<PAGE>   1
                                                                   EXHIBIT 10.24

                        TERMINATION AGREEMENT AND RELEASE

         This Termination Agreement and Release (this "Agreement") is made and
entered into as of the date set forth on the signature page, but is effective as
of March 26, 2001, by and between CrossPoint Foods Corporation, f/k/a Glacier
Corporation, a Delaware corporation (the "Company"), Glacier Distribution
Company, a Colorado corporation ("Glacier Distribution") and all subsidiaries of
the Company and Glacier Distribution (collectively, Glacier Distribution and all
subsidiaries of the Company and Glacier Distribution are referred to herein as
the "Subsidiaries") and Joseph A. Oblas ("Oblas").

         1. Cessation of Employment. Oblas and the Company agree that, effective
as of March 26, 2001, the Company's (and any of its Subsidiaries') employment of
Oblas is ceased and Oblas resigns from any and all positions as an officer of
the Company and any of its Subsidiaries. Furthermore, Oblas confirms that he has
resigned as a member of the Board of Directors of the Company and the Board of
Directors of all of the Subsidiaries effective March 26, 2001.

         2. Full Payment. Oblas acknowledges and agrees that on or before the
date of his execution hereof, the Company provided Oblas a final paycheck for
any and all wages, salary, bonuses of any type orvariety , reimbursable
expenses, accrued vacation and sick pay and any other similar payments due to
Oblas from the Company and its Subsidiaries as of the date of this Agreement. By
signing below, Oblas acknowledges that neither the Company nor the Subsidiaries
owes Oblas any other amounts except as provided in Section 3 below.


         3. Severance Package. As a full and complete severance package (the
"Severance Package") and in order to induce Oblas to enter into the Release (as
defined below):

            a.   The Company shall pay to Oblas twelve (12) severance payments
         of $11,250 per month payable on or before the 15th of each month
         commencing April 15, 2001 and running through March 15, 2002
         (inclusive); and;

            b.   Oblas and his family shall continue to be covered under the
         Company's medical insurance up to July 1, 2001. The Company has given
         Oblas written notice of his rights to continuation of insurance
         coverage after July 1, 2001 under the provisions of the Consolidated
         Omnibus Budget Reconciliation Act of 1986 ("COBRA"). Oblas shall be
         responsible for the full cost of continued coverage after July 1, 2001
         in accordance with the provisions of COBRA.

         4. Options/Warrants Extinguished. Oblas acknowledges and agrees that
any and all options or warrants to purchase the Company's or its Subsidiaries'
securities issued by the Company or its Subsidiaries to Oblas at any time during
his employment are extinguished and shall be null and void from and after the
date hereof.


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         5. Donation to Capital.

            a.   Oblas agrees that on the execution of this Agreement he shall
         convey, transfer and assign to the Company 800,000 shares of the
         Company's common stock, determined on a pre-split basis as if such
         donation to capital had occurred on March 26, 2001. Such conveyance
         shall be a donation to the capital of the Company at no cost to the
         Company and shall be made by Oblas in partial consideration of the
         Company making payments pursuant to the Severance Package and entering
         into this Agreement.

            b.   Oblas further agrees that if, as a result of a requirement of
         any regulatory agency or self-regulatory organization, the number of
         shares of the Company's common stock beneficially owned by Oblas must
         be reduced below 5% of the Company's outstanding common stock, Oblas
         agrees to sell to the Company at a price of $1.00 per post-split share
         that number of shares of the Company's common stock owned by Oblas that
         will reduce Oblas' holdings of the Company's common stock to a level
         (but not less than 4.99%) required by such regulatory agency or
         self-regulatory organization. The Company agrees to provide Oblas
         and/or his counsel with copies of any correspondence from any
         regulatory agencies or self-regulatory organizations requesting that
         Oblas' holdings of the Company's common stock be reduced.

                  Subject to the provisions of Paragraph 5(d) below, Oblas
         agrees that all the shares of Common Stock owned by him, after taking
         into account the donation to capital described in Paragraph 5(a) above
         and any reduction necessitated pursuant to Paragraph 5(b) above, shall
         be placed in an escrow account with Wells Fargo Bank West, National
         Association, and shall be held in such escrow account pursuant to the
         terms of an escrow agreement among the Company, Oblas and the Escrow
         Agent, a copy of which is attached hereto as Exhibit A. The terms and
         provisions of the Escrow Agreement are incorporated herein by
         reference.

            d.    Upon the execution of this Agreement, Oblas shall also
         execute and deliver to the Company the lock-up agreement attached
         hereto as Exhibit B, the terms and provisions of which are incorporated
         herein by reference. Oblas hereby authorizes the Company to instruct
         the Company's transfer agent on his behalf to place a restrictive
         legend on all of the certificates representing common stock of the
         Company beneficially owned by Oblas that describes the lock-up
         agreement entered into with the Company's underwriter and the Company.

         6. Release of Lien. The Company agrees that at such time as it
completes its proposed initial public offering or a private financing with gross
proceeds of at least $7 million, the Company shall repay the bridge loan from
Regatta Capital as soon as practicable after such offering and take such steps
as may be reasonably necessary to obtain a release of the lien on Oblas'
residence securing the Regatta Capital loan.

         7. No Dissenters' Rights. Oblas acknowledges and agrees that in the
event he is legally entitled to exercise dissenters' or appraisal rights under
applicable law in connection with the Company undertaking a reverse stock split
and/or reincorporating in the State of Delaware, Oblas will not, and hereby
waives the right to, exercise such dissenters' appraisal or other rights
substantially equivalent thereto.


