EXHIBIT 99.1
CONSULTING SERVICES CONTRACT
WITH C. XXXXX XXXXXXX
This consulting services agreement ("Consulting Agreement") is made as of
this 1st day of October, 2001, by and between the undersigned C. Xxxxx Xxxxxxx
("Consultant"), with an office located at 000 Xxxx Xxxxxx Xxxxxxx Xxxx, Xxxxx
0x, Xxxxx, XX 00000, and Cryocon, Inc., 2250 North 0000 Xxxx Xxxxx, Xxxx,
(referred to herein as the "Company"), with Consultant and Company collectively
sometimes herein referred to as the "Parties". The Parties hereto, for ten (10)
dollars and other good and valuable consideration the receipt and sufficiency of
which is hereby acknowledged, hereby agree as follows:
WHEREAS, the Company is a fully reporting company whose securities are
traded on the Over-the-Counter Bulletin Board under the ticker symbol "CRYQ";
and
WHEREAS, C. Xxxxx Xxxxxxx is in the business of consulting with private and
public companies regarding issues of business development, management
reorganization, spin-offs, and merger and acquisition strategies;
WHEREAS, the Company wishes to retain the Consultant on a non- exclusive
basis; and
IT IS, THEREFORE agreed that:
1. Services. The Company shall retain the Consultant to general corporate
consulting services which may include, but not be limited to: assistance in the
preparation and organization of corporate due diligence material, assistance in
the review and evaluation of potential merger candidates, assistance in
negotiating the terms of a merger or reorganization, assistance in evaluating
and analyzing the Company's specific industry and its competitors, and
assistance concerning strategic planning regarding business matters and
financial forecasts and projections. C. Xxxxx Xxxxxxx shall agree to make
available qualified personnel for the foregoing purposes and devote such
business time and attention thereto as it shall determine is required.
The Company understands that any and all suggestions, opinions or advice
given to the Company by C. Xxxxx Xxxxxxx are advisory only and the ultimate
responsibility, liability and decision regarding any action(s) taken or
decisions made lies solely with the Company and not with C. Xxxxx Xxxxxxx.
2. Term. The term of this Consulting Agreement shall be from the date hereof
until the end of the fiscal year 2001 (the "Term").
3. Compensation. As compensation for entering into this Consulting Agreement and
for services rendered over the Term, the Consultant shall be granted six hundred
thousand (600,000) shares of the Company's common stock, no par value. The
stock, pursuant to the consent of the Company's Board of Directors, shall be
granted in the name of C. Xxxxx Xxxxxxx. The Company hereby agrees to register
the shares of common stock on a Form S-8 registration statement and the Company
shall obtain the requisite opinion letter from its corporate counsel as to the
legality of such registration.
4. Arbitration. The parties hereby agree that any and all claims (except only
for requests for injunctive or other equitable relief) whether existing now, in
the past or in the future as to which the parties or any affiliates may be
adverse parties, and whether arising out of this Consulting Agreement or from
any other cause, will be resolved by arbitration before the American Arbitration
Association within the State of Colorado. The parties hereby irrevocably consent
to the jurisdiction of the American Arbitration Association and the situs of the
arbitration (and of any action for injunctive or other equitable relief) within
the State of Colorado. Any award in arbitration may be entered in any domestic
or foreign court having jurisdiction over the enforcement of such awards. The
law applicable to the arbitration and this Consulting Agreement shall be that of
the State of Colorado, determined without regard to its provisions, which would
otherwise apply to a question of conflict of laws.
5. Miscellaneous.
5.1 Assignment. This Agreement is not transferable or assignable.
5.2 Execution and Delivery of Agreement. Each of the parties shall be entitled
to rely on delivery by fax transmission of an executed copy of this agreement by
the other party, and acceptance of such fax copies shall create a valid and
binding agreement between the parties.
5.3 Titles. The titles of the sections and subsections of this agreement are for
the convenience of reference only and are not to be considered in construing
this agreement.
5.4 Severability. The invalidity or unenforceability of any particular provision
of this agreement shall not affect or limit the validity or enforceability of
the remaining provisions of this agreement.
5.5 Entire Agreement. This agreement constitutes the entire agreement and
understanding between the parties with respect to the subject matters herein and
supersedes and replaces any prior agreements and understandings, whether oral or
written, between them with respect to such matters.
5.6 Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall be an original, but all of which together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
the date first above mentioned.
October 1, 2001
Cryocon, Inc.
By: /s/ Xxxxxx Xxxxxx
--------------------------------
Xxxxxx Xxxxxx
AGREED AND ACCEPTED
By: /s/ C. Xxxxx Xxxxxxx
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C. Xxxxx Xxxxxxx
000 Xxxx Xxxxxx Xxxxxxx Xxxx, Xxxxx 0x
Xxxxx, XX 00000
