**Exhibit10.10**

**AnalyticalSurveys, Inc.****Incentive and Reward Program (IRP)****For Fiscal 2006 and 2007**

ASI’s ***Incentive and Reward Program******(IRP)*** is designed to providesignificant reward and incentive to executive management. Although many factorswill determine the success of the company, one of the most critical factors isaligning the goals of executive management with the goals of the corporation.ASI’s *I**RP* is designed to motivate superior performance from the keypeople who impact profitability of the company. Ultimately, the program isintended to improve the organization’s earnings and cash flow, and assist inattracting and retaining the best managerial talent.

## **IRPOverview**

The Incentive and RewardProgram is made up of three basic components:

Annual Revenue Goals

Quarterly Revenue and Profitability Goals

Non-participatinginterest in oil and gas investments

### ***Annual Revenue Goal***

Prior to the beginning ofeach new fiscal year, an annual revenue goal will be determined. The first stepin this determination process will be a meeting of executive management toreview proposed opportunities and forecast the market potential for the comingyear. The outcome of this process will be an annualized revenue goal that willthen be presented to ASI’s Board of Directors for review, feedback, andapproval.

### ***Quarterly Revenue and Profitability Goal***

Once the annual revenuegoal has been established, the executive management team will evaluate themakeup of the revenue projections by quarter and forecast quarterly revenue andprofitability goals. These quarterly goals now become the basis for theIncentive and Reward Program. Profitability measures are based upon earningsbefore interest and taxes (EBIT).

### ***Overriding Royalty Interests***

As ASI evolves itsbusiness into the energy sector, it is critical that management focus on oiland gas investments that generate sufficient revenue and profitability tosatisfy the goals of the organization, and also provide upside potential. Assuch, the company will set aside an overriding royalty interest equal to 2% ofthe net revenue interest in each oil and gas interest, which is purchased orotherwise acquired by ASI. This interest will be assigned as an overridingroyalty interest to the primary members of the Executive Management Team

 

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***Incentive Rewards***

 

Incentive Rewards aredollars that are accrued on a quarterly basis with the amount of accrual basedupon the success of the Executive Management team and the company. The CashIncentive Reward funds are divided into the following categories:

·                  *Primary IRP Funds (Members of the Executive Management Team)*– Each participant within this category will be equally qualified fordistribution of Executive Reward dollars. The distribution for this category isapproximately 80% of the Incentive and Reward pool for each quarter.

·                  *Discretionary IRP Funds* – A portion of the Incentive Rewarddollars are reserved for discretionary distribution. The purpose of thediscretionary fund is to award individuals for an outstanding contribution tothe success of the quarter. The discretionary funds may be used as anadditional award to member(s) of the Executive Management Team or as an awardto individual(s) outside of the Management Team that contributed to thequarter. The total discretionary fund is targeted to be approximately 20% ofthe Incentive and Reward pool for each quarter.

### ***Cash Incentive Rewards***

Although the valueof the Incentive and Reward Pool is formula driven, ASI’s Executive ManagementTeam will review quarterly results and recommend the size of the Incentive andReward pool for each quarter. In determining the size of the pool, two majorfactors will be taken into account; the amount of revenue and profitability(earnings before interest and taxes — EBIT) during the quarter as compared tothe goal, and the overall financial condition of the company. Once theExecutive Management Team has determined what they believe is appropriate, therecommendation will be presented to the Board of Directors for review, feedbackand approval.

Cash Incentive Rewardswill be awarded on a quarterly basis. Incentive Rewards are deemed earned uponthe accounting close of the completed quarter and will be paid within ten (10)days following the approval of the Board of Directors.

***Overriding Royalty Interest Incentive Rewards***

The company will assign overriding royalty intereststo the individual participants of the Management Team on a deal by deal basis.The assignments will be executed and filed within ten (10) days following theapproval of the assignment by the Board of Directors.

