**EXHIBIT10.16**

AGREEMENT

 

 

THIS AGREEMENT, dated November 30, 2001, is by and among AetriumIncorporated (“*Aetrium*”) and Keith E. Williams, Karen M. Williams,Bartholomew E. Williams, Marlys A. Williams, Dona M. Williams, JackieCandelier, Bart Gilbert, William J. Evans, John Estridge, Damon L. Coalson, HalPreston and Donna Christenson (individually and collectively, the “*WilliamsMember(s)*”, and Keith E. Williams sometimes the “*WilliamsRepresentative*”).

 

# RECITALS

 

A.           The Williams Members own shares of Aetrium commonstock as scheduled on Exhibit A (the “*Scheduled Shares*”).

 

B.             The Williams Members each wish to sell their ScheduledShares and Aetrium wishes to purchase the Scheduled Shares pursuant to theterms of this Agreement.

 

NOW THEREFORE, in consideration of the premises and the mutual promisesand covenants contained herein, the parties agree as follows:

 

1.               Purchase and Sale of Scheduled Shares. Each Williams Member hereby sells toAetrium the Scheduled Shares set forth in Exhibit A opposite his/her name, andAetrium hereby purchases from the Williams Members the Scheduled Shares for apurchase price per share of $1.275 and a total purchase price of $543,672.75(the “*PurchasePrice*”). Aetrium acknowledges receipt of the certificates scheduledon Exhibit A, duly endorsed.

 

2.               Delivery of Purchase Price. Concurrently with execution of this Agreement, Aetrium has delivered toOppenheimer Wolff and Donnelly LLP, Minneapolis office (the “*Escrow Agent*”)by wire transfer the full amount of the Purchase Price (the “*EscrowedFunds*”), to be held and disbursed in accordance with Section 8hereof.

 

3.               Put Option.  EachWilliams Member hereby grants to Aetrium the option to sell to such WilliamsMember a number of shares of Aetrium common stock equal to the number ofScheduled Shares set forth in Exhibit A opposite his/her name for a per shareprice equal to the per share Purchase Price, which option may be exercised atany time between December 31, 2001 and January 31, 2002, inclusive of suchdates (the “*OptionExercise Period*”), and which option will expire and be of no furtherforce or effect at the end of the Option Exercise Period (individually andcollectively, the “*Put Option(s)*”). Each Put Option may beexercised only as a part of a contemporaneous exercise of all Put Options. ThePut Options will be exercised upon written notice of such exercise by Aetriumto the Williams Representative, whereupon the sale of shares of Aetrium commonstock pursuant to exercise of the Put Options (the “*Option Shares*”) will bedeemed completed. Payment for the Option Shares will be made by disbursement ofthe escrowed funds pursuant to Section 8 hereof.

 

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4.               Issuance of Share Certificates. Promptly upon exercise of the Put Options, Aetrium will cause its stocktransfer agent to issue to each Williams Member a certificate for the number ofOption Shares equal to the number of Scheduled Shares scheduled on Exhibit Aopposite his/her name and deliver such certificate to such Williams Member athis/her address set forth on Exhibit A or in accordance with such other writtendelivery instructions as such Williams Member gives to Aetrium prior tocommencement of the Option Exercise Period.

 

5.               Aetrium Expenses. The Williams Members will be liable for all expensesincurred by Aetrium in connection with this Agreement, including out of pocketcosts for fees and disbursements of counsel and accountants, loss, liability,costs and expenses of the Escrow Agent, and in the event of registration ofOption Shares pursuant to Section 9 hereof, all registration, filing and NASDfees, printing expenses, and other expenses of complying with state securitiesor blue sky laws of any jurisdictions in which the Registrable Securities (asdefined in Subsection 9.1) are to be registered or qualified, and $1,800 forAetrium’s internal costs. In the event Aetrium exercises the Put Options, allincome earned on the Escrowed Funds during escrow will be applied to suchexpenses. The Williams Representative will promptly pay Aetrium for all otherexpenses upon receipt of invoice therefor. Reimbursement to the WilliamsRepresentative by the other Williams Members for such payments is a matter ofseparate agreement among the Williams Members. Aetrium will have no liabilityfor, and the Williams Members will be solely responsible for, their own costsand expenses, including fees and disbursements of their counsel andaccountants, and, in the event of registration of Option Shares, each Holder(as defined in Subsection 9.2 hereof) will be solely responsible for discountsand commissions, fees and disbursements of counsel and accountants for theHolder and any other expenses incurred by the Holder in connection withregistration of the Registrable Securities or the disposition of RegistrableSecurities pursuant thereto.

