AGREEMENT









EXHIBIT

10.16




AGREEMENT




 




 




THIS AGREEMENT, dated November 30, 2001, is by and among Aetrium

Incorporated (“Aetrium”) and Keith E. Williams, Karen M. Williams,

Bartholomew E. Williams, Marlys A. Williams, Dona M. Williams, Jackie

Candelier, Bart Gilbert, William J. Evans, John Estridge, Damon L. Coalson, Hal

Preston and Donna Christenson (individually and collectively, the “Williams

Member(s)”, and Keith E. Williams sometimes the “Williams

Representative”).




 




RECITALS




 




A.           The Williams Members own shares of Aetrium common

stock as scheduled on Exhibit A (the “Scheduled Shares”).




 




B.             The Williams Members each wish to sell their Scheduled

Shares and Aetrium wishes to purchase the Scheduled Shares pursuant to the

terms of this Agreement.




 




NOW THEREFORE, in consideration of the premises and the mutual promises

and covenants contained herein, the parties agree as follows:




 




1.               Purchase and Sale of Scheduled Shares. Each Williams Member hereby sells to

Aetrium the Scheduled Shares set forth in Exhibit A opposite his/her name, and

Aetrium hereby purchases from the Williams Members the Scheduled Shares for a

purchase price per share of $1.275 and a total purchase price of $543,672.75

(the “Purchase

Price”). Aetrium acknowledges receipt of the certificates scheduled

on Exhibit A, duly endorsed.




 




2.               Delivery of Purchase Price. 

Concurrently with execution of this Agreement, Aetrium has delivered to

Oppenheimer Wolff and Donnelly LLP, Minneapolis office (the “Escrow Agent”)

by wire transfer the full amount of the Purchase Price (the “Escrowed

Funds”), to be held and disbursed in accordance with Section 8

hereof.




 




3.               Put Option.  Each

Williams Member hereby grants to Aetrium the option to sell to such Williams

Member a number of shares of Aetrium common stock equal to the number of

Scheduled Shares set forth in Exhibit A opposite his/her name for a per share

price equal to the per share Purchase Price, which option may be exercised at

any time between December 31, 2001 and January 31, 2002, inclusive of such

dates (the “Option

Exercise Period”), and which option will expire and be of no further

force or effect at the end of the Option Exercise Period (individually and

collectively, the “Put Option(s)”). Each Put Option may be

exercised only as a part of a contemporaneous exercise of all Put Options. The

Put Options will be exercised upon written notice of such exercise by Aetrium

to the Williams Representative, whereupon the sale of shares of Aetrium common

stock pursuant to exercise of the Put Options (the “Option Shares”) will be

deemed completed. Payment for the Option Shares will be made by disbursement of

the 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 stock

transfer agent to issue to each Williams Member a certificate for the number of

Option Shares equal to the number of Scheduled Shares scheduled on Exhibit A

opposite his/her name and deliver such certificate to such Williams Member at

his/her address set forth on Exhibit A or in accordance with such other written

delivery instructions as such Williams Member gives to Aetrium prior to

commencement of the Option Exercise Period.




 




5.               Aetrium Expenses. The Williams Members will be liable for all expenses

incurred by Aetrium in connection with this Agreement, including out of pocket

costs for fees and disbursements of counsel and accountants, loss, liability,

costs and expenses of the Escrow Agent, and in the event of registration of

Option Shares pursuant to Section 9 hereof, all registration, filing and NASD

fees, printing expenses, and other expenses of complying with state securities

or blue sky laws of any jurisdictions in which the Registrable Securities (as

defined in Subsection 9.1) are to be registered or qualified, and $1,800 for

Aetrium’s internal costs. In the event Aetrium exercises the Put Options, all

income earned on the Escrowed Funds during escrow will be applied to such

expenses. The Williams Representative will promptly pay Aetrium for all other

expenses upon receipt of invoice therefor. Reimbursement to the Williams

Representative by the other Williams Members for such payments is a matter of

separate agreement among the Williams Members. Aetrium will have no liability

for, and the Williams Members will be solely responsible for, their own costs

and expenses, including fees and disbursements of their counsel and

accountants, and, in the event of registration of Option Shares, each Holder

(as defined in Subsection 9.2 hereof) will be solely responsible for discounts

and commissions, fees and disbursements of counsel and accountants for the

Holder and any other expenses incurred by the Holder in connection with

registration of the Registrable Securities or the disposition of Registrable

Securities pursuant thereto.




