CAI and provided to Customer under any Services Order or SOW issued hereunder, whether stand alone, or as incorporated in Hardware, including any APIs, guides, or documentation provided therewith.

      “Statement of Work” or "SOW” means any statement of work issued by CAI pursuant to this Agreement and signed by both CAI and Customer.

2.     RIGHTS AND OBLIGATIONS

     (a)      Purchase and Provision of Services. All Services, Software and/or Hardware to be provided by CAI hereunder shall be purchased or licensed under a Services Order and/or SOW. All signed Services Orders and SOWs are subject to the terms and conditions of this Agreement. Upon the request of CAI, Customer will provide CAI with an internal purchase order or reference number for invoicing purposes.

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     (b)      Installation and Configuration. The Services are exclusive of Software or Hardware installation and/or system configuration services except to the extent expressly provided in a Services Order and/or SOW (collectively, “Installation Services”). Any professional services work in addition to or separate from Installation Services (“Additional Professional Consulting Services”) may be provided at CAI’s then current rates under a SOW to be agreed upon by the Parties.

     (c)      Fees and Payment Terms. Customer shall pay CAI as specified in the applicable Service Order or SOW without deduction, setoff or delay for any reason, including circumstances arising under any other Service Order or SOW hereunder. Such payment shall be made: (i) in U.S. Dollars, (ii) within thirty (30) days from the invoice date, and (iii) in accordance with the terms of the invoice. All fees paid are non-refundable. Beginning the day after the due date of the invoice, interest shall be due and payable by Customer at the rate of one and one-half percent (1.5%) per month or the highest rate allowed by law, whichever is less, on any portion of the invoice which has not been paid.

      (d)     Taxes. The fees stated are exclusive of tax. All taxes, duties, fees and other governmental charges of any kind (including sales, services, use, and value-added taxes, but excluding taxes based on the net income of CAI) which are imposed by or under the authority of any government or any political subdivision thereof on the fees for any of the Services, Software and/or Hardware shall be borne by Customer and shall not be considered a part of, a deduction from or an offset against such fees. All payments due to CAI shall be made without any deduction or withholding on account of any tax, duty, charge or penalty except as required by law in which case the sum payable by Customer in respect of which such deduction or withholding is to be made shall be increased to the extent necessary to ensure that, after making such deduction or withholding, CAI receives and retains (free from any liability in respect thereof) a net sum equal to the sum it would have received but for such deduction or withholding being required.

     (e)      Publicity. Any and all press releases and other public announcements relating to the existence or terms of this Agreement or the related transactions between CAI and Customer must be approved in advance by the Parties in writing.

3.     GRANT OF LICENSE

In exchange for the payment by Customer of fees hereunder, CAI grants to Customer a limited, non-exclusive, non-transferable, non-sublicenseable license to use any Software provided hereunder in object code form on systems under Customer’s control solely in connection with Customer’s use of the Service for which such copy was provided and sold in accordance with the applicable instructions or documentation and any end-user license restrictions, if applicable. Customer is expressly prohibited from copying, sublicensing, selling, renting, leasing or otherwise distributing copies of the Software, or permitting either direct or indirect use of the Software by any third party. Customer agrees not to modify, disassemble, decompile, reverse engineer, create derivative works of, or make any other attempt to discover or obtain the source code for the Software. In the event any modifications are made to the Software by anyone other than CAI or its authorized subcontractors (excluding Customer), any and all warranties with respect to the Software shall immediately terminate. Notwithstanding the foregoing, the license rights set forth above may be limited with respect to particular Software in the manner set forth in any applicable Service Order or SOW. Notwithstanding the foregoing, it is expressly acknowledged that the Provider makes extensive use of open source software to provide its Services and nothing herein shall be construed to purport to grant any rights to Provider or TLXT inconsistent with the license(s) under which such open source software may be used. Where the provisions of the license(s) applicable to any of the Services, or portions thereof, conflict with any other intellectual property rights outlined in this Agreement, the terms of the other license(s) shall prevail.

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4.     PROPRIETARY RIGHTS

Except as otherwise expressly set forth in a Service Order or SOW, Customer acknowledges that CAI and its licensors retain all Intellectual Property Rights and title in and to all of their Confidential Information or other proprietary information, products, services, and the ideas, concepts, techniques, inventions, processes, software or works of authorship developed, embodied in, or practiced in connection with the Services provided by CAI hereunder, including without limitation all modifications, enhancements, derivative works, configurations, translations, upgrades, and interfaces thereto (all of the foregoing “CAI Works”). The CAI Works do not include Customer’s preexisting hardware, software, or networks. Except as otherwise expressly provided herein (or in a Service Order or SOW issued hereunder, subject to Section 9(c)), nothing in this Agreement shall create any right of ownership or license in and to the other Party’s Intellectual Property Rights, and each Party shall continue to independently own and maintain its Intellectual Property Rights.

5.     CONFIDENTIAL INFORMATION

The Parties acknowledge that by reason of their relationship under this Agreement, they may have access to and acquire Confidential Information of the other Party. Each Party receiving Confidential Information (the “Receiving Party”) agrees to maintain all such Confidential Information received from the other Party (the “Disclosing Party”), both orally and in writing, in confidence and agrees not to disclose or otherwise make available such Confidential Information to any third party without the prior written consent of the Disclosing Party; provided, however, that the Receiving Party may disclose the terms of this Agreement to its legal and business advisors if such third parties agree to maintain the confidentiality of such Confidential Information under terms no less restrictive than those set forth herein. The Receiving Party further agrees to use the Confidential Information only for the purpose of performing this Agreement. Notwithstanding the foregoing, the obligations set forth herein shall not apply to Confidential Information which: (i) is or becomes a matter of public knowledge through no fault of or action by the Receiving Party; (ii) was lawfully in the Receiving Party’s possession prior to disclosure by the Disclosing Party; (iii) subsequent to disclosure, is rightfully obtained by the Receiving Party from a third party who is lawfully in possession of such Confidential Information without restriction; (iv) is independently developed by the Receiving Party without resort to the Confidential Information; or (v) is required by law or judicial order, provided that the Receiving Party shall give the Disclosing Party prompt written notice of such required disclosure in order to afford the Disclosing Party an opportunity to seek a protective order or other legal remedy to prevent the disclosure, and shall reasonably cooperate with the Disclosing Party’s efforts to secure such a protective order or other legal remedy to prevent the disclosure. In addition, CAI’s treatment of any Customer information collected through the CAI website will be in accordance with CAI’s published Privacy Statement.

6     .REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATION

     (a)      Customer’s Representations and Warranties. Customer represents and warrants that (i) it has the corporate power and authority to enter into this Agreement and to fully perform its obligations under this Agreement; and (ii) will not make any unauthorized representation or warranty to any third party relating to any Services, Software or Hardware.

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     (b)      CAI’s Representations and Warranties. CAI represents and warrants that it has the corporate power and authority to enter into this Agreement and to fully perform its obligations under this Agreement.

     (c)      Indemnification. Each party hereto (the “Indemnitor”) agrees to, and shall, indemnify, defend and hold harmless the other party hereto (the “Indemnitee”), and its directors, shareholders, officers, agents, employees, successors and assigns from any and all third party claims, suits, proceedings, judgments, damages, and costs (including reasonable attorneys’ fees and expenses) arising from, in connection with or related in any way to, directly or indirectly, (i) the Indemnitor’s material breach of any representation or warranty of the Indemnitor specifically identified as such in a Services Order or as specified in Sections 6(a) or 6(b) of this Agreement, (ii) the gross negligence or willful misconduct of the Indemnitor, its employees, agents, or contractors in the performance of this Agreement, and (iii) solely with respect to CAI’s indemnification of Customer, and subject to CAI’s rights under Section 6(d), any alleged infringement of any United States patent, copyright or trade secret by the unmodified Services, Software or Hardware as delivered by CAI (excluding any open source components or third party specifications). The Indemnitee shall promptly notify the Indemnitor of any such claim, and the Indemnitor shall bear full responsibility for the defense of such claim (including any settlements); provided however, that: (1) the Indemnitor shall keep the Indemnitee informed of, and consult with the Indemnitee in connection with the progress of such litigation or settlement; (2) the Indemnitor shall not have any right, without the Indemnitee’s written consent, which consent shall not be unreasonably withheld, to settle any such claim if such settlement arises from or is part of any criminal action, suit or proceeding or contains a stipulation to or admission or acknowledgment of, any liability or wrongdoing (whether in contract, tort or otherwise) on the part of the Indemnitee, or requires any specific performance or non-pecuniary remedy by the Indemnitee; and (3) the Indemnitee shall have the right to participate in the defense of a claim with counsel of its choice at its own expense.

     (d)      CAI Options Related to Intellectual Property Infringement Claims. In the event of any claim, suit, or proceeding subject to Section 6(c)(iii) above, CAI shall have the right, at its sole option, to obtain the right to continue use of the affected Services, Software or Hardware or to replace or modify the affected Services, Software or Hardware so that they may be provided by CAI and used by Customer without infringement of third party United States patent, copyright or trade secret rights. If neither of the foregoing options is available to CAI on a commercially reasonable basis, CAI may terminate the applicable Services Order immediately upon written notice to Customer, and within thirty (30) days after such termination shall pay Customer a termination fee equal to the prorated portion of any fees (excluding installation and any other non-recurring fees) paid in advance by Customer commensurate with the remaining portion of the Service Period for which such fees were paid. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE RIGHTS AND REMEDIES SET FORTH IN SECTIONS 6(c)(iii) AND 6(d) CONSTITUTE THE ENTIRE OBLIGATION OF CAI AND THE EXCLUSIVE REMEDIES OF CUSTOMER WITH RESPECT TO THE SUBJECT MATTER THEREOF.

7.      TERM AND TERMINATION

     (a)      Term and Renewal. This Agreement (excluding Services Orders or SOWs hereunder) (“MSA”) will commence as of the Effective Date and will continue until terminated in accordance with this Section 7. Each Services Order or SOW hereunder will commence on the effective date identified therein and continue for the period identified therein (“Initial Term”) unless terminated earlier as set forth below. Following expiration of the Initial Term, Services Orders will automatically renew for successive one (1) year terms (each a “Renewal Term”) unless either Party provides written notice to the other Party at least sixty (60) days prior to the commencement of a Renewal Term of its intent to avoid such Renewal Term. The Initial Term and any Renewal Terms of a Services Order are collectively referred to as the “Term.” The termination of any Services Order or SOW shall not modify the term of this MSA or any other Services Order or SOW. The termination of this MSA shall immediately terminate any and all Services Orders and SOWs executed hereunder. The terms and conditions applicable to any Renewal Term(s) will be the same as those in effect for the immediately preceding portion of the Term; provided, however, that CAI may increase fees for any Renewal Term by providing written notice of such increase to Customer at least ninety (90) days prior to the commencement of such Renewal Term.

     (b)      Termination for Default. In the event of a material breach of this MSA or any Services Order or SOW (excluding any breaches for which an exclusive remedy is expressly provided), the non-breaching Party may terminate the breached MSA, Services Order, or SOW, as applicable, if such breach is not cured within thirty (30) days after written notice thereof.

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     (c)      Termination for Insolvency. Each Party may terminate this MSA or any Services Order or SOW, effective immediately upon written notice, should the other Party hereto (i) admit in writing its inability to pay its debts generally as they become due; (ii) make a general assignment for the benefit of creditors; (iii) institute proceedings, or have proceedings instituted against it, seeking relief or reorganization under any laws relating to bankruptcy or insolvency; (iv) have a court of competent jurisdiction appoint a receiver, liquidator, or trustee over all or substantially all of such Party’s property or provide for the liquidation of such Party’s property or business affairs.

     (d)      Termination with notice. In the event that TLXT would like to terminate the Services supplied by Provider for circumstances unrelated to those identified in subsections 5(a), 5(b) and 5(c), TLXT must provide to Provider a minimum of 90 days written notice of its intention to terminate this Agreement;

     (e)      Survival of Terms. Any payment obligations which accrued prior to termination or expiration of this MSA or any Services Order or SOW, Sections 1, 2(d), 2(e), 4, 5, 6(c), 6(d), 7(d), 8, and 9 of the MSA, and any section of a Service Order titled “Disclaimer”, “Limitation of Liability”, or an equivalent thereof, as applicable, shall survive the expiration or termination of this MSA or any Services Order or SOW.

8.     LIMITATION OF LIABILITY

THE PARTIES AGREE THAT, EXCEPT FOR AMOUNTS PAYABLE FOR BREACH OF SECTION 3 OR 5, CLAIMS ARISING UNDER SECTION 6(C), ANY AMOUNTS OWING UNDER SECTION 2(C), OR AS OTHERWISE SET FORTH IN A SERVICES ORDER: (A) A PARTY’S ENTIRE LIABILITY AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM ARISING OUT OF OR RELATED TO THIS MSA OR ANY SERVICES ORDER OR SOW ISSUED HEREUNDER IS LIMITED TO THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO CAI FOR THE IMMEDIATELY PRECEEDING THREE (3) MONTH PERIOD FOR THE SERVICES, SOFTWARE AND/OR HARDWARE GIVING RISE TO THE CLAIM; PROVIDED, HOWEVER, THAT UNDER NO CIRCUMSTANCES SHALL THE SAME ACT, OMMISSION OR EVENT GIVE RISE TO DAMAGES UNDER BOTH THIS MSA AND A SERVICES ORDER OR SOW, (B) A PARTY’S AGGREGATE LIABILITY FOR ALL CLAIMS UNDER THIS AGREEMENT IN ANY CONTRACT YEAR (A) FOR EACH SUBSEQUENT CONTRACT YEAR, TWO TIMES THE AMOUNTS PAID OR PAYABLE DURING THE PRIOR CONTRACT YEAR; AND (B) NEITHER PARTY WILL BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS OR REVENUES, WHETHER FORESEEABLE OR UNFORESEEABLE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF THIS AGREEMENT, THE SERVICES, SOFTWARE, OR HARDWARE, OR ANY EXPRESS OR IMPLIED WARRANTY, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT. EXCEPT FOR THE EXPRESS LIMITED WARRANTIES CONTAINED IN SECTION 6 OR AN APPLICABLE SERVICE ORDER OR SOW, CAI DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTION OF CUSTOMER REQUIREMENTS, NON-INFRINGEMENT, AND ANY WARRANTY ARISING OUT OF A COURSE OF PERFORMANCE, DEALING OR TRADE USAGE. NOTWITHSTANDING THE FOREGOING, A PARTY’S LIABILITY SHALL NOT BE LIMITED UNDER THIS SECTION 8 IN CASES OF PERSONAL INJURY OR DEATH ARISING FROM A PARTY’S NEGLIGENCE.

9.      GENERAL PROVISIONS

     (a)      Notices. All notices shall be in writing and addressed to the Party to be served at the respective addresses set forth in the Services Order, SOW, or on the cover page of this Agreement, as applicable. Any such notice may be served personally or by certified mail (postage prepaid), internationally commercially recognized overnight delivery service (such as Federal Express or DHL), or courier. Notice shall be deemed served upon personal delivery or delivery by courier, upon the second business day after the date sent for notices sent via overnight delivery, or upon the fifth business day after the date sent for notices sent via certified mail. Either Party may change the address to which notices are to be delivered by written notice (excluding email) to the other Party. Notices to CAI shall be addressed to the General Counsel.

     (b)      Entire Agreement. This Agreement (including any Services Orders or SOW(s) executed hereunder), any schedules or exhibits hereto, and any end user license terms, where applicable, constitute the entire understanding and agreement between CAI and Customer with respect to any Software, Hardware and/or Services ordered hereunder, and supersedes any and all prior or contemporaneous oral or written representation, understanding, agreement or communication relating thereto.

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     (c)      Amendments and Waiver. Any term or provision of this Agreement (including any Services Order or SOW) may be amended, and the observance of any term of this Agreement may be waived, only by a writing in the form of a non-electronic record referencing this Agreement and signed by the Parties to be bound thereby, and this Agreement may not be modified or extended solely by submission of a purchase order or similar instrument referencing this Agreement. No SOW which is not explicitly identified as an amendment to Section 4 of this Agreement shall be construed to create any Intellectual Property Right(s) of Customer or any third-party.

     (d)      Force Majeure. Neither Party shall be deemed in default hereunder, nor shall it hold the other Party responsible for, any cessation, interruption or delay in the performance of its obligations hereunder (excluding payment obligations) due to earthquake, flood, fire, storm, natural disaster, act of God, war, terrorism, armed conflict, labor strike, lockout, boycott or other similar events beyond the reasonable control of such Party, provided that the Party relying upon this provision: (i) gives prompt written notice thereof, and (ii) takes all steps reasonably necessary to mitigate the effects of the force majeure event; provided further, that in the event a force majeure event extends for a period in excess of thirty (30) days in the aggregate, either Party may immediately terminate this Agreement upon written notice.

      (e)     Severability. In the event that any provision of this Agreement should be found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained shall not, in any way, be affected or impaired thereby.

     (f)      Compliance with Law, Export Requirements, and Foreign Reshipment Liability. Each Party agrees that it shall comply with all applicable federal, state and local laws, regulations, and export requirements in connection with its performance under this Agreement. Regardless of any disclosure made by Customer to CAI of an ultimate destination of the Software, Hardware, or technical data acquired from CAI and, notwithstanding anything contained in this Agreement to the contrary, Customer will not modify, export, or re-export, either directly or indirectly, any Software, Hardware, or technical data, or portions thereof, without first obtaining any and all necessary licenses from the United States government or agencies thereof or any other country that requires an export license or other governmental approval at the time of modification, export, or re-export. CAI shall have the right to suspend performance of any of its obligations under this Agreement, without any prior notice being required and without any liability to Customer if Customer fails to comply with this provision..

     (g)      Assignment. Neither Party may assign or transfer this Agreement or any obligation hereunder without the prior written approval of the other Party, except that, upon written notice, a Party may assign or transfer to an entity acquiring all or substantially all of the assets of that Party, whether by acquisition of assets or shares, or by merger or consolidation. Any assignment in violation of this Section 9(g) shall be void.  Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Parties.

     (h)      Independent Contractors. The Parties to this Agreement are independent contractors. Neither Party is an agent, representative, joint venturer, or partner of the other Party. Neither Party shall have any right, power or authority to enter into any agreement for or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other Party. Each Party shall bear its own costs and expenses in performing this Agreement.

     (i)      Governing Law. The Parties agree that this Agreement, and any disputes arising out of or related to this Agreement, shall be governed by, construed, and enforced in all respects in accordance with the laws of the State of Delaware.

     (j)      Third Party Beneficiaries. No provisions of this Agreement are intended nor shall be interpreted to provide or create any third party beneficiary rights or any other rights of any kind in any other party.

     (k)      Order of Precedence. In the event of a conflict between this MSA and any Service Order, the terms of the Service Order shall govern, but only in regard to the specific Service provided under that Service Order.

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     (l)      English Version. In the event this Agreement is translated in any language other than the English language, then in the event of a conflict between the English language version and the translated version, the English language version shall prevail in all respects.

