Unassociated Document


     

    COMMON
STOCK PURCHASE AGREEMENT

    


    Private
and Confidential

    


    THIS COMMON STOCK PURCHASE AGREEMENT,
(the “Agreement”) made as of the last executed date below (the “Effective
Date”), by and among Mr. Tsoi Tik Man  (the “Buyer”) and Belmont
Partners, LLC a Virginia limited liability company with a principal address of
360 Main Street, Washington Virginia 22747 (“Seller”), and iDcentrix, Inc. a
public vehicle organized in the state of Nevada and traded under the symbol
“IDCX” (the “Company”) (Buyer, Seller and Company each a “Party” and
collectively the “Parties”).

    


    W I T N E
S S E T H:

    


    WHEREAS,
the Company has one hundred million (100,000,000) authorized common stock shares
and no preferred shares authorized;

    


    WHEREAS,
the Company currently 68,176,300 issued and outstanding common stock shares and
the Seller owns a majority of the issued and outstanding capital stock of the
Company; and

    


    WHEREAS,
the Buyer wishes to purchase a control block of stock consisting
of  36,688,800 shares of the Company’s common stock which represents
fifty-three and eighty-one hundredths percent (53.81%) of the capital stock of
the Company (the “Stock”);

    


    NOW, THEREFORE, in consideration of the
mutual promises, covenants, and representations contained herein, and subject to
the terms and conditions hereof, the Parties agree as follows:

    


    1.           Agreement to Purchase and
Sell.  Seller will sell to Buyer and Buyer agrees to purchase
the Stock in exchange for:

    


    a)           Three
hundred thousand U.S. dollars ($300,000.00) (the “Purchase Price”), to be paid
to Seller according to the terms and conditions set forth in Section 3 herein;
and,

    


    b)           Ten
percent (10.00%) of the issued and outstanding common stock of the Company
according to the terms and conditions set forth in Section 3(c) herein (the
“Position”).

    


    2.           Closing.  On
or about five (5) business days from the Effective Date (the “Closing”) the
Parties shall perform,:

    


    a)           At
Closing, the Company shall execute a resolution approving the terms of this
Agreement, attached hereto as Exhibit 3;

    


    b)           Within
ten (10) business days from the Closing, the Company shall deliver to Seller and
Buyer, a resolution of the board of directors of the Company and Irrevocable
Transfer Agent Instructions signed by an authorized officer of the Company to
effectuate performance of Sections 1(b) and 3(c) of this Agreement (attached
hereto as Exhibit 1 and 2) (the “Board Resolution”);

     

    
      Dandong
Longsheng Flower Plantlet Tech. Co. Ltd./IDCX/Stock Purchase Agreement,
Page  of 25

      Buyer:
_____

      Seller:
_____

      Company:
_____

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    c)           Seller
shall deliver to Buyer, to the extent reasonably available to Seller, and after
the full performance of Section 3(a), true and correct copies of the Company’s
business, financial and corporate records including but not limited to:
correspondence files, bank statements, checkbooks, minutes of shareholder and
directors meetings, financial statements, shareholder listings, stock transfer
records, agreements and contracts;

    


    d)           At
Closing, Seller shall deliver a fully executed copy of this Agreement to
Buyer;

    


    e)           At
Closing, Company shall deliver a fully executed copy of this Agreement to Buyer
and Seller;

    


    f)           At
Closing, Buyer shall deliver to Seller a copy of this Agreement executed by
Buyer;

    


    g)           At
Closing, the board of directors of the Company shall execute a resolution
appointing Buyer, or Buyer’s designee, a director and officer of the Company
(the “Appointment”) attached hereto as Exhibit 4.  The officer
appointment shall be immediate and the director appointment shall be effective
on the tenth day following the mailing by the Company of an information
statement that complies with the requirements of Section 14f-1 of the Exchange
Act;

    


    h)           At
Closing, Seller shall deliver to Buyer the Appointment and letters of
resignation from the current directors and officers of the Company;

    


    i)           The
Purchase Price (defined in Section 3(a) herein) shall be released to
Seller;

    


    j)           Seller
shall deliver to Buyer, as soon as practicable after the full performance of
Buyer’s obligations in Sections 2(a) through 2(i) herein, the stock
certificate(s) evidencing the Stock together with valid signed stock power, gold
medallion guaranteed together with all documents necessary to effectuate the
transfer of the shares, including by not limited to a board resolution
demonstrating signature authority if shares are in the name of a legal
entity.

     

    3.           Payment
Terms.

    


    a)           Buyer
shall wire the Purchase Price to Seller on or before the Closing
date.

     

    
      Mr. Tsoi
Tik Man./IDCX/Stock Purchase Agreement, Page  of 25

      Buyer:
_____

      Seller:
_____

      Company:
_____

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    b)           The
Purchase Price shall be made by wire transfer of immediately available funds to
Seller’s account as follows:

    


    Wachovia
Bank, N.A.

    155
Broadview Avenue, Suite 100

    Warrenton,
VA 20186

    


    SWIFT:
PNBPUS33

    ABA:
051400549

    Account:
Belmont Partners, LLC

    Acct
Number:  2000049859375

    


    c)           Stock
Position.

