EXHIBIT NO. 4.10:  STOCK PURCHASE AGREEMENT WITH MILLENNIUM CAPITAL PARTNERS,
LLC.

                         COMMON STOCK PURCHASE AGREEMENT


         THIS COMMON STOCK  PURCHASE  AGREEMENT (the  "Agreement")  made as of ,
2001, by and between Cryocon,  Inc. ("Issuer") and New Millennium Capital Group,
L.L.C. (the "Buyer").

1.       SALE AND PURCHASE OF COMMON STOCK.

         1.1  Option  to  Buy.  Subject  to the  terms  and  conditions  of this
Agreement,  Issuer  hereby  irrevocably  grants  Buyer an option  ("Option")  to
purchase the number of freely tradeable,  registered and unrestricted  shares of
common stock  ("Shares") of the Issuer set forth on Exhibit 1.1 annexed  hereto.
The Option may be exercised once or any number of times up to the full number of
Shares at any time during the Option  Period as set forth on Exhibit 1.1 annexed
hereto. Shares may be purchased in accordance with the Exercise Formula provided
in Section 1.2

         1.2 Purchase Price. Upon Issuer's receipt of an Exercise Notice (in the
form of Exhibit 1.2.1 annexed hereto),  Issuer will sell and Buyer will purchase
the number of Shares in the Exercise  Notice.  The Purchase Price for the Shares
shall be calculated in accordance with the Exercise Formula set forth on Exhibit
1.1.

         Contemporaneously  with Issuer's  execution of this  Agreement,  Issuer
will  deposit in escrow  with the  Escrow  Agent the Shares to be held in Escrow
pursuant to the terms and conditions of the Escrow Agreement, a copy of which is
annexed  hereto as  Exhibit  1.2.2.  The  certificates  for the  Shares  will be
delivered to the Escrow Agent.  Each  certificate will be accompanied by a stock
power duly endorsed in blank and medallion  guaranteed  or  accompanied  by duly
executed instruments of transfer along with corporate  resolutions of the Issuer
satisfactory  to the transfer agent of the Issuer,  authorizing the signatory of
the stock  power to sign such  stock  power on  behalf  of the  Issuer.  Written
evidence of the transfer agent's satisfaction likewise will be contemporaneously
deposited in escrow in accordance  with this Agreement and the Escrow  Agreement
("TA's Written Satisfaction").

         The Escrow Agent will retain possession of the Shares during the Option
Period pending  receipt of a copy of the Exercise  Notice and the Purchase Price
paid by wire  transfer.  Upon  receipt of the  Exercise  Notice and the Purchase
Price by wire transfer,  Escrow Agent will deliver to Buyer the number of Shares
specified in the Exercise  Notice and will wire transfer the net Purchase  Price
to Issuer  within 24 hours  thereafter.  At such  time,  no  further  actions or
contributions  shall be  necessary  to  consummate  Buyer's  purchase of Shares.
Escrow  Agent's wire transfer  instructions  are annexed hereto as Exhibit 1.2.3
and Issuer's wire transfer instructions are annexed hereto as Exhibit 1.2.4.


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<PAGE>

         Upon the  earlier of the  expiration  of the  Option  Period or Buyer's
purchase  of all of the  Shares,  the Escrow  Agent  will  deliver to Issuer all
remaining unexercised,  if any, Shares and this Agreement and Escrow Agent shall
terminate without any further obligation or liability to any party hereto or the
Escrow Agent.

2.       REPRESENTATIONS AND WARRANTIES OF ISSUER.

         2.1  Issuer represents and warrants to Buyer as follows:

             2.1.1  Reporting  Company.  Issuer  is  subject  to  the  reporting
requirements of the Securities  Exchange Act of 1934 (the "`34 Act"). The Shares
are registered  under the Securities Act of 1933, as amended (the "33 Act"), are
freely  tradeable  without any  restrictions and upon Buyer's purchase of any or
all of the  Shares,  the Shares  are freely  tradeable  without  restriction  or
condition.

