Performance Earn-out Agreement

EXHIBIT 10.10


PERFORMANCE EARN-OUT AGREEMENT


THIS PERFORMANCE EARN-OUT AGREEMENT, made effective on February 12, 2002, by and between:


CONCENTRAX, INC., a Nevada corporation having its executive office at 817 Oak Glen, Houston, Texas 77076 (hereinafter referred to as "COMPANY")


AND


PJC ASSOCIATES, having its principal place of business at 1025 Old Country Road, #300B, Westbury, New York 11590 (hereinafter "PJC").


WITNESSETH THAT:


WHEREAS, PJC has expert knowledge and experience in the area of identifying and making presentations to brokerage firms, individual brokers, investors, Investment Bankers, public companies and can advise and prepare Research Reports as well as provide general PR for the company


WHEREAS, PJC is being issued shares of the Common Stock of COMPANY for providing such services to COMPANY;


WHEREAS, the number of shares being issued has been based upon projected ongoing market support which projections and calculations have been accepted by COMPANY and PJC as reasonable;


WHEREAS, COMPANY and PJC desire to protect investors and other stockholders of COMPANY from excessive dilution in the event that such projections and calculation are determined, by actual events, to be (or to have been ) erroneous;


WHEREAS, the parties have agreed upon a procedure of the escrowing of a portion of the shares with ESCROW AGENT with shares to be released from escrow upon achievement by COMPANY of specified volumes of activity;


NOW, THEREFORE, intending to be legally bound, and in consideration for the issuance by COMPANY of the shares to PJC in consideration of its contributions, the parties agree as follows:


1. COMPANY shall issue to PJC, and PJC accepts as full compensation
for its contributions, 500,000 shares of Common Stock of COMPANY,
subject nevertheless to the terms and conditions of this
Agreement.


2. COMPANY and PJC hereby appoint and designate Andrea Cataneo, Esq.,
with offices at 81 Meadowbrook Road, Randolph, NJ 07869 as "ESCROW
AGENT" hereunder for the purpose set forth herein and ESCROW AGENT
accepts such appointment.


1


3. COMPANY shall immediately issue a certificate for 400,000 shares
to PJC (or 4 certificates for 100,000 shares each) for services
already rendered, and shall deliver 1 certificates for 100,000
shares, with an issuance date of February 12, 2002, to the ESCROW
AGENT.


4. (a) The COMPANY and PJC authorize ESCROW AGENT to act pursuant to
the terms of this Agreement. In the event of the disability,
death, inability to act or resignation of ESCROW AGENT, PJC and
the COMPANY shall select a bank, trust company or other
appropriate person to act as substitute escrow agent hereunder.
In such event, COMPANY shall be liable for any service fees and
costs notwithstanding Paragraph 8(a) below.


(b) The term "ESCROW AGENT" as used herein is used merely for
convenience as PJC recognizes and agrees that the ESCROW AGENT is
acting as agent for the COMPANY for the protection of investors
and PJCs.


(c) The COMPANY and PJC hereby agree to deposit the 100,000
shares (hereinafter "SHARES") with the ESCROW AGENT.


(d) ESCROW AGENT shall hold and dispose of the SHARES in
accordance with the terms and provisions of this Agreement.


(e) ESCROW AGENT shall keep and preserve the SHARES pending
delivery to PJC or the return of the SHARES to the COMPANY as
provided below or until tender into court as provided in Paragraph
6 below.


(f) Upon delivery and/or return of all of the SHARES as provided
in Paragraph 4 above, all obligations between PJC and the COMPANY
on the one hand, and ESCROW AGENT on the other, shall cease.


5. The 400,000 shares being issued and delivered to PJC shall be
deemed vested and fully-owned by PJC and such shares shall not be
subject to r ...