 




6.               Aetrium Disclosures.




 




a.               A number of risks and uncertainties exist which could

impact the Aetrium’s future operating results. These risks and uncertainties

include, but are not limited to, general economic conditions, competition, the

Aetrium’s success in developing new products and technologies, market

acceptance of new products, risks and unanticipated costs associated with

integrating or restructuring acquired or existing operations, and other factors,

including those set forth in the Aetrium’s SEC filings, including its Annual

Report on Form 10-K for the year ended December 31, 2000 and its Quarterly

Report on Form 10-Q for the quarter ended September 30, 2001.




 




b.              Aetrium is considering implementing an expense

reduction program in December 2001 that would include a significant workforce

reduction as well as other expense reduction measures. The workforce reduction

would include all areas of operations and all levels of personnel, but would be

implemented primarily in Aetrium’s North St. Paul facility. Although Aetrium

management believes this action is necessary and appropriate, if implemented it

will decrease Aetrium’s 




 




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capabilities in

production, sales and engineering and accordingly may have a negative impact on

Aetrium’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 A

opposite his/her name, free and clear of all liens, encumbrances and third

party rights.




 




b.              He/she

has received and reviewed Aetrium’s 2000 Annual Report, its Annual Report on Form 10-K for the year

ended December 31, 2000, its Proxy Statement for its Annual Meeting held on May

22, 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 by

Aetrium hereunder, and has been given access to full and complete information

regarding Aetrium and has utilized such access to his/her satisfaction for the

purpose of obtaining information in addition to, or verifying information

included in, the referenced documents and disclosures.




 




c.               He/she

believes he/she, either alone or with the assistance of his/her professional

advisor, has such knowledge and experience in financial and business matters

that he/she is capable of reading and interpreting financial statements and

evaluating 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 Option

Shares pursuant to exercise of the Put Option, and has obtained, to the extent

he/she deems necessary, his/her own personal professional advice with respect

to such merits and risks and the suitability of the potential investment in the

Option Shares in light of his/her financial condition and investment needs.




 




d.              He/she

understands that whether or not the Put Option is exercised is entirely within

the discretion of Aetrium. In addition, the trading price of Aetrium common

stock is subject to significant fluctuations, and he/she understands that, if

the Put Option is exercised, there can be no assurance that the trading price

of Aetrium common stock at the time of such exercise will not be less than the

current trading price.




 




e.               He/she

understands that the Option Shares as an investment would involve a high degree

of risk, including without limitation the risks set forth and referenced in

Section 6 hereof. He/she further understands that if the Put Option is

exercised there is no assurance that an adequate public market will be

available for the sale of the Option Shares when and if he/she decides to

liquidate his/her investment in the Option Shares.




 




f.                 In the

event the Put Option is exercised, he/she believes that the investment in the

Option Shares is suitable for him/her based upon his/her investment objectives

and financial needs, and he/she is in a financial position to hold the Option

Shares for an indefinite period of time, has adequate means for providing for

his/her current financial needs and personal contingencies and has no need for

liquidity of




 




3





























 




investment with respect to the Option Shares, and is

able to bear the economic risk and withstand a complete loss of his/her

investment in the Option Shares.




 




g.              In the

event the Put Option is exercised, he/she will purchase the Option Shares in

his/her name solely for his/her own beneficial interest and for investment, and

not as nominee for, or on behalf of, or for the beneficial interest of, or with

the intention to transfer to, any other person, trust or organization.




 




h.              He/she is

a resident of the State of Texas, and his/her address and social security

number are as scheduled on Exhibit A.




 




i.                  He/she

understands that if the Put Option is exercised, the Option Shares will not be

registered under the Securities Act (as defined in Subsection 9.1) or

applicable state securities laws and that such securities are being offered and

will be sold pursuant to exemptions from such laws and that Aetrium’s reliance

upon such exemptions is predicated in part on his/her representations as contained

herein. He/she further understands that he/she may not dispose of or transfer

the Option Shares without first obtaining the opinion of counsel to Aetrium

that such proposed disposition or transfer lawfully may be made without the

registration of such securities pursuant to the Securities Act and applicable

state securities laws, or such registration.