             2.1.2  Authorized  Shares.  The  Shares  constitute  a part  of the
authorized common stock of Issuer and will upon purchase by Buyer be part of the
issued and  outstanding  common stock of the Issuer.  The Issuer,  pursuant to a
resolution  of its board of  directors,  a  certified  copy of which is  annexed
hereto as Exhibit 2.1.2 has authorized  Issuer's  consummation of this Agreement
and all other documents and agreements contemplated hereby.

             2.1.3 Ownership. Upon Buyer's purchase of any or all of the Shares,
Buyer will own the Shares free and clear of any liens, claims or encumbrances of
any kind or nature. The Shares will be fully paid for and non-assessable.

             2.1.4. Issue Authority. Issuer has the authority to enter into this
Agreement and consummate the transactions contemplated hereby in accordance with
all applicable  federal,  state and local laws, rules and regulations  including
the 33 Act and 34 Act.

3.       REPRESENTATIONS AND WARRANTIES OF BUYER.

         3.1  Buyer hereby represents and warrants to Issuer as follows:

             3.1.1 Authority of Buyer. The Buyer, if a corporation, partnership,
trust,  or  any  other  entity  than  a  natural  person,  represents  that  its
consummation  of this  Agreement  does  not  contravene  its  charter  or  other
organizational  documents or the laws of the  country,  state or province of its
incorporation,  formation or organization or of any other relevant jurisdiction.
The Buyer  also  represents  that it has the  necessary  authorizations  to that
effect.

             3.1.2  Investment  Experience.  The  Buyer has such  knowledge  and
experience  in financial  and business  matters that it is capable of evaluating
the merits and risks of the  prospective  investment  in the  Shares,  which are
substantial  and has in fact  evaluated  such  merits  and risks in  making  its
decision  to invest in the  Shares.  The Buyer,  by virtue of its  business  and
financial expertise,  has the capacity to protect its own interest in connection
with this transaction,  or has consulted with tax, financial,  legal or business
advisors as to the appropriateness of the investment.

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<PAGE>

             3.1.3    Accredited Investor.  Buyer is an accredited investor.
                      -------------------

             3.1.4  Authority  of  Signatory.  The  Buyer  has  full  power  and
authority to execute and deliver this Agreement and each other document included
herein as an exhibit to this Agreement for which signature is required,  and the
person executing this Agreement on behalf of the individual, partnership, trust,
estate,  corporation  or  other  entity  executing  this  Agreement  is  a  duly
authorized signatory.

             3.1.5 Private Transaction.  At no time was the Buyer presented with
or solicited by any leaflet, public promotional meeting, circular,  newspaper or
magazine article, radio or television advertisement or any other form of general
advertising.

4.       APPLICABLE LAW AND JURISDICTION.

         4.1 This  Agreement  shall be governed by and  construed in  accordance
with the laws of the  State of  Florida,  without  regard  to  conflicts  of law
principles.

         4.2 In the event of any dispute, controversy,  claim or difference that
should  arise  between the parties out of or relating to or in  connection  with
this Agreement or the breach thereof,  the parties shall endeavor to settle such
conflicts  amicably among  themselves.  Should they fail to do so, the matter in
dispute shall be settled by arbitration in Sarasota, Florida, in accordance with
the rules of the American Arbitration Association.  Any award or judgment of the
arbitrators  shall be final and binding on the parties and shall be  enforceable
in any court of competent jurisdiction.  All reasonable attorneys' fees incurred
by the prevailing party in the resolution of any dispute, controversy,  claim or
difference hereunder shall be borne by the losing party.

         4.3 This Agreement may be executed in several  counterparts  (including
by means of  telecopied  signature  pages),  each of which  shall be  deemed  an
original but all of which shall constitute one and the same instrument.

