exh10-20_265073.htm


    
       

       

      
        
          Exhibit
10.20

          IDCENTRIX,
INC. HAS CLAIMED CONFIDENTIAL

          TREATMENT
OF PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH

          RULE
24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934

          CERTAIN
PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED ON A

          REQUEST
FOR CONFIDENTIAL TREATMENT

          


          OMITTED
PORTIONS HAVE BEEN SEPARATELY FILED WITH THE

          SECURITIES
AND EXCHANGE COMMISSION

          


        

      

    

                                        

                                                                          iDcentrix, Inc.

                                                                          444 North Nash
Street

                                                                          El Segundo,
CA  90245

                                                                          Tel: +1(310) 321
5566

                                                                          Fax: +1(310) 640
8071

     

     

    April 24,
2009

    


    


    Mr. Tate
Preston

    15010
Tammer Lane

    Wayzata
MN 55391

    


    Dear
Tate:

    


    This will
confirm that you are the VP of Sales and Marketing for iDcentrix, Inc (“IDCX”)
pursuant to an offer letter dated as of February 9. 2008 (the
“Letter”).

     

    The
purpose of this letter is to amend the Letter in certain respects; all portions
of the Letter not specifically addressed here shall remain in full force and
effect in accordance with their terms, and the “Consent” signed by you on or
about March 1, 2009 is hereby superseded without any effect.

     

    It is
hereby agreed:

     

    
      	
               
      

            	
              1.

            	
              Upon
      mutual agreement, your Base Salary was reduced to approximately $1,386.60
      per month effective March 1, 2009

            


    

     

    2.              In
consideration for your reduced Base Salary, and in lieu of any other bonuses to
which you may be entitled, IDCX has agreed to pay you a commission (less
required withholdings) of the following amounts in the event that the following
sale prospects close, and the following proceeds are received by IDCX, on or
before June 30, 2009 (if sales proceeds are greater or less, the same Commission
Percentages shall apply):

     

    
      
        
          
            
              
                
                  	
                          Prospect

                        	
                          Gross
      Profit

                        	
                          Comm.
      Percentage (A)

                        	
                          Estimated
      Comm.

                        
	
                          *

                        	
                          $   87,000

                        	
                          22%

                        	
                          $19,000

                        
	
                          *

                        	
                          $   43,000

                        	
                          35%

                        	
                          $15,000

                        
	
                          *

                        	
                          $   35,000

                        	
                          29%

                        	
                          $10,000

                        
	
                          *

                        	
                          $
      496,000

                        	
                          9%

                        	
                          $45,000

                        


                

              

            

          

        

      

    

    



    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


        
          Exhibit
10.20

          CERTAIN
PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED ON A

          REQUEST
FOR CONFIDENTIAL TREATMENT

          


          OMITTED
PORTIONS HAVE BEEN SEPARATELY FILED WITH THE

          SECURITIES
AND EXCHANGE COMMISSION

          


          


        

      

    

     

    
      
        
          
            	 	
                    (A)
      – The Commission Percentage is multiplied by the Gross Profit in order
      to

                    determine
      the actual commission to be paid.

                  
	 	
                    Said
      commission opportunity shall apply only insofar as payment is received by
      IDCX on or before June 30, 2009, and shall apply only to cash actually
      received (that is, not for future proceeds to be received by IDCX at a
      later date).

                  
	 	
                    3.             Upon
      mutual agreement of the parties, effective March 1, 2009, you became
      responsible for paying all of your health insurance premiums. In the event
      that IDCX has cash on-hand that exceeds all of the Company’s outstanding
      liabilities (as measured by account balances at month end) by at least
      $800,000 (the “Target”), the Company will resume payment for your
      individual health insurance premiums in accordance with past practice on
      the first day of the month following the month in which the Company
      reaches the Target.

                  
	 	
                    4.             Your
      compensation, compensation and bonus subsequent to June 30 2009, shall be
      negotiated in good faith between yourself and the
  Company.

                  
	 	
                    5.             None
      of the changes to your Letter referenced above, nor the election by the
      Company to terminate your employment should it enter into “hibernation”
      shall be considered a trigger of IDCX’s severance obligations referred to
      in the Letter.

                  
	 	
                    6.             In
      the event that you are ever entitled to be paid accrued unused vacation
      pay, the calculation shall be based upon your base salary at the date of
      accrual.

                  


          

        

      

    

     

    If this
accurately reflects our agreement please sign the enclosed copy of this letter
and return it to me.

     

                    Very truly
yours,

    


                    /s/ Francine
Dubois

    


                    Francine
Dubois,

                    Chief Executive
Officer

    


    Agreed to
and accepted:

    


    /s/ Tate
Preston

     

    ______________________