 




j.                  He/she

has relied on his/her own tax advisors with respect to the income tax effects

of the transactions contemplated hereunder, and has received no advice thereon

from Aetrium or any Aetrium representative.




 




8.               Escrow.




 




a.               The Escrow Agent

is hereby authorized and directed to invest the Escrowed Funds in the Oppenheimer Wolff & Donnelly Savings

Trust Account, or in such other

obligations as are specified in written instructions signed by or on behalf of

Aetrium and the Williams Representative.




 




b.              Upon receipt by

the 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 will

promptly wire transfer to Aetrium the Escrowed Funds and all income then earned

thereon.




 




c.               In the event the

Escrow Agent receives no such notice from Aetrium of exercise of the Put

Options, then upon receipt by the Escrow Agent on or after February 1, 2002 of

written notice from the Williams Representative requesting disbursement of the

Escrowed Funds, which notice will include wire transfer instructions, the Escrow

Agent will promptly wire transfer the Escrowed Funds and all income then earned

thereon in accordance with such instructions.




 




d.              The duties and

obligations of the Escrow Agent will be determined solely by the express

provisions of this Section 8 and the Escrow Agent will not be liable except for

the performance of such duties and obligations as are specifically set 




 




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forth in this Section. The

Escrow Agent will not be responsible in any manner whatsoever for any failure

or inability of Aetrium or the Williams Representative or of anyone else to

perform or comply with any of the provisions of this Section or any other

agreement. The Escrow Agent will not be

bound by any modification, cancellation or rescission of the provisions of this

Section unless in writing and signed by it, Aetrium and the Williams

Representative .




 




e.               In the performance

of its duties hereunder, the Escrow Agent will be entitled to rely upon any

document, instrument or signature believed by it to be genuine and signed by

either of Aetrium, the Williams Representative or their successors.  The successor of either such party will be

as set forth in a signature certificate delivered to the Escrow Agent, in form

satisfactory to the Escrow Agent.  The

Escrow Agent may assume that any person purporting to give any notice of

instructions in accordance with the provisions hereof has been duly authorized

to do so.




 




f.                 The Escrow Agent

will not be liable for any error in judgment, or any action taken or omitted to

be taken hereunder, including without limitation, for any loss or tax

consequence resulting from any investment or any sale of any investment made

hereunder, except in the case of its bad faith, willful misconduct or its own

gross negligence.  The Escrow Agent will

be entitled to consult with counsel of its choosing and will not be liable for

any action taken or omitted by it in accordance with the advice of such

counsel. If the Escrow Agent is uncertain

as to its duties or rights hereunder, or is of the opinion that there is a

dispute hereunder, or is of the opinion that there is a dispute between Aetrium

and the Williams Members arising out of or in connection with this Escrow

Agreement, or receives instructions from Aetrium or the Williams Representative

with respect to the Escrowed Funds which, in its opinion, are in conflict with

any of the provisions of this Section, the Escrow Agent will be entitled to

refrain from taking any action until such time as there has been a final

determination of the rights of Aetrium and the Williams Members with respect to

the Escrowed Funds, or deposit the Escrowed Funds and all income earned

thereon with any court of competent

jurisdiction pending the final determination of any dispute among such parties.




 




g.              The Escrow Agent will not be under any obligation to take any legal

action in connection with this Section 8 or for its enforcement or to appear

in, 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, and

as often as required by it, it is furnished with security and indemnity

satisfactory to it against all such costs, expenses, losses or liability.




 




h.              The Escrow Agent

or any successor to it as escrow agent hereafter appointed may at any time

resign and be discharged of the duties imposed hereunder by giving notice to

Aetrium and the Williams Representative, such resignation to take effect upon

the earlier of the appointment of a successor escrow agent by Aetrium and the

Williams Representative, or ninety (90) days after the giving of such notice

(provided that prior to the expiration of such 90-day period, the Escrow Agent

has 




 




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deposited the Escrowed Funds

and all income earned thereon with the office of the clerk of the court of any

court of competent jurisdiction).