 

6.               Aetrium Disclosures.

 

a.               A number of risks and uncertainties exist which couldimpact the Aetrium’s future operating results. These risks and uncertaintiesinclude, but are not limited to, general economic conditions, competition, theAetrium’s success in developing new products and technologies, marketacceptance of new products, risks and unanticipated costs associated withintegrating or restructuring acquired or existing operations, and other factors,including those set forth in the Aetrium’s SEC filings, including its AnnualReport on Form 10-K for the year ended December 31, 2000 and its QuarterlyReport on Form 10-Q for the quarter ended September 30, 2001.

 

b.              Aetrium is considering implementing an expensereduction program in December 2001 that would include a significant workforcereduction as well as other expense reduction measures. The workforce reductionwould include all areas of operations and all levels of personnel, but would beimplemented primarily in Aetrium’s North St. Paul facility. Although Aetriummanagement believes this action is necessary and appropriate, if implemented itwill decrease Aetrium’s 

 

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capabilities inproduction, sales and engineering and accordingly may have a negative impact onAetrium’s future financial performance.

 

7.               Williams Members Representations. Each Williams Member hereby represents and warrants as follows:

 

a.               He/she is transferring to Aetrium full and sole right,title and interest in and to the Scheduled Shares set forth in Exhibit Aopposite his/her name, free and clear of all liens, encumbrances and thirdparty rights.

 

b.              He/shehas received and reviewed Aetrium’s 2000 Annual Report, its Annual Report on Form 10-K for the yearended December 31, 2000, its Proxy Statement for its Annual Meeting held on May22, 2001, its Quarterly Reports on Form 10-Q for the quarters ended March 31,20001, June 30, 2001 and September 30, 2001, and the disclosures made byAetrium hereunder, and has been given access to full and complete informationregarding Aetrium and has utilized such access to his/her satisfaction for thepurpose of obtaining information in addition to, or verifying informationincluded in, the referenced documents and disclosures.

 

c.               He/shebelieves he/she, either alone or with the assistance of his/her professionaladvisor, has such knowledge and experience in financial and business mattersthat he/she is capable of reading and interpreting financial statements andevaluating the merits and risks of his/her sale of the Scheduled Shares,his/her grant of the Put Option, and his/her potential investment in the OptionShares pursuant to exercise of the Put Option, and has obtained, to the extenthe/she deems necessary, his/her own personal professional advice with respectto such merits and risks and the suitability of the potential investment in theOption Shares in light of his/her financial condition and investment needs.

 

d.              He/sheunderstands that whether or not the Put Option is exercised is entirely withinthe discretion of Aetrium. In addition, the trading price of Aetrium commonstock is subject to significant fluctuations, and he/she understands that, ifthe Put Option is exercised, there can be no assurance that the trading priceof Aetrium common stock at the time of such exercise will not be less than thecurrent trading price.

 

e.               He/sheunderstands that the Option Shares as an investment would involve a high degreeof risk, including without limitation the risks set forth and referenced inSection 6 hereof. He/she further understands that if the Put Option isexercised there is no assurance that an adequate public market will beavailable for the sale of the Option Shares when and if he/she decides toliquidate his/her investment in the Option Shares.

 

f.                 In theevent the Put Option is exercised, he/she believes that the investment in theOption Shares is suitable for him/her based upon his/her investment objectivesand financial needs, and he/she is in a financial position to hold the OptionShares for an indefinite period of time, has adequate means for providing forhis/her current financial needs and personal contingencies and has no need forliquidity of

 

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investment with respect to the Option Shares, and isable to bear the economic risk and withstand a complete loss of his/herinvestment in the Option Shares.

 

g.              In theevent the Put Option is exercised, he/she will purchase the Option Shares inhis/her name solely for his/her own beneficial interest and for investment, andnot as nominee for, or on behalf of, or for the beneficial interest of, or withthe intention to transfer to, any other person, trust or organization.

 

h.              He/she isa resident of the State of Texas, and his/her address and social securitynumber are as scheduled on Exhibit A.

