EXHIBIT 10.1




EXHIBIT 10.1

                           YEAR 2000 STOCK AWARD PLAN

1. Purpose. This Year 2002 Stock Award (the 'Plan') of Cryocon Inc., (the
'Company') for selected employees, officers, directors and key consultants and
advisors to the Company is intended to advance the best interests of the Company
by providing personnel who have substantial responsibility for the management
and growth of the Company and its subsidiaries with additional incentive by
increasing their proprietary interest in the success of the Company, thereby
encouraging them to remain in the employ of the Company or any of its
subsidiaries.

2. Administration. The Plan shall be administered by the Board of Directors of
the Company (the 'Board') which shall keep the minutes of its proceedings with
regard to the Plan and all records, documents, and data pertaining to its
administration of the Plan. A majority of the members of the Board shall
constitute a quorum for the transaction of business, and the vote of a majority
of those members present at any meeting shall decide any question brought before
that meeting. In addition, the Board may take any action otherwise proper under
the Plan by the affirmative vote, taken without a meeting, of a majority of its
members. Any decision or determination reduced to writing and signed by a
majority of the members shall be as effective as if it had been made by a
majority vote at a meeting properly called and held. All questions of
interpretation and application of the Plan shall be subject to the determination
of the Board. The actions of the Board in exercising all of the rights, powers
and authorities set out in this Plan, when performed in good faith and in its
sole judgment, shall be final, conclusive, and binding on the parties.

3. Shares Available Under the Plan. The stock subject the Stock Awards shall be
shares of the Company's Common Stock, without par value (the 'Common Stock').
The total number of shares of Common Stock available under the Plan shall not
exceed in the aggregate 190,000. Such shares may be treasury shares or
authorized but unissued shares.

4. Eligibility. The individuals who shall be eligible to participate in the Plan
shall be any officer, director, employee, consultant, advisor or other person
providing key services to the Company who are not engaged in any prohibited
activity (hereinafter such persons may sometimes be referred to as the 'Eligible
Individuals.') Prohibited Activity shall include the following: i. services
rendered to the Company not in connection with a capital raising or market
making transaction; ii. services in connection with the offer or sale of
securities in a capital-raising transaction that directly or indirectly promotes
or maintains a market for the Company's securities. iii. services by current or
future auditors of the Company. iv. services performed by compensate promoters
of the Company. v. services involving any promotion or marketing of the Company
or shareholder or investor relations services and vi. services in connection
with a shell merger.

5. Authority to Grant Stock Awards. The Board in its discretion and subject to
the provisions of the Plan, may grant the following from time to time to
eligible individuals of the Company: (a) Stock Awards. The Board may award and
issue shares of Common Stock under the Plan to an eligible individual ('Stock
Award'). Stock Awards may be made in lieu of cash compensation or as additional
compensation. Stock Awards may also be made pursuant to performance based goals
established by the Board.

Subject only to any applicable limitations set forth in the Plan, the number of
shares of Common Stock covered by any Stock Award, shall be determined by the
Board.

6. Stock Awards. (a) Awards in Lieu of Compensation. The Board may grant Common
Stock to an Eligible Individual under the Plan, without any payment by the
individual, in lieu of certain cash compensation or as additional compensation.
The Stock Award is subject to appropriate tax withholding. After compliance with
the tax withholding requirements, a stock certificate shall be issued to the
individual recipient of the Stock Award. The certificate shall bear such legend,
if any, as the Board determines is reasonably required by applicable law. Prior
to receipt of a Stock Award, the individual must comply with appropriate
requests of the Board to assure compliance with all relevant laws. (b)
Performance Based Awards. The Board may award shares of Common Stock, without
any payment for such shares, to designated individuals if specified performance
goals established by the Board are satisfied. The designation of an employee
eligible for a specific performance based Stock Award shall be made by the Board
in writing prior to the beginning of the 12-month period for which the
performance is measured. The Board shall establish the number of shares to be
issued to a designated employee if the performance goal is met. The Board must
certify in writing that a performance goal has been met prior to issuance of any
certificate for a performance based Stock Award to any employee. If the Board
certifies the entitlement of an employee to the performance based Stock Award,
the certificate shall be issued to the employee as soon as administratively
practicable, and subject to other applicable provisions of the Plan, including
but not limited to, all legal requirements and tax withholding. Performance
goals determined by the Board may be based on specified increases in net
profits, stock price, Company or segment sales, market share, earnings per
share, and/or return on equity.

7. The Company may, but shall not be obligated to, register any securities
covered by a Stock Award pursuant to the 1933 Act (as now in effect or as
hereafter amended) and, in the event any shares are registered, the Company may
remove any legend on certificates representing these shares. The Company shall
not be obligated to take any other affirmative action in order to cause the
Stock Award to comply with any law or regulation of any governmental authority.

8. Employment Obligation. The granting of any Stock Award shall not impose upon
the Company any obligation to employ or continue to employ any grantee; and the
right of the Company to terminate the employment of any officer or other
employee shall not be diminished or affected by reason of the fact that a Stock
Award has been granted to him.