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         8. Release of Claims.

            a.    Oblas, on his own behalf and on behalf of any present and
         future spouse, heirs, estate, successors and assigns, hereby
         irrevocably, fully, finally and forever releases and discharges the
         Company and any parent, Subsidiary, affiliated or related companies and
         their respective officers, directors, employees, agents, attorneys,
         insurers and representatives (the "Released Parties") from and against
         any and all claims, demands, obligations, responsibilities and causes
         of actions of any kind or nature whatsoever, whether statutory, tort,
         contract or any other theory of recovery, in law or equity, and whether
         now known or unknown, which Oblas now has, ever had or in the future
         may have accruing on or at any time prior to the date hereof, based on
         or in any way relating to Oblas' employment with the Company or the
         termination of that employment (the "Release").

            b.    Specifically, the Release includes, but is not limited to, any
         and all claims of Oblas:

                  i.       arising under any contact, expressed or implied,
            written or oral;

                  ii.      for wrongful dismissal or termination of employment;

                  iii.     relating to back wages, salary, overtime, bonuses,
            commission, reinstatement, insurance coverage, benefits, premiums,
            medical expenses, business expenses, or other employee compensation
            or benefits;

                  iv.      arising under any applicable federal, state, local or
            foreign statute, law, order, ordinance, regulation or the like, or
            case law, that relate to employment or employment practices,
            including those that prohibit discrimination based upon age, race,
            color, religion, sex, national origin, handicap, disability or any
            other protected characteristic or unlawful basis, including, but not
            limited to, any claim under the Age Discrimination in Employment Act
            of 1967 (as amended by the Older Worker's Benefit Protection Act of
            1990), the Civil Rights Act of 1964, the Civil Rights Act of 1991,
            the Equal Pay Act of 1963, the Fair Labor Standards Act, the
            National Labor Relations Act, the Post-Civil War Reconstruction
            Acts, Section 1981 of the Civil Rights Acts of 1866 and 1871, the
            Vietnam Era Veterans Readjustment Assistance Act, the Family Medical
            Leave Act of 1993, Employee Retirement Income Security Act of 1990,
            the Americans with Disabilities Act of 1992 (each of such Acts, as
            amended), and any similar statutes, laws, orders, ordinances,
            regulations or the like, or case law, of the State of Colorado, or
            any political subdivision thereof, including, but not limited to the
            Colorado Anti-Discrimination Act of 1957, as amended, C.R.S.
            Sections 24-34-301 et seq.;

                  v.       arising under or based upon any other federal, state,
            local or foreign statute, law, order, rule, regulation, ordinance on
            the like, or case law;

                  vi.      relating to wrongful or retaliatory discharge,
            breach of contract, harassment, tortuous or harassing conduct,
            breach of public policy, infliction of emotional or mental injury or
            distress, physical or mental injury, pain and suffering,


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<PAGE>   4


            negligent and intentional torts fraud, misrepresentation,
            defamation, libel, slander, interference with contract, breach of
            fiduciary duty or any other theory of recovery by Oblas as an
            employee or concerning compensation, wages, hours or terms or
            conditions; and

                  vii.     any and all claims for damages, including without
            limitation, exemplary, punitive or compensatory damages, or for
            attorney's fees, expenses, costs, wages, and injunctive or equitable
            relief.

            c. This Release shall not apply to and shall not release or waive
         any rights or claims that Oblas (or the Company) may have relating to
         the following: (i) this Agreement; (ii) any confidentiality,
         non-competition or proprietary rights agreement or the like between
         Oblas and the Company; (iii) any claims for accrued or vested benefits
         under the provisions of any pension or employee welfare plan maintained
         by the Company; (iv) any rights that Oblas may have as a stockholder of
         the Company, subject to the proviso that any such rights shall be
         limited to those which Oblas has relating to the Common Stock owned by
         him after giving effect to all the terms and conditions of this
         Agreement, or (v) indemnification (whether pursuant to applicable
         provisions in the Articles of Incorporation or Bylaws of the Company,
         or otherwise) in any actions in which Oblas is made a party or held
         liable as a result of services he performed for the Company that was
         within the scope of his duties and responsibilities and covered by such
         indemnification requirements; and

            d. Oblas understands that this Release covers claims which Oblas
         knows about and those Oblas may not know about. Oblas expressly waives
         all rights under applicable law to such unknown claims even if, had
         such claims been known to Oblas at the time of this Agreement, would
         have materially affected the terms of this settlement and release with
         the Company.

         9. Covenant Not to Sue. Oblas represents, warrants and covenants to the
Company that Oblas has not and will not, directly or indirectly, file or
commence any complaint, claim, action, suit, proceeding or arbitration of any
kind against any Released Party except as to the express exclusions described in
Section 8(c) above with any federal, state, local or foreign, court, arbitrator
or administrative, regulatory governmental agency, body or authority, and that
he has not assigned or otherwise transferred, and will not assign or otherwise
transfer, by way of subrogation or otherwise, any right to any other person to
assert any claims of any kind against the Company or any other Released Party.

         10. Non-Admission. This Agreement and/or any payments made hereunder
are not intended to be, shall not be construed as, and are not an admission or
confession by any Released Party or Oblas of any wrongdoing or illegal or
actionable acts or omissions. This Agreement shall not be admissible evidence in
any judicial, administrative or any other legal proceeding, except solely in
connection with construction of the terms of the Agreement and its enforcement.
Oblas hereby represents and agrees that he shall not directly or indirectly
make, and shall not authorize any person to make (i) any written or oral
statements, suggestions, or representation of any Released Party has made or
implied any such admission or confession; or (ii) any written or oral negative,
disparaging or adverse statements, suggestions and representation of or
concerning any Released Party.