 

i.                  He/sheunderstands that if the Put Option is exercised, the Option Shares will not beregistered under the Securities Act (as defined in Subsection 9.1) orapplicable state securities laws and that such securities are being offered andwill be sold pursuant to exemptions from such laws and that Aetrium’s relianceupon such exemptions is predicated in part on his/her representations as containedherein. He/she further understands that he/she may not dispose of or transferthe Option Shares without first obtaining the opinion of counsel to Aetriumthat such proposed disposition or transfer lawfully may be made without theregistration of such securities pursuant to the Securities Act and applicablestate securities laws, or such registration.

 

j.                  He/shehas relied on his/her own tax advisors with respect to the income tax effectsof the transactions contemplated hereunder, and has received no advice thereonfrom Aetrium or any Aetrium representative.

 

8.               Escrow.

 

a.               The Escrow Agentis hereby authorized and directed to invest the Escrowed Funds in the Oppenheimer Wolff & Donnelly SavingsTrust Account, or in such otherobligations as are specified in written instructions signed by or on behalf ofAetrium and the Williams Representative.

 

b.              Upon receipt bythe Escrow Agent on or after December 31, 2001 and on or prior to January 31,2002 of written notice from Aetrium that Aetrium has exercised the Put Options,which notice will include wire transfer instructions, the Escrow Agent willpromptly wire transfer to Aetrium the Escrowed Funds and all income then earnedthereon.

 

c.               In the event theEscrow Agent receives no such notice from Aetrium of exercise of the PutOptions, then upon receipt by the Escrow Agent on or after February 1, 2002 ofwritten notice from the Williams Representative requesting disbursement of theEscrowed Funds, which notice will include wire transfer instructions, the EscrowAgent will promptly wire transfer the Escrowed Funds and all income then earnedthereon in accordance with such instructions.

 

d.              The duties andobligations of the Escrow Agent will be determined solely by the expressprovisions of this Section 8 and the Escrow Agent will not be liable except forthe performance of such duties and obligations as are specifically set 

 

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forth in this Section. TheEscrow Agent will not be responsible in any manner whatsoever for any failureor inability of Aetrium or the Williams Representative or of anyone else toperform or comply with any of the provisions of this Section or any otheragreement. The Escrow Agent will not bebound by any modification, cancellation or rescission of the provisions of thisSection unless in writing and signed by it, Aetrium and the WilliamsRepresentative .

 

e.               In the performanceof its duties hereunder, the Escrow Agent will be entitled to rely upon anydocument, instrument or signature believed by it to be genuine and signed byeither of Aetrium, the Williams Representative or their successors.  The successor of either such party will beas set forth in a signature certificate delivered to the Escrow Agent, in formsatisfactory to the Escrow Agent.  TheEscrow Agent may assume that any person purporting to give any notice ofinstructions in accordance with the provisions hereof has been duly authorizedto do so.

 

f.                 The Escrow Agentwill not be liable for any error in judgment, or any action taken or omitted tobe taken hereunder, including without limitation, for any loss or taxconsequence resulting from any investment or any sale of any investment madehereunder, except in the case of its bad faith, willful misconduct or its owngross negligence.  The Escrow Agent willbe entitled to consult with counsel of its choosing and will not be liable forany action taken or omitted by it in accordance with the advice of suchcounsel. If the Escrow Agent is uncertainas to its duties or rights hereunder, or is of the opinion that there is adispute hereunder, or is of the opinion that there is a dispute between Aetriumand the Williams Members arising out of or in connection with this EscrowAgreement, or receives instructions from Aetrium or the Williams Representativewith respect to the Escrowed Funds which, in its opinion, are in conflict withany of the provisions of this Section, the Escrow Agent will be entitled torefrain from taking any action until such time as there has been a finaldetermination of the rights of Aetrium and the Williams Members with respect tothe Escrowed Funds, or deposit the Escrowed Funds and all income earnedthereon with any court of competentjurisdiction pending the final determination of any dispute among such parties.

 

g.              The Escrow Agent will not be under any obligation to take any legalaction in connection with this Section 8 or for its enforcement or to appearin, prosecute or defend any action or legal proceeding which, in its opinion,would or might involve it in any cost, expense, loss or liability, unless, andas often as required by it, it is furnished with security and indemnitysatisfactory to it against all such costs, expenses, losses or liability.