 




i.                  Aetrium will

reimburse the Escrow Agent for out-of-pocket expenses, including without

limitation legal fees, postage, wire-transfer charges, disbursements and

advances, incurred or made by the Escrow Agent hereunder. Aetrium will

indemnify the Escrow Agent and hold it harmless from any and all loss,

liability, costs or expenses (including reasonable attorneys’ fees) incurred

without bad faith, willful misconduct or negligence on the part of the Escrow

Agent and arising out of or in connection with its acceptance of or the

performance of its duties and obligations under this Section 8, which

indemnification obligation will survive the resignation of the Escrow Agent or

the termination of this Section 8.  Any

amount owing hereunder to the Escrow Agent may be charged to and paid from the

Escrowed 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 Registrable

Securities on Form S-3 (the “Registration Statement”) promptly (and in

any event within ten (10) business days) following exercise of the Put Options

and will use its best efforts to cause the Registration Statement to become and

remain effective for a period ending twelve (12) months following exercise of

the Put Options (the “Effectiveness Period”).  Aetrium will be obligated to prepare, file

and cause to become effective only one Registration Statement pursuant to this

Subsection 9.1.  “Registrable Securities”

means any Option Shares and any shares of the common stock of Aetrium issued as

a dividend, stock split, reclassification, recapitalization or other

distribution with respect to, or in exchange for or replacement of, any

Registrable Securities; provided, however, that Registrable Securities will not

include (1) shares that have been sold to the public either pursuant to the

Registration Statement or Rule 144, or (2) shares sold in a transaction in

which the registration rights conferred by this Section 9 are transferred in

violation of Subsection 9.6 hereof.  The

“Securities

Act” means the Securities Act of 1933, as amended, or any similar

successor statute, and the rules and regulations thereunder, as the same are in

effect from time to time.  “Rule 144”

means Rule 144 promulgated by the Commission under the Securities Act, as such

rule may be amended from time to time, or any successor rule thereto.  The “Commission” means the Securities and

Exchange Commission or any other federal agency at the time administering the

Securities Act.




 




b.  Aetrium may delay the filing of the

Registration Statement for not more than thirty (30) days if in the good faith

judgment of the Board of Directors of Aetrium (the “Board”), there is a material

development relating to the condition (financial or otherwise) of Aetrium that

has 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 such

registration.




 




6




 





























 




9.2   Procedures for Sale of

Registrable Securities. “Holder” means each Williams Member with

respect to the Option Shares issued to such Williams Member pursuant to Section

4 and any other Registrable Securities issued with respect thereto and each

transferree of the registration rights under this Section 9 with respect to

such Registrable Securities transferred in compliance with Subsection 9.6 hereof.  Each time any Holder desires to offer and

sell any Registrable Securities pursuant to the Registration Statement, the

Holder agrees to comply with the following procedures:




 




a.               The Holder will provide Aetrium with a Sale Notice

prior to the sale of any Registrable Securities.  “Sale Notice” means a written notice provided to Aetrium

which specifies (1) the name, address and facsimile number of or for the

Holder, and (2) the number of Registrable Securities such Holder desires to

sell.




 




b.     Upon

receipt of the Sale Notice, Aetrium will take the following steps:




 




(i)  If Aetrium determines that the Registration

Statement, the prospectus forming a part thereof and any amendments and

supplements thereto contain current and updated information and do not contain

any untrue statement of material fact or omit to state any material fact

required to be stated therein or necessary to make the statements therein, in

light of the circumstances in which they were made, not misleading, Aetrium

will promptly (and in any event within three (3) business days after receipt of

the Sale Notice) notify the Holder that such Holder may sell the Registrable

Securities.  If the Holder does not sell

the Registrable Securities within thirty (30) days after such notification from

Aetrium, however, the Holder will once again become subject to the procedures

described in this Subsection 9.2 and may not sell the Registrable Securities

without first complying with the procedures described herein.




