Filed by Automated Filing Services Inc. (604) 609-0244 - Xeno Transplants Corporation - Exhibit 10.1





 Exhibit 10.1 

 

	Corporation 
	1066 West Hastings Street, Suite 2610 
	Vancouver, B.C. V6E 3X2 
	 


September 19, 2007

CrossCart, Inc. 
3727 Buchanan Street 
San Francisco CA
94123 

Attention: Dr. Kevin R. Stone 

Dear Kevin, 

This letter sets forth the terms upon which Xeno Transplants
Corporation., a Nevada Corporation (“XENO”), proposes to acquire all of the
issued and outstanding shares of CrossCart, Inc., a California corporation,
(“CCI”) in a share exchange (the “Acquisition”). This letter of intent is
subject to the following terms and conditions.

Background

XENO is a publicly held company whose shares are presently
trading on the OTC Bulletin Board under the symbol “XENO.” Historical XENO
financial statements and other reports filed by XENO with the United States
Securities and Exchange Commission (“SEC”) pursuant to the United States
Securities Act of 1933, as amended (the “Securities Act”), and the United States
Securities Exchange Act of 1934 (the “Exchange Act”) can be found on the SEC’s
website www.sec.gov/cgi-bin/srch-edgar (“SEC Edgar Archives”).

XENO presently has authorized, 125 million shares of $.001 par
value common stock and 10 million shares of $.001 par value preferred stock,
with 41,795,820 shares of common stock, and zero shares of preferred stock,
currently issued and outstanding (or in the process of being issued as of the
date of this Letter of Intent). Copies of material agreements related to XENO’s
issuance of shares and its on-going, day-to-day business activities are
discussed in the SEC reports and are available upon request.

1. Proposed Transaction

	 	a. 	
      Acquisition. Subject to a final review and
      approval by the Board of Directors of XENO, and negotiation and execution
      of a definitive Acquisition Agreement acceptable to CCI and its counsel,
      it is hereby agreed that CCI will be acquired as a wholly-owned subsidiary
      of XENO. In connection with the Acquisition, the shareholders of CCI shall
      receive a total of 22 million XENO shares of newly issued, fully paid
      common stock of XENO upon exchange and surrender of their shares in CCI.
      All of the shareholders of CCI shall agree to exchange all of their
      shares, including common shares, preferred shares, and any shares issuable
      upon conversion of debt, for the total of 22 million Xeno shares. Certain
      liabilities of CCI shall be converted to shares in accordance with
    the




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      schedule included in Appendix A attached to this letter
      of intent. The share exchange formula shall be determined upon agreement
      being reached among the CCI shareholders as to the distribution of shares
      to the various shareholders of CCI.

	 	 	 	 
	 	b. 	
      Options. All of the current outstanding options in
      Cross Cart will be converted to Xeno options, at a price and expiry to be
      determined. Additional options will be granted to employees and management
      etc, all on favorable terms within public company restrictions.

	 	 	 	 
	 	c. 	
      Voting Trust. Kevin R. Stone agrees to negotiate
      the terms of a voting trust in combination with Elliot Lebowitz,
      Pensbreigh Holdings Ltd and Valor Invest Ltd whereby all their combined
      shares will be voted together for any transaction or event involving the
      following:

	 		 –
	
      a material acquisition or disposal of assets

	 		 –
	
      a change in control

	 		 –
	
      a change in the majority of directors

	 		 –
	
      a change in senior management.

	 	 	 	 
	 		
      The terms of the voting trust will be detailed in the
      Definitive Agreement. Kevin R. Stone will contribute the shares of XENO he
      receives as a result of the Acquisition, to be a minimum of 9,000,000
      common shares of XENO, Elliot Lebowitz will contribute 9,000,000 common
      shares of XENO, Pensbreigh Holdings Ltd will contribute 1,750,000 shares
      of XENO, and Valor Invest Ltd will contribute 2,000,000 shares of XENO.
      The voting trust will be in effect for a period of three years.

	 	 	 	 
	 	d. 	
      Board of Directors Representation. The CCI
      shareholders will have the right to nominate two directors to the Board of
      Xeno, one of which will be Kevin R. Stone, the other nominee will be
      subject to approval by the Xeno Board Nominating Committee. There will be
      a third seat held available for nomination by an investor if one investor
      or investor group takes a large portion of the financing and requests a
      Board seat.

	 	 	 	 
	 	e. 	
      Definitive Agreement. The parties shall prepare
      and execute a definitive acquisition agreement, together with related
      documentation (collectively, the “Acquisition Agreement”). Consistent with
      the provisions of this letter of intent, the Acquisition Agreement shall
      contain covenants, representations and warranties by each of the parties
      which will survive the Closing Date (as defined below), as well as other
      customary terms in transactions of this nature, including, without
      limitation, indemnification and warranty provisions. All representations,
      warranties and covenants shall survive for a period of one year after
      Closing. The definitive agreement will include an agreed upon use of
      proceeds which will generally be consistent with the draft use of proceeds
      included in Appendix A attached to this letter of intent.

	 	 	 	 
	 	f. 	
      Closing Date. The closing will occur on or before
      November 30, 2007.