CAI Master Services Agreement

CUSTOMER
Name:            Telemetrix, Inc.
Address:       7105 La Vista Place
                       Longmont, CO 80503

CUSTOMER PRINCIPAL CONTACT
Name:           Allister Clisham
Title:             Vice President of Operations
Phone:           +1-303-459-7718
Email:           clisham@tlxt.net

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CAI PRINCIPAL CONTACT Name:
Title:
Phone:
Email:           egeise@Haagenti.com

EFFECTIVE DATE: October 12, 2006

THIS HAAGENTI MASTER SERVICES AGREEMENT (THE “AGREEMENT”) IS MADE AND ENTERED INTO AS OF THE EFFECTIVE DATE IDENTIFIED ABOVE BY AND BETWEEN CAI, INC. AND ANY AFFILIATE THEREOF THAT IS DIRECTLY OR INDIRECTLY INVOLVED WITH THE PROVISION OF ANY SERVICES, SOFTWARE, OR HARDWARE HEREUNDER (COLLECTIVELY “CAI”), AND THE COMPANY IDENTIFIED ABOVE AND ANY AFFILIATE THEREOF THAT EXECUTES A SERVICE ORDER HERUNDER (COLLECTIVELY “CUSTOER”), AND CONSISTS OF THE ATTACHED GEMERA; TER,S AMD CPMDOTOPMS AMD A;; SERVOCES PRDERS PR STATE,EMTS PF WRPL ATTACJED JERTP PR SIBSEQIEMT;USOGMED BY THE PARTIES. IF NO EFFECTIVE DATE IS INDICATED ABOVE, THE EFFECTIVE DATE IS THE DATE SIGNED BY BOTH PARTIES. CAI AND CUSTOMER MAY ALSO BE REFERRED TO INDIVIDUALLY AS A “PARTY” OR COLLECTIVELY AS THE “PARTIES” THROUGH THIS AGREEMENT.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed and delivered as of the Effective Date.

Consultants Ars Informatica, S.A.R.F	Telemetrix Inc.
By: /s/ Stacey Belding for William Waites	By: /s/ Larry Becker
Name: Stacey Belding for William Waites	Name: Larry Becker
Title: Lawful Attorney for the said William Waites,	Title: Authorized Representative
Date: October 12, 2006	Date: October 11. 2006

POSTPAID BILLING AND PROVISIONING SERVICES ORDER

THIS SERVICES ORDER (“Services Order”) is entered into by and between Consultants Ars Informatica S.A.R.F, a Canadian corporation, (“CAI”) and Telemetrix, Inc. (“Customer”), a Delaware corporation, as of the date specified (“Effective Date”). CAI and Customer may each also be referred to individually as a “Party” or collectively as the “Parties” throughout this Services Order.

For and in consideration of the mutual promises, benefits, and covenants contained herein, and for other good and valuable consideration, the receipt, adequacy, and sufficiency of which are hereby acknowledged, CAI and Customer hereby agree as follows:

1.      CAI MASTER SERVICES AGREEMENT

The Parties acknowledge and agree that this Services Order is entered into in accordance with and subject to that certain CAI Master Services Agreement No. (the “MSA”).

2.     DEFINITIONS

Unless otherwise specified, capitalized terms used in this Services Order shall have the meanings set forth below. All defined terms used herein and not otherwise defined shall have the meaning set forth in the MSA.

“GPRS” stands for General Packet Radio Service.

"LAN” stands for Local Area Network.

"WAN” stands for Wide Area Network.

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3.      SERVICES

(a)      Services Description. Subject to Customer meeting all of its obligations hereunder, CAI shall provide Customer with the Services, as described in Exhibit A.

(b)      Cooperation and Access. Customer shall provide reasonable access, cooperation, and anything else necessary to allow CAI to provide the Services.

4.     FEES

Customer shall pay to CAI fees for the Services as set forth in Exhibit B, and in accordance with the MSA.

5.      SUPPORT

CAI shall provide to Customer support for the Services as set forth in Exhibit C.

6.     TERM

(a)      Term. The term of this Services Order will commence on the Effective Date and will terminate on the December 31st next occurring more than three (3) years after the Effective Date (“Initial Term”) unless earlier terminated as set forth herein. After the Initial Term, this Services Order shall automatically be renewed for successive one (1) year terms (each a “Renewal Term”) unless otherwise terminated as set forth herein. The Initial Term and all Renewal Terms shall collectively be referred to as the “Term.”

(b)      Temination. Either Party may terminate this Services Order at the end of the Initial Term, or at the end of any Renewal Term, by delivering written notice to the other Party of its intent to terminate no less than ninety (90) days prior to the end of the Initial Term, the applicable Renewal Term or in the event that TLXT would like to terminate the Services supplied by CAI for circumstances unrelated to those identified in subsections (6a) or (6b), TLXT must provide to CAI a minimum of 90 days written notice of its intention to terminate this Agreement;

(c)      Effects of Termination. Upon the expiration or termination of this Services Order for any reason: (i) Customer shall immediately cease using the Services, and shall not thereafter use the Services or provide the Services to any other person or entity; (ii) Customer is solely responsible for procuring any new or replacement services upon termination; (iii) Upon termination the Agreement as per subsection, TLXT must make payment for outstanding invoices or charges due from the supply of Services by CAI up to the date of termination; (iv) Customer shall return all equipment, hardware, software, or other items provided by CAI under this Services Order; and (v) each Party shall return or destroy (at the disclosing Party’s option) any and all Confidential Information provided to it by the other Party.

7.      DISCLAIMER OF WARRANTIES

IN ADDITION TO ANY DISCLAIMERS OF WARRANTY SET FORTH IN THE MSA, THE SERVICES AND/OR MATERIALS PROVIDED BY CAI PURSUANT TO THIS SERVICES ORDER ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND CAI MAKES NO WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED, TO WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, AND NON-INFRINGEMENT.

8.      NOTICES

All notices to Customer shall be sent to the address set forth in the MSA. All notices to CAI shall be sent to the address set forth in the MSA

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9.      INTEGRATION

Subject to the terms of the MSA, whichh are not inconsistent with the terms herein, the Parties acknowledge and agree that this Services Order constitutes the entire understanding and agreement between CAI and Customer with respect to the subject matter hereof, and supersedes any and all prior or contemporaneous oral or written representation, understanding, agreement, or communication relating thereto.

10.      INCORPORATION BY REFERENCE

Exhibit A, Exhibit B, and Exhibit C are respectively by each and every reference thereto incorporated herein as though fully set forth herein.

11.     SURVIVAL OF TERMS

In addition to Section 7(d) of the MSA, Sections 1, 2, 4, 7 and 8 of this Services Order shall survive the termination or expiration of this Services Order.

IN WITNESS WHEREOF, the Parties have caused this Services Order to be duly executed and delivered as of the Effective Date.

CONSULTANTS ARS INFORMATICA S.A.R.F.

By: /s/ Stacey Belding for William Waites

Name: Stacey Belding for William Waites

Title: Lawful Attorney for the said William Waites, President

Date: October 12, 2006


TELEMETRIX, INC.

By: /s/ Larry becker


Name: Larry Becker

Title: Authorized Representative

Date: October 12, 2006

10

EXHIBIT A TO POSTPAID BILLING AND PROVISIONING SERVICES ORDER

SERVICES DESCRIPTION

CAI has created a system for switching and billing telephone calls and managing associated hardware, software and configuration. In particular, CAI will provision a system to process GSM records from Nokia hardware and to facilitate the provisioning of clients in a Nokia HLR.

It is estimated that it will take two months to implement a system with the basic core functionality required by TLXT. It is understood that this is an estimate and there are various third parties, contracted both by TLXT and by CAI who will be involved in such an undertaking, and it is entirely possible that the timeline may change through no fault of TLXT or CAI. CAI however will make every effort to supply TLXT with a useable billing and provisioning system within this time frame.

Specifically, CAI agrees to provide the following Services to TLXT:

a)    Processing of Call Detail Records for users (clients) of TLXT’s cellular network, categorizing these records into the appropriate wholesale client or institution according to the IMSI or MSISDN of the device that made the call, rating the calls and presenting this information to the end user via a user interface. In order for this to be possible, TLXT will, to the best of its ability, supply CAI with complete and useable documentation with respect to the format of the Call Detail Records and the desired billing and rating structure, as well as example records for use as test cases. TLXT will be required as well to provide an appropriate level of system access to obtain these records so that they may be processed.

b)    Creation of a customer billing interface or web portal so that TLXT’s wholesale users and clients may obtain their usage and billing data and pay for their telephone service.

     Furthermore, the CAI shall:

     i.    Contract with a third-party payment processor able to support standard credit-card and payment fraud detection mechanisms and procedures.

     ii.    Contract with one or more third-party collection agencies in order to recover any monies owing on any delinquent client accounts that TLXT may have.

     iii.    CAI shall supply TLXT with monthly statements of account detailing income and expenses resulting from this agreement.

c)    Provide an interface for users, clients and TLXT to add, remove and modify user profiles within the Nokia HLR. This would include assigning MSISDNs to IMSIs, defining customer details in appropriate fields and initiating messages from the SMSC to mobile devices for over the air activation, profile updates and deactivation.

d)   In addition to the fraud detection mechanisms made available by the credit card processor, CAI shall undertake to build in thresholds and alerts in order to detect certain types of unusual usage patterns on TLXT’s cellular network. It is understood however that such mechanisms are imperfect and also rely on historical trend analysis. Since there is as yet no historical data with which to work, such mechanisms as shall be conceived of and implemented by the CAI shall be deployed and improved with time.

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EXHIBIT B TO POSTPAID BILLING AND PROVISIONING SERVICES ORDER FEES

All amounts herein are represented in U.S. Dollars and shall be paid in U.S. Dollars.

1.      NON-RECURRING FEES

Customer shall pay to CAI Non-Recurring Fees of __________. Such Non-Recurring

Fees include the following:

     (a)   ; Postpaid Billing and Provisioning for Nokia network elements.

     (b)    Training. The Non-Recurring Fees include one day (up to eight (8) hours) of training for the Services.

2.      MONTHLY FEES

     (a)    The monthly fee shall be calculated to be the greater of ______________ or ____% of gross revenues from TLXT’s clients. Once TLXT has 10,000 individual users, (GPRS, SMS and/or Voice) the monthly fee becomes the greater of ______________ or ___% of revenues.

     (b)    Support. The Monthly Fees set forth in Section 2(b) above include a maximum of forty (40) man-hours of support per month for the Services, as described in Exhibit C.

3.      TRAVEL

During the Initial Term of this Services Order, Customer shall reimburse CAI for its reasonable travel, meals, and lodging expenses incurred in the provision of the Services provided herein. Any and all travel must be approved by TLXT in advance.

4.      ADDITIONAL FEES

Customer shall pay to CAI the following additional fees when applicable. (a) Additional Professional Services Fees. For professional services provided to Customer by CAI beyond those included in Section 1(a) above, Customer shall pay to CAI Additional Professional Services Fees of _______ per person per hour.

     (b)    Additional Training Fees. If CAI provides additional training to Customer beyond the eight (8) hours included in Section 1(b) above, Customer shall pay to CAI Additional Training Fees of __________ per day of training. In addition, Customer shall pay CAI’s travel costs as set forth in Section 3 above, regardless of whether such additional training occurs during the Initial Term or during a Renewal Term.

     (c)    Additional Support Fees. In the event CAI provides more than sixty (60) man-hours of support for the Services (as described in Section 2(b) above), Customer shall pay to CAI Additional Support Fees of $200.00 per person per hour for each hour of additional support provided.

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EXHIBIT C TO POSTPAID BILLING AND PROVISIONING SERVICES ORDER

SUPPORT

1.     SUPPORT

All services and support are provided from remote CAI locations. If on-site training and/or support is required, Customer is responsible for travel costs, meals and lodging as well as payment of hourly rates, if applicable. Support will be provided on a 365x24x7 basis.

2.     ASSUMPTIONS

All training and support provided for the services included in this Services Order are based on the following assumptions:

     (a)    Customer will provide a written confirmation of network readiness prior to requesting CAI engagement for the Services.

     (b)    Prior to the commencement of the Services, Customer will open up LAN/WAN firewall rules to allow CAI connectivity/connections to the relevant voice network elements for direct mediation.

     (c)    Customer shall provide vendor documentation of call detail record file formats for all relevant network elements outlined in this Services Order.

     (d)    Customer shall provide documented test calls using the CAI Test Call Form provided to Customer by CAI (during commencement of the Services) for all network elements.

     (e)    Prior to commencement of the Services, Customer shall provide a single point of contact for Postpaid billing and provisioning.

     (f)    Customer shall provide at least sixty (60) days advance written notice of any new network element. This notice includes vendor documentation of the exact software release of the new network element. Connectivity to the new network element is required at least thirty (30) days prior to the commencement of the Services.

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EX-10

Exhibit 10.2

SUPPLIER AGREEMENT

BY AND BETWEEN

PARIO SOLUTIONS, INC.

AND

TELEMETRIX, INC.

Pario Solutions, Inc.         Proprietary and Confidential

I.         DEFINITIONS	6
"Acceptance"	6
"Acceptance Letter”	6
"Acceptance Test”	6
"Additional Services”	6
"Commercial Launch"	6
"Commissioning"	6
"Contract”	6
"Contract Amendment”	6
"Contractor”	7
"Contract Price”	7
"Customized Software”	7
"Date of Completion”	7
"Date of Contract”	7
"Equipment”	7
"Extended Price"	7
"Field Installation Manager"	7
"Force Majeure”	7
"Health and Safety Legislation"	8
"Installation”	8
"List Price"	8
"Manufacturer”	8
"New Technology”	8
"Non-Customized Software”	8
"Operator Company”	8
"Order"	8
"Project Manager"	8
"Quality Plan”	8
"Ready for Service"	9
"Scope of Work"	9
"Schedule of Tests"	9
"Services"	9
"Site”	9
"Site Readiness"	9
"Software”	9
"Source Technology”	9
"Specification”	9
"System”	9
"System Breakdown”	10
"Unit”	10
"Writing”	10
II.        SCOPE OF CONTRACT	10
III.       SCOPE OF SUPPLY	10
Supply & Purchase	10
Specifications	10
Change Orders	10
Changes to Scope of Supply	10
Modifications	11
Requirements of Law	11
IV.        OBLIGATIONS OF EACH PARTY	11
Supply; Payment	11
Ordering Procedures	11
Lead Times	11
Information Needed for Supplying Equipment and Software	12
Prerequisites for Implementation Services	12
Information Concerning the Site	12
Documentation	12

2

V.        PRICE AND PAYMENTS	13
Pricing	13
Variation of Contract Price	13
Other Invoicing	13
Payment Terms	13
Title and Risk	15
Taxes	15
VI.       DELIVERY	15
Delivery Terms	15
Order Process	16
Order Confirmation	16
Inspection of Goods	16
Delivery Dates	16
VII.         SERVICES	17
Description of Services	17
Site Preparation for Implementation Services	17
VIII.      WARRANTIES, INDEMNITY AND INSURANCE	18
Hardware Warranties	18
Contractor's Liability and Insurance	18
Contractor's Personnel	19
IX.       TERM AND TERMINATION	19
Term and Termination of the Contract by the Operator	19
Termination of the Contract by the Contractor	20
Contract Price upon Termination of Contract	20
X.        FORCE MAJUERE	20
XI.       GOVERNMENT REGULATIONS; COMPLANCE WITH LAWS	21
XII.      CONFIDENTIALITY	12
XIII.     GENERAL	21
Progress Reports	21
Date of Completion and Extension Thereof	21
Project Control and Dispute Escalation	22
Acceptance Testing	22
Acceptance Letter	23
Installation Tools and Plant	23
Non - Integration	23
Construction of Contract	23
Transfer and Sub-Letting	23
Alteration to Contract	23
Severability	24
Waiver	24
Survival	24
Notices	24
Assignment	25
Applicable Law and Arbitration	26

3

This CONTRACT is between the CONTRACTOR, PARIO SOLUTIONS, INC., a Delaware Corporation conducting business at 541 Industrial Way West, Suite B, Eatontown, NJ 07724 and the OPERATOR COMPANY, TELEMETRIX, a Delaware Corporation conducting business at 7105 La Vista Place, Suite 100, Longmont, CO 80503. The Operator Company agrees to buy Equipment, Software and Services specified in the terms and conditions set forth below:

DEFINITIONS

The following expressions shall where the context so permits have the meanings hereby respectively assigned to them:

“Acceptance”

Means the acceptance of the System as further detailed in Appendix 1.

“Acceptance Letter”

Means the document issued by the Operator Company when Acceptance Testing has been successfully completed.

“Acceptance Tests”

Means tests that are conducted on the System after implementation to verify performance as per design specification.

“Additional Services”

Means those additional services requested by the Operator Company from the Contractor from time to time.

“Commercial Launch”

Means the System is in service and carrying commercial traffic for the Operating Company

“Commissioning”

Means the commissioning of the System as further detailed in Appendix 1.

“Contract”

Means the Agreement between the Operator Company and the Contractor named therein incorporating these Sections and includes (a) any Contract Amendment and (b) all agreed specifications, plans, drawings and other documents which are prepared pursuant to the said Agreement.

“Contract Amendment”

Means the document by which changes to prices, Date of Completion and any relevant document in the Contract may be introduced.

“Contractor”

Means PARIO SOLUTIONS, Inc. a Delaware corporation headquartered at 541 Industrial Way West, Suite B, Eatontown, New Jersey 07724, and includes its successors and permitted assigns.

“Contract Price”

Means the price payable to the Contractor by the Operator Company under the Contract for the full and proper performance by the Contractor of his part of the Contract.

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“Customized Software”

Means Software, unique service offerings and research and development programs specially written and developed for the Operator Company. The intellectual property arising from such work performed by the Contractor shall upon full payment of any relevant fees, vest in and be owned by the Operator Company, provided that the Operator Company specifies at the outset, i.e. in a request for quotation, that it wishes to own such intellectual property.

“Date of Completion”

Means the date specified in the Contract at Clause IX.

“Date of Contract”

Means the date on which this Contract is executed.

“Equipment”

Means all items other than Software that the Manufacturer and Contractor are required to supply as part of the System.

“Extended Price”

Means the price to the Operator by the Contractor which is discounted from the Manufacturer's List Price

“Field Installation Manager”

Means the individual nominated by the Operator Company from time to time who is in charge of the day-to-day implementation of the System for the Operator Company.

“Force Majeure”

Means events which are beyond the reasonable control of the party claiming Force Majeure which occur after the Date of Contract and which were not reasonably foreseeable prior to that date and whose effects are not capable of being overcome without reasonable expense and/or loss to the party concerned. Events of Force Majeure include but are not limited to war, the threat of imminent war, riots, or other supranational legal authority, or any other industrial or trade disputes, fires, explosions, storms, floods, lightning, earthquakes, and other natural calamities.

“Health and Safety Legislation”

Means the Health and Safety Legislation that apply within Nebraska and those regulations issued under any such legislation.

“Installation”

Means materials, labor, testing and anything else necessary to be provided or under taken by the Contractor under the Contract to enable the System to be installed Ready for Service.

“List Price”

Means the Manufacturer’s published list price

5

“Manufacturer”

NOKIA NETWORKS, a Finland based corporation, manufacturer of GSM and GPRS network equipment and includes its successors and permitted assigns. This includes approved third party suppliers such as Cisco, Hewlett-Packard and Sun Microsystems.

“New Technology”

Means inventions, drawings, designs and technical information including but not limited to know-how, data, formulae, specifications, procedures and techniques all of which are of a confidential nature discovered, developed or generated in the course and as a consequence of the Contract, and acknowledged by both parties to be New Technology for the purposes of the Contract.

“Non-Customized Software”

Means Software supplied under the Contract other than Customized Software.

“Operator Company”

Means TELEMETRIX Inc., a Delaware Corporation headquartered at 7105 La Vista Place, Suite 100, Longmont, Colorado 80503and includes its successors and assigns.

“Order”

Means the purchase order placed by the Operator in accordance with the terms of this Contract for the purchase of Equipment and/or Software and/or Services.

“Project Manager”

Means the individual nominated by the Contractor from time to time who is in charge of the day-to-day implementation of the System for the Contractor.

“Quality Plan”

Means the document defining the specific quality practices, resources and sequence of activities relevant to the Equipment and Software and in accordance with ISO 9000.

“Ready for Service”

Means that the system has successfully passed its Commissioning and Acceptance tests.

“Scope of Work”

Means all activities to be completed by the Contractor and Operator Company through the Commissioning and Acceptance of the System

“Schedule of Tests”

Means the specific tests conducted on the System after implementation to verify performance as per the Manufacturers design specification.