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<PAGE>   5


         11. Confidential Information.

             a. Oblas hereby acknowledges that during his employment he had
         access to trade secrets and proprietary, private and/or otherwise
         confidential information concerning or relating to the Company and its
         Subsidiaries, including its assets, properties, business, affairs,
         condition (financial or otherwise), operations, prospects, projections,
         market studies, marketing materials, intellectual property, customers,
         suppliers, lenders, proposals, strategic partners, employees,
         consultants, representation, business plans, strategies, methods,
         processes and the like ("Confidential Information").

             b. Oblas hereby represents, warrants and agrees that he (i)
         has returned to the Company and its Subsidiaries all corporate property
         and equipment, and has returned to the Company, and has not retained
         any copies of, all documents, records or materials of any kind, whether
         written or electronically created or stored, in his possession which
         contain, relate to or refer to any Confidential Information; and (ii)
         Oblas shall keep strictly confidential and shall not directly or
         indirectly disclose, communicate or otherwise reveal any Confidential
         Information in any manner to any person except as required by law.

             c. In the event that Oblas receives a subpoena or any other
         written or oral request by any court or governmental authority
         requesting the disclosure of any Confidential Information, or any other
         information concerning the Company or any Released Party, Oblas shall,
         within five (5) business days from his actual notice of the service of
         such subpoena or other request, notify the Company in writing, and
         provide a copy to the Company of such subpoena or other request if in
         writing, and/or disclose the nature of the request for information if
         oral.


         12. Reasonable Cooperation. Oblas will comply with all reasonable
requests from the Company and/or its Subsidiaries for assistance and/or
information in connection with any matters and/or issues relating to or
encompassed within the duties and responsibilities of Oblas' employment with the
Company including, without limitation, consulting with the Company's employees
and attorneys with respect to, and/or appearing as a witness in, any dispute,
controversy, action or proceeding involving the Company. The Company agrees to
promptly reimburse Oblas for all expenses incurred in connection with compliance
with his obligations under this paragraph except attorney's fees incurred by
Oblas (unless such attorney's fees are subject to indemnification by the
Company).

         13. The Company acknowledges and agrees that this Agreement shall
constitute a waiver and relinquishment of any right, power or claim of any kind
or nature that the Company has against Oblas; provided, however, that if the
Company receives or is the subject of any third party claim by any stockholder,
customer, supplier, governmental agency, self regulatory organization or other
non-officer or non-director of the Company, the Company shall have the right to
seek recovery against Oblas for any claims, damages, fines, expenses, penalties,
assessments, or similar charges that arise out of or are related to any activity
of Oblas during the course and scope of his employment.


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<PAGE>   6


         14. Voluntary Counsel and Act. Oblas acknowledges and agrees that he
has had an adequate opportunity and reasonable time to review this Agreement and
its terms. Oblas understands all of the terms of this Agreement, and agrees that
such terms are fair, reasonable and not the result of any fraud, duress,
coercion, pressure or undue influence exercised by or on behalf of any Released
Parties. Oblas has agreed to enter into this Agreement and all the terms hereof
knowingly, freely and voluntarily. Oblas has been encouraged to and has been
represented and advised by independent counsel representing his independent
interests. Oblas understands and acknowledges that he has not been represented
by counsel to the Company and that such counsel cannot advise him with respect
to any matter addressed herein.

         15. Consideration and Revocation Periods. By executing this Release,
Oblas acknowledges: (i) Oblas was offered a minimum of 21 days to review this
Release and to consider whether to sign this Release and has waived such period;
(ii) Oblas has been advised that he has seven (7) days following execution of
this Agreement to revoke this Agreement (the "Revocation Period") and which
revocation must be in writing and delivered to the Company at its principal
executive offices (attention: the President) either in person or by mail within
such 7 day period. Notwithstanding anything to the contrary contained herein,
this Agreement shall not be effective or enforceable, and the Severance Package
shall not be payable and shall not be delivered or paid by the Company, until
the Revocation Period has expired without Oblas revoking this Agreement.

         16. General Provisions.

             a. Governing Law and Consent to Jurisdiction. This Agreement
         shall be governed by, and construed and interpreted in accordance with,
         the laws of the State of Colorado. Any action or proceeding in
         connection with this Agreement may be brought in any state or federal
         court in the State of Colorado. Oblas hereby irrevocably submits to the
         non-exclusive jurisdiction of such courts and waives any objections he
         may now or hereafter have as to the venue of any such action or
         proceeding brought in any such court, or that any such court is an
         inconvenient forum.

             b. Severability. In the event that any provision of this Agreement
         is adjudicated to be illegal, invalid or unenforceable, such provision
         shall be construed so as to give it the maximum effect permitted under
         applicable law, or, in the event such provision would otherwise render
         this Agreement illegal, invalid or unenforceable, such provision shall
         be considered stricken from this Agreement as if it had never been
         included herein and the remainder of this Agreement shall remain in
         full force and effect.

             c. Entire Agreement; Amendment. This Agreement constitutes the
         entire Agreement and understanding among the parties hereto with
         respect to the subject matter hereof, and supersedes all prior and
         contemporaneous negotiations, discussions, understandings,
         arrangements, representations, warranties, agreements and
         understandings whether written or oral. This Agreement may not be
         amended or modified except in a writing signed by all parties hereto.

             d. Successors and Assigns. This Agreement shall be binding
         upon each party hereto and, as applicable, his or its respective
         spouse, heirs, executors, administrators, representatives, successors
         and permitted assigns. No party hereto shall have the right to


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         assign this Agreement or any of his or its obligations or rights
         hereunder without the prior written consent of all other parties
         hereto.

             e. Counterpart. This Agreement may be executed in one or more
         counterparts, including counterparts executed by less than all parties
         hereto, each of which shall be deemed to be original, but all of which
         shall together constitute one in the same instruments.

             f. Pronouns. The number and gender of each pronoun used in this
         Agreement and the term "person" or "persons" or the like shall be
         construed to mean both the number and gender of the individual,
         corporation, limited liability, partnership, firm, trust, agency,
         government authority and other entity as the context, circumstance or
         its antecedent may require.

