exh10-19_265094.htm


    
      
         


      

       

      
         


        
          Exhibit
10.19

        

      

    


    February
9, 2008

    


    


    PERSONAL &
CONFIDENTIAL

    


    Tate
Preston

    15010
Tammer Lane

    Wayzata,
MN  55391

    
Dear
Tate:

    


    I am
pleased to extend this offer of employment to you to serve as the VP, Sales
& Marketing of Sterling Gold Corp, which is in the process of changing its
name to iDcentrix, Inc. (“IDCX” or the “Company”).  Your start date is
to be on or about Feb 11th, 2008. Your initial job duties shall be as set forth
on Attachment A. (Please note that this offer is contingent upon approval by
IDCX’s Board of Directors.)

     

    While an
employee of IDCX, you will be paid a base salary at the annual rate of $140,000
in accordance with the payroll practices of IDCX. You also will be eligible to
receive annual incentive compensation targeted at $60,000 for each year
thereafter if you remain employed by IDCX. The incentive compensation will be
paid in quarterly installments, within 30 days following the end of each
quarter, and with the amount payable to be determined by the Board of Directors
based upon attainment of performance targets to be established by the CEO,
following discussion with you, prior to each quarter.  Notwithstanding
the foregoing, the quarterly objectives and target amount with respect to the
first quarter of 2008 are described in Attachment A. You must be employed on the
date the incentive compensation is payable in order to receive the
compensation.

     

    In
addition, Management will recommend to the Board of Directors that you be
granted options to purchase 100,000 shares of the Company’s common stock under
the Company’s 2007 Equity Participation Plan vesting in four equal installments:
six, twelve, eighteen and twenty-four months following the date of grant by the
Board. All of the terms of the options will be determined by the Board in
accordance with the terms of the Plan at the time of the Grant and will be set
forth in an Option Agreement to be delivered following approval by the
Compensation Committee of the Board.

     

    You will
be eligible to receive two (2) weeks of vacation for 2008, prorated for calendar
2008 and three (3) weeks for 2009. You will also be entitled to five (5) sick
days per calendar year, prorated for calendar year 2008, to be used in
accordance with the policy of the Company, as in effect from time to
time.

     

    Provided
you satisfy standard eligibility criteria, you will be eligible to participate
in the 401(k), health, disability and other similar benefit plans the Company
makes available to its employees from time to time.  IDCX plans to
offer employees and their spouses and/or families health insurance benefits
(medical & dental), for which IDCX intends to pay 75% of the premium costs,
subject to adjustment at the discretion of IDCX. Until such time as health
coverage is available 

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    to you
through IDCX, IDCX will reimburse you for 75% of the cost of your COBRA
coverage, if any, to a maximum of $418.19 per month, while you are actively
employed by IDCX.

     

    I would
appreciate your considering our offer and advising me of your decision by no
later than February 10, 2008. This offer is contingent upon your providing IDCX
sufficient proof of your authorization to work in the United States. On your
first day of work please provide documents sufficient to complete the required
U.S. Citizenship and Immigration Services I-9 form.

     

    You
should be aware that IDCX employees are not permitted to make any unauthorized
use of documents or other information in their employment with IDCX which could
properly be considered or construed to be confidential or proprietary
information of another individual or company. Likewise, IDCX employees may not
bring with them any confidential documents or other forms of tangible
confidential information onto the premises of IDCX relating to their prior
employer(s)’ business.

     

    This
letter will also confirm, and by signing below you represent, that (a) you have
furnished to IDCX a copy of any existing employment agreements you may have with
any prior employer(s), and (b) you are subject to no contractual or other
restriction or obligation which is inconsistent with your accepting this offer
of employment and performing your duties.

     

    This
offer also is contingent upon the successful completion of reference checks and
full background checks. IDCX reserves the right to check the full employment
background of all candidates, beyond candidate-provided references, both with
other individuals in the community and former employers and employees. Should
these background checks not be completed to IDCX’s satisfaction, particularly
with respect to qualifications, work patterns, team dynamics or performance,
IDCX reserves the right to rescind any verbal or written offers of employment.
In addition, this offer is contingent upon your signing the following documents,
which shall, together with this offer letter, be the definitive agreements with
respect to your employment by IDCX (collectively, the “Employment
Documents”):

     

    
      	
              ·  

            	
              Proprietary
      Information and Inventions Agreement: This document refers to the
      non-disclosure of confidential information, ownership of inventions and a
      non-compete agreement. The Company requires all employees to sign this
      document prior to employment.

            


    

    
      	
              ·  

            	
              Employee
      Handbook: This handbook discloses the general IDCX employment policies. To
      the extent there are any inconsistencies between the Employee Handbook and
      this offer letter, the terms in this offer letter shall govern. Nothing
      herein shall limit IDCX’s ability to change the employee handbook at any
      time in its sole discretion.

