EXHIBIT NO. 10.01: XTOOL ACQUISITION CONTRACT
CONTRACT
This contract sets forth the principal terms and conditions with respect to the
purchase of XTOOL, INC. ("XTool"), a Utah Corporation, by CRYOCON, INC.
("Cryocon"), a Colorado Corporation. This contract represents a binding
Agreement between the parties.
1. Acquisition - Effective March 30, 2001, Cryocon hereby acquires
XTool as a wholly owned subsidiary (Division) of Cryocon through
an exchange of stock between Cryocon and the shareholders of
XTool. XTool shareholders will surrender all of the issued and
outstanding stock, and XTool agrees to retire the remaining
unissued stock in exchange for 250,000 shares of Cryocon's common
shares. It is understood by XTool that the shares issued will be
144 restricted shares and subject to trading restrictions as
provided for in The Securities and Exchange Act of 1933.
2. Capitalization - Cryocon will commit a minimum of $250,000 of
capital contribution to the new XTool Division, said financing to
be commenced between April 10th and April 16th, 2001.
3. Officers of XTool - The Officers of XTool will be as follows:
-----------------
President of XTool Miles Pierson
VP., Marketing Petroleum Herschel Hill
VP., Product Development & Design Paul Anthony
VP., Construction Doyle Talbert
4. Operations - The XTool Division will have support under the
Cryocon corporate umbrella for accounting, marketing, human
resources, public relations, corporate legal , research and
development, physical facilities and other support as appropriate
and necessary.
5. Stock Options - It addition to other compensation, each officer of
XTool will receive stock options in the amount of 100,000 shares.
The options will vest 50,000 shares on the anniversary of this
Agreement for two years. The Exercise price shall be as follows:
for the first vesting, the exercise price shall be $1.50 per
share. For the second and final vesting the exercise price shall
be set at 80% of the average stock price for the month of December
preceding the date of vesting. Formal Option Agreements shall be
provided each officer at a later date.
6. Compensation of XTool Executives/Employees - XTool executives and
employees will be paid salaries according to an approved budget
plus a bonus of 4% of the net XTool Division profits for net
profits generated between $0 to THREE MILLION DOLLARS
($3,000,000.00). 6% of the net XTool Division profits will be paid
for all cumulative net profits earned if the total net profits of
the XTool Division exceeds THREE MILLION DOLLARS ($3,000,000.00).
Bonuses will be paid annually less appropriate withholdings for
taxes.
7. Employment Agreements - XTool's executive officers and employees
shall enter into an Employment and Confidentiality and Invention
Assignment Agreement with Cryocon upon terms and conditions as may
be agreed to by and between the parties.
8. Authority to Bind Parties - Each signatory hereby represents that
they have the authority to bind their respective entities and/or
have received the consent of any Board or party necessary to bind
their respective entities.
Dated this 30th day of March, 2001
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____________/S/________________________
J. BRIAN MORRISON
Chairman, CEO
Cryocon, Inc.
___________/S/_________________________
MILES PIERSON
President, XTools, Inc.
__________/S/___________________________
PAUL ANTHONY
VP., XTools, Inc.
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