 

h.              The Escrow Agentor any successor to it as escrow agent hereafter appointed may at any timeresign and be discharged of the duties imposed hereunder by giving notice toAetrium and the Williams Representative, such resignation to take effect uponthe earlier of the appointment of a successor escrow agent by Aetrium and theWilliams Representative, or ninety (90) days after the giving of such notice(provided that prior to the expiration of such 90-day period, the Escrow Agenthas 

 

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deposited the Escrowed Fundsand all income earned thereon with the office of the clerk of the court of anycourt of competent jurisdiction).

 

i.                  Aetrium willreimburse the Escrow Agent for out-of-pocket expenses, including withoutlimitation legal fees, postage, wire-transfer charges, disbursements andadvances, incurred or made by the Escrow Agent hereunder. Aetrium willindemnify the Escrow Agent and hold it harmless from any and all loss,liability, costs or expenses (including reasonable attorneys’ fees) incurredwithout bad faith, willful misconduct or negligence on the part of the EscrowAgent and arising out of or in connection with its acceptance of or theperformance of its duties and obligations under this Section 8, whichindemnification obligation will survive the resignation of the Escrow Agent orthe termination of this Section 8.  Anyamount owing hereunder to the Escrow Agent may be charged to and paid from theEscrowed Funds.

 

9.               Registration Rights.

 

9.1 Registration.

 

a.               In the event Aetrium exercises the Put Options,Aetrium will prepare and file a registration statement covering the RegistrableSecurities on Form S-3 (the “*Registration Statement*”) promptly (and inany event within ten (10) business days) following exercise of the Put Optionsand will use its best efforts to cause the Registration Statement to become andremain effective for a period ending twelve (12) months following exercise ofthe Put Options (the “*Effectiveness Period*”).  Aetrium will be obligated to prepare, fileand cause to become effective only one Registration Statement pursuant to thisSubsection 9.1.  “*Registrable Securities*”means any Option Shares and any shares of the common stock of Aetrium issued asa dividend, stock split, reclassification, recapitalization or otherdistribution with respect to, or in exchange for or replacement of, anyRegistrable Securities; provided, however, that Registrable Securities will notinclude (1) shares that have been sold to the public either pursuant to theRegistration Statement or Rule 144, or (2) shares sold in a transaction inwhich the registration rights conferred by this Section 9 are transferred inviolation of Subsection 9.6 hereof.  The“*SecuritiesAct*” means the Securities Act of 1933, as amended, or any similarsuccessor statute, and the rules and regulations thereunder, as the same are ineffect from time to time.  “*Rule 144*”means Rule 144 promulgated by the Commission under the Securities Act, as suchrule may be amended from time to time, or any successor rule thereto.  The “*Commission*” means the Securities andExchange Commission or any other federal agency at the time administering theSecurities Act.

 

b.  Aetrium may delay the filing of theRegistration Statement for not more than thirty (30) days if in the good faithjudgment of the Board of Directors of Aetrium (the “*Board*”), there is a materialdevelopment relating to the condition (financial or otherwise) of Aetrium thathas not been disclosed to the general public and the Board determines that,under such circumstances, it would be in Aetrium’s best interests to delay suchregistration.

 

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9.2   Procedures for Sale ofRegistrable Securities. “*Holder*” means each Williams Member withrespect to the Option Shares issued to such Williams Member pursuant to Section4 and any other Registrable Securities issued with respect thereto and eachtransferree of the registration rights under this Section 9 with respect tosuch Registrable Securities transferred in compliance with Subsection 9.6 hereof.  Each time any Holder desires to offer andsell any Registrable Securities pursuant to the Registration Statement, theHolder agrees to comply with the following procedures:

 

a.               The Holder will provide Aetrium with a Sale Noticeprior to the sale of any Registrable Securities.  “*Sale Notice*” means a written notice provided to Aetriumwhich specifies (1) the name, address and facsimile number of or for theHolder, and (2) the number of Registrable Securities such Holder desires tosell.