6

“Services”

Means all activities to be provided by the Contractor to complete the Installation of Equipment.

“Site”

Means the land, buildings, and environment where the System is to be installed.

“Site Readiness”

Means the Site complies with all the requirements specified in Appendix 1- SOR including site design, permitting and construction works.

“Software”

Means the set of instructions to be provided by the Manufacturer necessary for the control, operation and performance of the System in accordance with the requirements of the Specification, including without limitation, all operating systems, application programs and diagnostic Software and shall also include all soft data file under the control of the Administrative program Software.

“Source Technology”

Means inventions, drawings, designs and technical information including but not limited to know-how, data, formulae, specifications, procedures and techniques all of which are of a confidential nature provided by the Contractor for the purposes of the Contract.

“Specification”

Means the Specification of the Operator Company incorporated in the Contract.

“System”

Means GSM and GPRS equipment purchased by the Operator Company from the Contractor to be used for the delivery of GSM mobile services in BTA411 Scottsbluff, Nebraska. For the purposes of this definition the System comprises of the Equipment and Software provided by the Contractor.

“System Breakdown”

Means a substantial failure of the System to operate in accordance with the Specification, including, without limitation, an unsuccessful reloading, or no traffic handling by the System or the handling capacity of the System is severely reduced or the System charging functions do not work in accordance with the Specification.

“Unit”

Means an item of equipment that forms part of the System.

“Writing”

Means telexes, facsimile transmission, letter and other comparable means of communication.

7

SCOPE OF CONTRACT

The Parties have agreed to enter into this Contract the purpose of which is to set out the terms and conditions on which the Parties shall operate with respect to the supply of Equipment, Software and Services by the Contractor to the Operator.

SCOPE OF SUPPLY

Supply & Purchase

The Contractor agrees to supply and the Operator agrees to purchase Equipment, Software and Services as needed in the Operator’s sole discretion. The prices for the Equipment and Software in the scope of supply are specified in Appendix I. Services will be quoted on a case-by-case basis.

Specifications

Appendix II contains a description of the Specifications for the Equipment and Software. Appendix IV contains a description of the Services.

Change Orders

If changes are required to Orders, the change order procedure described in Appendix III will apply.

Changes to Scope of Supply

Either Party may at any time propose changes to the scope of this Contract (such as the addition of new items or features, or amendments to the existing Equipment, Software or Services described herein). If circumstances make such changes unavoidable, each Party agrees to notify the other Party immediately upon discovery of the need for such change. The Contractor agrees, when proposing a change, at the same time or within a reasonable time thereafter) submit a written offer to the Operator concerning any changes to the price, delivery schedule and other terms and conditions of this Contract pertaining to or affected by such change.

Modifications

The Manufacturer may in its sole discretion discontinue the production or development of certain technologies or versions of Equipment or Software or to discontinue certain Services supplied or performed from time to time. THE CONTRACTOR DISCLAIMS ANY AND ALL LIABILITY FOR SUCH DISCONTINUATION. If such discontinuation takes place during the validity of this Contract, the Operator shall be entitled to make a last-time buy after having received at least 30 days prior written discontinuation notice from the Contractor. Such discontinued Equipment or Software or model or version or Service shall become automatically deleted from this Contract upon notice. The Manufacturer shall have the right to modify the Equipment or Software without prior consultation with the Operator. The Contractor will inform the Operator of such modifications in advance as early as reasonably possible. The Contractor shall have no obligation to include any new versions, models or modifications of the Equipment or Software to this Contract.

Requirements of Law

The Operator agrees to obtain all governmental consents, permits approvals and licenses necessary for the timely delivery, installation, testing, commissioning and operation of the System.

OBLIGATIONS OF EACH PARTY

Supply; Payment

The Contractor agrees to supply and the Operator agrees to promptly pay for, the Equipment, Software and Services, in accordance with the terms and conditions herein.

8

Ordering Procedures

The Operator agrees to issue Orders in accordance with the procedures herein and Appendix III. The Parties acknowledge and agree that all Orders and requests for Services are subject to goods and parts availability as well as worked availability.

Lead Times

The lead times for supplying Equipment, Software and Services are specified in Appendix III, Schedule 1. These lead times are only valid for Orders which are in compliance with all the specified ordering and demand planning requirements, are accepted by the Contractor and are not changed after issuance. All other Orders will be filled on an as-available basis. The Operator acknowledges that the Contractor does not guarantee that Orders shall be filled within the specified lead times but that it shall use its reasonable efforts to fulfill such orders.

Information Needed for Supplying Equipment and Software

The Operator agrees to provide all information reasonably requested by the Contractor from time to time for the performance of obligations under this Contract. Information will be provided promptly upon request, and/or as specified in the Appendices of this Contract.

Prerequisites for Implementation Services

The Operator Company agrees to make available to the Contractor the services and assistance reasonably requested by the Contractor in connection with the planning, acquisition, building, installation and commissioning of the Sites. Prior to performance of any Services by the Contractor the Operator Company shall certify that the Site requirements for the location where the Services are to be performed shall in all respects conform to the Site requirements as more particularly defined in Appendix IV. Failure to meet such requirements may result in additional costs, which will be invoiced and paid by the Operator Company.

Information Concerning the Site

It shall be the responsibility of both the Contractor and Operator Company to obtain complete and accurate information concerning the Site.

Visits to the Site by the Contractor shall be permitted subject to prior agreement

Documentation

All drawings, diagrams, specifications and any other information to be provided by the Contractor to the Operator Company under the Contract shall be supplied by the Contractor in English within the times stipulated in the Contract.

The Contractor shall be solely responsible for any delays resulting from failure on his part to provide such drawings, diagrams, specifications and/or other information to the Operator Company within the times required.

Prior to the Acceptance of the System, the Contractor shall furnish the Operator Company with all documentation prepared by the Contractor including operating and maintenance instructions, and other drawings providing sufficient detail to enable the Operator Company to operate and maintain the System.

On delivery of the System any drawings and documents held by the Contractor must be retained during the lifetime of the System to enable the Contractor to supply any replacements or extensions to the System should these subsequently be required.

9

The copyright of all drawings, specifications and data issued by either party in connections with the Contract shall remain the property of that party, but the Operator Company shall be allowed to reproduce for its own use drawings, specifications and handbooks of the Equipment for training, installation, operation and maintenance requirements. The Contractor shall provide the Operator Company with reasonable access to all these documents so that copies may be made.

Any apparent omission, inconsistency or ambiguity in detail and/or description in any of the documents and/or drawings supplied by the Contractor shall be referred to the Contractor without delay for clarification.

PRICE AND PAYMENTS

Pricing

Appendix I contains prices of the Equipment and Software, as well as the provisions concerning validity of the prices over time. For avoidance of doubt the prices listed in Appendix I correspond to the Equipment and Software versions offered by the Manufacturer at the time of entering into this Contract. All pricing shall be in United States Dollars (USD). The Contractor reserves the right to update the Equipment, Software and prices for these on a regular basis as needed to manage its business.

Variation of Contract Price

The Contract Price shall be firm and shall not be varied except as agreed to by the Operator Company and the Contractor.

Except as expressly stated in the Contract no variation in the price payable shall be made as a consequence of variations in the rates of exchange.

Other Invoicing

The prices of any material and Equipment and Software not set out in Appendix III will be invoiced upon receipt of the Order. All invoices shall be paid in United States Dollars (USD).

Payment Terms

Unless otherwise mutually agreed in writing between the parties, the Operator Company shall pay the full amount of any invoice rendered by the Contractor according to the terms set forth herewith, to the Contractor’s account at such bank as the Contractor has notified in writing.

Hardware and Software. For the equipment component of each purchase order, the following terms will apply:

o ___________________________________________________________________________.

o ___________________________________________________________________________.

o ___________________________________________________________________________.

Services. For Services, which will be priced on a case-by-case basis, the following terms will apply:

o ___________________________________________________________________________.

o ___________________________________________________________________________.

o ___________________________________________________________________________.

10

All expenses for travel to and within Nebraska, and accommodation in Nebraska invoiced monthly with receipts provided.

Any delay in the project for which the Contractor is not responsible, the Contractor reserves the right to invoice the Operator Company ________ per person per day for the Contractor’s personnel or a previously agreed rate for its sub-contractors.

Likewise, any delay in the project for which the Operator Company is not responsible, the Operator Company reserves the right to invoice the Contractor ___________ per day as a genuine pre-estimate of the additional expenses that it will incur.

The Operating Company shall receive the following documents:

(i)   Proof of receipt by the Operator Company’s designated carrier in one original and two copies marked DDP “Delivered Duties Paid” at named place.

(ii)   Commercial invoice in three original and three copies indicating the purchase order no., commodity, quantity, shipping mark and total amount.

(iii)   Packing list in 3 copies.

A failure by the Operating Company to pay any invoice by the Due Date shall entitle the Contractor, at its option,

(i)   to charge the Operating Company a late interest sum due and unpaid, from the Due Date until payment is actually received by the Contractor in full, at an annual rate of eight percent (8 %) or such amount as permitted by law; and/or

(ii)   to provide Operator with notice in writing of such non-payment, and if Operator does not cure such non-payment within ten (10) days of receipt of such notice, Contractor may cancel this Agreement and/or stop delivery where the Operator Company is delinquent on any of its payments without any liability towards the Operator Company. Cancellation and/or stoppage shall be without prejudice to any other rights that the Contractor may have pursuant to the Operator Company’s breach of this Agreement.

Title and Risk

(i)  Title to a shipment of Equipment in response to an Order shall pass to the Operating Company only when the Contractor delivers the Equipment in accordance with Section VI. Until such date, title to the Equipment shall remain vested in the Contractor. For the avoidance of doubt title to the Software (including firmware) shall never pass to the Operating Company.

(ii)   Risk of loss or damage to a shipment of Equipment and/or Software in response to an Order shall pass to the Operating Company in accordance with the delivery term set forth in with Section VI below.

Taxes

The fees listed in the Contract do not include taxes. The Operator Company shall be responsible for all local taxes, duties and levies associated with the Equipment and Software provided by the Contractor.

11

DELIVERY

Delivery Terms

The Contractor shall deliver all accepted Orders in reasonable accordance with the terms set forth in the Order and this Contract. All Orders shall be deemed “delivered” once the Manufacturer places the Equipment and/or Software with a common carrier. All deliveries will be DDP Dallas, Texas (INCOTERMS 2000). The Operator Company will be invoiced for freight from Dallas to final destination. Should the Operator Company request and the Contractor agree then the Contractor may deliver all accepted Orders to an Operator Company nominated location in such event the payment made by the Operator Company to the Contractor under this Contract should also include without limitation insurance fee, duties, additional transportation cost and any other related administrative costs. No warehouse is to be supplied by the Contractor.

Order Process

The Operator Company shall from time to time place written orders for such Equipment and Software as the Operator Company may require. The Contractor shall send a confirmation of the acceptance or modification of the order within five (5) working days from the receipt of the order.

Order Confirmation

Each order placed by the Operator Company and accepted by the Contractor shall give rise to the confirmation of the order issued on the following conditions of sale, save as expressly otherwise offered or confirmed by the Contractor:

The price of each Equipment and Software shall be the Contractor’s price (reference is made to APPENDIX III) or quoted price in effect on the date when the order is accepted.

Shipping dates accepted by the Contractor shall be understood as estimates. The Contractor shall make reasonable efforts to respect these dates.

Inspection of Goods

The Operator Company agrees to inspect Equipment and Software delivered within 5 business days of delivery, to declare any errors in quantity and to record any damaged or non-conforming items. If any errors, damage or non-conformities are discovered, the Contractor agrees promptly to replace the same as soon as reasonably possible. In the absence of manifest error or a written notice of Operator Company to the contrary within five (5) business days of delivery, the delivered goods will be deemed to be correct as to quantities and condition, in accordance with the documentation issued by the Manufacturer. Minor missing items and shortfalls which do not prevent the installation of the Equipment and Software concerned will not render the delivery concerned incomplete for the purposes of this Contract, provided that Manufacturer makes good such missing items in sufficient time for the proper installation of the Equipment and Software by the Contractor at the relevant Site.

Delivery Dates

The time periods for delivery shall be notified to the Operator Company and/or will be specified in each Order, in accordance with the order lead times specified in Appendix III and will, upon the confirmation of the Contractor, become incorporated into the delivery schedule which is to be updated from time to time. The Operator Company expressly agrees to adhere to said Delivery schedule. The delivery schedule, as well as prices, will be adjusted by the actual impact of any External Factors or changes made by the Operator Company that affect the Delivery of Equipment and Software and the performance of Services by the Contractor under this Contract.

12

SERVICES

Description of Services

The Contractor agrees to supply and the Operator agrees to purchase Implementation Services as needed in the Operator’s sole discretion. Services will be quoted on a case-by-case basis.

Site Preparation for Implementation Services

Where the Operator Company is to prepare a Site or Sites for the Contractor’s Implementation Services, The Operator Company must, no later than seven (7) calendar days before installation, notify the Contractor in writing of the readiness of the Site, in accordance with the terms of Appendix IV. The Contractor may then inspect the Site within the next seven (7) calendar days, to ascertain Site readiness for installation. The Operator Company may participate in such inspection, provided no delay is caused thereby. The Contractor’s representatives will certify the results of the Site inspection. Minor discrepancies not affecting proper installation, and commissioning of the Equipment and Software will not prevent installation, provided that the Operator Company makes good the discrepancies as soon as possible and in any event in sufficient time for the necessary commissioning in accordance with the Delivery schedule. Discrepancies that prevent provision of Implementation Services or part thereof must be remedied by the Operator Company without unreasonable delay and not later than seven [7] calendar days after the Contractor’s notice of discrepancy. The Operator Company must notify the Contractor when such discrepancies have been remedied and a second Site inspection will take place at the cost to the Operator Company. The Delivery schedule will be amended by delays caused by repeated inspection(s).

Upon satisfactory completion of the preparation of each Site, a certificate to that effect shall be signed by the representatives of the Contractor. On that certificate there shall be recorded such minor discrepancies observed (if any) that do not prevent the commissioning of the Equipment and Software in accordance with the requirements of this Contract.

Upon completion of the applicable Service, the Contractor shall notify the Operator Company that it is completed and shall in accordance with Article V duly submit an invoice.

WARRANTIES, INDEMNITY AND INSURANCE

Hardware Warranties

The Contractor warrants that each of the Manufacturer’s Product shall be free from defects in materials and workmanship during a period of twelve (12) months from the date of FCA shipment for the hardware (hereinafter “Warranty Period”). Notwithstanding the aforesaid, in the event that the Manufacturer’s Product is to be installed by the Contractor pursuant to the Agreement, the Warranty Period for the Manufacturer’s Product shall commence on the date of installation or such later date of (provisional) acceptance as may have been agreed upon in the Agreement, however, under no circumstances later than three (3) months from the date of delivery from the Contractor. The Manufacturer’s Software and Manufacturer Products shall be deemed delivered once the Contractor places the Manufacturer’s Software and/or Manufacturer Products with a common carrier for delivery to the Operator Company.

Contractor’s Liability and Insurance

In addition to and without prejudice to the generality of these terms and conditions, the Contractor undertakes to keep the Operator Company fully indemnified against all liability, loss, damage, costs and expenses (including legal expenses) awarded against or incurred or paid by the Operator Company resulting directly or indirectly at any time from:

(i) Any damage to the Operator Company’s property by reason of the negligence, omission and/or default of the Contractor, his employees or agents or any of the Contractor’s sub-contractors, their employees, or agents; and

(ii) Any damage to the property of any third party by reason of the negligence, omission and/or default of the Contractor, his employees or agents or any of the Contractor’s sub-contractors, their employees, or agents; and

(iii) Any claim for infringement of any Health and Safety Legislation and regulations by reason of the negligence, omission and/or default of the Contractor, his employees or agents or any of the Contractor’s sub-contractors, their employees or agents.

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The Contractor’s liability under the requirements of this Section or elsewhere in the Contract shall not, unless otherwise specified and save for death and personal injury, exceed the Contract Price.

It is expressly agreed by the Operator Company and the Contractor that neither party shall be liable for any incidental, indirect or consequential loss including lost business, lost savings and loss of profit arising in circumstances covered by this Contract, even if the parties have been advised of the possibility of the occurrence of such damages.

Contractor’s Personnel

The Contractor shall ensure that the staff he provides under the Contract are suited in skill, health and temperament for the conditions and environment in which the Installation is to be carried out and that at least one member of such staff at each location where major Installation work is necessary can converse fluently and competently regarding technical matters in English.

Repaired or replaced units and subassemblies of the Manufacturer’s Products shall have a new Warranty Period of six (6) months from date of delivery to the Operating Company or up to the end of the original warranty period, whichever is longer.

TERM AND TERMINATION

Term and Termination of the Contract by the Operator

This Agreement shall subsist for a period of one (1) calendar year from the date of execution (the “Initial Period”) and unless terminated by either party on notice received by the other no less than sixty (60) days prior to the end of the Initial Period or any subsequent period, the Agreement shall automatically be renewed for a further period of one (1) calendar year.

Without prejudice to any claim or right he might otherwise make or exercise, the Operator Company shall have the right to immediately terminate the Contract by notice in Writing to the Contractor if during the course of the Contract the Contractor shall be in breach of Contract and the Operator Company shall so inform the Contractor by notice in Writing and should the breach continue for more than ten (10) days (or such longer period as may be specified by the Operator Company) after such notice.

The Operator Company shall be entitled to terminate the Contract without liability to the Contractor by giving summary notice to the Contractor if:

° The Contractor makes any voluntary arrangement with his creditors or becomes subject to an administration order or goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction); or ° A secured party takes possession, or a receiver is appointed over any of the property of the Contractor; or

° The Contractor ceases or threatens to cease to carry on business; or

° The Operator Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Contractor and notifies the Contractor accordingly.

Any termination of this Contract shall not affect any accrued rights or liabilities of either party nor shall it affect the coming into force or the continuance in force of any provision of this Contract that is expressly or by implication intended to come into or continue in force on or after such termination.

Upon termination of the Contract as provided, the Contractor shall forthwith cease work and remove his labor from the Site. However, the Contractor shall not move away from the Site any Equipment whatsoever and shall not remove any temporary buildings, tools, plant, goods or materials provided by the Contractor until given permission to do in writing by the Operator Company and the Operator Company may complete the purchase of any such Equipment and use any temporary buildings, tools, plant, goods or materials upon paying or allowing the Contractor the unpaid price of such Equipment and a fair price for such use.

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Termination of the Contract by the Contractor

The Contractor shall not have the right to terminate or abandon the Contract except for reasons of Force Majeure, or if the Operator Company shall be in breach of Contract or becomes insolvent or bankrupt.

Contract Price upon Termination of Contract

In the event of the Contract being terminated by the Operator Company or Contractor the Contract Price payable by the Operator Company to the Contractor (after taking into account amounts previously paid under the Contract) shall be:

The price (as specified in the Contract) of the work completed at the date of termination;

The fair value of work (on the basis of Contract prices) begun and executed but not completed at the date of termination;

(a) the price (as specified in the Contract) for Services supplied and

(b) the cost of materials, goods and services properly ordered for the purposes of the Contract for which the Contractor shall have paid or for which the Contractor is legally bound to pay and on such payment by the Operator Company any such Service, materials or goods so paid for shall become the property of the Operator Company;

Any other expenses reasonably incurred by the Contractor as a result of such termination.

FORCE MAJEURE

The party so affected shall promptly notify the other in writing, shall use its best endeavors to mitigate the effect upon the Contract and shall be excused from the performance of such obligations while or to the extent that its performance is interrupted or prevented by one or more such causes.

In the event of Force Majeure preventing one or more parties from performing under the Contract for a period of longer than ninety (90) consecutive days from the date of such notice the other party shall be entitled to terminate the Contract under this Condition by giving seven (7) days notice in writing to the first party.