    


    (i)           In
consideration of the benefits provided to the Company hereby, Company shall
issue and deliver to Seller, such fully paid, non-assessable restricted shares
of the Company’s common stock equal to a ten percent (10.00%) post Merger (as
defined in Section 9 herein) ownership interest in the Company (the
“Position”).  The Position shall be based on the capital structure of
the Company post Merger (taking into account any and all shares issued relating
to the Merger, initial contracts, and initial acquisition of any assets), post
reverse stock split (if any), post initial financing (whether that initial
financing be a single round or in multiple tranches over a period of time), and
after any other initial issuance of stock (including issuance to the Company’s
directors and/or officers), provided such subsequent issuances, when viewed as a
whole, are part of the Merger transaction.  Buyer shall take all steps
necessary to fully effectuate the provisions of this Section 3.

    


    (ii)           Certificate(s)
evidencing the Position shall be issued and delivered to the Seller immediately
following the actions anticipated by Section 3(c)(i) herein (the “Actions”), but
in no case later than eleven (11) months following the Effective Date
hereof.  In the event that all Actions have not been completed by the
eleventh month anniversary of this Agreement, Seller shall transfer to Buyer
shares comprising the Position on that date and shall issue additional shares as
necessary following completion of the Actions.

    


    (iii)           The
Parties acknowledge that the Seller is accepting the Position as consideration
for entering into this Agreement and undertaking the risk of taking equity as
consideration as of the effective date of this Agreement, therefore the
effective date of all Shares transferred pursuant to this Section 3 shall be the
Effective Date of this Agreement and shall be memorialized on the face of the
certificates evidencing such shares.

    


    d)           The
Parties acknowledge and agree that the Position shall be newly issued,
restricted common shares of the Company.  Buyer and Company agree to
accept as valid any legal opinion of Seller’s counsel regarding the removal of
restrictions from the Position in a form reasonably acceptable to the
Company.  In the event that, in one year from the date of the
execution of this Agreement, the Position can not be sold in accordance with
Rule 144 of the Securities Act of 1933, the Company agrees to include and
register the shares representing the Position in the event the Company files a
registration statement with the Securities and Exchange
Commission.  In the event that Buyer does not provide for the removal
of restrictions from the shares comprising the Position in accordance with Rule
144 upon Seller’s request (except in the event it is unlawful to do so in the
reasonable opinion of Company’s counsel), or does not recognize any opinion of
Seller’s counsel regarding the removal of such restrictions in a form reasonably
acceptable to the Company, the Company and the Buyer, jointly and severally,
shall pay to Seller liquidated damages in the amount of the bid price per share
as of the one year anniversary of this Agreement (as reported by the national
market on which the shares trade) multiplied by the number of shares in the
Position and upon payment of the liquidated damages to Seller, the Seller shall
transfer the Position to the Company.  The Parties agree that the
liquidated damages hereunder are not a penalty.

     

    
      Mr. Tsoi
Tik Man./IDCX/Stock Purchase Agreement, Page  of 25

      Buyer:
_____

      Seller:
_____

      Company:
_____

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    e)           In
consideration of the benefits provided to the Company hereby, Company and Buyer
agree to be jointly and severally liable for all amounts due
hereunder.

    


    4.           Transfer
Agent.  Until such time as the terms and conditions of Section
3(c) herein are fully performed, Buyer agrees that Pacific Stock Transfer, LLC
(the “Transfer Agent”) shall act as the Company’s sole transfer agency.

    


    5.           Representations and
Warranties of Seller.  Seller hereby represents and warrants,
to Buyer that the statements in the following paragraphs of this Section 5 are
all true and complete as of the date hereof:

    


    a)           Title
to Stock.  Seller is the record and beneficial owner and has sole
managerial and dispositive authority with respect to the Stock and has not
granted any person a proxy that has not expired or been validly
withdrawn.  The sale and delivery of the Stock to Buyer pursuant to
this Agreement will vest in Buyer the legal and valid title to the Stock, free
and clear of all liens, security interests, adverse claims or other encumbrances
of any character whatsoever (“Encumbrances”) (other than Encumbrances created by
Buyer and restrictions on resales of the Stock under applicable securities
laws).

    


    b)           Liabilities
of the Company. The Company has no liability or liabilities that have not been
previously disclosed to Buyer and listed on Schedule A
herein.  Notwithstanding the foregoing, the representation contained
in this Section 11(b) shall terminate 24 months following the Effective
Date.

    


    c)           Full
Power and Authority. Seller represents that it has full power and authority to
enter into this Agreement.

    


    6.           Representations and
Warranties of Buyer.   Buyer hereby represents and
warrants to Seller that the statements in the following paragraphs of this
Section 6 are all true and complete as of the date hereof:

     

    
      Mr. Tsoi
Tik Man./IDCX/Stock Purchase Agreement, Page  of 25

      Buyer:
_____

      Seller:
_____

      Company:
_____

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    a)           Affidavit
of Source of Funds. Prior to any transfer of funds to
Seller,  Buyer shall execute an Affidavit of Source of Funds (attached
hereto as Exhibit 5), which attests that the funds to be transferred are not the
proceeds of nor are intended for or being transferred in the furtherance of any
illegal activity or activity prohibited by federal or state laws. Such activity
may include, but is not limited to: tax evasion; financial misconduct;
environmental crimes; activity involving drugs and other controlled substances;
counterfeiting; espionage; kidnapping; smuggling; copyright infringement; entry
of goods into the United States by means of false statements; terrorism;
terrorist financing or other material support of terrorists or terrorism; arms
dealing; bank fraud; wire fraud; mail fraud; concealment of assets or any effort
by conspiracy or otherwise to defeat, defraud or otherwise evade, any party or
the Court in a bankruptcy proceeding, a receiver, a custodian, a trustee, a
marshal, or any other officer of the court or government or regulatory official;
bribery or any violation of the Foreign Corrupt Practices Act; trading with
enemies of the United States; forgery; or fraud of any kind.  Buyer
further warrants that all transfers of monies will be in accordance with the
Money Laundering Control Act of 1986 as amended.