 

b.     Uponreceipt of the Sale Notice, Aetrium will take the following steps:

 

(i)  If Aetrium determines that the RegistrationStatement, the prospectus forming a part thereof and any amendments andsupplements thereto contain current and updated information and do not containany untrue statement of material fact or omit to state any material factrequired to be stated therein or necessary to make the statements therein, inlight of the circumstances in which they were made, not misleading, Aetriumwill promptly (and in any event within three (3) business days after receipt ofthe Sale Notice) notify the Holder that such Holder may sell the RegistrableSecurities.  If the Holder does not sellthe Registrable Securities within thirty (30) days after such notification fromAetrium, however, the Holder will once again become subject to the proceduresdescribed in this Subsection 9.2 and may not sell the Registrable Securitieswithout first complying with the procedures described herein.

 

(ii)   If Aetrium determines that the RegistrationStatement, the prospectus forming a part thereof or any amendments orsupplements thereto do not contain current and updated information or containany untrue statement of material fact or omit to state any material factrequired to be stated therein or necessary to make the statements therein, inlight of the circumstances in which they were made, not misleading, Aetriumwill promptly (and in any event within three (3) business days after receipt ofthe Sale Notice) notify the Holder of such determination, and within thirty(30) days thereafter will prepare and file with the Commission such amendmentsor supplements thereto as may be necessary so that the Registration Statement,the prospectus forming a part thereof and any amendments and supplementsthereto contain current and updated information and do not contain any untruestatement of material fact or omit to state any material fact required to bestated therein or necessary to make the statements therein, in light of thecircumstances in which they were made, not misleading.  Promptly after any such amendments orsupplements have been filed and, if applicable, declared effective, Aetriumwill notify the Holder that such Holder may sell the Registrable Securities.  If the Holder does not sell the RegistrableSecurities within thirty (30) days after such notification from Aetrium,however, the Holder will once again become subject to the procedures describedin this 

 

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Subsection 9.2 and may not sell the RegistrableSecurities without first complying with the procedures described herein.

 

c.               Only after Aetrium has reviewed the RegistrationStatement and provided the Holder with the written notification provided inSubsection 9.2(b) above may the Holder sell the Registrable Securities pursuantto the Sale Notice.

 

d.              Any notice to be given hereunder by a Holder toAetrium will be delivered as provided in Section 10. Any notice to be givenhereunder by Aetrium to the Holder will be in writing and delivered bytelephonic facsimile transmission to the facsimile number provided by theHolder in the applicable Sale Notice. Any notice which is delivered to the Holder by telephonic facsimiletransmission in the manner provided herein will be deemed to have been dulygiven to the Holder upon transmission to the facsimile number provided.

 

9.3         Restrictions on Sale of RegistrableSecurities.  Notwithstanding any other provision in thisSection 9 to the contrary, Holders are prohibited from selling any Registrable Securitiesin the circumstances described below, and any sale made in such circumstanceswill be deemed a breach of this Agreement and may constitute a violation of theSecurities Act, which could subject such Holder to civil and criminalsanctions:

 

a.               Holders may not sell Registrable Securities during theperiod that commences on the seventh day of the last month of an Aetrium fiscalquarter and ends on the third business day after Aetrium releases financialresults for such quarter.

 

b.              Holders may not sell any Registrable Securities if theRegistration Statement, the prospectus forming a part thereof or any amendmentsor supplements thereto do not contain current and updated information orcontain any untrue statement of material fact or omit to state any materialfact required to be stated therein or necessary to make the statements therein,in light of the circumstances in which they were made, not misleading.

 

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9.4 Indemnification.

 

a.               Aetrium will indemnify and hold harmless each Holder,and each person, if any, who controls such Holder within the meaning of theSecurities Act, from and against, and will reimburse such Holder and each suchcontrolling person with respect to, any and all loss, damage, liability, costand expense to which such Holder or any such controlling person may becomesubject under the Securities Act or otherwise, insofar as such losses, damages,liabilities, costs or expenses are caused by any untrue statement or allegeduntrue statement of any material fact contained in such Registration Statement,any prospectus forming a part thereof or any amendments or supplements thereto,or arise out of or are based upon the omission or alleged omission to statetherein a material fact required to be stated therein or necessary to make thestatements therein, in light of the circumstances in which they were made, notmisleading; provided, however, that Aetrium will not be liable in any such caseto the extent that any such loss, damage, liability, cost or expense arises outof or is based upon (1) an untrue statement or alleged untrue statement oromission or alleged omission so made in conformity with information furnishedby such Holder or such controlling person in writing specifically for use inthe preparation thereof, or (2) the failure of such Holder to deliver aprospectus and any amendments or supplements thereto in accordance with therequirements of this Section 9 and the Securities Act.