 




(ii)   If Aetrium determines that the Registration

Statement, the prospectus forming a part thereof or any amendments or

supplements thereto do not contain current and updated information or contain

any untrue statement of material fact or omit to state any material fact

required to be stated therein or necessary to make the statements therein, in

light of the circumstances in which they were made, not misleading, Aetrium

will promptly (and in any event within three (3) business days after receipt of

the Sale Notice) notify the Holder of such determination, and within thirty

(30) days thereafter will prepare and file with the Commission such amendments

or supplements thereto as may be necessary so that the Registration Statement,

the prospectus forming a part thereof and any amendments and supplements

thereto contain current and updated information and do not contain any untrue

statement of material fact or omit to state any material fact required to be

stated therein or necessary to make the statements therein, in light of the

circumstances in which they were made, not misleading.  Promptly after any such amendments or

supplements have been filed and, if applicable, declared effective, Aetrium

will notify the Holder that such Holder may sell the Registrable Securities.  If the Holder does not sell the Registrable

Securities within thirty (30) days after such notification from Aetrium,

however, the Holder will once again become subject to the procedures described

in this 




 




7





























Subsection 9.2 and may not sell the Registrable

Securities without first complying with the procedures described herein.




 




c.               Only after Aetrium has reviewed the Registration

Statement and provided the Holder with the written notification provided in

Subsection 9.2(b) above may the Holder sell the Registrable Securities pursuant

to the Sale Notice.




 




d.              Any notice to be given hereunder by a Holder to

Aetrium will be delivered as provided in Section 10. Any notice to be given

hereunder by Aetrium to the Holder will be in writing and delivered by

telephonic facsimile transmission to the facsimile number provided by the

Holder in the applicable Sale Notice. 

Any notice which is delivered to the Holder by telephonic facsimile

transmission in the manner provided herein will be deemed to have been duly

given to the Holder upon transmission to the facsimile number provided.




 




9.3         Restrictions on Sale of Registrable

Securities.  Notwithstanding any other provision in this

Section 9 to the contrary, Holders are prohibited from selling any Registrable Securities

in the circumstances described below, and any sale made in such circumstances

will be deemed a breach of this Agreement and may constitute a violation of the

Securities Act, which could subject such Holder to civil and criminal

sanctions:




 




a.               Holders may not sell Registrable Securities during the

period that commences on the seventh day of the last month of an Aetrium fiscal

quarter and ends on the third business day after Aetrium releases financial

results for such quarter.




 




b.              Holders may not sell any Registrable Securities if the

Registration Statement, the prospectus forming a part thereof or any amendments

or supplements thereto do not contain current and updated information or

contain any untrue statement of material fact or omit to state any material

fact 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 the

Securities Act, from and against, and will reimburse such Holder and each such

controlling person with respect to, any and all loss, damage, liability, cost

and expense to which such Holder or any such controlling person may become

subject under the Securities Act or otherwise, insofar as such losses, damages,

liabilities, costs or expenses are caused by any untrue statement or alleged

untrue 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 state

therein a material fact required to be stated therein or necessary to make the

statements therein, in light of the circumstances in which they were made, not

misleading; provided, however, that Aetrium will not be liable in any such case

to the extent that any such loss, damage, liability, cost or expense arises out

of or is based upon (1) an untrue statement or alleged untrue statement or

omission or alleged omission so made in conformity with information furnished

by such Holder or such controlling person in writing specifically for use in

the preparation thereof, or (2) the failure of such Holder to deliver a

prospectus and any amendments or supplements thereto in accordance with the

requirements of this Section 9 and the Securities Act.




 




b.              Seller and each holder jointly and severally will

indemnify and hold harmless Aetrium, its directors and officers, and any

controlling person from and against, and will reimburse Aetrium, its directors

and officers, and any controlling person with respect to, any and all loss,

damage, liability, cost or expense to which Aetrium or any controlling person

may become subject under the Securities Act or otherwise, insofar as such

losses, damages, liabilities, costs or expenses are caused by any untrue or

alleged untrue statement of any material fact contained in such Registration

Statement, any prospectus forming a part thereof or any amendment or supplement

thereto, or arise out of or are based upon the omission or the alleged omission

to state therein a material fact required to be stated therein or necessary to

make the statements therein, in light of the circumstances in which they were

made, not misleading, in each case to the extent, but only to the extent, that

any such loss, damage, liability, cost or expense arises out of or is based

upon (1) an untrue statement or alleged untrue statement or omission or alleged

omission made in reliance upon and in strict conformity with written

information furnished by such Holder specifically for use in the preparation

thereof, or (2) the failure of such Holder to deliver a prospectus and any

amendments or supplements thereto in accordance with the requirements of this

Section 9 and the Securities Act.