    


    b)           Exempt
Transaction.  Buyer understands that the offering and sale of the
Stock is intended to be exempt from registration under the Securities Act of
1933, as amended (the “Act”) and exempt from registration or qualification under
any state law.

    


    c)           Full
Power and Authority.  Buyer represents that it has full power and
authority to enter into this Agreement.

    


    d)           
Stock.  The Stock to be purchased by Buyer hereunder will be acquired
for investment for Buyer’s own account, not as a nominee or agent, and not with
a view to the public resale or distribution thereof, and Buyer has no present
intention of selling, granting any participation in, or otherwise distributing
the same.

    


    e)           Information
Concerning the Company.  Buyer has conducted its own due diligence
with respect to the Company and its liabilities and believes it has enough
information upon which to base an investment decision in the Stock.

    


    f)           Investment
Experience.  The Buyer understands that purchase of the Stock involves
substantial risk.  The Buyer:

    


    (i)           has
experience as a purchaser in securities of companies in the development stage
and acknowledges that he can bear the economic risk of Buyer’s investment in the
Stock; and,

    


    (ii)           has
such knowledge and experience in financial, tax, and business matters so as to
enable Buyer to evaluate the merits and risks of an investment in the Stock, to
protect Buyer’s own interests in connection with the investment and to make an
informed investment decision with respect thereto.

     

    
      Mr. Tsoi
Tik Man./IDCX/Stock Purchase Agreement, Page  of 25

      Buyer:
_____

      Seller:
_____

      Company:
_____

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    g)           No
Oral Representations.  No oral or written representations have been
made other than or in addition to those stated in this Agreement. Buyer is not
relying on any oral statements made by Seller, Seller's representatives,
employee’s or affiliates in purchasing the Stock.

    


    h)           Restricted
Securities.  Buyer understands that the Stock is characterized as
“restricted securities” under the Act inasmuch as they were acquired from the
Company in a transaction not involving a public offering.

    


    i)           Opinion
Necessary.  Buyer acknowledges that if any transfer of the Stock is
proposed to be made in reliance upon an exemption under the Act, the Company may
require an opinion of counsel satisfactory to the Company that such transfer may
be made pursuant to an applicable exemption under the Act.  Buyer
acknowledges that a restrictive legend appears on the Stock and must remain on
the Stock until such time as it may be removed under the Act.

    


    j)           Shareholder
Value.  Buyer represents that Buyer intends to implement a business
plan designed to return value to the shareholders of the Company.

    


    k)           Compliance.  Buyer
shall comply with all applicable securities laws, rules and regulations
regarding this Agreement, the Merger and all related transactions, including but
not limited to filing any forms required by the U.S. Securities and Exchange
Commission.

    


    7.           Indemnification.

     

    a)           Indemnification.
Buyer covenants and agrees it
shall indemnify and hold harmless the Seller, its members, officers, directors,
agents, employees, attorneys, accountants, consultants, subsidiaries,
successors, affiliates and assigns (collectively the “Seller Covenantees”) from and against any and all losses,
damages, expenses and liabilities (collectively “Liabilities”) or actions, investigations, inquiries,
arbitrations, claims or other proceedings as a result of or relating to any
breach of any of the representations,
warranties, covenants or agreements made by the Buyer in this Agreement
(collectively “Actions”) (Liabilities and Actions are herein
collectively referred to as “Losses”).  Seller covenants and
agrees it shall indemnify and hold harmless the Buyer, its members,
officers, directors, agents, employees, attorneys, accountants, consultants,
subsidiaries, successors, affiliates and assigns (collectively the “Buyer Covenantees”) from and against any Losses as a
result of or relating to any breach of any of the
representations, warranties, covenants or agreements made by the Seller in this
Agreement. Losses include, but are not limited to all reasonable legal fees,
court costs and other expenses incurred in connection with investigating, preparing, defending, paying,
settling or compromising any suit in law or equity arising out of this Agreement
or for any breach of this Agreement by the indemnifying
party.  Notwithstanding the foregoing, nothing shall prevent Seller or
Buyer from pursuing any remedies available enforce
the Parties’ obligation under the
Agreement.

     

    
      Mr. Tsoi
Tik Man./IDCX/Stock Purchase Agreement, Page  of 25

      Buyer:
_____

      Seller:
_____

      Company:
_____

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    8.           Governing
Law.  This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Virginia, U.S.A. without giving
effect to any other choice or conflict of law provision that would cause the
application of the laws of any other jurisdiction other than the Commonwealth of
Virginia.

    


    9.           Merger and Exchange of
Stock.  Buyer shall, as soon as practicable, effect a merger
(the “Merger”), between the Company, or a wholly owned subsidiary of the
Company, and a target corporation (the “Sub”).  The Company, or its
wholly owned subsidiary, shall be the surviving corporation of the Merger, and
shall continue unimpaired by the Merger.  Upon Merger, the Company
shall succeed to and shall possess all the assets, properties, rights,
privileges, powers, franchises, immunities and purposes, and be subject to all
the debts, liabilities, obligations, restrictions and duties of the
Sub.  A reverse acquisition transaction where the Company becomes the
operating subsidiary of a public company shall be deemed a “Merger” under this
section even if a merger does not occur.