9. Changes in the Company's Capital Structure. The existence of outstanding
Stock Awards shall not affect in any way the right or power of the Company or
its shareholders to make or authorize any or all adjustments, recapitalizations,
reorganizations or other changes in the Company's capital structure or its
business, or any merger or consolidation of the Company, or any issue of bonds,
debentures, preferred or prior preference stock ahead of or affecting the Common
Stock or the rights thereof, or the dissolution or liquidation of the Company,
or any sale or transfer of all or any part of its assets or business, or any
other corporate act or proceeding, whether of a similar character or otherwise.
If the Company effects a subdivision or consolidation of shares or other capital
readjustment, the payment of a dividend in capital stock or other equity
securities of the Company on, its Common Stock, or other increase or reduction
of the number of shares of the Common Stock outstanding, without receiving
consideration therefore in money, services, or property, or the reclassification
of its Common Stock, in whole or in part, into other equity securities of the
Company, then (a) the number, class and per share price of shares of Common
Stock subject to Stock Awards hereunder shall be appropriately adjusted (or in
the case of the issuance of other equity securities as a dividend on, or in a
reclassification of, the Common Stock, the Stock Awards shall extend to such
other securities) in a manner so as to entitle a grantee to receive, for the
same aggregate cash consideration, and for an award of pending performance based
Stock Awards, the same total number and class or classes of shares or in the
case of a dividend of, or reclassification into, other equity securities, those
other securities) he would have held after adjustment if the Stock Award was
earned, immediately prior to the event requiring the adjustment, or, if
applicable, the record date for determining shareholders to be affected by the
adjustment; and (b) the number and class of shares then reserved for issuance
under the Plan (or in the case of a dividend of, or reclassification into, other
equity securities, those other securities)shall be adjusted by substituting for
the total number and class of shares of stock then reserved, the number and
class or classes of shares of stock (or in the case of a dividend of, or
reclassification into, other equity securities, those other securities) that
would have been received by the owner of an equal number of outstanding shares
of Common Stock as a result of the event requiring the adjustment. Comparable
rights shall accrue to each employee in the event of successive subdivisions,
consolidations, capital adjustments, dividends or reclassifications of the
character described above. Appropriate adjustments shall also be made to pending
Stock Awards. Except as hereinbefore expressly provided, the issue by the
Company of shares of stock of any class, or securities convertible into shares
of stock of any class, for cash or property, or for labor or services either
upon direct sale or upon the exercise of rights or warrants to subscribe
therefore, or upon conversion of shares or obligations of the Company
convertible into such shares or other securities, shall not affect, and no
adjustment by reason thereof shall be made with respect to, the number or price
of shares of Common Stock then subject to outstanding Stock Awards.

10. Amendment or Termination of Plan. The Board may at any time alter, suspend
or terminate the Plan.

11. Forfeitures. Notwithstanding any other provisions of this Plan, if the Board
finds by a majority vote after full consideration of the facts that the
employee, before or after termination of his employment with the Company or its
subsidiaries for any reason (a) committed or engaged in fraud, embezzlement,
theft, commission of a felony, or proven dishonesty in the course of his
employment by the Company or its subsidiaries, which conduct damaged the Company
or its subsidiaries, or disclosed trade secrets of the Company or its
subsidiaries, or (b) participated, engaged in or had a financial or other
interest, whether as an employee, officer, director, consultant, contractor,
shareholder, owner, or otherwise, in any commercial endeavor in the United
States which is competitive with the business of the Company or its subsidiaries
without the written consent of the Company or its subsidiaries, the employee
shall forfeit all outstanding Stock Awards which are not fully vested, including
all rights related to such matters, and including any performance based Stock
Awards to which he may be entitled, and other elections pursuant to which the
Company has not yet delivered a stock certificate. Clause (b) shall not be
deemed to have been violated solely by reason of the employee's ownership of
stock or securities of any publicly owned corporation, if that ownership does
not result in effective control of the corporation. The decision of the Board as
to the cause of the employee's discharge, the damage done to the Company or its
subsidiaries, and the extent of the employee's competitive activity shall be
final. No decision of the Board, however, shall affect the finality of the
discharge of the employee by the Company or its subsidiaries in any manner. To
provide the Company with an opportunity to enforce this Section, no certificate
for Stock may be issued under this Plan without the certification by the Board
that no action forbidden by this provision has been raised for their determination.

12. Tax Withholding. The Company shall be entitled to deduct from other
compensation payable to each employee any sums required by federal, state, or
local tax law to be withheld with respect to the grant, vesting, as appropriate,
of an Stock Award. In the alternative, the Company may require the employee (or
other person receiving the Stock Award) to pay the sum directly to the employer
corporation.

13. Written Agreement. Each Stock Award granted hereunder shall be embodied in a
written agreement, which shall be subject to the terms and conditions prescribed
herein, and shall be signed by the grantee and by an appropriate officer of the
Company on behalf of the Company. Each agreement shall contain other provisions
which the Board in its discretion shall deem advisable.

14. Governing Law and Interpretation. This Plan shall be governed by the laws of
the state of Florida. Headings contained in this
Plan are for convenience only and shall in no manner be construed as part of
this Plan.

15. Effective Date of Plan. The Plan shall become effective as of July 1, 2002
(the 'Effective Date') and shall terminate on the 1st anniversary of the
Effective Date.