GOVERNMENT REGULATIONS; COMPLIANCE WITH LAWS

The System shall conform to the standards mentioned in the Specification and, when no applicable standard is mentioned, to the latest issued authoritative standard appropriate in the country of origin of the Equipment or services.

CONFIDENTIALITY

The Contractor shall treat as confidential any oral or written information which he receives from or on behalf of the Operator Company or which the Contractor or any person who represents him obtains under the Contract or as a consequence of it and will ensure that such information is used solely in assisting the Contractor in supply and testing of the System and that it will not be passed on to third persons except in so far as is required for the above mentioned purposes.

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GENERAL

Progress Reports

A written progress report shall be submitted weekly by the Contractor to the Field Installation Manager showing the progress of development/production, scheduled dates for delivery of the Sites, any anticipated delivery delays and other relevant information. Each progress report shall include a statement either confirming that the agreed Date of Completion will be met or giving a detailed explanation should there be any possibility of delay. Weekly status meetings either in person or via teleconferencing shall be conducted through the Date of Completion of the project or as long as either party deems necessary. The Operating Company will designate a Chairperson for such status meetings.

Date of Completion and Extension Thereof

The Contractor shall provide the Equipment, Software and Services and shall ensure that the System is Ready for Service on or before the Date of Completion. The Contractor and Operator Company shall agree upon the Date of Completion for the implementation and acceptance of each component of the System. The Date of Completion for the entire System shall be on or before 3 months after sign-off of Site Readiness.

If the Contractor at any time has reason to believe that the Date of Completion may be delayed the Contractor shall promptly notify the Operator Company in Writing of the expected period of the delay, the cause of the delay and the steps proposed by the Contractor to minimize the delay. Both the Operator Company and the Contractor in writing shall agree upon any extension to the Date of Completion.

If and to the extent that the Date of Completion is necessarily delayed by Force Majeure of which prompt notice has been given hereunder the Date of Completion shall be deferred.

Project Control and Dispute Escalation

The Contractor shall appoint a Project Manager who will be fully conversant with all background of the project, have sufficient delegated authority to make day to day decisions on Site during the progress of the project without recourse to his head office and have full control of the Contractor’s personnel on Site.

The Operator Company shall appoint a Field Installation Manager with whom the Contractor’s Project Manager shall maintain the closest possible cooperation at all times.

In the event of a dispute the Project Manager and Field Installation Manager shall make all reasonable efforts to resolve the issue. In the event that they are unable to do so then upon the request of one or both parties the dispute shall be passed to their respective President (or his/her duly appointed agent) who shall in turn make all reasonable efforts to resolve the dispute. In the event that this is not possible within a period of 10 working days or such other period, as the parties shall agree, the dispute shall be resolved through arbitration. Either party may submit the dispute, governed by the Commercial Arbitration Rules of the American Arbitration Association (including limited scope, expedited discovery if either party so requests). Costs of mediation and arbitration will be split 50-50 by the parties.

Acceptance Testing

The Contractor shall before System Acceptance Tests are due to commence on Site submit for the approval of the Operator Company a comprehensive Schedule of Tests designed to prove that the System will operate in accordance with the requirements of the Contract.

The Contractor shall notify the Operator Company’s Field Installation Manager in Writing at least one week in advance of the date that the on Site Systems test are scheduled to start. The Operator Company’s Field Installation Manager will either arrange to be available to witness the acceptance testing of the System, or advise the Contractor that he will not attend. The tests will be carried out in as short a time as is practicable.

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Two copies of the annotated certified schedule of tests shall be sent to the Operator Company and one copy shall be retained by the Contractor.

Acceptance Letter

The Operator Company will execute an Acceptance Letter for each component of the System when the Contractor has demonstrated that the performance of the system has satisfactorily completed the Schedule of Tests.

The execution of an Acceptance Letter shall nevertheless be without prejudice to any claim of the Operator Company in respect to any defects that may subsequently become apparent or be discovered.

Installation Tools and Plant

The Contractor shall provide all necessary installation tools. Site acquisition and other plant related issues are the responsibility of the Operator Company

Non - Integration

Operator Company shall not incorporate any components into the System other than those components specifically approved and/or supplied by the Contractor and/or Manufacturer

Construction of Contract

The Contract shall be deemed to have been made in the State of Delaware, United States of America and shall be governed by and construed in accordance with the laws of the State of Delaware, United States of America.

Transfer and Sub-Letting

The Contractor shall not give, bargain, sell or assign, sublet or otherwise dispose of the Contract or any part thereof without the previous consent in writing of the Operator Company.

The Contractor shall not change sub-contractors without the prior consent in writing of the Operator Company. Such consent shall not relieve the Contractor from any liability or obligation under the Contract

Alteration to Contract

All alterations, together with any consequential amendment which may be necessary with respect to Contract Price, the Date of Completion or otherwise shall be mutually agreed between the Operator Company and the Contractor and confirmed in Writing before the alteration is put into effect.

Alterations shall be recorded by means of formal Contract Amendments signed by the Operator Company and the Contractor.

Severability

In the event of any or more of the provisions of the Contract being held for any reason to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of the Contract and the Contract shall be construed as if such invalid, illegal or unenforceable provision was not a part of the Contract.

Waiver

The failure of either party to enforce any of their rights or to require the performance of any obligation, responsibility or liability of the other party under the Contract shall not of itself be taken as a waiver of either party’s rights, obligations, responsibilities or liabilities under the Contract.

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Survival

Notwithstanding anything contained herein to the contrary, the provision of this Contract expressly or by implication survives termination or expiry of this Contract and shall continue in full force and effect thereafter.

Notices

Any notice required or authorized by this Contract to be given to either party to the other shall (except as expressly provided herein) be sent either by first class pre-paid post or facsimile transmission to the other party at the address or (as appropriate) facsimile number and marked for the attention of such person as is specified below.

Any notice sent by post which is not returned to the sender as being undelivered shall be deemed to have been duly served on the third working day following mailing.

Any notice sent by facsimile transmission shall be deemed to have been duly served on the date of transmission, providing that a copy is sent by first class pre-paid post to the other party at the address set out below within 24 hours after transmission.

The respective address of the parties for the service of any notice under this Section shall be:

For the Contractor:

PARIO SOLUTIONS, Inc
541 Industrial Way West
Suite B
Eatontown, NJ 07724

Attn: James O’Reilly
            Vice President – Business Development

For the Operator Company:

TELEMETRIX, INC.
7105 La Vista Place
Suite 200
Longmont, CO 80503

Attn: Allister Clisham
            Vice President of Operations

The address for the service of the parties (including the name and the identity of the recipient) and/or the facsimile number to which the notices must be sent may be changed upon notice being given by either part to the other in Writing.

Assignment

This Contract shall insure to the benefit of and be binding upon the Parties hereto and their respective successors and permitted assigns. Neither party shall assign or transfer the Contract without the prior written consent of the other Party, except that Contractor may assign its rights and delegate its duties, obligations and liabilities hereunder to a designated (directly or indirectly) subsidiary controlled by the Contractor, provided that Contractor remains jointly and severally liable as to the performance of its obligations by such Subsidiary.

Applicable Law and Arbitration

This Agreement is governed by the laws of the State of Delaware.

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The Parties agree that any dispute under this Agreement will first be submitted to a higher authority within each company for possible resolution and/or mediation. A professional mediator may be selected by the parties if either party so elects. If mediation is not successful within 10 days either party may submit the dispute to binding arbitration governed by the Commercial Arbitration Rules of the American Arbitration Association (including limited scope, expedited discovery if either so requests). Costs of mediation and arbitration will be split 50-50 by the parties. In the event of arbitration the arbitrator’s decision shall be final and binding.

IN WITNESS WHEREOF: the parties hereto have caused this Contract to be duly executed as of the later of the dates written below, such parties acting by their duly authorized representatives.

TELEMETRIX, INC	PARIO SOLUTIONS, INC.
By: /s/ Larry Becker	By: /s/ James J. OReilly
(signature)	(signature)
Name: Larry Becker	Name: James J. O’Reilly
Title: Authorized Representative	Title: VP Business Development
Date: 4/3/06	Date: 4/4/06

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Appendix I
Equipment Pricing

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This page intentionally left blank due to confidential information

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Appendix II
Technical Standards and Specifications

Document listing, by reference number, the Technical Specifications and
Environmental Site Requirements

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TECHNICAL SPECIFICATIONS AND ENVIRONMENTAL
SITE REQUIREMENTS

The following product descriptions and site requirements specifications documents are incorporated herein by reference:

Document Number	Revision	Title
03398222	Issue 1-0	Nokia UltraSite/EDGE BTS Product Description
01149718	Issue 6-0	DX200 Base Station Controller, BSC3i: ANSI
0468609	Issue 1-0	BSC S11 Product Description
0279981	Issue 5-0	Multimedia Gateway Rel.4
02208557	Issue 1-0	DX200 Transcoder TCSM2A Product Description

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Appendix III

Order Procedures

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Introduction

This annex describes the logistics procedures related to ordering, delivery and invoicing that will apply to purchases of infrastructure equipment, software and services under this Agreement. Terms used in this annex are those defined in the Contract, unless separately defined herein.

Demand – Supply Chain Interfaces

As the interaction between the Contractor and Operating Company is essential for a smooth and efficient logistics process, The parties agree to appoint the following persons to be the key contact persons in each of the following demand-supply chain interfaces

Interface	Operating Company’s contact	Contractor’s contact
Ordering		Karen Forbes
		k.forbes@pariosolutions.com
Shipping/delivery		Don Still
		d.still@pariosolutions.com
Invoicing		Karen Forbes
		k.forbes@pariosolutions.com
Payment		Karen Forbes
		k.forbes@pariosolutions.com
Support Services		support@parisoloutions.com

*Other demand-supply interfaces might include custom service requirements, special platform integration support, etc. The objective is to create a point-to-point contact for anything that may cause an incomplete order, an incomplete shipment, or an incomplete invoice.

Ordering

Order Procedures

In accordance with the terms and conditions of the Agreement, an Order shall be issued by the Operating Company to the Contractor for each individual Sales Package required to be provided by the Contractor to the Operating Company. The Order shall include at least the following information, as applicable:

o Operating Company’s order reference and order date o Site identification reference, related cluster reference, phase number o Delivery Address, requested Hardware delivery date at named place

o If the Operator Company is receiving the hardware directly, then opening times of the delivery address shall be specified together with names of authorised personnel entitled to take delivery.

o Requested time period during which Services shall be provided o Complete and correct Sales Package information including purchase codes o Quantities and prices according to the agreed price list for Equipment and services o Contact person and phone number

Order Confirmation

Operating Company’s Orders shall become valid when confirmed by the Contractor in accordance with the terms and conditions of the Agreement. The Contractor shall send an Order Confirmation to the Operating Company within:

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— five (5) working days after receipt of the correct and complete Order.

The Contractor’s Order Confirmation shall include the following information and such information shall be deemed to replace the information included on the Operating Company’s Order.

o The Contractor Sales Order Number o Operating Company order reference and order date o Site identification reference o Delivery Address, requested delivery date at named place

o If the Operating Company is receiving the hardware directly, then opening times of the delivery address shall be specified together with names of authorised personnel entitled to take delivery.

o Requested time period during which Services shall be provided. o Complete and correct Sales Package information including purchase codes o Quantities and prices according to the agreed price list for Equipment and services o Contact person and phone number o Classification of Preferential or Non Preferential Order

Delivery

In accordance with the terms and conditions of the Agreement, delivery shall be considered complete when the ordered Sales Package has been received by the Operating Company. For the purposes of clarity, the Hardware, Software and Services deliveries are detailed hereinafter. All Delivery Dates specified in the Contractor Order Confirmation are subject to various pre-conditions. These pre-conditions are:

o The order is a Preferred Order

o Services are provided within a two-week window unless otherwise agreed.

o Where the Contractor is not responsible for Site preparation, then Site must be complete with all relevant connectivity and provisioning ready before Hardware and Services are ready to be provided to Site.

o Where the ordered Sales Package is required to be connected or to interact with higher-level network elements, then these higher-level network elements are ready for use including any necessary connectivity and availability.

o Where interworking with another vendor’s equipment is required, then such other vendor’s equipment shall be ready for use.

o The above list is only an indication of what could be included and must be clearly defined and project specific for Services delivered by the Contractor.

Hardware

The Contractor shall deliver relevant hardware for an ordered Sales Package, as specified in the Contractor’s Order Confirmation, to the agreed drop off point on the due date. At the Contractor’s convenience, deliveries may be provided in part shipments. Terms of delivery shall be on a DDP basis (INCO Terms 2000) unless otherwise stated in the terms and conditions of this Agreement.

Software

The date of delivery shall be that date when the software has been installed.

Services

To be defined on a case-by-case basis, as is needed.

Invoicing

Subject to the provisions stated in the terms and conditions of the Agreement.

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Warehouse/Storage

Nothing in this Agreement shall require the Contractor to store or otherwise buffer Hardware in a local warehouse prior to call off by the Operating Company.

Product Tracking

In general, the Contractor will track the products until delivery. If implementation Services are an integral part of the delivery, the Contractor will track the products until Site acceptance. If the Operating Company further orders from the Contractor various network operation and maintenance services, tracking can be extended accordingly, and may include tracking to the current physical location of the product.

After the Contractor is no longer responsible for such tracking, the Operating Company is responsible to provide the Contractor with the information of all required applicable changes happening in the network. In the event the Contractor requires the location information of specific serial numbered items so that required changes can be planned efficiently, then the Operating Company shall provide such information. If site visits are needed to locate the serial numbered items, the Operating Company carries the cost.

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Appendix IV

Scope of Services
And
Share of Responsibilities

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SERVICES

For  the purpose of the scope of this Agreement at the date of execution no services or project organizations are included.

This  may be defined on a case-by-case basis upon mutual agreement and documented in such a manner that both parties authorized signatories sign to signify their agreement of the content of such service description, the price and the scope. Sections II and III shall be completed upon the agreement of inclusion of any Services. Pario Solutions shall not be bound to provide any services until such time as the documentation is executed. Upon execution it shall be incorporated into this Agreement by reference. For the avoidance of doubt, should Pario Solutions provide such Services prior to such execution Pario Solutions shall be entitled to invoice for all services rendered and Telemetrix agrees to pay for such Services.

SCOPE OF SERVICES

In the event Pario Solutions >agrees to provide Implementation Services to Telemetrix a dedicated team will be assigned to the project covering all activity areas including Project Planning, Implementation and Project Management.

The sequential steps of the network implementation process are as follows:

1.      Installation planning
2.     Installation
3.     Commissioning
4.     Integration
5.     Optimization

Pario Solutions will not begin installation, integration and commissioning activities until the following pre-conditions are met:

o Selected sites are completely ready as per requirements of the SOR

o All necessary equipment is delivered to the site

o All pre-installation activities are completed

1.     INSTALLATION PLANNING

The purpose of Installation Planning is to prepare detailed plans for each network element site. The planning will be preceded by a site survey. During the site survey the site is checked for compliance with the site requirements specified by MANUFACTURER for the network element in question. Telemetrix is responsible for site acquisition and construction works. The objective of the site survey is to obtain detailed information from a site to serve as the basis for the actual Installation Planning.

A.      Preconditions

To start the Installation Planning process, the information listed below is required:

o Site location

o Blue prints of existing Cell Sites

o Transmission arrangements

B.      Site Survey

Site survey ensures site’s applicability regarding dimensions, mechanics and environmental requirements. During the survey, a site survey checklist is used to ascertain that the necessary site related details are noted.

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Based on the completed site survey checklist, a site survey report will be developed. The document consists of all basic data pertaining to the site. The site survey report contains full information on the equipment location, power sources, environmental factors and all information required for completion of Installation Planning including:

o Detailed draft plan of the network element layout, interfaces and any necessary support structure required

o Outside layout draft including existing masts and their present occupancy

o Dimension and length measurements (rooms, feeders, power cables etc.)

o Air conditioning requirements

o AC and DC power requirements

o Lighting and environmental requirements

o Requirements for distribution frames

C.      Actual Planning

Actual planning follows Site Survey. Actual planning work is based on information in the site survey report. Planning activities include:

o Layout planning of the network element site.

o Planning of cabling routes to enable connection between different network elements, distribution frames and power distribution boards

o Measurement of cable routes to enable connector installation and suitable lengths for cables

o Calculation of required power and definition of power plant.

o Planning of antenna and feeder cable installation

o Design of transmission equipment installation

o Definition of external installation material needed

2.      Installation

Installation is the next phase in the activities cycle and involves the following activities:

A.       Site Inspection

During site inspection Pario Solution’s installation team verifies that the site is ready for installation by checking the following:

o Completion of civil works and site preparation including equipment rooms and towers

o The site is free from debris and in a clean condition

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o Main power, power distribution, illumination, grounding and air conditioning are available at the site

o Availability of PCM-connection needed o Documentation for installation is proper

o Availability of installation materials and tools

o Filling up a shortage and deficiency report

B.      Installation of Complementary Equipment

This first step in the installation process involves:

o Site delivery unpacking, removal of packing debris

o Grounding

o Installation of the power system and power cabling

o PCM-cabling

o Antenna line installation at base station site o Preparation of material management list of the equipment’s

o Final checking of the installation

During the installation work, installation logs in the site folder are completed.

Assembling, wiring and installation of telecommunications equipment:

o Setting up the equipment

o Installation of the plug in units and cabling

o Final checking of the installation

C.      Installation Inspection

The site is inspected after installation and an installation inspection report is issued. The installation inspection includes:

o Inspection of the installation work

o Quality inspection

o Inspection of the documentation (site folder)

3.      COMMISSIONING

Pario Solutions performs commissioning once the installation is complete. Commissioning is directed to ensure the proper and faultless operation of the installed equipment and systems.

A.      Preconditions

Before commissioning, installation has to be successfully completed. Telemetrix will be required to provide Pario Solutions with a network plan including relevant information e.g. data for linkage/routing/allocation, etc., which is needed to form the connections between delivered elements and other elements in the network.

B.      Preparation for Commissioning

Checking the completion of installation, availability of the tools, measurement devices and documents needed.

C.      Actual Commissioning

The commissioning team accomplishes the tests at the site and tests the Manufacturer equipment network element by network element.

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The Commissioning team determines the acceptability of the tested equipment after each test according to the Manufacturer Commissioning Manuals.

In the event of a test failure, Pario Solutions determines and records the severity. Pario Solutions also describes the extent of the failure along with the requirements for re-testing. Failed equipment will be scheduled for re-testing as soon as reasonably possible. Once the Pario Solutions Commissioning team has determined whether a particular test result is acceptable or not, it continues with remaining test procedures.

The Commissioning team records the results in Test logs in the Manufacturer’s Commissioning manuals. These logs, signed by both parties, also serve in handing over the equipment for integration and/or acceptance by Telemetrix.

4.      INTEGRATION

Pario Solutions performs network integration after successful commissioning. During the commissioning, the equipment is tested as stand alone entities. In the network integration phase, Pario Solutions configures the interconnections between network elements and customizes network element parameters. System pre-integration simplifies the network integration task at the site.

A.      Preconditions

Commissioning must be successfully completed before network integration. All transmission lines should also be completed. Telemetrix should be able to provide Pario Solutions with a network plan including relevant information e.g. data for linkage/routing/allocation, etc., which is needed to form the connections between delivered element and other elements in the network.

B.      Actual Integration

Pario Solutions performs network integration according to the Manufacturer’s integration instruction manual. Pario Solutions tests the functions that require co-operation of all subsystems within the solution.

Pario Solution’s standard network integration comprises of testing connections between network elements, network synchronization and inspection of network data in the Network Management System (NMS). Pario Solutions assures and tests inter-working of network elements as well as the functionality of alarms and recovery systems on a network level.

Network integration results in a functioning network, in which parameters are entered into each network element.