    


    10.           Term /
Survival.  The terms of this Agreement shall be effective as of
the Effective Date, and continue until such time as the payment of the Purchase
Price and all other amounts due hereunder are fully satisfied, however; the
terms, conditions, and obligations of Sections 10, 11, 15, 16, 19, 21 and 22
hereof shall survive the termination of this Agreement.

    


    11.           Successors and
Assigns.  The terms and conditions of this Agreement shall
inure to the benefit of and be binding upon the respective successors and
assigns of the parties, except that Buyer may not assign or transfer any of its
rights or obligations under this Agreement.

    


    12.           Counterparts.  This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
agreement.  A telefaxed
copy of this Agreement shall be deemed an original.

    


    13.           Headings.  The
headings used in this Agreement are for convenience of reference only and shall
not be deemed to limit, characterize or in any way affect the interpretation of
any provision of this Agreement.

    


    14.           Costs, Expenses.
 Each party hereto shall bear its own costs in connection with the
preparation, execution and delivery of this Agreement.

    


    15.           Modifications and
Waivers.  No change, modification or waiver of any provision of
this Agreement shall be valid or binding unless it is in writing, dated
subsequent to the Effective Date of this Agreement, and signed by both the Buyer
and Seller. No waiver of any breach, term, condition or remedy of this Agreement
by any party shall constitute a subsequent waiver of the same or any other
breach, term, condition or remedy.  All remedies, either under this
agreement, by law, or otherwise afforded the Buyer shall be cumulative and not
alternative.

    


    16.           Severability.  If
one or more provisions of this Agreement are held to be unenforceable under
applicable law, such provision(s) shall be excluded from this Agreement and the
balance of the Agreement shall be interpreted as if such provision(s) were so
excluded and shall be enforceable in accordance with its terms.

     

    
      Mr. Tsoi
Tik Man./IDCX/Stock Purchase Agreement, Page  of 25

      Buyer:
_____

      Seller:
_____

      Company:
_____

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    17.           Termination.  Buyer
or Seller may, upon written notice to the other party, terminate this Agreement
upon their own discretion prior to any funds being distributed.  Upon
the distribution of any funds, this termination clause is null and
void.

    


    18.           Entire
Agreement.  This Agreement constitutes the entire agreement and
understanding of the Parties with respect to the subject matter hereof and
supersedes any and all prior negotiations, correspondence, agreements,
understandings duties or obligations between the parties with respect to the
subject matter hereof.

    


    19.           Further
Assurances.  From and after the date of this Agreement, upon
the request of the Buyer or Seller, Buyer and Seller shall execute and deliver
such instruments, documents or other writings as may be reasonably necessary or
desirable to confirm and carry out and to effectuate fully the intent and
purposes of this Agreement.

    


    20.           Notices.  All
notices or other communications required or permitted by this Agreement shall be
in writing and shall be deemed to have been duly received:

    


    a)           if
given by telecopier, when transmitted and the appropriate telephonic
confirmation received if transmitted on a business day and during normal
business hours of the recipient, and otherwise on the next business day
following transmission,

    


    b)           if
given by certified or registered mail, return receipt requested, postage
prepaid, three business days after being deposited in the U.S. mails
and

    


    c)           if
given by courier or other means, when received or personally delivered, and, in
any such case, addressed as indicated herein, or to such other addresses as may
be specified by any such Person to the other Person pursuant to notice given by
such Person in accordance with the provisions of this Section 20.

    


    21.           Insider
Trading.  Seller and Buyer hereby certify that they have not
themselves, nor through any third parties, purchased nor caused to be purchased
in the public marketplace any publicly traded shares of the
Company.  Seller and Buyer further certify they have not communicated
the nature of the transactions contemplated by the Agreement, are not aware of
any disclosure of non public information concerning said transactions, and are
not a party to any insider trading of Company shares.

     

    
      Mr. Tsoi
Tik Man./IDCX/Stock Purchase Agreement, Page  of 25

      Buyer:
_____

      Seller:
_____

      Company:
_____

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    22.           Binding
Arbitration.  In the event of any dispute, claim, question, or
disagreement arising from or relating to this agreement or the breach thereof,
the Parties hereto shall use their best efforts to settle the dispute, claim
question, or disagreement. To this effect, they shall consult and negotiate with
each other in good faith and, recognizing their mutual interests, attempt to
reach a just and equitable solution satisfactory to both parties. If they do not
reach such a solution within a period of sixty (60) days, then, upon notice by
either party to the other, all disputes, claims, questions, or disagreements
shall be settled by arbitration administered by the American Arbitration
Association in accordance with its Commercial Arbitration Rules including the
Optional Rules for Emergency Measures of Protection, and judgment on any award
rendered by the arbitrator(s) may be entered in any court having jurisdiction
thereof.

     

    [Balance
of Page Intentionally Left Blank]

    [Signature
Page Follows]

     

     

     

     

     

     

     

     

    
      Mr. Tsoi
Tik Man./IDCX/Stock Purchase Agreement, Page  of 25

      Buyer:
_____

      Seller:
_____

      Company:
_____

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    In Witness
Whereof, the Parties hereto have executed this Agreement as of the last
date written below.

     

    
      
        	SELLER   	 	BUYER	 
	 	 	 	 
	BELMONT
      PARTNERS, LLC 	 	TSOI
      TIK MAN	 
	 	 	 	 	 	 
	 	  	 	 	  	 
	By:	
                Joseph Meuse, Managing
      Member  

              	 	By:	
                Tsoi Tik
    Man

              	 
	Date:  	
                 
      

              	 	Date:  	  	 


      

    

    
       

      
        
          	COMPANY	 	 	 
	 	 	 	 
	IDCENTRIX,
      INC.	 	 	 
	 	 	 	 	 	 