 

b.              Seller and each holder jointly and severally willindemnify and hold harmless Aetrium, its directors and officers, and anycontrolling person from and against, and will reimburse Aetrium, its directorsand officers, and any controlling person with respect to, any and all loss,damage, liability, cost or expense to which Aetrium or any controlling personmay become subject under the Securities Act or otherwise, insofar as suchlosses, damages, liabilities, costs or expenses are caused by any untrue oralleged untrue statement of any material fact contained in such RegistrationStatement, any prospectus forming a part thereof or any amendment or supplementthereto, or arise out of or are based upon the omission or the alleged omissionto state therein a material fact required to be stated therein or necessary tomake the statements therein, in light of the circumstances in which they weremade, not misleading, in each case to the extent, but only to the extent, thatany such loss, damage, liability, cost or expense arises out of or is basedupon (1) an untrue statement or alleged untrue statement or omission or allegedomission made in reliance upon and in strict conformity with writteninformation furnished by such Holder specifically for use in the preparationthereof, or (2) the failure of such Holder to deliver a prospectus and anyamendments or supplements thereto in accordance with the requirements of thisSection 9 and the Securities Act.

 

c.               Promptly after receipt by an indemnifiedparty pursuant to the provisions of Subsection 9.4(a) or (b) hereof of noticeof the commencement of any action involving the subject matter of the foregoingindemnity provisions, such indemnified party will, if a claim thereof is to bemade against the indemnifying party pursuant to the provisions of suchSubsection 9.4(a) or (b), promptly notify the indemnifying party of thecommencement thereof.  In case suchaction is 

 

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brought against any indemnified party and it notifiesthe indemnifying party of the commencement thereof, the indemnifying party willhave the right to participate in, and, to the extent that it may wish, jointlywith any other indemnifying party similarly notified, to assume the defensethereof, with counsel reasonably satisfactory to such indemnified party;provided, however, that if the defendants in any action include both theindemnified party and the indemnifying party and the representation of bothparties by the same counsel would be inappropriate due to a conflict ofinterest between them, the indemnified party or parties will have the right toselect separate counsel to participate in the defense of such action on behalfof such indemnified party or parties. After notice from the indemnifying party to such indemnified party ofits election so to assume the defense thereof, the indemnifying party will notbe liable to such indemnified party pursuant to the provisions of suchSubsection 9.4(a) or (b) for any legal or other expense subsequently incurredby such indemnified party in connection with the defense thereof other thanreasonable costs of investigation, unless (1) the indemnified party hasemployed counsel in accordance with the proviso of the preceding sentence, (2)the indemnifying party has not employed counsel reasonably satisfactory to theindemnified party to represent the indemnifying party within a reasonable timeafter the notice of the commencement of the action, or (3) the indemnifyingparty has authorized the employment of counsel for the indemnified party at theexpense of the indemnifying party.  Itis understood that the indemnifying party will not, in connection with anyproceeding or related proceedings in the same jurisdiction, be liable for thefees and expenses of more than one separate firm for all indemnified parties.

 

9.5         Cooperation; Information by Holders. Each Holder of Registrable Securities covered by the RegistrationStatement agrees to cooperate with all reasonable requests by Aetrium necessaryto effectuate the purposes of this Section 9, including providing Aetrium on atimely basis with any required notices and with all information necessary inconnection with any registration or compliance described herein.

 

9.6         Transfer of Registration Rights. The registration rights provided for herein may not be transferred orassigned in connection with the sale or transfer of the Registrable Securitieswithout the written consent of Aetrium.

 

9.7         Termination of Registration Rights. The registration rights described herein will terminate upon expirationof the Effectiveness Period.