             g. Headings. The headings used in this Agreement are solely for
         convenience of reference and shall be given no effect in the
         construction or in the interpretation of this Agreement.

             h. Specific Performance. The parties hereto acknowledge and agree
         that the transactions contemplated by this agreement are unique in that
         remedies of law for any breach or threatened breach of this Agreement
         would be an inadequate remedy for any loss, and that any defense in any
         action for specific performance that a remedy at law would be adequate
         is hereby specifically waived. Accordingly, in the event of any actual
         or threatened breach of any of the terms of this Agreement, the
         non-breaching party shall have the right of specific performance and
         injunctive relief given affect to its right under this Agreement, in
         addition to any and all of the rights and remedies, at law or in
         equity, and also its rights and remedies are cumulative.

             i. Dispute. In the event of any dispute to enforce this Agreement,
         the prevailing party will be entitled to receive from the
         non-prevailing party its reasonable costs (including, without
         limitation, attorneys' fees, costs, expert costs, etc.) in connection
         with such dispute.

             j. Oblas acknowledges that the Company will be filing a copy of
         this Agreement with the United States Securities and Exchange
         Commission as an exhibit to its registration statement on Form S-1, as
         amended.

         THIS TERMINATION AGREEMENT AND RELEASE IS A LEALLY BINDING DOCUMENT
WITH IMPORTANT LEGAL CONSEQUENCES, INCLUDING A RELEASE OF ALL CLAIMS, KNOWING
AND UNKNOWING. YOU ARE ENTITLED TO A PERIOD OF AT LEAST TWENTY-ONE CALENDAR DAYS
IN WHICH TO REVIEW AND CONSIDER THIS DOCUMENT BEFORE SIGNING IT. YOU ALSO HAVE
THE RIGHT TO REVOKE THIS AGREEMENT WITHIN SEVEN (7) CALENDAR DAYS AFTER SIGNING
IT, BY DELIVERING A WRITTEN NOTICE OF REVOCATION TO CROSSPOINT FOODS CORPORATION
AT ITS OFFICES LOCATED AT 1050 SEVENTEENTH STREET, SUITE 195, DENVER, COLORADO
80265, ATTENTION: PRESIDENT, WITHIN SUCH SEVEN (7) DAY PERIOD. YOU ARE STRONGLY
ENCOURAGED TO CONSULT WITH YOUR OWN ATTORNEY BEFORE SIGNING THIS DOCUMENT. BY
SIGNING BELOW, YOU ACKNOWLEDGE THAT YOU HAVE READ, FULLY UNDERSTAND AND AGREE TO
ALL OF THE PROVISIONS CONTAINED IN THIS TERMINATION AGREEMENT AND RELEASE.



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                         [SIGNATURES ON FOLLOWING PAGE]



                                       8
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         IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Termination Agreement and Release as of the date set forth below.


                                   CROSSPOINT FOODS CORPORATION
                                   f/k/a GLACIER CORPORATION, on
                                   behalf of itself and on behalf of each of its
                                   Subsidiaries:


Dated: ______________________      By:  _____________________________
                                   Its: _____________________________


                                   GLACIER DISTRIBUTION COMPANY
                                   on behalf of itself and each of its
                                   Subsidiaries:


Dated: ______________________      By:  _____________________________
                                   Its: _____________________________


                                   OBLAS:


Dated: ______________________      ___________________________________
                                   Joseph A. Oblas



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<PAGE>   10
                                                                       EXHIBIT A

                               ESCROW AGREEMENT

         ESCROW AGREEMENT, dated and entered into as of the 14th day of May,
2001, by and among CrossPoint Foods Corporation, formerly known as Glacier
Corporation ("CrossPoint Foods") a Delaware corporation with its principal place
of business in Denver, Colorado, JOSEPH A. OBLAS ("Oblas"), an individual whose
address is 8410 E. Thunderhill Heights, Parker, Colorado 80134, and Wells Fargo
Bank West, National Association ("Escrow Agent"), with a principal place of
business in Denver Colorado.

         WHEREAS, Oblas holds approximately 755,556 shares of common stock of
CrossPoint Foods; and

         WHEREAS, a Termination Agreement and Release (the "Termination
Agreement") dated March 26, 2001 between CrossPoint Foods and Oblas provides for
execution and delivery of this Escrow Agreement; and

         WHEREAS, CrossPoint Foods has informed Oblas that CrossPoint Foods will
not enter into the Termination Agreement unless Oblas agrees to place all shares
of CrossPoint Foods owned by him into escrow and to enter into an escrow
agreement on the terms provided herein, the execution, delivery and fulfillment
of this Escrow Agreement being a material inducement to CrossPoint Foods to
enter into the Termination Agreement.

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

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<PAGE>   11


         1. General. This Escrow Agreement is being executed and delivered
pursuant to Section 5(c) of the Termination Agreement and is the Escrow
Agreement referred to therein and attached as Exhibit A to the Termination
Agreement. The provisions of this Escrow Agreement shall not be construed so as
to diminish or increase the obligations of the parties under the Termination
Agreement, and the other agreements, certificates and instruments provided for
or contemplated therein, except to the extent expressly provided herein.

         2. Amount Escrowed. Pursuant to the Termination Agreement, Oblas agrees
that all the shares of common stock of CrossPoint Foods owned by Oblas, after
taking into account the donation to capital described in Paragraph 5(a) of the
Termination Agreement and any reduction necessitated pursuant to Paragraph 5(b)
of the Termination Agreement ("Common Stock"), shall be deposited with the
Escrow Agent.