	 	  	 	 	
                	 
	By:	
                  Joseph Meuse,
      Director

                	 	 	
                	 
	Date: 	
                	 	 	
                	 


        

      

       

       

       

      
        Mr. Tsoi
Tik Man./IDCX/Stock Purchase Agreement, Page  of 25

        Buyer:
_____

        Seller:
_____

        Company:
_____

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    EXHIBIT
1

    UNANIMOUS
WRITTEN CONSENT

    OF
THE BOARD OF DIRECTORS

    IN
LIEU OF A SPECIAL MEETING

    


    In lieu
of a Special Meeting of the Board of Directors of iDcentrix, Inc. a corporation
organized in the State of Nevada (the "Company"), the
undersigned, being all of the Directors of the Company, take the following
actions by unanimous written consent; said actions to have the same force and
effect as if adopted at a meeting of the Board of Directors duly called and
held:

    


    WHEREAS, the Company has
determined that it is in the best interests of the Company to enter into an
agreement with Belmont Partners, LLC (“Belmont”) dated __________, 2010 (the
“Agreement”) requiring the Company to provide Belmont a ten percent (10.00%)
common stock shares position in the Company (the “Position”).  The
Position shall be based on the capital structure of the Company after merger
with a target corporation (taking into account any and all shares issued
relating to the merger, initial contracts, and initial acquisition of any
assets), post reverse stock split (if any), post initial financing (whether that
initial financing be a single round or in multiple tranches over a period of
time), and after any other initial issuance of stock (including issuance to the
Company’s directors and/or officers, provided such subsequent issuances, when
viewed as a whole, are part of the Merger transaction (collectively the
“Merger”);

    


    WHEREAS, the Company has
entered into the Agreement with Belmont;

    


    WHEREAS, the Company has
received full and adequate consideration from Belmont for the
Position;

    


    WHEREAS, it is in the best
interests of the Company to issue such shares of the Company’s common stock to
Belmont as necessary to provide Belmont the Position according to the terms of
the Agreement;

    


    WHEREAS, all shares
transferred to Belmont hereby shall be deemed to have a valuation of par
value;

    


    NOW,
THEREFORE, IT IS HEREBY RESOLVED AS FOLLOWS:

     

    
      	
               
      

            	
              (a)

            	
              it
      is in the best interests of the Company to undertake the transactions
      contemplated hereby; and

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      transactions are hereby approved, ratified and confirmed;
    and

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      Company will issue shares of the Company’s common stock to Belmont
      necessary to provide Belmont the Position according to the terms of the
      Agreement; and

            


    

     

    
      	
               
      

            	
              (d)

            	
              any
      transfer agent acting for or on behalf of the Company or a Surviving
      Company (a “Transfer Agent”) shall be entitled to rely upon these
      resolutions to execute the issuance of the Position as aforesaid;
      and

            


    

     

    
      	
               
      

            	
              (e)

            	
              certificate(s)
      evidencing the Position shall be issued and delivered to Belmont Partners,
      LLC immediately following the actions anticipated by the Merger, but in no
      case later than the eleventh (11th)
      month anniversary of the Effective Date of the Stock Purchase
      Agreement.  In the event that all actions contemplated by the
      Merger have not been completed by the eleventh month anniversary of the
      Effective Date of the Stock Purchase Agreement, Belmont Partners, LLC
      shall be issued shares comprising the Position on that date and shall be
      issued additional shares as necessary following any reverse stock split,
      share issuances relating to the merger and initial contracts, initial
      acquisition of any assets, initial financing, and after any other initial
      issuance of stock, provided such subsequent issuances, when viewed as a
      whole, are part of the Merger transaction;
and

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (f)

            	
              the
      effective date of all shares transferred pursuant to this Board Resolution
      shall be the Effective Date of the Stock Purchase Agreement and shall be
      memorialized on the face of the certificates evidencing such
      shares.  Company shall accept as valid any legal opinion of
      Belmont Partners, LLC’s counsel regarding the removal of restrictions from
      all shares hereby issued in a form reasonably acceptable to the Company,
      and any transfer agent acting on behalf of the Company shall be entitled
      to rely upon these resolutions to remove such restrictions from such
      shares; and

            


    

     

    
      	
               
      

            	
              (g)

            	
              the
      Company agrees to indemnify and hold harmless the Transfer Agent from and
      against any and all claims, liabilities, losses, damages and expenses,
      including fees and expenses of counsel, accountants and other advisors
      (collectively, “Losses”), related thereto or arising out of or in
      connection therewith the issuance of the Position;
  and

            


    

     

    
      	
               
      

            	
              (h)

            	
              the
      Company gives the Transfer Agent authorization to deliver said shares as
      specified herein to Belmont Partners, LLC at 360 Main Street, Washington,
      Virginia 22747 via Federal Express or Hand Delivery;
  and

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      value of all shares hereby transferred shall be par
  value.

            


    

     

    Each
Director, by signing this Unanimous Written Consent of the Board of Directors in
Lieu of a Special Meeting, waives notice of the time, place and purpose of a
special Board of Directors’ meeting and agrees to the transaction of the
business set forth in this unanimous written consent in lieu of such
meeting.