Pario Solutions prepares an integration test report, which includes all the test results for each executed test. These records with references to possible failures form a part of the system acceptance.

5.      OPTIMIZATION

Initial optimization will be conducted upon completion of implementation. It should be noted that re-optimization of some existing sites may be necessary to ensure network quality and efficiency.

Commercial Launch

Upon completion of the activities outlined above, the network is now ready for commercial launch at which point standard Maintenance and Support services commence.

SHARE OF RESPONSIBILITIES

In  the event Pario Solutions agrees to provide services to Telemetrix then the Parties agree to complete and execute a Share of Responsibilities (SOR) document for such Services as may be provided on a case-by-case basis.

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The Parties shall use the following format and shall both sign the document (signed by an authorized signatory) upon which it shall be incorporated into this agreement by reference.

6.      Project Management

C = Telemetrix
P = Pario

Item		Definition	Responsible
o	Coverage area definition	Definitions for network coverage area including outdoor and indoor coverage criteria	C
o	Capacity definition	Definition for network initial capacity, and capacity expansion plan	C
o	Equipment location	Definition for main network elements location (MSC, HLR, NMS, VAS platform, Billing	C
	definitions	System etc.)
o	Interconnection Definitions	Definition for interconnection media and criteria	C
o	Performance Criteria	Definition relating to network performance criteria such as Call Success Rate,	C
	Definition for agreed network	Dropped Call Ratio, Grade of Service, etc.
	configuration
o	Service Provisioning	Service provisioning according to management instructions
o	Project Management	Project Manager, responsible of project management activities during the project		P
		according to the project plan
o	Regional Project Management	Regional manager(s) responsible for project management activities related to a		P
		project region according to the project plan
o	Project Planning	Preparation of the project plan		P
o	Network Pre-planning	Network Pre-Planning in accordance with the network design criteria.	C
o	Network Planning	Network Planning based on nominal plan	C
o	Site Acquisition	Planning, organising and controlling the site acquisition activities.	C
o	Site Design and Permitting	Planning, organising and controlling the site design and permitting activities	C
o	Construction Works	Planning, organising and controlling the construction works	C
o	Network Implementation	Planning, organising and controlling the network implementation works.		P
	Works
o	Procurement	Planning, organising and controlling the procurement activities for subcontracted		P
		services and materials.
o	Logistics	Planning, organising and controlling the project logistics activities		P
o	Cost Management	Controlling the project costs		P
o	Time Management	Responsibility for resource planning, preparation of time schedules and preparation		P
		of rollout schedules.

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Item		Definition	Responsible
o	Progress Control	Controlling the project progress according to the project plan.	P
o	Quality Control	Controlling the project implementation quality according to the quality criteria as		P
		set for the project
o	Reporting	Provision of the project reports.	P
o	Network performance	Provision of the drive test results as well as NMS statistics demonstrating the		P
	criteria validation	fulfilment of network performance criteria
o	Office Facilities	Includes acquisition and renting of office space.	C
		Includes Office furniture (e.g. desks, chairs shelves), equipment (e.g. computers,
		faxes, phones, copy machines and network connections).
		Includes office materials (e.g. copy paper)
o	Personnel Facilities	Includes car rents, expenses for car usage (e.g. gasoline, maintenance).	C
		Includes travelling (e.g. flights, taxes).
		Includes hotel and accommodation. Note: The Supplier takes care of these costs of
		the Supplier's employees.

7.      NETWORK PRE-PLANNING (coordinated and executed where applicable by Pario on behalf of Telemetrix)

Item group/Item		Definition	Responsible
o	Management	Includes network-planning management responsible of network	C
		pre-planning activities during the project pre-planning and rollout.
o	Network Pre-Planning acceptance	Includes customer acceptance for the 1st version of Planning and	C
		Implementation Guidelines.
o	Customer Requirement	Includes business case, future growth, frequency band and spectrum	C
		clearance, coverage, quality, capacity, transmission and accessible
		sites by customer.
o	License Conditions	Includes information of license conditions.	C
o	Preparation of Planning and Implementation	Includes customer requirement, licence conditions, environmental	C
		study, local laws, authorities and conditions, regional and cluster
		definitions, definition of equipment and model sites, definition of
		planning environment and set up, planning tools, digital maps.
	Radio Network Pre-Planning
o	Radio Network Dimensioning	Includes activities for propagation model tuning.	C
		Includes number of network elements:
		- BTS
o	Coverage Plot	Coverage plot taking into account capacity and dimensioned number	C
		of BTSs.

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Item group/Item		Definition	Responsible
o	Cellular Transmission Network Dimensioning	Based on customer input about Transmission network design criteria	C
		for quality, coverage and capacity and input from radio network
		planning about the configurations and number of the BTSs, the
		strategy, the transmission network elements can be defined.

8.     NETWORK PLANNING (coordinated and executed where applicable by Pario on behalf of Telemetrix)

Item group/Item		Definition	Responsible
o	Management	Includes the network planning management responsible for network	C
		planning activities during the project rollout phase.
o	Nominal Plan acceptance	Includes possible suggestion for improvement	C
	Radio Network Planning
o	Propagation Measurements	Includes the propagation model tuning for coverage & capacity analysis	C
o	Detailed Radio Network Planning	Includes pre-survey, site candidate selection and evaluation, technical	C
		site survey and site validation.
		Capacity & Coverage evaluation
o	Parameter planning	RNC parameter planning, code planning	C
o	Pre-launch Network Optimisation	Includes verification that the network meets the planning and	C
		acceptance criteria.
	Cellular Transmission Network Planning
o	Detailed Transmission Network Planning	Includes pre-survey, BTS/RNC site candidate selection and evaluation,	C
		issuing SARF, pre-validation, technical site survey and site
		validation, capacity and network topology planning, microwave link
		planning (if used), timeslot and cross-connect planning, equipment
		availability calculation, synchronisation network planning and
		management network planning.
o	Detailed Transmission Network Planning		C

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9.     SITE DESIGN (coordinated and executed where applicable by Pario on behalf of Telemetrix)

Item group/Item		Definition	Responsible
o	Management	Includes site design management responsible for site design	C
		activities during the project rollout phase.
o	Supervision	Includes site design supervision.	C
o	Customer Design Criteria	Includes definition of typical solutions that Customer is using in	C
		telecom installation planning and construction design.
	Design Preparation
o	Preparation of Site Design Guidelines	Includes initial data for site design e.g. analysis of used laws,	C
		norms, standards, customer design criteria and model sites.
o	Technical Site Survey	Includes definition of the site candidate’s suitability for telecom	C
		implementation and construction works.
		Includes preparation of Technical Site Survey Report.
	Detailed Design
o	Installation Planning	Includes planning of equipment room layout and preparation of telecom	C
		equipment installation plan and Bill of Materials for the site.
o	Outline Planning	Includes preparation of site layout and elevation drawings.	C
o	Construction Design	Includes preparation of Detailed Construction Design, Construction	C
		Works Specifications and Bill of Quantities.
o	As-build Drawings	Includes detail design that was corrected according to the work done.	C

10.      Permitting

Item group/Item		Definition	Responsible
o	Management	Includes permitting management responsible for permitting activities during the	C
		project rollout phase.
o	Supervision	Includes permitting supervision responsible for training and controlling	C
		permitting subcontractors during the rollout phase.

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11.      CONSTRUCTION WORKS (coordinated and executed where applicable by Pario on behalf of Telemetrix)

Item group/Item		Definition	Responsible
o	Management	Includes construction works management responsible for site acquisition	C
		activities during the project rollout phase.
o	Supervision	Includes construction works supervisors responsible of training and	C
		controlling construction works subcontractors during the project
		preparation and rollout.
o	Acceptance of Construction Works	Includes acceptance quality of site construction works.	C
o	Site Management	Includes site administration, material delivery to the site, hoisting at	C
		site, cleaning
o	Site Electricity	Includes temporary connection to electrical network during the construction	C
		period.
o	Concrete Structure Work	Includes execution and materials of formwork,reinforcement and concreting	C
		related to building foundations for towers.
o	Tower and Antenna Support Structure	Includes installation work for towers and antenna support structures.	C
	Installation
o	Tower Supply	Includes supply of tower and tower accessories to the site.	C
o	Antenna Support Structures Supply	Includes supply of antenna support structures and accessories to the	C
		site.
o	Insulation	Includes waterproofing and thermal insulation work and material for	C
		antenna line’s roof and wall penetrations.
		Includes water proofing and thermal insulation work and material on the
		rooftop.
o	Renovation	Includes drilling openings for feeders from the equipment room to the	C
		antenna support structure.
o	Antenna Line Support Structure	Includes installation and materials of cable trays/ladders on the	C
		rooftop or wall or inside the building from the equipmentroom to the
		antenna support structure.
		Includes supporting structures for cable trays/ladders.
	Shelters, Cabinets and Rooms	Shelters, cabinets and rooms deals with works and material related t o	C
		building shelter and cabinet foundations, installing shelters and
		cabinets, renovating and building equipment rooms, building room’s
		internal heating, piping, air conditioning, alarm andelectrical
		systems.
o	Concrete Structure Work	Includes formwork, reinforcement and concreting related to building	C
		foundations for shelters and cabinets.
o	Installation of Shelter/Container	Includes installation work for shelters or containers.	C
o	Shelter/Container Supply	Includes supply of shelter or container to the site.	C

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Item group/Item		Definition	Responsible
o	Door installation	Includes installation, material of equipment room’s metal/wooden door	C
		and frame.
		Includes installation and material of security lock. ncludes
		installation of door’s ironmongery materials.
o	Masonry	Includes masonry work and material of partition walls inside equipment	C
		room.
o	Surface Finishes	Includes work and materials for plastering, painting, tiling and	C
		flooring inside equipment room.
o	Raised Floors	Includes installation and materials for building raised floor inside	C
		equipment room.
o	Renovation	Includes temporary support of structures, demolition of structures and	C
		drilling openings for equipment room or shelter and cabinet installation.
o	HPAC Works	Includes installation of Air Conditioning Units.	C
o	Air Conditioning Unit Supply	Includes supply of Air Conditioning Unit to the site.	C
o	Electrical Works	Includes installation and materials for cable trays/ladders, lighting,	C
		switches, sockets and wires inside room.
o	Alarm System	Includes e.g. supply of external fire, temperature, humidity, and	C
		intruder alarm system.
		Includes installation of alarm sensors and installation of wiring from
		alarm sensor to digital distribution frame (DDF).
	Electrical Supply System	Electrical supply system deals with works and materials related to connecting
		the shelter, cabinet or equipment room to the buildings’ or areas’ existing
		electrical system or building an independent electric power generator system.
o	Earth and Site Work	Includes clearance and demolition, excavation, piling, filling,compacting and
		preparation bottom of excavation in order to build trenches or ditches for cables
		and foundations.
		Includes installation and materials of cable ducts.
o	Concrete Structure Work	Includes execution and materials of formwork, reinforcement and concreting
		related to building foundations for diesel generator(s).
o	Electrical Works	Includes installation of AC Distribution Board and AC Consumption Meter.
		Includes installation and material of AC Supply cable.
o	AC Distribution Board Supply	Includes supply of AC Distribution Board to the site.
o	AC Consumption Meter Supply	Includes supply of AC Consumption Meter to the site.

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Item group/Item		Definition	Responsible
o	Lightning Protection and Earthing System	Lightning protection and earthing system deals with works and materials
		related to building earthing systems for equipment, connecting earthing
		system to buildings’ existing earthing systems or building new
		earthing systems for equipment.
o	Electrical Works	Includes installation and materials to build lightning protection and
		earthing system by connecting equipment room’s main earthing buss
		bar to buildings existing earthing system.

12.      Network Implementation

This chapter describes services and materials for equipment supplied by Pario. All additional equipment, services and materials, which are not mentioned in this document, should be agreed separately.

Item group/Item		Definition	Responsible
o	Management	Management and co-ordination of Network implementation in Project,		P
		Regional and Zone level. Management includes also procurement,
		logistics, cost management, progress control and quality control of the
		network implementation works.
o	Supervision	Supervision of Network implementation		P
	BTS SITES
o	Equipment Installation	Installation of cabinets, plug-in units and internal cabling.		P
o	Power Connections	Power cabling from rectifier to equipment and power distribution to the cabinets.		P
o	Grounding Connections	Grounding cabling from equipment to main buss bar and grounding of the cabinets.		P
o	Alarm Connections	Alarm cabling from equipment to alarm distribution panel.		P
o	PCM Connections	PCM cabling from equipment to DDF.		P
o	Commissioning	Equipment commissioning according to equipment specific commissioning manuals.		P
o	Integration	Equipment integration according to equipment specific integration manuals.		P
o	Network Data Input	Includes input of Routing, numbering and other network data.		P
	Antennas and Antenna Lines for BTS Sites
o	Antenna Installation	Installation of antennas including tilting kits.	C
o	Antenna Line Installation	Installation of antenna lines including jumpers, connectors and	C	P
		grounding kits.
o	Antenna Line special Equipment Installation	Installation of Mast Head Amplifiers, splitters, boosters etc.	C

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Item group/Item		Definition	Responsible
o	Antenna Line Commissioning	Commissioning of antenna lines.	C
	Transmission Equipment for BTS Sites
o	Equipment Installation	Installation of cabinets, plug-in units and internal cabling.		P
o	Power Connections	Power cabling from equipment to rectifier.		P
o	Grounding Connections	Grounding from equipment to main buss bar.		P
o	Alarm Connections	Alarm cabling from equipment to alarm distribution panel.		P
o	PCM Connections	PCM cabling from equipment to DDF.		P
o	Commissioning	Equipment commissioning according to equipment specific		P
		commissioning manuals.
o	Integration	Equipment integration according to equipment specific integration		P
		manuals.
	Power Equipment
o	Equipment Installation	Installation of cabinets, plug-in units and internal cabling.	C
o	Power Connections	Power cabling from rectifier to equipment	C
o	Grounding Connections	Grounding from main buss bar to equipment	C
o	Alarm Connections	Alarm cabling from equipment to alarm distribution panel.	C
o	Commissioning	Equipment commissioning according to equipment specific
		commissioning manuals.

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ATTACHMENT A

Hosted Network Support Services

1      INTRODUCTION

Pario Solutions (Pario) Hosted Services package will assist Customer to operate and provide GSM, GPRS and SMS services:

Hosted Systems included in the Agreement

o GSM Voice Network, which consists of the following:

o MSC Server R4

o HLR

o   GPRS Packet Core including:

o GGSN

o SGSN

o Firewall

o Border Gateway

o Lawful Intercept Gateway (LIG)

o Charging Gateway

o DNS/DHCP Server

o   Value Added Services:

o SMS

o Optional:

o MMS

o Push to Talk over cellular (PoC)

o Network Management OSS

Systems not included in the Hosted Agreement

o Base Station Sub-System (BSS) including:

o BTS (s)

o BSC/TCSM

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o Media Gateway

o Voice Mail and Attendant Systems

o Billing Systems

Pario will be responsible for providing network supervision and resolving failures in order to guarantee the integrity and quality of the Hosted network and its services. In case of a network failure, Pario shall restore network service and, if required, escalate these issues to the primary equipment manufacturer, or to the appropriate third party suppliers. Pario will manage and track the resolution of escalated issues and update Customer with a status.

Our Hosted Services provide Customer with a comprehensive network operations and maintenance service package. The primary components of this proposal are:

o Subscriber Provisioning

• Input or change of subscriber profiles as per service package.

• Test and verification of service activation or change.

• Help desk support for all subscriber profile issues.

o Network Operating Service

• First Line (Tier 1) and Second Line (Tier 2) Maintenance

• Performance Management

• Configuration Management

o System Maintenance Services:

• Hardware Service – Repair, Service and Return Service (RS&R).

• Software Installation Service. This will include the installation of change notes, functional notes and technical notes and will be a scheduled activity.

2      Operations Support Services Activities

2.1      Network Monitoring

Pario will perform periodic surveillance of the network confined to Configuration, Performance, and Fault Management activities on the Hosted network. Pario will not responsible for Fault Management activities e.g. alarm monitoring on the Customer’s network unless contracted to do so.

2.2     Performance Management

Performance Management includes managing the performance and availability of the Hosted Network. The main activities include:

o Collection of network performance data from OSS

o Sorting and analyzing the data

o Generating performance statistics and reports

o Analyzing and planning performance improvement of Hosted Network, and

o Monitoring the long-term development of Hosted Network’s performance.

Performance Management maintains the Hosted Network performance information and liaises with Customer regarding technical questions regarding the performance and availability of Hosted Network.

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Periodic performance and traffic reports from OSS are provided to Customer. In case there is a need to modify standard reporting capabilities of OSS, the modifications are offered by Pario as a separate development.

2.3      Configuration Management

The purpose of Configuration Management is to manage and coordinate the changes in the configuration of the Hosted Network and to keep information current. Configuration Management includes the following activities:

o Scheduling the planned work for implementing configuration changes in the network

o Managing the implementation of changes in the Hosted Network configuration according to the change requests by Customer and approved by Pario.

o Management of the integration of new Network Elements

o Management of the system and feature parameters and creating associated views to the OSS, failure forecasting as well as updating of all related configuration documents.

o Maintaining Hosted Network configuration information in the OSS databases and diagrams so that the data corresponds to the physical network.

Configuration activities are divided into Standard and Extra activities.

The scope of the Standard Configuration Management activities consists of the following:

o Single parameter changes in Hosted Network

o Support for the integration of additional Network Elements to Hosted Network

o Planning for the software upgrades and changes

o Maintaining Site description documentation

o Maintaining the configuration data of Hosted Network.

The Extra Configuration Management activities require extra resources from Pario. This will result in an additional cost to Customer. These activities include but are not limited to the following:

o Support for addition of transmission lines

o Testing roaming connections

o Support for implementing changes in the frequency plan

o Support for Site relocation

o Reconfiguration of Hosted Network to accommodate Customer request.

o Changes in the numbering plan

o Addition of new network elements to the Hosted Network

2.4     System Administration

System Administration is responsible for the day-to-day administration of information systems and databases for network operation and maintenance, such as OSS and UNIX administration related tasks.

The System Administration function is also responsible for the change management and preventive maintenance for the security related equipment of the Hosted Network. System Administration supports Customer in defining the Security Management process and policy.

In more detail the System Administration function encompasses the following:

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1.      Operate and maintain the OSS system:

o File system, OSS server system (i.e. UNIX, NT or PC and all related hardware and software), and OSS LAN.

o Run appropriate back-ups on file systems, servers etc. in accordance with appropriate routines.

o Approve, control and accept any OSS upgrades or updates

o Maintain and control with regular intervals the ability and reliability of OSS to detect and show any malfunctions in Hosted Network.

2.      User Management

o User authorization and authentication

o Access management and control

3.      Security Maintenance

o Maintain the configuration of security related equipment and software included in the Hosted Network, i.e. firewalls, LIG, and other delivered security related equipment and software, according to the security policy defined and the process defined by Pario.

o Act and report security violations according the process defined by Pario.

o Keep security procedures, tools, and applications at the required level to protect both Hosted Network’s resources and end users.

2.5      First Line Maintenance (FLM) — Tier 1

FLM activities are either preventive or corrective maintenance.

2.5.1      Preventive Maintenance

Preventive maintenance shall be done according to the network element specific maintenance manuals. This service will be done regularly at intervals defined for each network element type. Preventive maintenance is mainly carried out during Working Days, if the task is not service affecting. For service affecting activities these activities will be performed within the maintenance window.

The preventive maintenance tasks for Hosted Network include, but are not limited to:

o Inspection of equipment

o Performance measurement verification

o Status report of Site

o Check of cable-labeling

o Updating of log-records

o Cleaning the equipment according to the maintenance manuals.

2.5.2     Corrective Maintenance

Corrective maintenance is a fault correction process for network elements according to escalation from the NOC. In order to maximize cost-efficiency, non-urgent on-site fault corrections may be combined with Site visits for on-site preventive maintenance.