 




c.               Promptly after receipt by an indemnified

party pursuant to the provisions of Subsection 9.4(a) or (b) hereof of notice

of the commencement of any action involving the subject matter of the foregoing

indemnity provisions, such indemnified party will, if a claim thereof is to be

made against the indemnifying party pursuant to the provisions of such

Subsection 9.4(a) or (b), promptly notify the indemnifying party of the

commencement thereof.  In case such

action is 




 




9





























brought against any indemnified party and it notifies

the indemnifying party of the commencement thereof, the indemnifying party will

have the right to participate in, and, to the extent that it may wish, jointly

with any other indemnifying party similarly notified, to assume the defense

thereof, with counsel reasonably satisfactory to such indemnified party;

provided, however, that if the defendants in any action include both the

indemnified party and the indemnifying party and the representation of both

parties by the same counsel would be inappropriate due to a conflict of

interest between them, the indemnified party or parties will have the right to

select separate counsel to participate in the defense of such action on behalf

of such indemnified party or parties. 

After notice from the indemnifying party to such indemnified party of

its election so to assume the defense thereof, the indemnifying party will not

be liable to such indemnified party pursuant to the provisions of such

Subsection 9.4(a) or (b) for any legal or other expense subsequently incurred

by such indemnified party in connection with the defense thereof other than

reasonable costs of investigation, unless (1) the indemnified party has

employed counsel in accordance with the proviso of the preceding sentence, (2)

the indemnifying party has not employed counsel reasonably satisfactory to the

indemnified party to represent the indemnifying party within a reasonable time

after the notice of the commencement of the action, or (3) the indemnifying

party has authorized the employment of counsel for the indemnified party at the

expense of the indemnifying party.  It

is understood that the indemnifying party will not, in connection with any

proceeding or related proceedings in the same jurisdiction, be liable for the

fees 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 Registration

Statement agrees to cooperate with all reasonable requests by Aetrium necessary

to effectuate the purposes of this Section 9, including providing Aetrium on a

timely basis with any required notices and with all information necessary in

connection with any registration or compliance described herein.




 




9.6         Transfer of Registration Rights. 

The registration rights provided for herein may not be transferred or

assigned in connection with the sale or transfer of the Registrable Securities

without the written consent of Aetrium.




 




9.7         Termination of Registration Rights. 

The registration rights described herein will terminate upon expiration

of the Effectiveness Period.




 




10. Notices.

Any notice, request, instruction or other document to be given hereunder by any

party hereto to any other party will be in writing and delivered personally or

by registered or certified mail, postage prepaid (and if by mail, with a copy

sent by facsimile or e-mail transmission, and provided that any Sale Notice may

be 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 Williams

Representative:




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 other

address for a party as may be specified by like notice.  Any notice which is delivered personally

will be deemed to have been duly given to the party to whom it is directed upon

actual 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 provided

will be conclusively presumed to have been duly given to the party to which it

is given on the day it is so placed in the mail.




 




11.         Counterparts. 

This Agreement may be executed in one or more counterparts, each of

which will for all purposes be deemed to be an original and all of which will

constitute the same instrument.




 




12.         Successors and Assigns. 

The terms and conditions of this Agreement will inure to the benefit of

and be binding upon the respective successors and permitted assigns of the

parties hereto.  This Agreement may not

be assigned by any party without the prior written consent of the other parties

hereto. Any attempted assignment of this Agreement contrary to the terms hereof

will 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 the

laws of the state of Minnesota applicable to agreements made and to be

performed in such jurisdiction without reference to conflicts of law

principles.




 




14.         Entire Agreement. 

This Agreement constitutes the entire agreement of the parties with

respect to the matters provided for herein and supersedes all prior and

contemporaneous agreements, understandings, negotiations and discussions,

whether oral or written, of the parties. 

No amendment, modification or alteration of the terms or provisions of

this Agreement will be binding unless the same is in writing and duly executed

by the parties hereto.




 




IN WITNESS WHEREOF, the parties have executed this Agreement as of the

date 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


  





 




12





























 




	

  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





























 




	

   


  	

   


  	

   


  
	

  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


  	

   


  	

   


  
	

   


  	

   


  	

   


  





 




 




14





























The undersigned agrees to act as Escrow Agent under the foregoing

Agreement 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


  	

   


  	

   


  





 




15