5.       NOTICES.

         All  communications  between the parties under the  Agreement  shall be
sent, if to the Seller, to:


         330 S. Pineapple Avenue, Suite 201
         Sarasota, FL 34236
         Attn:  Mark E. Gray
         Phone: (941) 366-5160
         Fax:   (941) 953-2965

         with a copy to:    Icard, Merrill, Cullis, Timm, Furen & Ginsburg, P.A.
         (which shall not   2033 Main Street, Suite 600
         constitute notice) Sarasota, FL  34237
                            Attn:  Bruce P. Chapnick, Esq.
                            Phone: (941) 366-8100
                            Fax:   (941) 366-6384

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<PAGE>

and  to  the address  indicated  on the  signature page hereto, if to Issuer. No
change  of  address shall  be valid unless it  is communicated in writing to the
other party with at least five (5) business days notice.

                  {remainder of page intentionally left blank}



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                              ISSUER SIGNATURE PAGE

         IN WITNESS WHEREOF,  the undersigned  Issuer does represent and certify
under penalty of perjury that the foregoing  statements are true and correct and
that by the following  signature(s)  executed this  Agreement on the date marked
below.



Issuer: Cryocon, Inc.

           /s/
----------------------------------
Signature

Lyndell Parks
----------------------------------
Name Typed or Printed

2250 North 1500 West
Ogden, Utah 84401

801-395-2796
----------------------------------
Telephone

801-399-4000
----------------------------------
Facsimile


----------------------------------
Tax ID # or Social Security #


Dated:


                  with a copy to:
                                    --------------------------------------------
                  (which shall not
                                    --------------------------------------------
                  constitute notice)
                                    --------------------------------------------

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<PAGE>


BUYER USE ONLY:

         This Common  Stock  Purchase  Agreement  is agreed to and accepted - in
full - as of February 16, 2001.


                                     Buyer:

                                     NEW MILLENNIUM CAPITAL GROUP,
                                     L.L.C.




                                     By:_______/s/___________________
                                     Mark E. Gray, Managing Director



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<PAGE>



                                   EXHIBIT 1.1

1.       Number of Shares of Issuer to be Deposited in Escrow:  One Million Five
         Hundred Thousand.

2.       OPTION  PERIOD:
         12:00 a.m. on February 23, 2001, to 11:59 p.m. on May 31, 2001

3.       EXERCISE FORMULA:
         Purchase Price equals:

         A.  Number of Shares to be purchase pursuant to the Exercise Notice

         B.  Times

         C.  The Product of:

             (i)  The closing price of the  Issuer's  common  stock on the first
                  business day preceding the date of the Exercise Notice; and,

             (ii) Eighty Percent (80%)







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                                  EXHIBIT 1.2.3

                                 ESCROW AGENT'S
                                WIRE INSTRUCTIONS






                           WIRE TRANSFER INSTRUCTIONS

INCOMING WIRES:

WIRE TO:





DEPOSIT TO THE ACCOUNT OF:

                                                     ACCOUNT

PHONE ADVISE PLEASE.





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<PAGE>



                                  EXHIBIT 1.2.4

                                    ISSUER'S
                                WIRE INSTRUCTIONS






                           WIRE TRANSFER INSTRUCTIONS

INCOMING WIRES:

WIRE TO:





DEPOSIT TO THE ACCOUNT OF:

                                                     ACCOUNT

PHONE ADVISE PLEASE.



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<PAGE>



                                  EXHIBIT 1.2.2

                                ESCROW AGREEMENT


         This Escrow  Agreement  ("Escrow  Agreement") made as of ------------ ,
2001, by  and  among Delaware  Escrow  Company ("Escrow Agent"),  New Millennium
Capital  Group,  L.L.C.,  (the  "Buyer"),  and  the  undersigned  as "Issuer".