    


    IN WITNESS WHEREOF, we have
each signed this Unanimous Written Consent of the Board of Directors in Lieu of
a Special Meeting, which may be signed in one or more counterparts, each of
which, when taken together, shall constitute one and the same instrument,
effective as of the date executed below.

     

    
      
        	 	 	 	 
	 	 	 	,
      Director


      

       

    

    
      
        	STATE OF	 
      	COUNTY
      OF 	  	 


      
On this
the ____ day of _____________, 2010, _________________ personally appeared and
is known by me or has satisfactorily proven to be the person whose name is
subscribed within this instrument and acknowledged that he executed the same for
the purposes therein contained. In witness whereof I hereunto set my hand and
official seal.

    
      
        


        
          
            	   	 	 	 	 


          

          
            	Notary Public, Reg # 	 
      	,
      My Commission Expires:	  	 


          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
2

    IRREVOCABLE
TRANSFER AGENT INSTRUCTIONS

    


    


    TO:           Pacific
Stock Transfer

    4045 South Spencer Street, Suite 403,
Las Vegas, NV 89919

    


    Re:           
iDcentrix, Inc.

    


    Ladies
and Gentlemen:

    


    Reference
is made to that certain Common Stock Purchase Agreement between iDcentrix, Inc.
(the “Company”), Belmont Partners, LLC (“Belmont”) and Mr. Tsoi Tik Man(the
“Buyer”), dated _________ __, 2010 pursuant to which the Company shall issue to
Belmont a number of shares of the common stock of the Company equal to ten
percent (10.00%) of the Company capital stock (the “Position”).  This
letter shall serve as the Company’s irrevocable authorization and direction to
Pacific Stock Transfer, and to any subsequent Transfer Agent of the Company,
(collectively the “Transfer Agent”) to issue shares of the common stock of the
Company to Belmont as set forth below, and no subsequent direction, order,
resolution or other order or request of the Company shall be effective to
rescind, modify, nullify, or otherwise cancel these instructions, the attached
resolutions, or the shares issued hereby.

     

    Specifically,
the Transfer Agent is hereby instructed to issue ten percent (10.00%) of the
Company’s capital to Belmont based on the capital structure of the Company
after  merger  with a target corporation (taking into
account any and all shares issued relating to the merger, initial contracts, and
initial acquisition of any assets), post reverse stock split (if any), post
initial financing (whether that initial financing be a single round or in
multiple tranches over a period of time), and after any other initial issuance
of stock (including issuance to the Company’s directors and/or officers,
provided such subsequent issuances, when viewed as a whole, are part of the
Merger transaction (collectively, the “Actions”).

    


    The
Transfer Agent shall deliver certificate(s) evidencing the shares in the
Position to Belmont Partners, LLC, at the address indicated below immediately
following the Actions, but in no case later than the eleventh month anniversary
of the Effective Date of the Stock Purchase Agreement.  In the event
that all Actions have not been completed by the Effective Date of the Stock
Purchase Agreement, the Transfer Agent shall transfer to Belmont certificate(s)
evidencing the shares comprising the Position on the eleventh month anniversary
of the Effective Date of the Stock Purchase Agreement, and shall further issue
additional shares to Belmont as necessary following completion of the
Actions.

    


    The
shares comprising the Position shall be newly issued restricted common shares of
the Company, and the Effective date of all shares in the Position shall be the
Effective Date of the Stock Purchase Agreement regardless of the date on which
the certificate(s) evidencing such shares are issued, and such effective date
shall be evidenced on the face of such certificate(s).

     

    The
Company hereby confirms to the Transfer Agent and Belmont that the shares
comprising the Position shall not be subject to any stop-transfer restrictions
and shall otherwise be freely transferable on the books and records of the
Company, and that if the shares comprising the Position are not registered for
sale under the Securities Act of 1933, as amended, then the certificates
evidencing such shares shall bear the requisite restrictive
legend.  The Transfer Agent is hereby instructed to accept as valid
any opinion of Belmont’s counsel regarding removal of any restriction from the
shares comprising the Position in a form reasonably acceptable to the Company,
and upon receipt of such opinion of counsel the Transfer Agent shall promptly
remove such legend.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    The
Company hereby represents, acknowledges and agrees that: (i) Belmont has relied
upon the representations and covenants made by the Company hereunder as a
material inducement to Belmont entering into the Common Stock Purchase
Agreement; (ii) that without such representations and covenants Belmont would
not enter into the Common Stock Purchase Agreement; (iii) in the event of any
breach or threatened breach of any provision hereof, Belmont would be
irreparably damaged and damages at law would be an inadequate remedy if these
Irrevocable Transfer Agent Instructions were not specifically
enforced.  Therefore, in the event of a breach or threatened breach of
the representations and covenants hereunder, or a breach or threatened breach of
the Transfer Agent’s duties and obligations herein defined, Belmont shall be
entitled in addition to all other rights and remedies, to an injunction
restraining such breach, without being required to show any actual damages or to
post any bond or other security, and/or to a decree of specific performance of
the provisions of these Irrevocable Transfer Agent Instructions.

     

    Delivery
of the certificate(s) evidencing the Position shall be delivered to Belmont by
Federal Express to Belmont Partners, LLC, 360 Main Street, Washington, Virginia
22747, or to such other address as specified in writing by Belmont.

     

    IN WITNESS WHEREOF, the
Parties have caused this agreement and letter of Irrevocable Transfer Agent
Instructions to be duly executed and delivered as of the date first written
above.