         3. Release of Escrow. The escrow period ("Escrow Period") shall begin
on the effective date of this Agreement and shall terminate on the earlier of
(i) 12 months from the effective date of CrossPoint Food's initial public
offering or (ii) July 31, 2002, unless prior to such date there shall be
delivered to the Escrow Agent a certificate signed by the President of
CrossPoint Foods or its successors or assigns stating that there exists a claim
against CrossPoint Foods or its successor in connection with Oblas' activity as
an employee of Crosspoint Foods, its predecessor, or any subsidiaries of
Crosspoint Foods, initiated by a third party, including not limited to, a
stockholder, customer, or supplier of CrossPoint or its successor; a government
agency; or any other non-officer or non-director of CrossPoint Foods ("Claim
Certificate"). CrossPoint Foods shall concurrently deliver to Oblas a copy of
the Claim Certificate. The Escrow Period shall continue until the claim set
forth in the Claim Certificate is settled to the


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<PAGE>   12

satisfaction of CrossPoint Foods. The Escrow Agent shall upon receipt of written
instructions from CrossPoint Foods, release all Common Stock as therein
directed.

         If no agreement between CrossPoint Foods and Oblas regarding the
release of the Escrow after the delivery of a Claim Notice can be reached after
good faith negotiation, either CrossPoint Foods or Oblas may demand arbitration
of the matter unless the amount of the damage or loss is at issue in pending
litigation with a third party, in which event arbitration shall not be commenced
until such amount is ascertained or both parties agree to arbitration; and, in
either such event, the matter shall be settled by arbitration conducted by a
single, mutually agreed upon arbitrator. If the parties fail to agree upon an
arbitrator within 10 days after arbitration is demanded, the arbitrator(s) shall
be chosen in accordance with the Commercial Arbitration Rules of the American
Arbitration Association. The decision of the arbitrator so selected as to the
validity and amount of any damages from a claim set forth in a Claim Notice may
be appealed by either party within forty-five (45) days from the date of the
arbitrator's decision. In such case, the appealing party shall provide written
notice of the appeal to the other parties hereto in accordance with Section 4 of
this Escrow Agreement. The decision of the arbitrator, if no appeal has been
duly filed, or the court, in the case of an appeal, shall be binding and
conclusive upon the CrossPoint Foods and Oblas, and notwithstanding anything in
Section 3 of this Escrow Agreement, the Escrow Agent shall be entitled to act in
accordance with such decision or court order, as applicable, and make or
withhold delivery of Common Stock out of the Escrow Fund in accordance
therewith. Such arbitration shall be conducted in the Denver, Colorado
metropolitan area.

         For purposes of this Agreement, any recovery against the Escrow Fund
shall be for all costs, expenses, awards, penalties or damages that are incurred
by CrossPoint Foods for the reasons described in this paragraph 3. The parties
agree that the Common Stock in the Escrow Fund shall be valued at the average of
the closing bid price of CrossPoint Foods' common stock during the ten trading
days immediately preceding the parties agreement on the amount of a claim set
forth in a Claim Notice or upon entry of an award by the arbitrator in an
arbitration proceeding.

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<PAGE>   13


         CrossPoint Foods and Oblas shall each pay half of the fees of the
arbitrator and the administrative fee of the American Arbitration Association
and shall pay its own expenses, including attorneys' fees and costs.

         4. Notices. Unless written notice of a different address has been given
to each of the other parties hereto in the following manner, any and all notices
and other documents required or permitted to be given under this Escrow
Agreement shall be deemed to have been properly delivered if in writing and
delivered in hand or mailed by registered or certified mail, postage prepaid and
addressed as follows:


To CrossPoint Foods:     CrossPoint Foods Corporation
                         1050 Seventeenth Street, Suite 195
                         Denver, Colorado 80265

With a copy to:          Robert W. Walter, Esq.
                         Berliner Zisser Walter & Gallegos, P.C.
                         1700 Lincoln Street, Suite 4700
                         Denver, Colorado 80203

To Oblas:                Joseph A. Oblas
                         8410 E. Thunderhill Heights
                         Parker, Colorado 80134


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To Escrow Agent:         Wells Fargo Bank West, National Association
                         Corporate Trust and Escrow Services
                         1740 Broadway, MAC C7301-024
                         Denver, Colorado  80274


Copies of all notices given to any party hereto shall be given to each other
party hereto and to their respective legal counsel (as set forth above).

         5.       Escrow Agent.

                  A. Authorization. CrossPoint shall execute and deliver to the
Escrow Agent a certificate of incumbency substantially in the form of Exhibit A
hereto for the purpose of establishing the identity of the representatives of
CrossPoint Foods entitled to issue instructions or directions to the Escrow
Agent on behalf of CrossPoint Foods. In the event of any change in the identity
of such representatives, a new certificate of incumbency shall be executed and
delivered to the Escrow Agent by CrossPoint. Until such time as the Escrow Agent
shall receive a new incumbency certificate, the Escrow Agent shall be fully
protected in relying without inquiry on CrossPoint's then current incumbency
certificate on file with the Escrow Agent. Oblas, or Oblas's personal
representative following receipt of evidence reasonably satisfactory to Escrow
Agent of such person representative's due appointment, shall be the only persons
entitled to issue instructions or directions to the Escrow Agent on behalf of
Oblas.

                  CrossPoint and Oblas shall each furnish the Escrow Agent with
a completed Form W-9, as applicable.

         B.       Concerning the Escrow Agent.


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<PAGE>   15

                           (1)      Compensation of the Escrow Agent. CrossPoint
                  and Oblas agree, jointly and severally, to pay the Escrow
                  Agent:

                                    (a)     Its fee for all services rendered by
                           it under this Agreement set forth in Exhibit B
                           incorporated herein by reference; and

                                    (b)     Reasonable compensation for services
                           rendered in connection with this Agreement but not
                           expressly provided for herein and reimbursement for
                           those expenses incurred by the Escrow Agent in
                           rendering such services, including, but not limited
                           to court costs and attorney's fees incurred as a
                           result of any dispute arising out of the Agreement,
                           unless such expenses shall have been finally
                           adjudicated to have resulted from the bad faith or
                           gross negligence of the Escrow Agent.