1.       INTRODUCTION.

         Contemporaneously herewith, Buyer and Issuer have entered into a Common
Stock Purchase  Agreement ("CSPA") wherein Issuer has granted Buyer the right to
purchase the number of shares of Issuer's  common stock  ("Shares") set forth on
Exhibit 1.1 annexed hereto,  which CSPA is incorporated herein by reference.  In
accordance  with the CSPA,  Issuer  has  delivered  the  Shares to Escrow  Agent
together  with a stock  power  duly  endorsed  and any other  required  executed
instruments  of  transfer  along  with  corporate   resolutions  of  the  Issuer
satisfactory to the Issuer's  transfer  agent,  authorizing the signatory of the
stock power to sign such stock  power on behalf of the Issuer.  Issuer will also
deliver to the Escrow  Agent the TA's written  satisfaction.  The Shares will be
held in escrow pending Buyers'  exercise of its option to purchase any or all of
the Shares  during the Option  Period by Buyer  delivering  to Issuer and Escrow
Agent Buyer's  Exercise Notice and wiring the purchase price to the Escrow Agent
for the  number  of Shares  being  purchased  in  accordance  with the  Exercise
Formula.  Pursuant  to the CSPA,  Issuer has  delivered  the  Shares,  which are
registered  and freely  tradeable,  for  administration  in accordance  with the
Escrow Agreement and the CSPA.  Capitalized terms note otherwise defined in this
Escrow Agreement shall have the meaning ascribed to them in the CSPA.

2.       APPOINTMENT AND ACCEPTANCE, COMPENSATION AND DELIVERY OF
         INITIAL PAYMENT.

         2.1  Appointment  and  Acceptance.  Issuer and Buyer hereby appoint the
Escrow  Agent as Escrow  Agent  under this  Escrow  Agreement  and Escrow  Agent
accepts the appointment.

         2.2  Compensation.  The  Escrow  Agent  shall  be  compensated  for its
services  and shall be  reimbursed  for any and all expenses of the Escrow Agent
under this Agreement which shall be paid equally by Buyer and Issuer.

         2.3 Delivery of Shares. On Issuer's execution of the CSPA, Issuer shall
deposit the Shares with the Escrow Agent in  accordance  with the CSPA,  and the
Shares shall be held by the Escrow Agent for the benefit of the Buyer and Issuer
as provided in this Escrow  Agreement  and the CSPA.  By its  execution  of this
Escrow Agreement,  the Escrow Agent acknowledges receipt of the Shares described
in Paragraph 1 above.

3.       CONDITIONS OF ESCROW.

         3.1  Retention of Shares.  Until Escrow Agent has received from Buyer a
copy of the  Exercise  Notice  and the  purchase  price for the number of shares
being  purchased  pursuant to the CSPA and this Escrow  Agreement,  Escrow Agent
shall  retain  possession  and  control  of the  Shares  except as  provided  in
Paragraph 5 below. All cash dividends and cash  distributions made on account of
the Shares will be paid to Issuer until the Shares have been delivered either to
the Transfer Agent for Buyer's  benefit or the Issuer if Buyer fails to purchase
any or all of the Shares.  Any share dividends or other stock  distributions  on
account of the Shares  prior to the  expiration  of the Option  Period  shall be
retained and held by Escrow Agent as part of the Shares.

         3.2  Disbursement.  The Escrow Agent will hold the Shares in accordance
with and until the occurrence of the earliest of the following:

                  a. The Escrow Agent shall have  received  the Exercise  Notice
and Purchase Price of the Shares being purchased by wire transfer from Buyer, at
which time, the Escrow Agent, as soon as administratively  possible will release
and deliver the Shares to Buyer at the address specified below and wire transfer
the  Purchase  Price net after  expenses to Issuer in  accordance  with the wire
instructions of Issuer annexed to the CSPA; or

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<PAGE>

                  b. The  Escrow  Agent  shall not have  received  the  Exercise
Notice and the Purchase  Price for all of the Shares by wire transfer from Buyer
on or before the  expiration of the Option Period.  In such event,  Escrow Agent
shall  deliver  the  remaining  or all of the  Shares or, as the case may be, to
Issuer,  at the address  designated by Issuer specified on the execution page of
the Escrow Agreement.

         On the release and  delivery of the Shares  and/or the  Purchase  Price
because of the occurrence of any of the events  described in this Paragraph 3.2,
the Escrow Agent shall release and deliver any other  securities  and funds held
by Escrow  Agent,  if any,  to the  appropriate  party in  accordance  with this
Agreement.