    
      
         

         

        
          
            	IDCENTRIX,
      INC.	 	 	BELMONT
      PARTNERS, LLC	 
	 	 	 	 	 
	 
      	 	 	  	 


          

          
            	 	, Director	 	 	Joseph Meuse, Director	 


          

        

         

        
          
            
              
                	PACIFIC
      STOCK TRANSFER	 	 	 	 
	 	 	 	 	 
	 	 	 	
                      	 
	 
                                                
      ,	 	 	
                      	 
	Date:  	 	 	 	
                      	 


              

            

             

          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
3

    UNANIMOUS
WRITTEN CONSENT

    OF
THE BOARD OF DIRECTORS

    IN
LIEU OF A SPECIAL MEETING

    


    In lieu
of a Special Meeting of the Board of Directors of iDcentrix, Inc., a corporation
organized in the State of Nevada (the "Company"), the
undersigned, being all of the Directors of the Company, take the following
actions by unanimous written consent; said actions to have the same force and
effect as if adopted at a meeting of the Board of Directors duly called and
held:

    


    WHEREAS, the Company has
determined that it is in the best interests of the Company to enter into a
Common Stock Purchase Agreement by and among Mr. Tsoi Tik Man, Belmont Partners,
LLC (“Belmont”) and the Company (the “Stock Purchase Agreement”), which
contemplates, among other things, the transfer of approximately 53.81% of the
Company’s capital stock from Belmont to Mr. Tsoi Tik Man.

    


    NOW,
THEREFORE, IT IS HEREBY RESOLVED AS FOLLOWS:

     

    
      	
               
      

            	
              (j)

            	
              it
      is in the best interests of the Company to enter into the Stock Purchase
      Agreement and undertake the transactions contemplated therein;
      and,

            


    

     

    
      	
               
      

            	
              (k)

            	
              the
      transactions are hereby approved, ratified and confirmed;
    and,

            


    

     

    
      	
               
      

            	
              (l)

            	
              any
      transfer agent acting for or on behalf of the Company or a Surviving
      Company (a “Transfer Agent”) shall be entitled to rely upon these
      resolutions to execute the issuance of the shares as aforesaid;
      and,

            


    

     

    
      	
               
      

            	
              (m)

            	
              the
      effective date of all Shares transferred pursuant to this Board Resolution
      shall be the Effective Date of the Stock Purchase Agreement and shall be
      memorialized on the face of the certificates evidencing such shares;
      and,

            


    

     

    
      	
               
      

            	
              (n)

            	
              the
      Company agrees to indemnify and hold harmless the Transfer Agent from and
      against any and all claims, liabilities, losses, damages and expenses,
      including fees and expenses of counsel, accountants and other advisors
      (collectively, “Losses”), related thereto or arising out of or in
      connection therewith the issuance of shares;
  and,

            


    

     

    
      	
               
      

            	
              (o)

            	
              the
      value of all shares hereby transferred shall be par
  value.

            


    

     

    Each
Director, by signing this Unanimous Written Consent of the Board of Directors in
Lieu of a Special Meeting, waives notice of the time, place and purpose of a
special Board of Directors’ meeting and agrees to the transactions of the
business set forth in this unanimous written consent in lieu of such
meeting.

    


    IN WITNESS WHEREOF, we have
each signed this Unanimous Written Consent of the Board of Directors in Lieu of
a Special Meeting, which may be signed in one or more counterparts, each of
which, when taken together, shall constitute one and the same instrument,
effective as of the date executed below.

     

    
      
        
          	 	 	 	 
	 	 	Joseph Meuse, Director	 


        

        
          	 	 	Date:
      	 	 


        

         

      

      
        	STATE OF	 
      	COUNTY
      OF 	  	 


      

    

    On this
the ____ day of _____________, 2010, Joseph Meuse personally appeared and is
known by me or has satisfactorily proven to be the person whose name is
subscribed within this instrument and acknowledged that he executed the same for
the purposes therein contained. In witness whereof I hereunto set my hand and
official seal.

    
      
        


        
          
            	   	 	 	 	 


          

          
            	Notary Public, Reg # 	 
      	,
      My Commission Expires:	  	 


          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
4

    UNANIMOUS
WRITTEN CONSENT

    OF
THE BOARD OF DIRECTORS

    IN
LIEU OF A SPECIAL MEETING

    


    In lieu
of a Special Meeting of the Board of Directors of iDcentrix, Inc., a corporation
organized in the State of Nevada (the "Company"), the
undersigned, being all of the Directors of the Company, take the following
actions by unanimous written consent; said actions to have the same force and
effect as if adopted at a meeting of the Board of Directors duly called and
held:

    


    WHEREAS, the Board wishes to
appoint _________________ as the Director and President of the
Company.

    


    NOW,
THEREFORE, IT IS HEREBY RESOLVED AS FOLLOWS:

     

    
      	
               
      

            	
              (a)

            	
              it
      is in the best interests of the Company to undertake the transactions
      contemplated hereby; and,

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      transactions are hereby approved, ratified and confirmed;
    and,

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      Company appoints _________________ as the Director, President and
      Secretary of the Company.

            


    

     

    
      	
               
      

            	
              (d)

            	
              The
      appointment as President shall be immediate and the director appointment
      as a director shall be effective on the tenth day following the mailing by
      the Company of an information statement that complies with the
      requirements of Section 14f-1 of the Exchange
  Act;

            


    

     

    Each
Director, by signing this Unanimous Written Consent of the Board of Directors in
Lieu of a Special Meeting, waives notice of the time, place and purpose of a
special Board of Directors’ meeting and agrees to the transaction of the
business set forth in this unanimous written consent in lieu of such
meeting.