 

10. Notices.Any notice, request, instruction or other document to be given hereunder by anyparty hereto to any other party will be in writing and delivered personally orby registered or certified mail, postage prepaid (and if by mail, with a copysent by facsimile or e-mail transmission, and provided that any Sale Notice maybe sent by mail or facsimile transmission),

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if to Aetrium to:

Aetrium Incorporated

2350 Helen Street

North St. Paul, Minnesota 55109

Attn: Douglas L. Hemer

### Facsimile No.: (651) 704-1845

E-mail: dhemer@aetrium.com

If to the WilliamsRepresentative:

## Keith E. Williams

10501 Markison Rd.

Dallas, Texas  75238

Facsimile No.:

E-mail: kwilliams@aetrium.com

 

If to the Escrow Agent:

 

Oppenheimer Wolff & Donnelly

3400 Plaza VII Building

45 South Seventh Street

Minneapolis, Minnesota 55402

Attn: Thomas C. Thomas

Facsimile No.:

E-mail: tthomas@oppenheimer.com

 

or at such otheraddress for a party as may be specified by like notice.  Any notice which is delivered personallywill be deemed to have been duly given to the party to whom it is directed uponactual receipt by such party (or its agent for notices hereunder).  Any notice which is addressed and mailed,with copy transmitted by facsimile or e-mail, in the manner herein providedwill be conclusively presumed to have been duly given to the party to which itis given on the day it is so placed in the mail.

 

11.         Counterparts. This Agreement may be executed in one or more counterparts, each ofwhich will for all purposes be deemed to be an original and all of which willconstitute the same instrument.

 

12.         Successors and Assigns. The terms and conditions of this Agreement will inure to the benefit ofand be binding upon the respective successors and permitted assigns of theparties hereto.  This Agreement may notbe assigned by any party without the prior written consent of the other partieshereto. Any attempted assignment of this Agreement contrary to the terms hereofwill be null and void and of no force or effect.

 

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13.         Governing Law . This Agreement will be construed in accordance with and governed by thelaws of the state of Minnesota applicable to agreements made and to beperformed in such jurisdiction without reference to conflicts of lawprinciples.

 

14.         Entire Agreement. This Agreement constitutes the entire agreement of the parties withrespect to the matters provided for herein and supersedes all prior andcontemporaneous agreements, understandings, negotiations and discussions,whether oral or written, of the parties. No amendment, modification or alteration of the terms or provisions ofthis Agreement will be binding unless the same is in writing and duly executedby the parties hereto.

 

IN WITNESS WHEREOF, the parties have executed this Agreement as of thedate first above written.

 
| Aetrium Incorporated    |   | In executing this Agreement, the undersigned confirms that he/she has  reviewed, understands and agrees to the terms hereof, including without  limitation his/her representations hereunder, and that he/she has received  such advise from legal, accounting or other advisors as he/she deems  appropriate with respect thereto: |
|-------------------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                    |   |                                                                                                                                                                                                                                                                                                                                |
| By: /s/ Joseph Levesque |   | /s/ Keith E. Williams                                                                                                                                                                                                                                                                                                               |
| Its President and CEO   |   | Keith E. Williams                                                                                                                                                                                                                                                                                                                   |

 