 

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***Incentive and Reward Program Targets for Fiscal Year 2006***

 

| Total Revenue Goal for Q4 -  FY 2006: |          |   |   | $       | 1,000,000 |   |
|---------------------------------------|---------------|--------|--------|---------|-----------|--------|
|                                  |          |   |   |    |      |
| Fiscal Year 2006                      |          |   |   |    |      |
| Q4-                                   | Jul, Aug, Sep | 2006   |   | Revenue |      | $      | 1,000,000 |   |
|                                  |          | EBIT   |   | $       | -0-       |   |
|                                       |               |        |        |         |           |        |  |  |

 

***Incentive and Reward Program Targets for Fiscal Year 2007***

 

| Total Revenue Goal for - FY  2007 |           |   |   | $       | 3,800,000 |   |
|-----------------------------------|----------------|--------|--------|---------|-----------|--------|
| EBIT Goal for - FY 2007           |           |   |   | $       | 400,000   |   |
|                              |           |   |   |    |      |
| Fiscal Year 2007                  |           |   |   |    |      |
| Q1 -                              | Oct, Nov, Dec  | 2006   |   | Revenue |      | $      | 200,000 |   |
|                              |           | EBIT   |   | $       | (200,000  | )      |
|                              |           |   |   |    |      |
| Q2 -                              | Jan, Feb, Mar, | 2007   |   | Revenue |      | $      | 600,000 |   |
|                              |           | EBIT   |   | $       | -0-       |   |
|                              |           |   |   |    |      |
| Q3 -                              | Apr, May, Jun  | 2007   |   | Revenue |      | $      | 1,200,000 |   |
|                              |           | EBIT   |   | $       | 200,000   |   |
|                              |           |   |   |    |      |
| Q4 -                              | Jul, Aug, Sep  | 2007   |   | Revenue |      | $      | 1,800,000 |   |
|                              |           | EBIT   |   | $       | 400,000   |   |
|                                   |                |        |        |         |           |        |  |  |  |  |  |  |

 

***Incentive andReward Program Formulas***

The basis for therecommendation to the Board of Directors for payout of Incentive rewards is:

## **Cash Incentive Rewards** – ASI cash incentive rewards are based upon 5% of earningsbefore interest and taxes (EBIT).

**OverridingRoyalty Interest Incentive Rewards** – 2% of ASI Energy’s net revenue interest in oil and gasinvestments.  For example, if ASI Energyenters into an investment that has a 10% net revenue interest, 2% of that 10%,or 2/10ths of one percent is available for thenon-participating incentive pool.  The 2%pool is to be distributed between two executive officers; the pool may beincreased by 1% for an additional executive officer.

## ***General Policies***

The goal of the Incentiveand Reward Program is to allow for full management of the business whileproviding an incentive to the people that are responsible for ASI’s success.

The following are the general policies of the program:

 

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·                  Theprogram outlined herein will expire at the end of ASI’s 2008 fiscal year, whichoccurs on September 30, 2008. Prior to that date, Executive Management willreview the plan and evaluate its validity based upon the status of the companyat that time. Based upon that evaluation, a recommendation for an extension ofthe current plan or a modified Reward and Incentive Plan will be submitted tothe Board of Directors for review, feedback and approval.

·                  Theprogram outlined here in no way represents guaranteed bonus or entitlement foranyone. The program and its measures can be changed at any time at the solediscretion of ASI executive management. In the event of program change,payments and assignments that have been previously approved will be “grandfathered”payable in accordance with the original plan.

·                  Underthe Incentive and Reward Program, funds are not considered “earned” until thescheduled payout date. Therefore, any individual who resigns or is terminatedfor cause is due only the funds that have been earned by the date oftermination of employment.

·                  Inthe event of termination of employment, Participant will deliver to employerall hardware, software, memoranda, notes, plans, records, reports, and otherdocuments and information provided to Participant by Employer or created byParticipant in connection with Participant’s employment responsibilities, andall copies of all such documents in any tangible form which Participant maythen possess or have under Participant’s control, and will destroy all of suchinformation in intangible form which is in Participant’s possession or underParticipant’s control.

·                  Eligibleparticipants shall not pay, offer to pay, assign or give any part of his/herIncentive Reward or any other money or consideration to any agent, customer orrepresentative of the customer or any other person as an inducement or rewardfor assistance in making a sale. This provision does not prohibit participantsfrom engaging in normal business entertainment activities withcustomers/prospective customers or their agents or representatives, or givingbusiness gifts of nominal value to customers/prospective customers or theiragents or representatives.

·                  Thisprogram replaces any previously existing ASI programs.

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