The scope of corrective maintenance is as follows:

o Identification of the faulty hardware, replacement and performing a functional check.

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o Function verification in accordance with the maintenance documentation of the Network Element.

o Function verification performed with the support of the NOC.

In cases where the service cannot be restored to the pre-incident level, the FLM team informs the Network Monitoring team which will escalate the failure according to the escalation procedure.

2.6     Second Line Maintenance (SLM) – Tier 2

The SLM includes the troubleshooting and diagnostic support to Monitoring and FLM in resolving the problems, and where necessary it also includes remote and on-site restoration of network elements.

SLM’s support for fault incidents includes:

o Extended remove and replacement of replaceable units (circuit-boards, motherboards, back planes, bus-cabling, sub-racks, redundant plug-in units, hard disks, etc.)

o Function verification in accordance with the maintenance documentation of the network element

o Performance of function verification in co-operation with the NOC operator

o Troubleshooting on a network element and its interfaces

o Diagnostics on interfaces to locate problems in network elements and/or plug-in units.

If a problem cannot be solved by Second Line Maintenance, a failure report about the detected problem will be sent to Pario for further escalation as appropriate.

3      Problem Severity Levels and Response Times

In support of the service level objectives, Pario defines several severity levels (SL) for system faults and the recourse taken as indicated in . Depending on the severity level of a system fault, different response and resolution times come into effect, as illustrated in .

Severity level definition	Corrective Action
Severity 1 (Critical):	Pario shall use its reasonable best efforts to work continuously to
This condition exists when a component or the	diagnose and resolve the problem. Pario may implement emergency
network is inoperative and adversely impacts	workaround/fix to restore operations until a permanent solution is
the ability to use the system or deliver	implemented.
services. This condition is generally
characterized by complete System failure and
requires immediate resolution or correction
Severity 2 (High):	Pario shall work on a priority basis to diagnose and take corrective
This condition exists when the System is	action. Pario notifies the customer of any resolution or correction,
partially inoperative but still delivers	which will be in the form of procedure or program changes, and of the
services or is useable by customers. The	availability of such changes. If a workaround procedure condition is
problem severely restricts operations and is	utilized, the condition will be reclassified to a Severity 3.
less critical than a Severity Level 1
condition

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Severity level definition	Corrective Action
Severity 3 (Medium):	Pario initiates problem resolution and correction procedures with the
This condition exits when the System is usable	objective of resolving at some future date.
by customer, but with limited functions. The
condition is not critical to overall
operations and does not severely restrict
services
Severity 4 (Low):	Same as above.
This condition exists when the System is
usable and there is no impact on services
These are considered enhancement requests

Table 1: Description of severity levels and corrective action

Severity Level	Response time	Restoration time (Based on nature and complexity of problem)
1	30 minutes	Best effort to provide workaround in 24 to
		48 hours or as negotiated with customer for
		permanent fix
2	30 minutes	Best effort to provide workaround in 48 to
		72 hours or as negotiated with customer to
		provide permanent fix
3, 4	1 hour	As negotiated/scheduled with customer

Business hours : Monday – Friday 09:00 am – 5:00 pm.

Table 2: Severity Response and restoration times

– The response time is measured from the point Pario is first contacted or the fault is detected by Pario.

The Restoration time is measured from the point Pario first detects the problem and until a workaround or permanent solution has been provided to restore the system or service.

Automatic system recovery functions are not part of the traced Time to Restore Service measurements due to the fact that the malfunction is detected, and solved by the system itself. Therefore, no assistance request is necessary.

4     TECHNICAL SUPPORT

Due to the complexity of telecommunications systems, technical support is provided through a hierarchy. This reflects different levels of specialization and expertise through which problems of varying complexity are resolved. Technical assistance requests are escalated through this hierarchy as illustrated and described below.

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TIER 1
Customer Support
(Pario)
ß
Customer Technical Support

TIER 2
Customer Support
(Pario)
ß
TIER 3
Development Support
(Manufacturer)

Tiered Model:

o Tier 1 includes Preventive and corrective maintenance.

o Tier 2 includes troubleshooting and diagnostic support, remote and onsite service recovery

o Tier 3 Product Development (Manufacturer supplied)

Features:

o New software releases and reliable implementation into a live network

o Ensured compatibility of latest software with other network elements

o Initial diagnosis of problem

o Software problem resolution

5      Software Product Updates

Software Product Updates/change notes, change releases provide temporary fixes or workarounds and permanent fixes.

If a software fault is discovered after release Pario will update and install the corrected software. Pario will demonstrate the software correction and secure the customers consent before updating the network. All fault events will be subject to Pario’s fault management processes.

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HOSTING AGREEMENT
T E R M S  A N D  C O N D I T I O N S

This Hosting Agreement (the “Agreement:), is between Pario Solutions Inc, and Telemetrix (“Customer”), a wireless common carrier.

1      Scope of Agreement

1.1 Pario Solutions shall provide certain specified services. At our point of presence 1950 Stemmons Freeway, Suite 2033, Dallas, Texas 75207

1.2 Specific detailed service(s) description(s) is in Attachment A

1.3 Specific detailed hosted network service(s) pricing is in Attachment B

2      Term of Agreement

2.1 Service Term: Following execution of this Agreement by both parties, “Service Term” shall begin effective as of _______________ (“Effective Date”) and will continue for a period of thirty-six (36) months there from.

2.2 Expiration of Service Term: Unless extended pursuant to Paragraph 2.3 herein, this Agreement shall automatically terminate upon expiration of the Service Term, and Customer shall be fully subject to all the terms and conditions received by at will after such expiration.

2.3 Extension of Service Term: Upon expiration of the Service Term, Customer shall have the option to renew the Agreement on a six month basis for up to a period of twelve (12) months, provided Customer has satisfied its Monthly Commitment pursuant to Paragraph 3 herein. After the twelfth month following expiration of the Agreement, and upon no less than sixty (60) days before the end of the twelfth month, Customer shall notify Pario Solutions in writing of its desire to renew the Agreement for an additional one-year term (the “Notification Date”). Pario Solutions may refuse to renew the Agreement for an additional one year term by giving Customer written notice within thirty (30) days of the Notification Date.

3      Monthly Usage; Monthly Commitment

3.1 Monthly Usage: As used herein, shall mean the amount of Customer’s usage of Pario Solutions Services during each monthly billing period of the Service Term, calculated in accordance with the following:

3.2 Shall be calculated at the rates set forth in Attachment B, after application of all discounts and credits;

3.3 Any services outside the scope of this contract shall be calculated at standard published rates.

3.4 Monthly Usage excludes taxes, tax-related surcharges or tax-like surcharges, tariff charges or surcharges, including without limitation, Universal Service fund charges, Presubscribed Inter-exchange Carrier charges, National Access Fees, any of which, to the extent applicable, are payable by Customer in addition to Monthly Usage charges.

3.5 “Pario Solutions Services” shall include only those Services, provided by Pario Solutions pursuant to the terms of this Agreement and specifically described herein.

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4      Security

4.1 Alternative or Additional Security: Nothing contained herein shall limit or be interpreted to limit Pario’s right and sole discretion for alternative or additional security from Customer. Customer’s failure or refusal to comply with such requirement upon Pario’s request may result in the cancellation of this Agreement and Customer’s service for cause. The security arrangements provided for hereunder shall survive the expiration of the Service Term, as defined herein, and shall remain in effect so long as Customer uses Pario’s Services or has any outstanding balance due for use of Pario’s Services.

4.2 Security Deposit. Customer shall be required, as a condition precedent to receipt of Pario Services hereunder, to provide within ten (10) days of executing this Agreement a security deposit or unconditional and irrevocable stand-by letter of credit in a form and from a bank acceptable to Pario in an amount equal to the greater of two months estimated service charge. Pario shall not accept any orders from Customer for Pario Services until the security deposit or letter of credit described has been provided by Customer. Security deposit will be administered by an escrow agent appointed by Pario.

5      Pricing and Payment

5.1 Pricing — Attachment B contains the prices of the Hosted Network Services as well as the provisions concerning validity of the prices over time

5.2 Payment Terms

5.2.1 For Initial Set-up Fees the following terms will apply:

o _______________________________________________________________________________.

5.2.2 For Monthly Recurring Fees – Payment is due on or before 5:00 p.m. (New Jersey Time) on the third day of each month (or first business day thereafter) for the prior calendar month’s Pario consolidated invoice, with the amount due based on Pario’s calculation.

o Monthly minimums:

o $_____________________________.

5.2.3 For Support Services — Payment is due on or before 5:00 p.m. (New Jersey Time) on the third day of each month for the prior calendar month’s Pario’s consolidated invoice.

o $_________ per month for Year 1

5.3 Customer’s failure to pay either the amount due or any shortfall in accordance with Paragraph 5.1 above may result in (i) Pario’s refusal to deliver said services after the lapse of a further seventy-two (72) hours; and its right to secure payment for said services from the security deposit withheld; (ii) Any cost incurred to re-provision the Customer’s service will be bourn by said customer.

5.4 Billing Disputes: If Customer disputes in good faith any portion of monthly invoice, Customer may either pay the disputed amount in protest or withhold the disputed amount from the payment otherwise due for such month, provided Customer pays the balance of such invoice to Pario when due and provides written notice and Complete Documentation of such claim to Pario at the time that Customer pays the invoice on which such charge appears. Complete Documentation shall mean documents which identify the charge(s) disputed by the Customer (including corporate id, service location and circuit level detail), the reason for such dispute, and the amount being withheld by Customer pending resolution of such dispute. In addition, Customer must provide to Pario additional information not later than five (5) business days following any Pario request for additional information. If Pario determines that the disputed portion is a valid charge, Customer shall, within five (5) business days of such determination, remit such amount to Pario. The Customer shall be responsible for any late payment or other charges which may be applicable to such withheld payment. If Pario determines that any disputed charge is an invalid charge, Pario shall credit Customer’s invoice for such amount in the next appropriate billing cycle.

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6      Dispute Resolution

6.1 Any dispute arising out of or related to this Agreement, including but not limited to tort claims, shall be submitted for final and binding arbitration pursuant to the Delaware Arbitration Rules and Procedures in effect on the date of commencement of arbitration, and as modified by this Paragraph. The arbitration shall be conducted in accordance with the United States Arbitration Act, 9 U.S.C. 1 et seq. (“USAA”), notwithstanding any choice of law provision in this Agreement. Each party shall bear the fees and costs it incurs in preparing and presenting its own case. The parties agree that Delaware shall be the location for the arbitration hearing. Any controversy over whether an issue is arbitrable shall be determined by the arbitrator. The arbitrator shall have no authority to award punitive or exemplary damages. The award may be confirmed and enforced in any court of competent jurisdiction. All post-award proceedings shall be governed by the USAA. Neither party may seek injunctive relief of any kind prior to the confirmation of an arbitration award, except as expressly provided herein.

7      Termination

7.1 Termination for Insolvency: If Customer becomes or is affirmed insolvent or bankrupt, or is the subject of any proceedings related to its liquidation, insolvency or for the appointment of a receiver or similar officer for it, makes an assignment for the benefit of all or substantially all of its creditors, or enters into an agreement for the composition, extension, or readjustment of all or substantially all of its obligations, Pario may, upon ten (10) days prior written notice, terminate this Agreement without liability as of the date specified in such notice.

7.2  Termination by Pario: In addition to the cancellation rights set forth;

7.2.1 Pario may terminate this Agreement, without termination liability by Customer, if Customer experiences a change in ownership or control or other transaction described in Paragraph 11.2 hereof, following the notice provided therein.

7.2.2 If a Regulatory Entity takes or threatens action which give rise to Pario’s right to terminate service, or if Pario determines, in its sole discretion, that continued provision of Pario Service would be in breach of any local, state, national or international regulation, law, tariff or other legal restriction, Pario may immediately terminate this Agreement or the affected services, to be followed promptly by written notice to Customer. If Customer’s actions were a direct or primary contributing cause of a Regulatory Entity’s actions resulting in or otherwise directly the cause of Pario’s termination of service under this Paragraph, such termination shall be for cause.

7.2.3 Pario may terminate this Agreement for cause if Customer fails to meet any payment obligation hereunder or fails to provide any requested security deposit or letter of credit and such failure is not rectified within three (3) business days after Customer’s receipt of written notice from Pario notifying Customer of such failure.

7.2.4 Pario may terminate this Agreement for cause upon thirty (30) days prior written notice if Customer fails to abide by the requirements in Paragraph 8 (Nondisclosure.)

7.2.5 Pario may terminate this Agreement for cause upon thirty (30) days written notice to Customer if Customer fails to comply with any other material term of this Agreement and Customer does not cure such failure within such 30 day period.

7.3   Termination by Customer

7.3.1 Customer may terminate this Agreement for cause, without incurring any liability except for payment of services rendered, upon thirty (30) days written notice to Pario if Pario fails to comply with a material term of this Agreement and does not rectify such failure within the 30-day period.

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7.4 Transition Period: If Pario terminates the Agreement, pursuant to this agreement, Pario shall provide Customer with a six month period, beginning on the date Customer receives written termination notice, to transition the Pario Services (“Transition Period”), provided that, if Pario reasonably determines that the continued provision of Pario Services during the Transition Period would expose Pario to significant legal or financial liability or threaten Pario’s good will and reputation, Pario may restrict, suspend or terminate Pario Services prior to the end of the Transition Period to the extent necessary to avoid such result. During the Transition Period Customer shall be subject to the rates, terms and conditions set forth in the Agreement provided, and Pario will not accept any orders for new Pario Services during such period. Upon expiration of the Transition Period, Customer shall be fully subject to all the terms and conditions set forth in the Agreement.

8      Confidential Information; Nondisclosure

8.1   Confidential Information.

As   used in this Agreement, “Confidential Information” shall mean any of the terms and conditions set forth in this Agreement, any information related to the performance of or subject matter of this Agreement, or any information and materials that may be reasonably understood (from legends, the nature of such information or the circumstances of such information’s disclosure) to be confidential and/or proprietary to the party to this Agreement disclosing such information (“Discloser”) or to third parties to whom Discloser owes a duty of nondisclosure, which is disclosed to the other party to this Agreement (“Recipient”). Confidential Information shall include any product descriptions or documentation, procedures, reports, software, databases, customer information, notices, invoices or other communications related to this Agreement and the Services provided hereunder, together with all proposals, presentations, communications, or other material related to the negotiation of this Agreement. “Proprietary Information” shall include such Confidential Information disclosed under this Agreement as is by its nature and the intent of its disclosure to be and remain the property of the owner thereof (whether the Discloser or a third party), the disclosure of which is intended to be only for temporary viewing or use by the Recipient. No proprietary interest shall be obtained by a Recipient of Proprietary Information hereunder or by any person or entity to whom Recipient may transfer Proprietary Information, whether such transfer is in compliance with this Agreement or otherwise.

8.2   Obligations

8.2.1 Except as provided in Paragraph 8.3 below, Recipient shall not disclose Confidential Information in its possession to any third party during the Service Term of this Agreement, or thereafter, without the prior written consent of the Discloser.

8.2.2 Recipient shall protect Confidential Information received by it from disclosure to others, using the same degree of care used to protect its own confidential or proprietary information of like importance, but in any case using no less than a reasonable degree of care.

8.2.3 Recipient shall not make any copies of Confidential Information received by it except to the extent necessary in connection with the purposes of such disclosure or as otherwise expressly permitted by the Discloser. Any copies of Confidential Information shall be made so as to reproduce such proprietary legends or notices (whether of the party providing the Confidential Information or of a third party owner thereof) as are contained in or on the original.

8.2.4 Recipient shall use Confidential Information only in connection with the services provided pursuant to or in performance of obligations under this Agreement, except as otherwise expressly permitted by the Discloser in writing.

8.2.5 Recipient shall return Proprietary Information and any copies thereof upon written request, upon expiration or earlier termination of this Agreement, or upon Recipient’s discontinuation of use of the related service, and such Proprietary Information shall not thereafter be retained in any form by Recipient, its affiliates, or any employees or independent contractors thereof.

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8.3   Exceptions.

8.3.1 A Recipient may disclose Confidential Information received hereunder to its employees who have a need to know to perform obligations or exercise rights under this Agreement, and who are bound to protect the received Confidential Information from unauthorized use and disclosure under the terms of a written confidentiality agreement with Recipient (including without limitation a pre-existing written agreement).

8.3.2 A Recipient may disclose Confidential Information if such disclosure is lawfully required by any federal or state governmental agency or is otherwise required by law or is necessary in any proceeding establishing rights and obligations under this Agreement. In the event Recipient is required by law, regulation or court order to disclose any Confidential Information, to the extent permitted by time and the governing authority compelling such disclosure, Recipient will promptly notify Discloser in writing prior to making any such disclosure in order to allow Discloser to seek a protective order or other appropriate remedy from the proper authority. Recipient agrees to cooperate with Discloser in seeking such order or other remedy, to the extent legally permitted and commercially reasonable. Recipient further agrees that, under any circumstances, Recipient will furnish only that portion of the Confidential Information which is legally required and will exercise all reasonable efforts to obtain reliable assurances that confidential treatment will be accorded the Confidential Information by the governing authority receiving such information.

8.3.3 The restrictions set forth in this Agreement on the use and disclosure of Confidential Information shall not apply to information that: (a) was publicly known at the time of Discloser’s communication thereof to Recipient or subsequently becomes publicly known through no fault of Recipient; (b) is in Recipient’s possession free of any obligation of confidentiality at the time of Discloser’s communication thereof to Recipient; (c) is developed by Recipient independently of and without use of any Confidential Information previously disclosed by Discloser to Recipient or to a third party under a condition ofconfidentiality; (d) is rightfully obtained by Recipient without restriction from third parties authorized by Discloser to provide such information to Recipient or third parties; or (e) is identified by Discloser in writing as no longer proprietary or confidential.

8.4 Additional Terms.

8.4.1 Disclosures of Confidential Information subject to this Agreement shall include disclosures in written or other tangible form (including on electronic, digital or magnetic media) or by audible, visual, electronic or other means.

8.4.2 No licenses or rights, proprietary or otherwise, with respect to any Proprietary Information, patent, copyright, trademark, or trade secrets are granted or are to be implied by this Agreement, except to the extent expressly provided herein.

8.4.3 The Parties acknowledge that Confidential Information is unique and valuable, and that disclosure in breach of this Agreement is material and will result in irreparable injury to the owner thereof for which monetary damages alone would not be an adequate remedy. Therefore, the parties agree that in the event of a breach or threatened breach of confidentiality, a party shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach or anticipated breach without the necessity of posting a bond. Any such relief shall be in addition to and not in lieu of any other applicable remedies or relief to which such party is entitled, including termination of this Agreement and monetary damages.

9      Limitation of Liability; Indemnification

Under no circumstances shall either party be liable for any indirect incidental, special, exemplary, punitive or consequential damages, including, without limitation loss of use or lost business, revenue, profits or goodwill, that results from Pario’s provision of or failure to provide, or Customer’s use of or inability to use any of the Pario Services provided under this Agreement, even if such party had been advised, knew or should have known of the possibility of such damages,. The foregoing limitation applies to all causes of actions and claims, including without limitation breach of contract, breach of warranty, negligence, strict liability, misrepresentation and other torts. Further, no cause of action which arose more than one (1) year prior to the institution of a legal proceeding alleging such cause of action may be asserted by either part against the other.

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10      Governing Law

This Agreement, including all matters relating to the validity, construction, performance and enforcement thereof, shall be governed by the state law of Delaware.

11      Assignment

11.1 This Agreement shall be binding on Customer and its respective successors and assigns. Customer may not assign this Agreement, whether by operation of law or otherwise, without the prior written consent of Pario, which shall not be unreasonably withheld. Any attempted assignment to which Pario does not consent shall be void.

