Termination Agreement for Planned Merger Between Concentrax, Inc. and Pangea Design, Inc.

Summary

Concentrax, Inc. and Pangea Design, Inc. have agreed to terminate their planned merger, originally set to take effect on December 13, 2002, due to an incomplete audit. Both parties formally abandon the merger, with Pangea Design, Inc. waiving any claims to the merger's validity and to any assets of Concentrax, Inc., including intellectual property and contracts. This agreement ensures that Pangea Design, Inc. will not pursue ownership or rights to Concentrax, Inc.'s assets.

EX-2.1 3 doc2.txt Exhibit 2.3 FILED # C1566-01 NOVEMBER 14, 2002 IN THE OFFICE OF DEAN HELLER, SECRETARY OF STATE (NEVADA) CONCENTRAX, INC. Termination of planned merger In accordance with Section 92A.175 of The Nevada Revised Statutes WHEREAS, CONCENTRAX, INC., a Nevada corporation, hereby certifies that the Articles of Merger, filed September 18, 2002 and corrected on November 13, 2002, made by and between Concentrax, Inc. and Pangea Design, Inc., are hereby terminated in accordance with NRS 92A.175. WHEREAS, the corrected Articles of Merger had a delayed effective date of December 13, 2002. WHEREAS, the audit cannot be completed due to unforeseen circumstances, and therefore, the parties wish to abandon the merger. THEREFORE, intending to be legally bound, the parties hereby abandon the merger between their respective entities. Pangea Design, Inc. hereby waives any claim as to the validity of the merger described in such Articles of Merger, waives all claims to the assets of Concentrax, Inc. with such assets including intellectual property, trade secrets, various contracts, etc. Pangea Design, Inc. represents and warrants that it will make no claim to the ownership or other rights to such assets. PANGEA DESIGN, INC. CONCENTRAX, INC. /s/ /s/ By: ______________________________ By: ______________________________ Jeremy Wessels, President Mark Gifford,President