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 Xxxxxxx
XX., Marketing Petroleum Xxxxxxxx Xxxx
VP., Product Development & Design Xxxx Xxxxxxx
VP., Construction Xxxxx Xxxxxxx
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. XXXXX XXXXXXXX
Chairman, CEO
Cryocon, Inc.
___/S/____________________
MILES XXXXXXX
President, XTools, Inc.
__/S/_____________________
XXXX XXXXXXX
VP., XTools, Inc.
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