                           The Escrow Agent shall have a first and prior lien
                  upon the Escrow Fund to secure the payments described under
                  paragraphs (a) and (b) of this Section 5.B(1). If any such
                  payment is not timely received by the Escrow Agent, CrossPoint
                  Foods and Oblas authorize the Escrow Agent to deduct such
                  payment from the Escrow Fund. All such payments due but not
                  paid within 30 days shall accrue interest at a rate of 19
                  percent per annum.

                           (2)      Other Provisions Concerning Escrow Agent.

                                    (a)     Authority of Parties. The Escrow
                           Agent shall be under no duty or obligation to
                           ascertain the identity, authority, and/or rights of
                           the parties or their agents, except as set forth in
                           Section 5.A hereof



                                       6

<PAGE>   16

                                    (b) Other Agreements. The Escrow Agent shall
                           not be a party to, or be bound by, any agreement
                           between the parties other than this Escrow Agreement
                           whether or not a copy and/or original of such
                           agreement is held as escrowed property; and the
                           Escrow Agent shall have no duty to know or inquire as
                           to the performance or nonperformance of any provision
                           of any such agreement between the parties thereto.

                                    (c) Deposited Instruments and/or Funds. The
                           Escrow Agent assumes no responsibility for the
                           validity or sufficiency of any instrument held as
                           escrowed property, except as expressly and
                           specifically set forth in this Escrow Agreement.

                                    (d) Late Payments or Performance. The Escrow
                           Agent may accept any payment or performance required
                           under this Agreement after the date such payment or
                           performance is due, unless subsequent to such date,
                           but prior to the actual date of payment or
                           performance, the Escrow Agent is instructed in
                           writing by CrossPoint Foods and Oblas not to accept
                           such payment or performance.

                                    (e) Escheat. CrossPoint Foods and Oblas are
                           aware that under Colorado law, escrowed property
                           which is presumed abandoned may escheat to the State.
                           The Escrow Agent shall have no liability to
                           CrossPoint Foods, Oblas, their respective heirs,
                           legal representatives, successors and assigns, should
                           any or all of the Escrow Fund become escheatable or
                           escheat by operation of law.



                                       7
<PAGE>   17


                                    (f) Non-Liability. The Escrow Agent shall
                           not be liable for any act or omission while acting in
                           good faith and in the exercise of its own best
                           judgment. Any act or omission by the Escrow Agent
                           pursuant to the advice of its attorneys shall be
                           conclusive evidence of such good faith. The Escrow
                           Agent shall have the right to consult with counsel at
                           the expense of CrossPoint Foods and Oblas whenever
                           any question arises concerning the Agreement and
                           shall incur no liability for any delay reasonably
                           required to obtain such advice of counsel. The Escrow
                           Agent shall not be liable for the alteration,
                           modification or elimination of any right permitted or
                           given under the instructions set forth in this
                           Agreement and/or in any document deposited under this
                           Escrow Agreement pursuant to any Statute of
                           Limitations or by reason of laches. The Escrow Agent
                           shall have no further responsibility or liability
                           whatsoever to either CrossPoint Foods or Oblas
                           following a complete distribution of the Escrow Fund
                           pursuant to this Escrow Agreement. The Escrow Agent
                           shall not incur any liability with respect to any act
                           or omission in reliance upon any document, including
                           any written notice or instruction provided for in the
                           Escrow Agreement. In performing its obligations
                           hereunder, the Escrow Agent shall be entitled to
                           presume, without inquiry, the due execution, validity
                           and effectiveness of all documents it receives, and
                           also the truth and accuracy of any information
                           contained therein. The Escrow



                                       8
<PAGE>   18


                           Agent shall not be responsible or liable for any
                           diminution of principal of the Escrow Fund or any
                           interest penalty, whatsoever, for any reason.

                                    (g) Indemnification. CrossPoint Foods and
                           Oblas agree, jointly and severally, to indemnify and
                           hold harmless the Escrow Agent from any liability,
                           cost or expense whatsoever, including, but not
                           limited to, attorney's fees incurred by reason of
                           accepting this Escrow Agreement and/or the Escrow
                           Fund, unless any such liability, cost or expense
                           shall have been finally adjudicated to have resulted
                           from the bad faith or gross negligence of the Escrow
                           Agent.

                                    (h) Disagreements. If any disagreement or
                           dispute arises between the parties to this Agreement
                           concerning the meaning or validity of any provision
                           hereunder or concerning any other matter relating to
                           this Agreement, the Escrow Agent:

                                            (x)  Shall be under no obligation to
                                        act, except under process or order of
                                        court, or until it has been adequately
                                        indemnified to its full satisfaction,
                                        and shall sustain no liability for its
                                        failure to act pending such process,
                                        court order or indemnification; and

                                            (y)  May, in its sole and absolute
                                        discretion, interplead the Escrow Fund
                                        or that portion of the Escrow Fund it
                                        then holds with the District Court of
                                        the City and County of Denver, State of
                                        Colorado, and name the Parties


                                       9
<PAGE>   19


                                        in such interpleader action. Upon filing
                                        the interpleader action, the Escrow
                                        Agent shall be relieved of all liability
                                        as to the Escrow Fund and shall be
                                        entitled to recover from the parties its
                                        reasonable attorneys' fees and other
                                        costs incurred in commencing and
                                        maintaining such action. The parties by
                                        signing this Agreement submit themselves
                                        to the jurisdiction of such court and do
                                        appoint the Clerk of such Court as their
                                        agent for the service of all process in
                                        connection with such proceedings. In no
                                        event shall the institution of such
                                        interpleader action impair the rights of
                                        the Escrow Agent described in
                                        Section 5(C) of this Agreement.

