exh10-18_265072.htm


    
       

       

      
         


        
          Exhibit
10.18

          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

    


    


    Ms.
Francine Dubois

    2511-A
Apple Avenue

    Torrance,
CA 90501

    


    Dear
Francine:

    


    This will
confirm that iDcentrix, Inc. (“IDCX” or the “Company”) and you are parties to an
Amended and Restated Employment Agreement dated as of November 6, 2007 (the
“Agreement”).

     

    The
purpose of this letter is to amend the Agreement in certain respects; all
portions of the Agreement not specifically addressed here shall remain in full
force and effect in accordance with their terms.

     

    It is
hereby agreed:

     

    
      	
               
      

            	
              1.

            	
              The
      Term of the Agreement shall be amended to end December 31 2009, and the
      Agreement shall automatically renew for additional one-year periods unless
      notice of termination is given by either party at least sixty (60) days
      prior to the end of the then-current
Term.

            


    

     

    
      	
               
      

            	
              2.

            	
              Upon
      mutual agreement of the parties, effective December 16, 2008 your Base
      Salary was temporarily reduced to $112,000 as consideration for the
      issuance of 94,000 stock options as more fully described in the January 9,
      2009 Non-Qualified Stock Option Agreement, and effective March 1, 2009 was
      further reduced to approximately $2,800.00 per month. In the event that
      IDCX (a) has cash on-hand that exceeds all of the Company’s outstanding
      liabilities by at least $800,000 (as measured by account balances at month
      end) between today and July 1, 2009, your Base Salary shall revert to
      $112000 as of that date (but not retroactively); and (b) has cash on-hand
      that exceeds all of the Company’s liabilities by at least $800,000
      (as

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


        
          Exhibit
10.18

          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

          


        

      

    


    measured
by account balances at month end) as of June 30, 2009, your Base Salary shall
revert to $140,000 effective July 1, 2009 (but not retroactively).

     

    
      	
               
      

            	
              3.

            	
              The
      bonus you have earned through January 31st,
      2009 (on account of the period through January 31, 2009) in the amount of
      $30,625 will be paid, less required withholdings, in the event that, in
      the future, IDCX has cash on-hand that exceeds all of the Company’s
      outstanding liabilities by at least $800,000 as measured by account
      balances at month end.

            


    

     

    
      	
               
      

            	
              4.

            	
              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 by at least $800,000 (the “Target”) (as measured by account
      balances at month end), 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.

            


    

     

    
      	
               
      

            	
              5.

            	
              The
      Compensation Committee and the Board of Directors of the Company shall
      establish a bonus plan on account of fiscal year 2009-10 for you which
      shall provide for a quarterly payout target of up to $15,000 per fiscal
      quarter based upon objectives established by the Compensation Committee
      and the Board of Directors of the Company; the payout shall be established
      to be accrued quarterly and paid
annually.

            


    

     

    
      	
               
      

            	
              6.

            	
              None
      of the changes to your Agreement 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 Agreement.

            


    

     

    
      	
               
      

            	
              7.

            	
              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.

            


    

     

    
      	
               
      

            	
              8.

            	
              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

                	
                  11%

                	
                  $9,500

                
	 	
                  *

                	
                  $    43,000

                	
                  11%

                	
                  $4,700

                
	 	
                  *

                	
                  $    35,000

                	
                  11%

                	
                  $3,800

                
	 	
                  *

                	
                  $  496,000

                	
                  6%

                	
                  $29,800

                


        

      

    

    


    
      	
               
      

            	
              (A)

            	
              –
      The Commission Percentage is multiplied by the Gross Profit in order to
      determine the actual commission to be
paid.

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


        
          Exhibit
10.18

          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

          


        

      

    


    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).

     

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

     

    Very
truly yours,

    


    /s/ David
Fractor

    


    David
Fractor,

    Chief
Financial Officer

    


    Agreed to
and accepted:

    


    
      	
              /s/
      Francine Dubois