METRO-TEL CORP.
                                  [Letterhead]
August 29, 1996


Mr. Richard Wildman
210 Likely Dr.
Alamo, CA 94507

Dear Dick:

It was a pleasure to meet with you and discuss  your views on how you could help
Metro Tel improve its future growth.  Your impression on my board was favorable.
Therefore,  we would  like to have you join us at Metro Tel and I would  like to
set forth in this letter certain matters about the position we discussed.

POSITION - The position  carries the title of "Executive  Vice  President".  You
will be  reporting  to me and to the  Metro Tel  Board of  Directors.  All other
employees  of Metro Tel will  report to you.  Of  course,  as with  those  other
employees, your service with the Company is at the Boards discretion.

RESPONSIBILITIES  - Your  responsibilities  will  be to  direct  the  day to day
operations of the company with special emphasis on sales and marketing.

COMPENSATION - You will start with an initial salary of $125,000 per year,  plus
you will  receive  options to  purchase  25,000  shares of Metro Tel  stock,  in
accordance  with  the  Metro  Tel's  employee  stock  option  plan,  at a  price
equivalent  to the market price set on the close of business of the first day of
your employment. In addition, your salary will be increased to $150,000 per year
on July 1, 1997 and an additional  option to purchase 25,000 shares of Metro Tel
stock will be awarded to you in accordance  with the employee stock option plan,
at a price  equivalent  to the market price on the close of business on June 30,
1997.

As an  incentive,  a $5000  bonus will be awarded to you,  should  you,  by your
efforts,  increase  Metro Tel's second half fiscal 1997 (Jan 97 - June 97) sales
by $250,000  over the second half of fiscal 1996.  An  additional  $5000 will be
awarded  to you if you also  increase  sales by  $250,000  for the first half of
fiscal 1998 (July 97-Dec 97 ) over the comparable period of fiscal 1997.

In addition,  should sales increase by $500,000 for the total period from Jan 97
to Dec 97 over the previous  year's  comparable  period,  an additional  $10,000
bonus will be  awarded to you.  All bonus  awards are  payable  during the month
following the end of period.

Not included in the above bonus  calculations is a pending  contract from GTE on
the  RTS-1  and the  ARONTS  system,  unless  you  contribute  substantially  to
increasing the quantities specified on the current proposals.






Should your performance continue to be satisfactory,  at some time no later than
July 1, 1998, you will be named President of Metro Tel Corp.

All other employee benefits will be extended to you, including  participation in
the Metro Tel profit sharing plan, 401K plan and hospitalization plan.

I believe the above accurately reflects the matters we discussed.  Your response
to the foregoing should be communicated to me by Tuesday, September 3, 1996.

I look forward to having you join Metro Tel Team.

Sincerely,

Metro Tel Corp.


/s/ Venerando Indelicato

Venerando Indelicato
President



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