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.

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