11.2 If Customer undergoes a merger, sale or corporate reorganization involving a change of control, or a change of more than fifty percent (50%) of Customer’s ownership or management, or if Customer sells, divests, transfers or leverages more than fifty percent (50%) of Customer’s assets, telecommunications facilities or customer base, Pario may elect to terminate this Agreement by providing written notice of such election to Customer at least thirty (30) days prior to the date designated by Pario for such termination.

11.3 This Agreement shall be binding on Pario and its respective successors and assigns.

12      No Waiver

No waiver of any of the provisions of this Agreement shall be binding unless it is in writing and signed by both parties. The failure of either party to insist on the strict enforcement of any provision of this Agreement shall not constitute a waiver of any provision and all terms shall remain in full force and effect.

13      Signature Authorization

The parties have duly executed and agreed to be bound by this Agreement as evidenced by the signatures of their authorized representatives below. Each party represents and warrants to the other that the signatory identified beneath its name below has full authority to execute this Agreement on its behalf.

14      Entire Agreement; Amendments

This Agreement shall be valid only if signed by Customer by ____________, and if subsequently accepted by Pario. This Agreement, including the Exhibits and Attachments hereto, constitutes the entire agreement between the parties with respect to its subject matter. Any and all prior or contemporaneous offers, agreements, representations and understandings with respect thereto, whether written or oral, are hereby superseded. After the Agreement has been executed, any amendments hereto must be made in writing and signed by both parties.

IN WITNESS WHEREOF, the parties hereto each acting with proper authority have executed this Agreement.

Pario Solutions Inc.

By: /s/ James J. O’Reilly
Print Name: James J. O’Reilly
Title: VP Business Development
Date: 4/4/06

Customer: Telemetrix Inc.

By: /s/ Larry Becker
Print Name: Larry Becker
Title: Authorized Representative
Date: 4/3/06

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Attachment B
Hosted Network Services
Pricing
For Telemetrix

This page if intentionally left blank due to confidential pricing

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EX-10

Exhibit 10.3

Verisign
487 E. Middlefield Road
Mountain View, CA 94043-1338 U.S.A
Phone: 650.961.7500 Fax: 650.426.5113
FEIN: 94-3221585

Customer

Name:	Telemetrix, Inc.	MSA Contract No.
		MSA-VCS-06-0014
Address:	7105 La Vista Place
	Longmont, CO 80503

Customer Principal Contact VeriSign Principal Contact

Name:	Name: Edward Geise
Title:	Title: Major Account Manager
Phone:	Phone: (650) 426-5508
Fax:	Fax:
Email:	Email: egeise@verisign.com

Effective date:

This VeriSign Master Services Agreement (the “Agreement”) is made and entered into as of the Effective Date identified above by and between VeriSign, Inc. and any Affiliate thereof that is directly or indirectly involved with the provision of any Services, Software, or Hardware hereunder (collectively “VeriSign”), and the company identified above and any Affiliate thereof that executes a Service Order hereunder (collectively “Customer”), and consists of the attached General Terms and Conditions and all Service Orders or Statements of Work attached hereto or subsequently signed by the Parties. If no Effective Date is indicated above, the Effective Date is the date signed by both parties. VeriSign and Customer may also be referred to individually as a “Party” or collectively as the “Parties” throughout this Agreement.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed and delivered as of the Effective Date.

VeriSign, Inc.	Telemetrix, Inc.
	Complete Legal Name of Customer
By: /s/ Thomas L. Dean	By: /s/ Larry Becker
Name: Thomas L. Dean	Name: Larry Becker
Title: VP–VCS Business Ops	Title: Authorized representative
Date: Sept 29 2006	Date: 9/27/06

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VERISIGN MASTER SERVICES AGREEMENT

GENERAL TERMS AND CONDITIONS

1.    DEFINITIONS

Unless otherwise specified, capitalized terms used in this Agreement will have the meanings attributed to them in this Section 1 or in the Services Order in which such term appears.

“Affiliate” means with respect to any entity, any other entity which directly or indirectly controls, is controlled by or is under common control with such entity.

“Confidential Information” means material, data, systems and other information concerning the operation, business, projections, market goals, financial affairs, products, services, customers and Intellectual Property Rights of the other Party that may not be accessible or known to the general public. Confidential Information shall include, but not be limited to, the terms of this Agreement, and any information which concerns technical details of operation of any of VeriSign’s Services, Software or Hardware offered or provided hereunder.

“Hardware” means any hardware provided to Customer under any Services Order or SOW issued hereunder.

“Intellectual Property Rights” means any and all now known or hereafter existing rights associated with intangible property, including but not limited to registered and unregistered, United States and foreign copyrights, trade dress, trade names, corporate names, logos, inventions, patents, patent applications, software, know-how and all other intellectual property and proprietary rights (of every kind and nature throughout the universe and however designated).

“Services Order” means an agreement or order form executed by the Parties hereunder for purposes of ordering Services.

“Service Period” means, with respect to each Service, the period for which fees are assessed, as specified in the applicable Services Order.

“Services” means the VeriSign services to be provided to Customer under any Services Order or SOW issued hereunder.

“Software” means any software owned or licensed by VeriSign and provided to Customer under any Services Order or SOW issued hereunder, whether stand alone, or as incorporated in Hardware, including any APIs, guides, or documentation provided therewith.

“Statement of Work” or “SOW” means any statement of work issued by VeriSign pursuant to this Agreement and signed by both VeriSign and Customer.

2.    RIGHTS AND OBLIGATIONS

     (a)     Purchase and Provision of Services. All Services, Software and/or Hardware to be provided by VeriSign hereunder shall be purchased or licensed under a Services Order and/or SOW. All signed Services Orders and SOWs are subject to the terms and conditions of this Agreement. Each Services Order and/or SOW will cover only the Customer entity(ies) specifically identified therein. Upon the request of VeriSign, Customer will provide VeriSign with an internal purchase order or reference number for invoicing purposes.

     (b)     Installation and Configuration. The Services are exclusive of Software or Hardware installation and/or system configuration services except to the extent expressly provided in a Services Order and/or SOW (collectively, “Installation Services”). Any professional services work in addition to or separate from Installation Services (“Additional Professional Consulting Services”) may be provided at VeriSign’s then current rates under a SOW to be agreed upon by the Parties.

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     (c)     Fees and Payment Terms. Customer shall pay VeriSign as specified in the applicable Service Order or SOW without deduction, setoff or delay for any reason, including circumstances arising under any other Service Order or SOW hereunder. Such payment shall be made: (i) in U.S. Dollars, (ii) within thirty (30) days from the invoice date, and (iii) in accordance with the terms of the invoice. All fees paid are non-refundable. Beginning the day after the due date of the invoice, interest shall be due and payable by Customer at the rate of one and one-half percent (1.5%) per month or the highest rate allowed by law, whichever is less, on any portion of the invoice which has not been paid.

     (d)     Taxes. The fees stated are exclusive of tax. All taxes, duties, fees and other governmental charges of any kind (including sales, services, use, and value-added taxes, but excluding taxes based on the net income of VeriSign) which are imposed by or under the authority of any government or any political subdivision thereof on the fees for any of the Services, Software and/or Hardware shall be borne by Customer and shall not be considered a part of, a deduction from or an offset against such fees. All payments due to VeriSign shall be made without any deduction or withholding on account of any tax, duty, charge or penalty except as required by law in which case the sum payable by Customer in respect of which such deduction or withholding is to be made shall be increased to the extent necessary to ensure that, after making such deduction or withholding, VeriSign receives and retains (free from any liability in respect thereof) a net sum equal to the sum it would have received but for such deduction or withholding being required.

     (e)     Publicity. Any and all press releases and other public announcements relating to the existence or terms of this Agreement or the related transactions between VeriSign and Customer must be approved in advance by the Parties in writing.

3.    GRANT OF LICENSE

In exchange for the payment by Customer of fees hereunder, VeriSign grants to Customer a limited, non-exclusive, non-transferable, non-sublicenseable license to use any Software provided hereunder in object code form on systems under Customer’s control solely in connection with Customer’s use of the Service for which such copy was provided and sold in accordance with the applicable instructions or documentation and any end-user license restrictions, if applicable. Customer is expressly prohibited from copying, sublicensing, selling, renting, leasing or otherwise distributing copies of the Software, or permitting either direct or indirect use of the Software by any third party. Customer agrees not to modify, disassemble, decompile, reverse engineer, create derivative works of, or make any other attempt to discover or obtain the source code for the Software. In the event any modifications are made to the Software by anyone other than VeriSign or its authorized subcontractors (excluding Customer), any and all warranties with respect to the Software shall immediately terminate. Notwithstanding the foregoing, the license rights set forth above may be limited with respect to particular Software in the manner set forth in any applicable Service Order or SOW.

4.    PROPRIETARY RIGHTS

Except as otherwise expressly set forth in a Service Order or SOW, Customer acknowledges that VeriSign and its licensors retain all Intellectual Property Rights and title in and to all of their Confidential Information or other proprietary information, products, services, and the ideas, concepts, techniques, inventions, processes, software or works of authorship developed, embodied in, or practiced in connection with the Services provided by VeriSign hereunder, including without limitation all modifications, enhancements, derivative works, configurations, translations, upgrades, and interfaces thereto (all of the foregoing ” VeriSign Works”). The VeriSign Works do not include Customer’s preexisting hardware, software, or networks. Except as otherwise expressly provided herein (or in a Service Order or SOW issued hereunder, subject to Section 9(c)), nothing in this Agreement shall create any right of ownership or license in and to the other Party’s Intellectual Property Rights, and each Party shall continue to independently own and maintain its Intellectual Property Rights.

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5.    CONFIDENTIAL INFORMATION

The Parties acknowledge that by reason of their relationship under this Agreement, they may have access to and acquire Confidential Information of the other Party. Each Party receiving Confidential Information (the “Receiving Party”) agrees to maintain all such Confidential Information received from the other Party (the “Disclosing Party”), both orally and in writing, in confidence and agrees not to disclose or otherwise make available such Confidential Information to any third party without the prior written consent of the Disclosing Party; provided, however, that the Receiving Party may disclose the terms of this Agreement to its legal and business advisors if such third parties agree to maintain the confidentiality of such Confidential Information under terms no less restrictive than those set forth herein. The Receiving Party further agrees to use the Confidential Information only for the purpose of performing this Agreement. Notwithstanding the foregoing, the obligations set forth herein shall not apply to Confidential Information which: (i) is or becomes a matter of public knowledge through no fault of or action by the Receiving Party; (ii) was lawfully in the Receiving Party’s possession prior to disclosure by the Disclosing Party; (iii) subsequent to disclosure, is rightfully obtained by the Receiving Party from a third party who is lawfully in possession of such Confidential Information without restriction; (iv) is independently developed by the Receiving Party without resort to the Confidential Information; or (v) is required by law or judicial order, provided that the Receiving Party shall give the Disclosing Party prompt written notice of such required disclosure in order to afford the Disclosing Party an opportunity to seek a protective order or other legal remedy to prevent the disclosure, and shall reasonably cooperate with the Disclosing Party’s efforts to secure such a protective order or other legal remedy to prevent the disclosure. In addition, VeriSign’s treatment of any Customer information collected through the VeriSign website will be in accordance with VeriSign’s published Privacy Statement.

6.    REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATION

     (a)     Customer’s Representations and Warranties. Customer represents and warrants that (i) it has the corporate power and authority to enter into this Agreement and to fully perform its obligations under this Agreement; and (ii) will not make any unauthorized representation or warranty to any third party relating to any Services, Software or Hardware.

     (b)     VeriSign’s Representations and Warranties. VeriSign represents and warrants that it has the corporate power and authority to enter into this Agreement and to fully perform its obligations under this Agreement.

     (c)     Indemnification. Each party hereto (the “Indemnitor”) agrees to, and shall, indemnify, defend and hold harmless the other party hereto (the “Indemnitee”), and its directors, shareholders, officers, agents, employees, successors and assigns from any and all third party claims, suits, proceedings, judgments, damages, and costs (including reasonable attorneys’ fees and expenses) arising from, in connection with or related in any way to, directly or indirectly, (i) the Indemnitor’s material breach of any representation or warranty of the Indemnitor specifically identified as such in a Services Order or as specified in Sections 6(a) or 6(b) of this Agreement, (ii) the gross negligence or willful misconduct of the Indemnitor, its employees, agents, or contractors in the performance of this Agreement, and (iii) solely with respect to VeriSign’s indemnification of Customer, and subject to VeriSign’s rights under Section 6(d), any alleged infringement of any United States patent, copyright or trade secret by the unmodified Services, Software or Hardware as delivered by VeriSign (excluding any open source components or third party specifications). The Indemnitee shall promptly notify the Indemnitor of any such claim, and the Indemnitor shall bear full responsibility for the defense of such claim (including any settlements); provided however, that: (1) the Indemnitor shall keep the Indemnitee informed of, and consult with the Indemnitee in connection with the progress of such litigation or settlement; (2) the Indemnitor shall not have any right, without the Indemnitee’s written consent, which consent shall not be unreasonably withheld, to settle any such claim if such settlement arises from or is part of any criminal action, suit or proceeding or contains a stipulation to or admission or acknowledgment of, any liability or wrongdoing (whether in contract, tort or otherwise) on the part of the Indemnitee, or requires any specific performance or non-pecuniary remedy by the Indemnitee; and (3) the Indemnitee shall have the right to participate in the defense of a claim with counsel of its choice at its own expense.

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     (d)     VeriSign Options Related to Intellectual Property Infringement Claims. In the event of any claim, suit, or proceeding subject to Section 6(c)(iii) above, VeriSign shall have the right, at its sole option, to obtain the right to continue use of the affected Services, Software or Hardware or to replace or modify the affected Services, Software or Hardware so that they may be provided by VeriSign and used by Customer without infringement of third party United States patent, copyright or trade secret rights. If neither of the foregoing options is available to VeriSign on a commercially reasonable basis, VeriSign may terminate the applicable Services Order immediately upon written notice to Customer, and within thirty (30) days after such termination shall pay Customer a termination fee equal to the prorated portion of any fees (excluding installation and any other non-recurring fees) paid in advance by Customer commensurate with the remaining portion of the Service Period for which such fees were paid. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE RIGHTS AND REMEDIES SET FORTH IN SECTIONS 6(c)(iii) AND 6(d) CONSTITUTE THE ENTIRE OBLIGATION OF VERISIGN AND THE EXCLUSIVE REMEDIES OF CUSTOMER WITH RESPECT TO THE SUBJECT MATTER THEREOF.

7.    TERM AND TERMINATION

     (a)     Term and Renewal. This Agreement (excluding Services Orders or SOWs hereunder) (“MSA”) will commence as of the Effective Date and will continue until terminated in accordance with this Section 7. Each Services Order or SOW hereunder will commence on the effective date identified therein and continue for the period identified therein (“Initial Term”) unless terminated earlier as set forth below. Following expiration of the Initial Term, Services Orders will automatically renew for successive one (1) year terms (each a “Renewal Term”) unless either Party provides written notice to the other Party at least sixty (60) days prior to the commencement of a Renewal Term of its intent to avoid such Renewal Term. The Initial Term and any Renewal Terms of a Services Order are collectively referred to as the “Term.” The termination of any Services Order or SOW shall not modify the term of this MSA or any other Services Order or SOW. The termination of this MSA shall immediately terminate any and all Services Orders and SOWs executed hereunder. The terms and conditions applicable to any Renewal Term(s) will be the same as those in effect for the immediately preceding portion of the Term; provided, however, that VeriSign may increase fees for any Renewal Term by providing written notice of such increase to Customer at least ninety (90) days prior to the commencement of such Renewal Term.

     (b)     Termination for Default. In the event of a material breach of this MSA or any Services Order or SOW (excluding any breaches for which an exclusive remedy is expressly provided), the non-breaching Party may terminate the breached MSA, Services Order, or SOW, as applicable, if such breach is not cured within thirty (30) days after written notice thereof.

     (c)     Termination for Insolvency. Each Party may terminate this MSA or any Services Order or SOW, effective immediately upon written notice, should the other Party hereto (i) admit in writing its inability to pay its debts generally as they become due; (ii) make a general assignment for the benefit of creditors; (iii) institute proceedings, or have proceedings instituted against it, seeking relief or reorganization under any laws relating to bankruptcy or insolvency; (iv) have a court of competent jurisdiction appoint a receiver, liquidator, or trustee over all or substantially all of such Party’s property or provide for the liquidation of such Party’s property or business affairs.

     (d)     Survival of Terms. Any payment obligations which accrued prior to termination or expiration of this MSA or any Services Order or SOW, Sections 1, 2(d), 2(e), 4, 5, 6(c), 6(d), 7(d), 8, and 9 of the MSA, and any section of a Service Order titled “Disclaimer”, “Limitation of Liability”, or an equivalent thereof, as applicable, shall survive the expiration or termination of this MSA or any Services Order or SOW.

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8.    LIMITATION OF LIABILITY

THE PARTIES AGREE THAT, EXCEPT FOR AMOUNTS PAYABLE FOR BREACH OF SECTION 3 OR 5, CLAIMS ARISING UNDER SECTION 6(C), ANY AMOUNTS OWING UNDER SECTION 2(C), OR AS OTHERWISE SET FORTH IN A SERVICES ORDER: (A) A PARTY’S ENTIRE LIABILITY AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM ARISING OUT OF OR RELATED TO THIS MSA OR ANY SERVICES ORDER OR SOW ISSUED HEREUNDER IS LIMITED TO THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO VERISIGN FOR THE IMMEDIATELY PRECEEDING THREE (3) MONTH PERIOD FOR THE SERVICES, SOFTWARE AND/OR HARDWARE GIVING RISE TO THE CLAIM; PROVIDED, HOWEVER, THAT UNDER NO CIRCUMSTANCES SHALL THE SAME ACT, OMMISSION OR EVENT GIVE RISE TO DAMAGES UNDER BOTH THIS MSA AND A SERVICES ORDER OR SOW, (B) A PARTY’S AGGREGATE LIABILITY FOR ALL CLAIMS UNDER THIS AGREEMENT IN ANY CONTRACT YEAR (A PERIOD OF TWELVE (12) MONTHS FROM ANY ANNIVERSAY DATE OF THIS AGREEMENT) SHALL NOT EXCEED (A) FOR THE FIRST CONTRACT YEAR, THE GREATER OF ONE MILLION DOLLARS ($1,000,000) OR TWO TIMES THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO VERISIGN DURING SUCH YEAR , AND (B) FOR EACH SUBSEQUENT CONTRACT YEAR, TWO TIMES THE AMOUNTS PAID OR PAYABLE DURING THE PRIOR CONTRACT YEAR; AND (C) NEITHER PARTY WILL BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS OR REVENUES, WHETHER FORESEEABLE OR UNFORESEEABLE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF THIS AGREEMENT, THE SERVICES, SOFTWARE, OR HARDWARE, OR ANY EXPRESS OR IMPLIED WARRANTY, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT. EXCEPT FOR THE EXPRESS LIMITED WARRANTIES CONTAINED IN SECTION 6 OR AN APPLICABLE SERVICE ORDER OR SOW, VERISIGN DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTION OF CUSTOMER REQUIREMENTS, NON-INFRINGEMENT, AND ANY WARRANTY ARISING OUT OF A COURSE OF PERFORMANCE, DEALING OR TRADE USAGE. NOTWITHSTANDING THE FOREGOING, A PARTY’S LIABILITY SHALL NOT BE LIMITED UNDER THIS SECTION 8 IN CASES OF PERSONAL INJURY OR DEATH ARISING FROM A PARTY’S NEGLIGENCE.

