EXHIBIT 10.1


 


AMENDMENT
TO


INDEPENDENT CONTRACTOR AGREEMENT


 


THIS AMENDMENT TO INDEPENDENT CONTRACTOR AGREEMENT
(this “Amendment”) is dated as of April 5, 2005, by and between Dennis
Gauger, an individual resident of the State of Utah (the “Contractor”) and
Cimetrix Incorporated, a Nevada corporation (“Cimetrix”).


 


WHEREAS, the Contractor and Cimetrix entered
into that certain Independent Contractor Agreement, dated as of April 16,
2004 (the “Agreement”).


 


WHEREAS, the Contractor and Cimetrix wish to
amend the terms of the Agreement as contained herein.


 


NOW, THEREFORE, in consideration of the
mutual promises and covenants set forth herein, the parties hereto hereby agree
as follows:


 


1.             Section 1 of the
Agreement is hereby amended and restated to be as follows:


 


“This Agreement shall become effective as of
the date hereof and shall continue thereafter for a period of two (2) years
unless terminated in accordance with the provisions hereof.”


 


2.             Section 2.1 of
the Agreement is hereby amended and restated to be as follows:


 


“During the term hereof, the Contractor
agrees to use his best efforts and devote such time as may be reasonably
necessary to perform the duties to be agreed upon.  Cimetrix and Contractor agree that the
Contractor will provide approximately 500 hours of service during each one year
period of this Agreement, and the consideration to be paid to Contractor
pursuant to this Agreement has been primarily based upon Contractor providing
that number of hours of service.”


 


3.             “Exhibit A” to
the Agreement is hereby amended and restated to be as set forth on the attached
Exhibit A.


 


4.             By executing this Amendment, each of Cimetrix
and Contractor agrees to be bound by all the terms and conditions set forth in
the Agreement, as amended hereby.


 


5.             Except as modified by this Amendment, the
Agreement is ratified and affirmed and shall remain in full force and
effect.  From and after the date of the
Amendment, each and every reference in the Agreement to “this Agreement”, “herein,”
“hereof,” or similar words and phrases referring to the Agreement or any word
of phrase referring to a section or provision of the Agreement is deemed
for all purposes to be a reference to the Agreement as amended pursuant to this
Amendment.


 


6.             This Amendment shall inure to the benefit of,
and be binding upon, the parties and their respective distributes, successors
and assigns.  This Amendment shall be
governed by, and construed and interpreted in accordance with, the laws of the
State of Utah.


 


7.             This Amendment may be executed in any number
of duplicate originals or counterparts, each of which when so executed shall
constitute in the aggregate but one and the same document.  This Amendment may be executed by facsimile
signatures, each of which will be deemed an original.


 





















 


IN WITNESS WHEREOF, the parties have executed this
Amendment as of the date first written above.


 


	
  CIMETRIX:

  
	
   

  
	
  Cimetrix Incorporated

  
	
   

  
	
  By:

  	
  /s/Robert H. Reback

  	
   

  
	
  Name: Robert H. Reback

  
	
  Title: President and Chief Executive
  Officer

  
	
   

  
	
   

  
	
  CONTRACTOR:

  
	
   

  
	
  /s/ Dennis Gauger

  	
   

  
	
  Dennis Gauger

  
				



 


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EXHIBIT A


 


Compensation Schedule


 


	
  $3,000 per month, due as follows: 

  	
  $1,500 paid by the 1st of each
  month

  
	
   

  	
  $1,500 paid by the 16th of each
  month

  



 


For the year ending April 15th, 2005, Cimetrix granted
Contractor 35,000 Options to purchase Cimetrix common shares at a strike price
of $0.35 per share that vested 25% every three months during such year.


 


For the year beginning April 16th, 2005, Cimetrix will
grant to the Contractor 35,000 Options to purchase Cimetrix common shares (which Options shall
vest 25% every three months during such year) at a strike price equal to the
closing price of Cimetrix’s common stock on the bulletin board stock market as
of the date the grant of such Options is formally approved by Cimetrix’s board
of directors.


 


For
the year beginning April 16th, 2005, in the event that Cimetrix
undertakes a public offering, Cimetrix will (i) pay Contractor $75 per
hour for the additional work relating to the public offering performed by
Contractor for such year, and (ii) issue to Contractor additional Options
to purchase 15,000 shares of Cimetrix common stock.


 


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