4.       SUCCESSOR ESCROW AGENTS.

         The Escrow Agent, or any successor Escrow Agent, may at any time resign
by giving notice in writing to the Issuer and Buyer and shall be discharged from
its  duties  under  this  Escrow  Agreement  on the  first  to  occur of (a) the
appointment of a successor  Escrow Agent as provided in this Paragraph 4, or (b)
the expiration of five (5) business days after the notice is given. In the event
of any  resignation,  a successor  Escrow Agent shall be appointed by Issuer and
consented to by Buyer.  The successor  Escrow Agent shall be selected from among
those state or national banks  possessing trust powers whose principal office is
located in Sarasota, Florida. Any successor Escrow Agent shall deliver to Issuer
and  Buyer  a  written  instrument  accepting   appointment  under  this  Escrow
Agreement,  and  thereupon it shall  succeed to all the rights and duties of the
Escrow Agent  hereunder  and shall be entitled to receive the Shares held by the
predecessor Escrow Agent.

5.       RIGHTS, PRIVILEGES, IMMUNITIES AND LIABILITIES OF THE ESCROW AGENT.

         The  following  shall  govern the rights,  privileges,  immunities  and
liabilities of the Escrow Agent:

         5.1 Not a Party to Other Agreements. With respect to the subject matter
hereof,  the Escrow Agent is not a party to, and is not bound by, any agreements
involving Issuer or the Buyer except this Escrow Agreement.

         5.2  Depository  Function.  The Escrow  Agent shall act as a depository
only  and is  not  responsible  or  liable  in any  manner  whatsoever  for  the
sufficiency,  correctness,  genuineness,  or  validity  of  the  Shares  or  any
documents executed and delivered in connection therewith, or any part thereof or
for the form or  execution  thereof,  or for the  identity or  authority  of any
person executing, endorsing or depositing the same.

         5.3 Indemnification.  In the event the Escrow Agent becomes involved in
litigation in connection  with this Escrow  Agreement,  the Shares,  CSPA or any
matter related hereto,  Issuer and the Buyer shall  indemnify,  defend,  pay and
save the Escrow Agent harmless from any and all loss, cost, damage, expense, and
attorneys'  fees  suffered or incurred by the Escrow Agent as a result  thereof.
For purposes of this Escrow  Agreement,  attorneys' fees are defined to include,
but not limited to, the fees of paralegals  working under the  supervision of an
attorney  and all fees and costs  incurred  in all  matters  of  collection  and
enforcement,  construction and  interpretation,  before,  during and after suit,
trial,  proceedings and appeals,  as well as,  appearances in and connected with
any bankruptcy proceedings or creditors' reorganization or similar proceedings.

         5.4 Acting on Notices. The Escrow Agent shall be protected in acting on
any  written   notice,   request,   waiver,   consent,   certificate,   receipt,
authorization,  power of attorney,  or other paper or document  which the Escrow
Agent in good faith believes to be genuine and what it purports to be.

         5.5 Standard of Care. The Escrow Agent shall not be liable for anything
which it may do or refrain from doing in  connection  herewith  provided that it
acts in good faith.

         5.6 Consultation with Counsel.  The Escrow Agent may consult with legal
counsel in the event of any dispute or question as to the construction of any of
the provisions of this Escrow  Agreement or its duties  hereunder,  and it shall
incur no liability and shall be fully protected in acting in accordance with the
opinion and  instructions  of such  counsel,  the cost of which shall be paid by
Seller.

         5.7  Disagreements.  In the  event of any  disagreement  involving  the
Seller  and the Buyer  resulting  in  adverse  claims or  demands  being made in

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<PAGE>

connection  with the Shares,  or in the event the Escrow  Agent,  in good faith,
shall be in doubt as to what action it should take  hereunder,  the Escrow Agent
may,  at  its  option,   interplead   the  Shares  into  a  court  of  competent
jurisdiction,  refuse to comply  with any  claims or demands on it, or refuse to
take any other action hereunder,  so long as such disagreement continues or such
doubt exists,  and in such event, the Escrow Agent shall not be or become liable
in any way or to any person for its failure or refusal to act.  The Escrow Agent
shall be entitled to continue so to refrain  from acting until (a) the rights of
all interested parties shall have been fully and finally  adjudicated by a court
of competent  jurisdiction,  or (b) all differences shall have been adjusted and
all doubt  resolved by agreement  among all of the interested  parties,  and the
Escrow  Agent  shall have been  notified  thereof in writing  signed by all such
parties.  The rights of the Escrow Agent under this  Paragraph are cumulative of
all other rights which it may have by law or otherwise.