9.     GENERAL PROVISIONS

     (a)     Notices. All notices shall be in writing (excluding email) and addressed to the Party to be served at the respective addresses set forth in the Services Order, SOW, or on the cover page of this Agreement, as applicable. Any such notice may be served personally or by certified mail (postage prepaid), internationally commercially recognized overnight delivery service (such as Federal Express or DHL), or courier. Notice shall be deemed served upon personal delivery or delivery by courier, upon the second business day after the date sent for notices sent via overnight delivery, or upon the fifth business day after the date sent for notices sent via certified mail. Either Party may change the address to which notices are to be delivered by written notice (excluding email) to the other Party. Notices to VeriSign shall be addressed to the General Counsel.

     (b)     Entire Agreement. This Agreement (including any Services Orders or SOW(s) executed hereunder), any schedules or exhibits hereto, and any end user license terms, where applicable, constitute the entire understanding and agreement between VeriSign and Customer with respect to any Software, Hardware and/or Services ordered hereunder, and supersedes any and all prior or contemporaneous oral or written representation, understanding, agreement or communication relating thereto.

     (c)     Amendments and Waiver. Any term or provision of this Agreement (including any Services Order or SOW) may be amended, and the observance of any term of this Agreement may be waived, only by a writing in the form of a non-electronic record referencing this Agreement and signed by the Parties to be bound thereby, and this Agreement may not be modified or extended solely by submission of a purchase order or similar instrument referencing this Agreement. No SOW which is not explicitly identified as an amendment to Section 4 of this Agreement shall be construed to create any Intellectual Property Right(s) of Customer or any third-party.

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     (d)     Force Majeure. Neither Party shall be deemed in default hereunder, nor shall it hold the other Party responsible for, any cessation, interruption or delay in the performance of its obligations hereunder (excluding payment obligations) due to earthquake, flood, fire, storm, natural disaster, act of God, war, terrorism, armed conflict, labor strike, lockout, boycott or other similar events beyond the reasonable control of such Party, provided that the Party relying upon this provision: (i) gives prompt written notice thereof, and (ii) takes all steps reasonably necessary to mitigate the effects of the force majeure event; provided further, that in the event a force majeure event extends for a period in excess of thirty (30) days in the aggregate, either Party may immediately terminate this Agreement upon written notice.

     (e)     Severability. In the event that any provision of this Agreement should be found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained shall not, in any way, be affected or impaired thereby.

     (f)     Compliance with Law, Export Requirements, and Foreign Reshipment Liability. Each Party agrees that it shall comply with all applicable federal, state and local laws, regulations, and export requirements in connection with its performance under this Agreement. Regardless of any disclosure made by Customer to VeriSign of an ultimate destination of the Software, Hardware, or technical data acquired from VeriSign and, notwithstanding anything contained in this Agreement to the contrary, Customer will not modify, export, or re-export, either directly or indirectly, any Software, Hardware, or technical data, or portions thereof, without first obtaining any and all necessary licenses from the United States government or agencies thereof or any other country that requires an export license or other governmental approval at the time of modification, export, or re-export. VeriSign shall have the right to suspend performance of any of its obligations under this Agreement, without any prior notice being required and without any liability to Customer if Customer fails to comply with this provision..

     (g)     Assignment. Neither Party may assign or transfer this Agreement or any obligation hereunder without the prior written approval of the other Party, except that, upon written notice, a Party may assign or transfer to an entity acquiring all or substantially all of the assets of that Party, whether by acquisition of assets or shares, or by merger or consolidation. Any assignment in violation of this Section 9(g) shall be void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Parties.

     (h)     Independent Contractors. The Parties to this Agreement are independent contractors. Neither Party is an agent, representative, joint venturer, or partner of the other Party. Neither Party shall have any right, power or authority to enter into any agreement for or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other Party. Each Party shall bear its own costs and expenses in performing this Agreement.

     (i)     Governing Law. The Parties agree that this Agreement, and any disputes arising out of or related to this Agreement, shall be governed by, construed, and enforced in all respects in accordance with the laws of the Commonwealth of Virginia, United States of America, excluding its conflict of laws rules. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. For all disputes arising out of or related to this Agreement, the Parties submit to the exclusive subject matter jurisdiction, personal jurisdiction and venue of the United States District Court for the Eastern District of Virginia, Alexandria Division. If there is no jurisdiction in the United States District Court for the Eastern District of Virginia, Alexandria Division, then jurisdiction shall be in the state courts of Fairfax County, Fairfax, Virginia.

     (j)     Third Party Beneficiaries. No provisions of this Agreement are intended nor shall be interpreted to provide or create any third party beneficiary rights or any other rights of any kind in any other party.

     (k)     Order of Precedence. In the event of a conflict between this MSA and any Service Order, the terms of the Service Order shall govern, but only in regard to the specific Service provided under that Service Order.

     (l)     English Version. In the event this Agreement is translated in any language other than the English language, then in the event of a conflict between the English language version and the translated version, the English language version shall prevail in all respects.

7

OUTCOLLECT BILLING AND EXCHANGE SERVICES ORDER

     THIS SERVICES ORDER (“Services Order”) is entered into by and between VeriSign, Inc., a Delaware corporation, and its wholly owned subsidiaries (“VeriSign”), and the entities identified on Attachment A attached hereto and incorporated herein by reference (each individually a “Customer”) as of the date specified for each Customer set forth on Attachment A (each respectively an “Effective Date”). VeriSign and Customer may each also be referred to individually as a “Party” or collectively as the “Parties” throughout this Services Order.

For and in consideration of the mutual promises, benefits, and covenants contained herein, and for other good and valuable consideration, the receipt, adequacy, and sufficiency of which are hereby acknowledged, VeriSign and Customer hereby agree as follows:

1.   VERISIGN MASTER SERVICES AGREEMENT

The Parties acknowledge and agree that this Services Order is entered into in accordance with and subject to that certain VeriSign Master Services Agreement No. (the “MSA”).

2.   DEFINITIONS

Unless otherwise specified, capitalized terms used in this Services Order shall have the meanings set forth below. All defined terms used herein and not otherwise defined shall have the meaning set forth in the MSA.

“CGF” stands for Charging Gateway Function.

“GPRS” stands for General Packet Radio Service.

“LAN” stands for Local Area Network.

“TADIG/IREG” stands for Transferred Account Data Interchange Group/International Roaming Experts Group.

“TAP” stands for Transfer Account Procedure.

“WAN” stands for Wide Area Network.

3.    SERVICES

     (a)     Services Description. Subject to Customer meeting all of its obligations hereunder, VeriSign shall provide Customer with the Services, as described in Exhibit A.

     (b)     Cooperation and Access. Customer shall provide reasonable access, cooperation, and anything else necessary to allow VeriSign to provide the Services.

4.    FEES

Customer shall pay to VeriSign fees for the Services as set forth in Exhibit B, and in accordance with the MSA.

M6026 (v1.0, 09/26/06) VeriSign Proprietary
Outcollect Billing and Exchange Services Order

8

5.   PRICE CHANGES

Customer acknowledges and agrees that VeriSign reserves the right to change prices for the Services provided hereunder. Such price changes will be announced to Customer at least ninety (90) days prior to the effective date of the price change. If such a change represents an increase in any of the prices previously in effect for any of the Services covered by this Services Order, then Customer may notify VeriSign in writing no less than sixty (60) days prior to the effective date of such price change of its desire to terminate this Services Order as of the effective date of such price change.

6.    SUPPORT

VeriSign shall provide to Customer support for the Services as set forth in Exhibit C.

7.    TERM

     (a)     Term. The term of this Services Order will commence on the Effective Date and will terminate on the December 31st next occurring more than two (2) years after the Effective Date (“Initial Term”) unless earlier terminated as set forth herein. After the Initial Term, this Services Order shall automatically be renewed for successive one (1) year terms (each a “Renewal Term”) unless otherwise terminated as set forth herein. The Initial Term and all Renewal Terms shall collectively be referred to as the “Term.”

     (b)     Termination. Either Party may terminate this Services Order at the end of the Initial Term, or at the end of any Renewal Term, by delivering written notice to the other Party of its intent to terminate no less than ninety (90) days prior to the end of the Initial Term or the applicable Renewal Term.

     (c)     Effects of Termination. Upon the expiration or termination of this Services Order for any reason: (i) Customer shall immediately cease using the Services, and shall not thereafter use the Services or provide the Services to any other person or entity; (ii) Customer is solely responsible for procuring any new or replacement services upon termination; (iii) Customer shall remain obligated for any fees and costs accrued prior to the termination date and any other amounts owed by Customer as provided in this Services Order; (iv) Customer shall return all equipment, hardware, software, or other items provided by VeriSign under this Services Order; and (v) each Party shall return or destroy (at the disclosing Party’s option) any and all Confidential Information provided to it by the other Party.

8.     DISCLAIMER OF WARRANTIES IN ADDITION TO ANY DISCLAIMERS OF WARRANTY SET FORTH IN THE MSA, THE SERVICES AND/OR MATERIALS PROVIDED BY VERISIGN PURSUANT TO THIS SERVICES ORDER ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND VERISIGN MAKES NO WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED, TO WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, AND NON-INFRINGEMENT.

9.    PRESS RELEASE

Notwithstanding anything to the contrary in the MSA, subject to Customer’s prior review and approval, which shall not be unreasonably withheld, VeriSign may, in its discretion, issue a press release regarding the subject matter of this Agreement.

10.   NOTICES

All notices to Customer shall be sent to the address set forth in the MSA, as well as the address for each Customer entity as set forth in Attachment A. All notices to VeriSign shall be sent to the address set forth in the MSA, as well as to the following addresses:

9

VERISIGN LEGAL DEPARTMENT VERISIGN CONTRACT ADMINISTRATION
VeriSign, Inc.
VeriSign, Inc.
Attn: Associate General Counsel
Attn: Contract Administration
21351 Ridgetop Circle P.O. Box 2909
Dulles, VA 20166 Olympia, WA 98507

11.    INTEGRATION

The Parties acknowledge and agree that this Services Order constitutes the entire understanding and agreement between VeriSign and Customer with respect to the subject matter hereof, and supersedes any and all prior or contemporaneous oral or written representation, understanding, agreement, or communication relating thereto.

12.    INCORPORATION BY REFERENCE

Attachment A, Exhibit A, Exhibit B, and Exhibit C are respectively by each and every reference thereto incorporated herein as though fully set forth herein.

13.    SURVIVAL OF TERMS

In addition to Section 7(d) of the MSA, Sections 1, 2, 4, 7(c), 8, and 13 of this Services Order shall survive the termination or expiration of this Services Order.

IN WITNESS WHEREOF, the Parties have caused this Services Order to be duly executed and delivered as of the Effective Date.

VERISIGN, INC	TELEMETRIX, INC.
By: /s/ Thomas L. Dean	By: /s/ Larry Becker
Name: Thomas L. Dean	For Telemetrix Inc.
Title: VP-VCS Business Ops	Legal Name of Company
Date: Sep 29 2006	On Behalf of Each Customer
	Identified on Attachment A
	By: Larry Becker
	Name: Larry Becker
	Title: Authorized Representative
	Date: 9/27/06

10

ATTACHMENT A
TO
OUTCOLLECT BILLING AND EXCHANGE SERVICES ORDER
PARTICIPATING ENTITIES

PARTICIPATING ENTITIES CONTRACT NUMBER EFFECTIVE DATE(Completed by VeriSign)
Full Legal Name:  Telemetrix Inc.            Sept 29 2006
Address: 7105 La Vista Place, #100, Longmont, CO
Full Legal Name:
Address:
Full Legal Name:
Address:
Full Legal Name:
Address:
Full Legal Name:
Address:
Full Legal Name:
Address:
Full Legal Name:
Address:
Full Legal Name:
Address:
Full Legal Name:
Address:
Full Legal Name:
Address:

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EXHIBIT A
TO
OUTCOLLECT BILLING AND EXCHANGE SERVICES ORDER
SERVICES DESCRIPTION

1.    DESCRIPTION

The Services enable wireless carriers to outsource outcollect processing of foreign roamers on a carrier’s network. The Services involve the electronic capture of data from a Customer’s network element. The Services include the parsing, formatting, editing, validation, and transformation of native file structures to a standard file layout. The standard files are sent to the hosted platform where they are rated. Additional edit and validations are performed and records are then turned into industry standard files that can be exchanged between carriers, clearinghouses or other third party solutions.

2.    RECORDS

The Services are based upon the receipt of voice, SMS, or other records from a specific network element. These records can be delivered either directly from the network element itself or from a third party system (such as another mediation vendor, or CGF). If a CGF is needed, then the CGF will provide the necessary aggregations / correlations of the GPRS call detail records from the serving GPRS node.

3.   PROCESSING

     (a)     Record Format. VeriSign collects the records in mutually agreed upon formats.

Customer must communicate any format changes in advance by providing thirty (30) days prior written notice. If Customer does not provide proper notice of any changes, VeriSign may charge Additional Professional Services Fees as set forth in Exhibit B. All format changes to the records or network upgrade of the elements requiring VeriSign support are billed as part of the Non- recurring Fees set forth in Exhibit B. If such format changes require professional services beyond the amount included in the Non-Recurring Fees, Customer will be billed for Additional Professional Services Fees as set forth in Exhibit B.

     (b)     Filtering. VeriSign is not responsible for filtering out usage that may be from other shared carriers on the network. If Customer requests VeriSign to perform such filtering, Customer will be billed for Additional Professional Services Fees as set forth in Exhibit B..

     (c)     Record Processing. VeriSign will process the records and apply customer provided rating and currency requirements. VeriSign will then convert the rated outcollect records to the latest TAP release (currently 3.11). VeriSign will pass rated TAP records to the clearinghouse of customer choosing and then provide outcollect reporting of rated events in those clearinghouse batches.

     (d)     Archiving. VeriSign is not responsible for archival or backup of records from the network elements.

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EXHIBIT B
TO
OUTCOLLECT BILLING AND EXCHANGE SERVICES ORDER

FEES

All amounts herein are represented in U.S. Dollars and shall be paid in U.S. Dollars.

1.    NON-RECURRING FEES

Customer shall pay to VeriSign Non-Recurring Fees of $__________. Such Non-Recurring Fees include the following:

     (a)     Network Element Outcollect Billing. The Non-Recurring Fees include a maximum of 200 man-hours of professional services for outcollect billing.

     (b)     Training. The Non-Recurring Fees include one day (up to eight (8) hours) of training for the Services.

2.    MONTHLY FEES

     (a)     Monthly Fees. Customer shall pay to VeriSign Monthly Fees equal to the greater of (a) $________; or (b) an amount calculated by determining the number of records processed through the Services in a given month, and then multiplying that number by the per-record rate as set forth in Table 1 below. As used in Table 1 below, the term “records” shall mean raw call detail records.

     (b)     Support. The Monthly Fees set forth in Section 2(a) above include a maximum of sixty (60) man-hours of support per month for the Services, as described in Exhibit C.

      Table 1. Monthly Fees – Per-Record Rates

Total Volume of Records in a Month	Per Record Processing Fee
0 - 500,000	______
500,001 - 1,000,000	______
1,000,000 - 2,000,000	______
2,000,000 - 5,000,000	______
5,000,000 - 10,000,000	______
10,000,000 - 25,000,000	______
25,000,000 - 50,000,000	______
50,000,000 - 100,000,000	______
100,000,000 - 250,000,000	______
250,000,000 - 500,000,000	______
500,000,000 - 1,000,000,000	______
1,000,000,000 +	______

3.   TRAVEL

During the Initial Term of this Services Order, Customer shall reimburse VeriSign for its reasonable travel, meals, and lodging expenses incurred in the provision of the Services provided herein.

4.    ADDITIONAL FEES

Customer shall pay to VeriSign the following additional fees when applicable.

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     (a)     Additional Professional Services Fees. For professional services provided to Customer by VeriSign beyond the 200 hours included in Section 1(a) above, Customer shall pay to VeriSign Additional Professional Services Fees of $200.00 per person per hour.

     (b)     Additional Training Fees. If VeriSign provides additional training to Customer beyond the eight (8) hours included in Section 1(b) above, Customer shall pay to VeriSign Additional Training Fees of $1,250.00 per day of training. In addition, Customer shall pay VeriSign’s travel costs as set forth in Section 3 above, regardless of whether such additional training occurs during the Initial Term or during a Renewal Term.

     (c)     Additional Support Fees. In the event VeriSign provides more than sixty (60) man-hours of support for the Services (as described in Section 2(b) above), Customer shall pay to VeriSign Additional Support Fees of $200.00 per person per hour for each hour of additional support provided.

     (d)     Network Recovery Fees. In the event of a network outage or other event in which the feed of data between the network elements and the VeriSign mediation system is down, VeriSign shall support the recovery of data from switch tape, at Customer’s expense, at a rate of $200.00 per person per hour for each hour of such support.

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EXHIBIT C
TO
OUTCOLLECT BILLING AND EXCHANGE SERVICES ORDER

SUPPORT

1.    SUPPORT

All services and support are provided from remote VeriSign locations. If on-site training and/or support is required, Customer is responsible for travel costs, meals and lodging as well as payment of hourly rates, if applicable. Support may be provided on a 365x24x7 basis.

2.    ASSUMPTIONS

All training and support provided for the services included in this Services Order are based on the following assumptions:

     (a)     Customer will provide a written confirmation of network readiness prior to requesting VeriSign engagement for the Services.

     (b)     Prior to the commencement of the Services, Customer will open up LAN/WAN firewall rules to allow VeriSign connectivity/connections to the relevant voice network elements for direct mediation.

     (c)     Customer shall provide vendor documentation of call detail record file formats for all relevant network elements outlined in this Services Order.

     (d)     Customer shall provide documented test calls using the VeriSign Test Call Form provided to Customer by VeriSign (during commencement of the Services) for all network elements.

     (e)     Prior to commencement of the Services, Customer shall provide a single point of contact for outcollect billing and mediation.

     (f)     Customer shall provide at least sixty (60) days advance written notice of any new network element. This notice includes vendor documentation of the exact software release of the new network element. Connectivity to the new network element is required at least thirty (30) days prior to the commencement of the Services.

     (g)     CGF aggregations / correlations for GPRS, if applicable, are not included in this Services Order.

     (h)     Customer’s network vendor shall provide the usage records to VeriSign for Customer. Any record filtering is not included within the cost of this Services Order and will be billed as Additional Professional Services Fees as set forth in Exhibit B.

     (i)     VeriSign support services required for any TADIG/IREG support, if applicable, are not included in this Services Order and will be billed as Additional Professional Services Fees as set forth in Exhibit B.

     (j)     Customer will review the Revenue Reports each business day and provide VeriSign with written notification within one (1) business day of any discrepancies and/or disputes.

15

EX-31

Exhibit 31.1

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

CERTIFICATION

I, William Becker, Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Accounting Officer) of Telemetrix Inc. certify that:

1. I have reviewed this annual report on Form 10-KSB for the fiscal year December 31, 2006, of Telemetrix Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial position, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The small business issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in exchange Act Rules 13a-15(f) and 15d-15(f) for the small business issuer and have:

  a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made know to us by others within those entities, particularly during the period in which this report is being prepared:

  b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervisions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

  c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure control and procedures, as of the end of the period covered by this report based on such evaluation; and

  d. Disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s forth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and

5. The small business issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

  a. All significant deficiencies and material weaknesses in the design or operating of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and

  b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.

Date: March 15, 2007

/s/ William Becker                                                         
     William Becker
     Chief Executive Officer and Chief Financial Officer
     (Principal Executive and Accounting Officer)

EX-32

Exhibit 32.1

CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002

     In connection with the accompanying Annual Report on Form 10-KSB (the “Report”) of Telemetrix Inc. (the “Company”) for the fiscal year ended December 31, 2006, I, William Becker, Chief Executive Officer and Chief Financial Officer (Principal Executive and Accounting Officer) of the Company, hereby certify pursuant to 18 U.S.C. section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to my knowledge, that:

(1) the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934: and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: March 15, 2007

/s/ William Becker                                                         
Name: William Becker
Title: Chief Executive and Chief Financial Officer
(Principal Executive and Accounting Officer)