EXHIBIT 10.0:  XTOOL ACQUISITION CONTRACT (AMENDED)


                            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 April 3, 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.

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     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 3rd day of April, 2001




____/S/__________________
J. BRIAN MORRISON
Chairman, CEO
Cryocon, Inc.



___/S/____________________
MILES PIERSON
President, XTools, Inc.



__/S/_____________________
PAUL ANTHONY
VP., XTools, Inc.

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