                                    (i) Attachment of Escrow Fund; Compliance
                           with Legal Orders. In the event that the Escrow Fund
                           shall be attached, garnished or levied upon by any
                           court order, or the delivery thereof shall be stayed
                           or enjoined by an order of a court, or any order,
                           judgment or decree shall be made or entered by any
                           court order affecting the property deposited under
                           this Escrow Agreement, the Escrow Agent is hereby
                           expressly authorized, in its sole discretion, to obey
                           and comply with all writs, orders or decrees so
                           entered or issued, which it is advised by legal
                           counsel of its own choosing is binding upon it,
                           whether with or without jurisdiction, and in the
                           event that the Escrow Agent obeys or complies with
                           any such writ,


                                       10
<PAGE>   20


                           order or decree it shall not be liable to CrossPoint
                           Foods or Oblas or to any other person, firm or
                           corporation, by reason of such compliance
                           notwithstanding such writ, order or decree be
                           subsequently reversed, modified, annulled, set aside
                           or vacated.

                           (j)      Tax Matters.

                                            (x) Reporting of Income. The Escrow
                                    Agent shall report to the Internal Revenue
                                    Service, as of each calendar year-end, and
                                    to Oblas, all income earned from any sum
                                    held in the Escrow Fund against Oblas, as
                                    and to the extent required under the
                                    provisions of the Internal Revenue Code of
                                    1986,as amended, and the regulations
                                    promulgated thereunder (the "Code").

                                            (y) Preparation and Filing of Tax
                                    Returns. Oblas is required to prepare and
                                    file any and all income or other tax returns
                                    applicable to the Escrow Fund with the
                                    Internal Revenue Service and all required
                                    state and local departments of revenue in
                                    all years income is earned in any particular
                                    tax year as and to the extent required under
                                    the provisions of the Code.

                                            (z) Unrelated Transactions. The
                                    Escrow Agent shall have no responsibility
                                    for the preparation and/or filing of any tax
                                    or information return with respect to any
                                    transaction, whether or not related to this
                                    Agreement, which occurs outside the Escrow
                                    Fund.

                                       11

<PAGE>   21

                           (k) Resignation or Removal of Escrow Agent. The
                  Escrow Agent may resign as such following the giving of thirty
                  (30) days prior written notice to the other parties hereto.
                  Similarly, the Escrow Agent may be removed and replaced
                  following the giving of thirty (30) days prior written notice
                  to the Escrow Agent by the other parties hereto. In either
                  event, the duties of the Escrow Agent shall terminate (30)
                  days after receipt of such notice (or as of such earlier date
                  as may be mutually agreeable); and the Escrow Agent shall then
                  deliver the balance of the moneys or assets then in its
                  possession to a successor escrow agent as shall be appointed
                  by the other parties hereto as evidenced by a written notice
                  filed with the Escrow Agent. CrossPoint Foods and Oblas agree
                  that [a] a successor escrow agent shall be appointed by
                  CrossPoint Foods with Oblas's consent, which consent shall not
                  be unreasonably withheld or delayed, and [b] any successor
                  escrow agent shall be a national banking association having a
                  combined capital and surplus of not less than $100 million.

                           If the other parties hereto have failed to appoint a
                  successor escrow agent as provided herein prior to the
                  expiration of thirty (30) days following receipt of the notice
                  of resignation or removal, the Escrow Agent may appoint a
                  successor or petition any court of competent jurisdiction for
                  the appointment of a successor escrow agent or for other
                  appropriate relief, and any such resulting appointment shall
                  be binding upon all of the parties hereto.

         6.       Governing Law. This Escrow Agreement shall be governed by and
construed in accordance with the laws of the State of Colorado applicable to
agreements made therein


                                       12
<PAGE>   22

         7.       Assignment. This Escrow Agreement and all actions taken
hereunder in accordance with its terms shall be binding upon and inure to the
benefit of the parties hereto, and their respective successors and assigns
except that this Escrow Agreement may not be assigned by Escrow Agent.

         8.       Appointment. Wells Fargo Bank West, National Association
accepts appointment as Escrow Agent and agrees to be bound by the provisions
hereof.

         9.       Captions. Captions herein have been inserted solely for
convenience or reference and in no way define, limit or describe the scope or
substance of any provision of this Escrow Agreement.




                                       13
<PAGE>   23


         IN WITNESS WHEREOF, the parties hereto have signed or caused this
Escrow Agreement to be signed as of the day and year first above written.



WELLS FARGO BANK WEST,              CROSSPOINT FOODS CORPORATION:
NATIONAL ASSOCIATION:


By:____________________________     By:______________________________
Title: ________________________     Title: __________________________



OBLAS:


-------------------------------
Joseph A. Oblas




                                       14
<PAGE>   24


                                    EXHIBIT A

                            CERTIFICATE OF INCUMBENCY


         The undersigned, ____________________, of ______________, hereby
certifies that the following named officers are duly appointed, qualified and
acting in the capacity set forth opposite his/her name, and the following
signature is the true and genuine signature of said officer.

                  Name              Title              Signature
         ------------------     -------------    -----------------------

         ------------------     -------------    -----------------------


         Such officers are hereby authorized to furnish the Escrow Agent with
directions relating to any matter concerning this Escrow Agreement and the funds
and/or property held pursuant thereto.

         IN WITNESS WHEREOF, ____________________ has caused this Certificate of
Incumbency to be executed by its officer duly authorized this _____ day of
_______,200__.