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| In executing this Agreement, the undersigned confirms that he/she has  reviewed, understands and agrees to the terms hereof, including without  limitation his/her representations hereunder, and that he/she has received  such advise from legal, accounting or other advisors as he/she deems  appropriate with respect thereto: |   | In executing this Agreement, the undersigned confirms that he/she has  reviewed, understands and agrees to the terms hereof, including without  limitation his/her representations hereunder, and that he/she has received  such advise from legal, accounting or other advisors as he/she deems  appropriate with respect thereto: |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| /s/ Karen Williams                                                                                                                                                                                                                                                                                                                  |   | /s/ Bartholomew E. Williams                                                                                                                                                                                                                                                                                                         |
| Karen M. Williams                                                                                                                                                                                                                                                                                                                   |   | Bartholomew E. Williams                                                                                                                                                                                                                                                                                                             |
|                                                                                                                                                                                                                                                                                                                                |   |                                                                                                                                                                                                                                                                                                                                |
| In executing this Agreement, the undersigned confirms that he/she has  reviewed, understands and agrees to the terms hereof, including without  limitation his/her representations hereunder, and that he/she has received  such advise from legal, accounting or other advisors as he/she deems appropriate  with respect thereto: |   | In executing this Agreement, the undersigned confirms that he/she has  reviewed, understands and agrees to the terms hereof, including without  limitation his/her representations hereunder, and that he/she has received  such advise from legal, accounting or other advisors as he/she deems  appropriate with respect thereto: |
| /s/ Marlys A. Williams                                                                                                                                                                                                                                                                                                              |   | /s/ Dona M. Williams                                                                                                                                                                                                                                                                                                                |
| Marlys A. Williams                                                                                                                                                                                                                                                                                                                  |   | Dona M. Williams                                                                                                                                                                                                                                                                                                                    |
|                                                                                                                                                                                                                                                                                                                                |   |                                                                                                                                                                                                                                                                                                                                |
| In executing this Agreement, the undersigned confirms that he/she has  reviewed, understands and agrees to the terms hereof, including without  limitation his/her representations hereunder, and that he/she has received  such advise from legal, accounting or other advisors as he/she deems  appropriate with respect thereto: |   | In executing this Agreement, the undersigned confirms that he/she has  reviewed, understands and agrees to the terms hereof, including without  limitation his/her representations hereunder, and that he/she has received  such advise from legal, accounting or other advisors as he/she deems  appropriate with respect thereto: |
| /s/ Jackie Candelier                                                                                                                                                                                                                                                                                                                |   | /s/ Bart Gilbert                                                                                                                                                                                                                                                                                                                    |
| Jackie Candelier                                                                                                                                                                                                                                                                                                                    |   | Bart Gilbert                                                                                                                                                                                                                                                                                                                        |
|                                                                                                                                                                                                                                                                                                                                |   |                                                                                                                                                                                                                                                                                                                                |
| In executing this Agreement, the undersigned confirms that he/she has  reviewed, understands and agrees to the terms hereof, including without  limitation his/her representations hereunder, and that he/she has received  such advise from legal, accounting or other advisors as he/she deems  appropriate with respect thereto: |   | In executing this Agreement, the undersigned confirms that he/she has  reviewed, understands and agrees to the terms hereof, including without  limitation his/her representations hereunder, and that he/she has received  such advise from legal, accounting or other advisors as he/she deems  appropriate with respect thereto: |
| /s/ William J. Evans Jr                                                                                                                                                                                                                                                                                                             |   | /s/ John Estridge                                                                                                                                                                                                                                                                                                                   |
| William J. Evans                                                                                                                                                                                                                                                                                                                    |   | John Estridge                                                                                                                                                                                                                                                                                                                       |

 

13

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|                                                                                                                                                                                                                                                                                                                                |   |                                                                                                                                                                                                                                                                                                                                |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| In executing this Agreement, the undersigned confirms that he/she has  reviewed, understands and agrees to the terms hereof, including without  limitation his/her representations hereunder, and that he/she has received  such advise from legal, accounting or other advisors as he/she deems  appropriate with respect thereto: |   | In executing this Agreement, the undersigned confirms that he/she has  reviewed, understands and agrees to the terms hereof, including without  limitation his/her representations hereunder, and that he/she has received  such advise from legal, accounting or other advisors as he/she deems  appropriate with respect thereto: |
| /s/ Damon L. Coalson                                                                                                                                                                                                                                                                                                                |   | /s/ Hal Preston                                                                                                                                                                                                                                                                                                                     |
| Damon L. Coalson                                                                                                                                                                                                                                                                                                                    |   | Hal Preston                                                                                                                                                                                                                                                                                                                         |
|                                                                                                                                                                                                                                                                                                                                |   |                                                                                                                                                                                                                                                                                                                                |
| In executing this Agreement, the undersigned confirms that he/she has  reviewed, understands and agrees to the terms hereof, including without  limitation his/her representations hereunder, and that he/she has received  such advise from legal, accounting or other advisors as he/she deems  appropriate with respect thereto: |   |                                                                                                                                                                                                                                                                                                                                |
| /s/ Donna Christenson                                                                                                                                                                                                                                                                                                               |   |                                                                                                                                                                                                                                                                                                                                |
| Donna Christenson                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                |
|                                                                                                                                                                                                                                                                                                                                |   |                                                                                                                                                                                                                                                                                                                                |

 

 

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The undersigned agrees to act as Escrow Agent under the foregoingAgreement pursuant to Sections 8 and 10 thereof, and acknowledges receipt of$543,672.75 to be held as Escrowed Funds.

 

Oppenheimer Wolff & Donnelly LLP

 

 
| By:  |  /s/ Tom C. Thomas |   | Dated: November 30, 2001 |
|-----------|-------------------------|--------|--------------------------|
| A Partner |                    |   |

 

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