Exhibit
10.10


Analytical
Surveys, Inc.

Incentive and Reward Program (IRP)

For Fiscal 2006 and 2007


ASI’s Incentive and Reward Program (IRP) is designed to provide
significant reward and incentive to executive management. Although many factors
will determine the success of the company, one of the most critical factors is
aligning the goals of executive management with the goals of the corporation.
ASI’s IRP is designed to motivate superior performance from the key
people who impact profitability of the company. Ultimately, the program is
intended to improve the organization’s earnings and cash flow, and assist in
attracting and retaining the best managerial talent.


IRP
Overview


The Incentive and Reward
Program is made up of three basic components:


Annual Revenue Goals


Quarterly Revenue and Profitability Goals


Non-participating
interest in oil and gas investments


Annual Revenue Goal


Prior to the beginning of
each new fiscal year, an annual revenue goal will be determined. The first step
in this determination process will be a meeting of executive management to
review proposed opportunities and forecast the market potential for the coming
year. The outcome of this process will be an annualized revenue goal that will
then be presented to ASI’s Board of Directors for review, feedback, and
approval.


Quarterly Revenue and Profitability Goal


Once the annual revenue
goal has been established, the executive management team will evaluate the
makeup of the revenue projections by quarter and forecast quarterly revenue and
profitability goals. These quarterly goals now become the basis for the
Incentive and Reward Program. Profitability measures are based upon earnings
before interest and taxes (EBIT).


Overriding Royalty Interests


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


 



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Incentive Rewards


 


Incentive Rewards are
dollars that are accrued on a quarterly basis with the amount of accrual based
upon the success of the Executive Management team and the company. The Cash
Incentive 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 for
distribution of Executive Reward dollars. The distribution for this category is
approximately 80% of the Incentive and Reward pool for each quarter.


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


Cash Incentive Rewards


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


Cash Incentive Rewards
will be awarded on a quarterly basis. Incentive Rewards are deemed earned upon
the 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 interests
to 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 the
approval 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 and
Reward Program Formulas


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


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


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


General Policies


The goal of the Incentive
and Reward Program is to allow for full management of the business while
providing 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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·                  The
program outlined herein will expire at the end of ASI’s 2008 fiscal year, which
occurs on September 30, 2008. Prior to that date, Executive Management will
review the plan and evaluate its validity based upon the status of the company
at that time. Based upon that evaluation, a recommendation for an extension of
the current plan or a modified Reward and Incentive Plan will be submitted to
the Board of Directors for review, feedback and approval.


·                  The
program outlined here in no way represents guaranteed bonus or entitlement for
anyone. The program and its measures can be changed at any time at the sole
discretion 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.


·                  Under
the Incentive and Reward Program, funds are not considered “earned” until the
scheduled payout date. Therefore, any individual who resigns or is terminated
for cause is due only the funds that have been earned by the date of
termination of employment.


·                  In
the event of termination of employment, Participant will deliver to employer
all hardware, software, memoranda, notes, plans, records, reports, and other
documents and information provided to Participant by Employer or created by
Participant in connection with Participant’s employment responsibilities, and
all copies of all such documents in any tangible form which Participant may
then possess or have under Participant’s control, and will destroy all of such
information in intangible form which is in Participant’s possession or under
Participant’s control.


·                  Eligible
participants shall not pay, offer to pay, assign or give any part of his/her
Incentive Reward or any other money or consideration to any agent, customer or
representative of the customer or any other person as an inducement or reward
for assistance in making a sale. This provision does not prohibit participants
from engaging in normal business entertainment activities with
customers/prospective customers or their agents or representatives, or giving
business gifts of nominal value to customers/prospective customers or their
agents or representatives.


·                  This
program replaces any previously existing ASI programs.



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