                                         [Name of Party]

                                         By _________________________
                                         Name________________________
                                         Title_______________________




                                       15
<PAGE>   25


                                    EXHIBIT B

                          Escrow Agent's Compensation

         For its services under this Agreement, Escrow Agent shall receive a fee
of $____ payable upon execution of this Agreement. The Escrow Agent's fees shall
be equally split between CrossPoint and Oblas.






                                       16
<PAGE>   26


                                                                       EXHIBIT B


                                LOCK-UP AGREEMENT


                                  May 14, 2001

CrossPoint Foods Corporation
1050 Seventeenth Street
Suite 195
Denver, Colorado 80265

Schneider Securities, Inc.
Suite 900
1120 Lincoln Street
Denver, Colorado 80203

Ladies and Gentlemen:

         Joseph A. Oblas ("Oblas") understands that Schneider Securities, Inc.
(the "Representative") proposes to enter into an Underwriting Agreement with
CrossPoint Foods Corporation, formerly known as Glacier Corporation (the
"Company") providing for the public offering of shares of common stock of the
Company pursuant to a Registration Statement on Form S-1 (the "Registration
Statement") filed with the Securities and Exchange Commission. All common stock
of the Company registered by the Registration Statement shall be referred to
herein as "Common Stock."

         In consideration of the agreement by the Representative to offer and
sell the Common Stock pursuant to the Registration Statement, and of other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and in consideration of the Company entering into the Termination
Agreement and Release to which this Agreement is an exhibit, Oblas agrees that
he will not, directly or indirectly, for a period of 12 months following the
date of the definitive prospectus filed as a part of the Registration Statement,
sell, offer to sell, contract to sell, grant any option for the sale of, grant
any security interest in, pledge, hypothecate, or otherwise sell or dispose of
any of the Company's common stock, or any options or warrants to purchase any
Company's common stock, or any securities exercisable, convertible into or
exchangeable for the Company's common stock, or any interest in such securities
or rights (collectively with all of the foregoing, the "Securities"), owned
directly by Oblas as of the effective date of the Registration Statement
("Effective Date") or with respect to which Oblas has the power of disposition
as of the Effective Date, other than with the prior written consent of the
Representative and the Company. Oblas also agrees and consents to the entry of
stop transfer instructions with the Company's transfer agent and registrar
against the transfer of any of the Securities held by Oblas except in compliance
with the foregoing restrictions. With the Company's consent, the Representative
may in its sole discretion, without notice, release all or any portion of the
Securities subject to this Lock-Up Agreement or any similar agreement executed
by any other security holder and, if the Representative releases any Securities
of any other security holder, the Securities owned by Oblas shall not be
entitled to be

<PAGE>   27


CrossPoint Foods Corporation
Schneider Securities, Inc.
Page 2


released from this Lock-Up Agreement, provided, however, that in the event the
Representative agrees to release from lock-up agreements 10% or more of the
shares of common stock of the Company held by the all of the officers of the
Company then, in such event, the Representative agrees to release the same
percentage of the Securities owned by Oblas as is equal to the percentage of the
shares released for all of the officers of the Company. Furthermore, the
Representative may in its sole discretion, without notice, agree with any state
administrator that it will not, for a period of up to 12 months from the
Effective Date, give prior written consent to any release of Securities subject
to this Lock-Up Agreement.

         In addition, Oblas agrees that he will not sell, pledge, hypothecate or
otherwise dispose of such Securities pursuant to the exemption afforded by Rule
701 under the Securities Act of 1933, as amended, for a period of 12 months
after the Effective Date without the prior written consent of the
Representative.

         Oblas further agrees that he shall not enter into any swap or other
arrangement that transfers all or a portion of the economic consequences
associated with the ownership of any Securities owned by Oblas on the Effective
Date (regardless of whether any of the transactions are to be settled by the
delivery of Securities, other securities, cash or otherwise), for a period of 12
months after the Effective Date without the prior written consent of the
Representative.

         Oblas further agrees that he shall not enter sell, transfer,
hypothecate or convey any Securities described above through a "Regulation S"
transaction for a minimum period of five years from the Effective Date without
the prior written consent of the Representative.

         Oblas further agrees that all of the rights, authority and preemptive
provisions granted to the Representative pursuant to this Lock-Up Agreement may
be transferred by the Representative to any other NASD member firm that
participates in the proposed public offering of the Common Stock. The Company
shall not transfer or assign its rights hereunder except by operation of law.

         In addition to the foregoing, Oblas agrees that all of the Securities
described above shall be held in a designated escrow account under an escrow
agreement that is dated contemporaneously herewith for a period of 12 months
from the Effective Date. After conclusion of such 12 month period, Oblas agrees
that the escrow agent shall deposit the certificates representing all of the
escrowed Common Stock owned by him in an account that will be established for
Oblas by the Representative at its principal office. Oblas further agrees that
he shall not sell, transfer, hypothecate or convey any of the Securities
described above in an amount greater than 1/2% of the total publicly registered
shares of the Company in any fiscal quarter for a period commencing 12 months
from the Effective Date and ending 24 months after the Effective Date without
the prior written consent of the Representative and the Company.

<PAGE>   28


CrossPoint Foods Corporation
Schneider Securities, Inc.
Page 3



         Oblas understands that the Company and the Representative will
undertake the public offering in reliance upon this Lock-Up Agreement.

         IN WITNESS WHEREOF, the parties have executed this Lock-Up Agreement on
the date set forth above.


                                         CROSSPOINT FOODS COMPANY
                                         f/k/a Glacier Corporation:

                                         By: __________________________________
                                         Print Name:  _________________________


                                         SCHNEIDER SECURITIES, INC.:


                                         By: __________________________________
                                         Print Name:  _________________________


                                         OBLAS:


                                         ---------------------------
                                         Joseph A. Oblas