EXHIBIT NO. 10.01: XTOOL ACQUISITION 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.
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 budg