            


    

    
      	
              ·  

            	
              Employment
      Eligibility Verification Form (Form 1-9): We are required by the
      Immigration Reform and Control Act of 1986 to have this form completed and
      on file for all Company employees. The I-9 form will be included in your
      new hire packet to be given to you at the start of your employment. Please
      bring the appropriate eligibility documents mentioned in the I-9 with you
      on your start date.

            


    

     

    Your
employment with IDCX will be governed by the company’s policies and procedures
which may change from time to time. By accepting this offer of employment you
are agreeing that you 

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    will
abide by and remain familiar with IDCX’s various policies and procedures that
will be applicable to you.

     

    While we
certainly hope that your employment with IDCX will be long and mutually
rewarding, this offer is not a guarantee of employment for a specific period of
time. You should understand that you are an employee at-will, which means that
either you or IDCX may terminate your employment for any reason, at any time,
with or without notice. Please understand that no supervisor, manager or
representative of IDCX other than the Chief Executive Officer has the authority
to enter into any agreement with you for employment for any specified period of
time or to make any promises or commitments contrary to the forgoing. Further,
any employment agreement entered into by the Chief Executive Officer shall not
be enforceable unless it is in a formal written agreement and signed by you and
one of these designated company representatives. Notwithstanding the above, in
the event you are terminated without cause, you will receive three (3) months’
base pay at your then-current base salary rate, less required withholdings,
provided that you execute a release document in form and substance acceptable to
IDCX in its sole discretion. For this purpose, “cause” shall mean:
(a) your neglect or willful misconduct which is or is reasonably expected to be
injurious to the Company or its customers or vendors; (b) a breach by you of
your obligations owed to the Company pursuant to this offer letter, the
Proprietary Information and Inventions Agreement, the employee handbook or
applicable law; (c) your willful or continuing refusal or failure to
substantially perform your duties or responsibilities for or owed to the
Company; or (d) your conviction of or plea of guilty or no contest by you to a
felony or a crime of moral turpitude. This offer, together with the Proprietary
Information and Inventions Agreement and the Employee Handbook, which are
provided to you together with this letter, constitute the entire understanding,
and contains a complete statement of all the agreements, between you and IDCX
and supersedes all prior and contemporaneous verbal or written agreements,
understandings or communications. The terms of this offer letter and your
employment shall be governed by the laws of the State of Minnesota.

     

    Thank you
for your interest in employment with IDCX. We look forward to hearing from you
soon. Meanwhile, if you have any questions regarding our offer or IDCX more
generally, please contact me.

     

    Very
truly yours

     

    


     

    /s/
Francine Dubois

    Chief
Executive Officer

    


    


    Accepted
and Agreed:

    


    /s/ Tate
Preston

    


    
      
        
          
            
              
                
                  
                    	 
      	 	
                            Date:  2/10/08                                                    

                          


                  

                

              

            

          

        

      

    

    
 

    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    


    Attachment
A

     

    Responsibilities:

     

    
      	
              ·  

            	
              Develop
      and implement a global sales strategy to achieve the company’s revenue and
      profit objectives.

            


    

    
      	
              ·  

            	
              Build
      the global sales force needed to meet company
  objectives

            


    

    
      	
              ·  

            	
              Lead
      the development of long and short term marketing strategies on a global
      basis across all company products. Develop and execute marketing plans
      which will help grow volume, share, and profit. The goal is to build brand
      equity and awareness.

            


    

    
      	
              ·  

            	
              Provide
      tools for the sales force which support the brand and market
      positioning.

            


    

    
      	
              ·  

            	
              Analyze
      market conditions, competitive developments and emerging trends to
      identify future business development
  opportunities.

            


    

    
      	
              ·  

            	
              Prepare
      and report sales volume and revenue forecasts, and trend analysis and
      action plans that support achieving revenue
  goals.

            


    

    
      	
              ·  

            	
              Foster
      business partnerships with key integrators, distributors, agents, and
      professional industry associations.

            


    

    
      	
              ·  

            	
              Significant
      travel anticipated to meet iDcentrix
objectives.

            


    

    
      	
              ·  

            	
              Other
      management duties may be assigned by iDcentrix as and if
      needed

            


    

     

    Incentive
Compensation:

     

    $60,000
paid quarterly as follows:

     

    
      	
              ·  

            	
              Q1-$10K

            


    

    
      	 	
              °  

            	
                  Identify
      detailed project plans in targeted region (LatAm), including likely bid
      timing, current vendors, current key IT/agency
    relationships.

            


    

    
      	 	
              °  

            	
                  Hire
      and train Latin America Sales
Manager

            


    

    
      	 	
              °  

            	
                  Present
      technology to at least 2 government
agencies

            


    

    
      	
              ·  

            	
              Q2,
      Q3, Q4 - $15K each with objectives to be established by the CEO at the
      beginning of each quarter