    


    IN WITNESS WHEREOF, we have
each signed this Unanimous Written Consent of the Board of Directors in Lieu of
a Special Meeting, which may be signed in one or more counterparts, each of
which, when taken together, shall constitute one and the same instrument,
effective as of the date executed below.

     

    
      
        
          
            	 	 	 	 
	 	 	Joseph Meuse, Director	 


          

          
            	 	 	Date:
      	 	 


          

           

        

        
          	STATE OF	 
      	COUNTY
      OF 	  	 


        

      

    

    On this
the ____ day of _____________, 2010, Joseph Meuse personally appeared and is
known by me or has satisfactorily proven to be the person whose name is
subscribed within this instrument and acknowledged that he executed the same for
the purposes therein contained. In witness whereof I hereunto set my hand and
official seal.

    
      
        


        
          
            	   	 	 	 	 


          

          
            	Notary Public, Reg # 	 
      	,
      My Commission Expires:	  	 


          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
5

    AFFIDAVIT
OF SOURCE OF FUNDS

    


    


    Fax
form to: 540-675-3369

    


    


    The
undersigned, _________________ (“Transferor”), who being first duly sworn upon
oath, deposes and states as follows:

    


    1.
Transferor hereby swears, warrants and affirms under pain and penalty of perjury
that the information in the following Affidavit of Source of Funds is true and
accurate, and all funds referenced herein are free of all claims, debts, liens
or contingent liabilities immediately prior to any transfer by Transferor to the
accounts of Belmont Partners, LLC, its agents or assigns (collectively
“Belmont”).

    


    2.
Transferor does not contemplate filing for relief under the provision of any
applicable Bankruptcy Code, nor is Transferor involved in any situation that
Transferor reasonably anticipates would cause Transferor to file for relief
under any Chapter of any applicable Bankruptcy Code in the future. Transferor
further sears, warrants and affirms that any funds which Transferor may transfer
to the accounts of Belmont are not the proceeds of nor are intended for or being
transferred in the furtherance of any concealment of assets or any effort by
conspiracy or otherwise to defeat, defraud or otherwise evade, any party or the
Court in any bankruptcy proceeding, a receiver, a custodian, a trustee, a
marshal, or any other officer of the Court or government or regulatory official
of any kind.

    


    3.
Transferor is not transferring assets in an attempt to defeat the collection of
any U.S. government obligation(s), U.S. government-backed obligation(s), or any
state, local, or national government (be it foreign or domestic) obligation(s)
and Transferor is aware that doing so may be a crime.

    


    4.  Transferor
hereby swears, warrants, and affirms that any funds which Transferor may
transfer to the accounts of Belmont are not the proceeds of nor are they
intended for or being transferred in the furtherance of any illegal activity or
activity prohibited by federal, state, local or foreign laws. Such activity may
include, but is not limited to: securities fraud or other financial misconduct
of any kind; tax evasion; environmental crimes; activity involving drugs or
other controlled substances; counterfeiting; espionage; kidnapping; piracy;
smuggling; copyright infringement; entry of goods into the United States by
means of false statements; terrorism; terrorist financing or other material
support of terrorists or terrorism; arms dealing; bank fraud; wire fraud; mail
fraud; bribery or any violation of the Foreign Corrupt Practices Act; theft;
embezzlement; misappropriation of public funds; violations of export or import
controls of the United States or any other nation; any crime of violence;
computer fraud and abuse; trading with enemies of the United States; forgery; or
fraud of any kind. Transferor further warrants that all transfers of funds will
be in accordance with the Money Laundering Control Act of 1986, as amended; the
Bank Secrecy Act of 1970, as amended; the International Money Laundering
Abatement and Anti-Terrorist Financing Act of 2001, as amended; and all other
applicable federal, state, local and foreign laws, rules and
regulations.

    


    5.  Transferor
understands that Belmont acts in compliance with various laws and regulations
intended to detect and report unlawful financial transactions relating, but not
limited, to money laundering and terrorist financing. Transferor understands
that Belmont may disclose personal financial information relating to customers
and transactions to appropriate law enforcement agencies without providing
notice to the individual or object of any such investigation.

    


    6. This
Affidavit applies to the Deposit of ____________ ($________) which will be
transferred by Transferor to accounts of Belmont by (please check one) □wire
transfer or □check; and this Affidavit applies to the Balance of the Purchase
Price which will be transferred by Transferor to the accounts of Belmont by
(please check one)
□wire transfer or □check.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    I HEREBY
SWEAR, WARRANT AND AFFIRM, UNDER PAIN AND PENALTY OF PERJURY THAT THE FOREGOING
STATEMENTS ARE TRUE AND CORRECT.

    


    
      
        	 	 	 	 	 
	   	 	 	 	 
	
                Signature

              	 	 	
              	 
	 	 	 	 	 
	  	 	 	 	 
	
                Print
      Name

              	 	 	 	 


      

    

    
      
        
        

         

         

         

        
          	STATE OF	 
      	COUNTY
      OF 	  	 


        

      

    

    On this
the ____ day of _____________, 2010, _________________ personally appeared and
is known by me or has satisfactorily proven to be the person whose name is
subscribed within this instrument and acknowledged that he executed the same for
the purposes therein contained. In witness whereof I hereunto set my hand and
official seal.

    
      


      
        
          	   	 	 	 	 


        

        
          	Notary Public, Reg # 	 
      	,
      My Commission Expires: