INDEPENDENT CONTRACTOR AGREEMENT

Exhibit 10.20

                        INDEPENDENT CONTRACTOR AGREEMENT

     This Agreement is entered into as of the 1st day of June, 2004, between

Telemetrix, Inc. ("the Company") and Richard L. West ("the Contractor").

1.   Independent Contractor. Subject to the terms and conditions of this

Agreement, the Company hereby engages the Contractor as an independent

contractor to perform the services set forth herein, and the Contractor hereby

accepts such engagement.

2.   Duties, Term, and Compensation. The Contractor's duties, term of

engagement, compensation and provisions for payment thereof shall be as set

forth in the terms previously provided to the Company by the Contractor,

attached as Exhibit A, and which are hereby incorporated by reference.

3.   Confidentiality. The Contractor acknowledges that during the engagement

he will have access to and become acquainted with various trade secrets,

information, and records owned or licensed by the Company and/or used by the

Company in connection with the operation of its business including, without

limitation, the Company's business and product processes, methods, customer

lists, accounts and procedures. The Contractor agrees that he will not disclose

any of the aforesaid, directly or indirectly, or use any of them in any manner,

either during the term of this Agreement or at any time thereafter, except as

required in the course of this engagement with the Company. All files, records,

documents, information, letters, notes, and similar items relating to the

business of the Company, whether prepared by the Contractor or otherwise coming

into his possession, shall remain the exclusive property of the Company. The

Contractor shall not retain any copies of the foregoing without the Company's

prior written permission. Upon the expiration or earlier termination of this

Agreement, or whenever requested by the Company, the Contractor shall

immediately deliver to the Company all such files, records, documents,

specifications, information, and other items in his possession or under his

control. The Contractor further agrees that he will not disclose his retention

as an independent contractor or the terms of this Agreement to any person

without the prior written consent of the Company and shall at all times preserve

the confidential nature of his relationship to the Company and of the services

hereunder.

4.   Conflicts of Interest; Non-hire Provision. The Contractor represents

that he is free to enter into this Agreement, and that this engagement does not

violate the terms of any agreement between the Contractor and any third party.

During the term of this agreement, the Contractor shall devote as much of his

productive time, energy and abilities to the performance of his duties hereunder

as is necessary to perform the required duties in a timely and productive

manner. The Contractor is expressly free to perform services for other parties

while performing services for the Company. For a period of six months following

any termination, the Contractor shall not, directly or indirectly hire, solicit,

or encourage to leave the Company's employment, any employee, consultant, or

contractor of the Company or hire any such employee, consultant, or contractor

who has left the Company's employment or contractual engagement within one year

of such employment or engagement.

5.   Termination. If the Contractor is convicted of any crime or offense,

fails or refuses to comply with the written policies or reasonable directive of

the Company, is guilty of serious misconduct in connection with performance

hereunder, or materially breaches provisions of this Agreement, the Company at

any time may terminate the engagement of the Contractor immediately and without

prior written notice to the Contractor.

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