         5.8 Approved  Investments.  If Escrow Agent is delivered any investable
funds,  subject to the  provisions  hereof,  the Escrow Agent is  authorized  to
invest  in  any  type  of  time  account,  certificate  of  deposit,  repurchase
obligation  collateralized  by  government  securities,  or any  other  interest
bearing  certificate or account,  selected at the sole  discretion of the Escrow
Agent.  The  Escrow  Agent  is  authorized  to  redeem  or  terminate  any  such
certificates  or  accounts,  if  required  to deliver  such funds in  accordance
herewith,  and to  forfeit  any  interest  as a  result  of such  redemption  or
termination.

         5.9 Discharge of Obligation.  The Escrow Agent, having delivered all of
the Shares pursuant to the terms of this Escrow  Agreement,  shall be discharged
from any further liability or obligation hereunder.

6.       MISCELLANEOUS.

         6.1  Notices.  Any and all  notices  permitted  or required to be given
under the terms of this Escrow  Agreement  shall be in writing and may be served
by mail, postage prepaid, return receipt requested,  and addressed to the person
or entity to be notified at the appropriate  address  specified on the signature
page  hereof,  or by  delivering  the  same  to such  person  or  entity,  or by
facsimile, prepaid telegram, cablegram, or radiogram, addressed to the person or
entity to be notified at said address. Any notice given in any authorized manner
shall be effective only if and when actually received.  Addresses may be changed
by notice given in the manner provided in this Paragraph.

         6.2 Effect of Escrow Agreement.  This Escrow Agreement shall be binding
on, inure to the benefit of and be  enforceable by and against the Escrow Agent,
Buyer  and  Seller  and  their   respective   heirs,   beneficiaries,   personal
representatives, successors and assigns.

         6.3 Captions. The Paragraph headings contained in this Escrow Agreement
are for  reference  purposes only and shall not affect in any way the meaning or
interpretation of this Escrow Agreement.

         6.4 Choice of Law. This Escrow  Agreement is performable in whole or in
part in the  State  of  Florida  and  shall  be  interpreted  and  construed  in
accordance with and shall be governed by the laws of the State of Florida.

         6.5  Counterparts.  This Escrow  Agreement  may be executed in multiple
counterparts  (including by means of telecopied  signature pages), each of which
shall be deemed an original but all of which together  shall  constitute one and
the same instrument.

         6.6 Effective Date of Escrow Agreement.  This Escrow Agreement shall be
deemed effective for all purposes as of the date first above written.

         6.7.  Severability.  Any term or  provision of this  Agreement  that is
invalid or  unenforceable  in any  situation  or in any  jurisdiction  shall not
affect the validity or  enforceability  of the  remaining  terms and  provisions
hereof or the validity or  enforceability  of the offending term or provision in
any other situations or in any other jurisdiction.



                  {remainder of page intentionally left blank}

                                       58
<PAGE>

         This Escrow  Agreement is executed and  delivered by Issuer,  Buyer and
the Escrow Agent on the dates specified below.

                                             BUYER:

                                             NEW MILLENNIUM CAPITAL GROUP,L.L.C.

Executed as of                   , 2001
               ------------------

Address:
330 S. Pineapple Avenue
Suite 203
Sarasota, Florida  34236
                                             By:         /s/
                                             ---------------------------------
                                             Mark E. Gray, Managing Director



                                             BUYER:

Executed as of                   , 2001
                -----------------

Address:



                                             ESCROW AGENT:

Executed on                      , 2001
             --------------------





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