2. Conditions to Closing 

The Closing shall be subject to the following conditions:

	 	a. 	
      The completion by XENO of a satisfactory due diligence
      review of the assets, inventory, equipment, furniture, vehicles,
      liabilities, business and prospects of CCI, as well as of
  all








	 		
      other matters reasonably requested by XENO, by November
      15, 2007, and a corresponding review of XENO by CCI to be completed by
      November 15, 2007.

	 	 	 
	 	b. 	
      Approval of the Acquisition by the respective Board of
      Directors of each corporation and by the shareholders of CCI;

	 	 	 
	 	c. 	
      The continued operation of the parties’ businesses in the
      normal course of business between the date hereof and the Closing
    Date;

	 	 	 
	 	d. 	
      The absence of any material deterioration (or negative
      alteration) of the business and/or prospects of the other party’s business
      or the value thereof between the date hereof and the Closing
Date

	 	 	 
	 	e. 	
      Compliance by each party with all regulatory requests,
      filings, orders, etc., occasioned by the execution of this Letter
      Agreement or the Acquisition Agreement and/or the receipt of any required
      approvals, licenses, etc.;

	 	 	 
	 	f. 	
      The delivery by CCI of its financial statements for the
      last three years.

	 	 	 
	 	g. 	
      Payment of $250,000 to CCI, on or before October 30,
      2007, in the form of a non- refundable deposit. In the event that the
      Acquisition does not close the $250,000 will be converted to an investment
      in CCI by XENO on the same terms as the next financing obtained by CCI. In
      the event that Xeno advances a partial payment prior to October 30, 2007,
      any amount advanced is to be credited towards the $250,000 payment. If the
      $250,000 is not advanced in full on or before October 30, 2007, and an
      extension is not granted by CCI, this agreement shall be terminated and
      any partial advances made shall be repaid to XENO by CCI.

	 	 	 
	 	h. 	
      A further contribution of $2.25 million in operating
      capital will be provided by XENO to CCI on or before the Closing date. The
      parties agree to work together to obtain financing of a minimum of $5
      million for the combined entity on terms acceptable to both XENO and CCI
      to provide the funding necessary for the $2.25 million in operating
      capital for CCI and to provide operating capital for
  XENO.



3. Exclusive Dealing 

Each party agrees that, unless negotiations concerning the
Acquisition Agreement between XENO and CCI are terminated as provided herein,
CCI will not directly or indirectly solicit or entertain offers from, negotiate
with or in any manner encourage, discuss, accept or consider any proposal from
any other person relating to a possible Acquisition, acquisition or sale of all
or substantially all of the stock or the assets or business thereof with any
other party or provide any information to any other party in connection with any
such possible sale or disclose any information where the other party has reason
to believe that such information may be utilized to evaluate a possible sale or
other transfer of the assets or business thereof.

In the event that the $250,000 payment due to CCI from XENO on
or before October 30, 2007 is not made by that date the Exclusive Dealing
provision shall be terminated and each party will no longer be bound by this
provision. 




4. Actions Prior to Closing 

Each party agrees to cooperate with each other in good faith in
the negotiation and execution of the Acquisition Agreement, the completion of
all related agreements and other necessary documentation. Each party will also
use their respective best efforts to obtain promptly all necessary third-party
consents and to satisfy all conditions to the consummation of the Acquisition.
Except as provided herein, during the period between the date hereof and
consummation of the Acquisition, neither party shall;

	 	a. 	
      Sell, lease, assign, transfer or otherwise dispose of any
      of their material assets, including cash;

	 	 	 
	 	b. 	
      Agree to, or assume, guarantee, endorse or otherwise in
      any way be or become responsible or liable for, directly or indirectly,
      any material contingent obligation;

	 	 	 
	 	c. 	
      Make any material capital expenditures;

	 	 	 
	 	d. 	
      Enter into any transaction concerning a Acquisition or
      consolidation other than with the other party hereto or liquidate or
      dissolve itself (or suffer any liquidation or dissolution) or convey,
      sell, lease, transfer or otherwise dispose of, in one transaction or a
      series of related transactions, all or a substantial part of its property,
      business, or assets, or stock or securities convertible into stock of any
      subsidiary, or make any material change in the present method of
      conducting business;

	 	 	 
	 	e. 	
      Declare or pay any dividends or make any other
      distribution (whether in cash or property) on any shares of its capital
      stock or purchase, redeem, retire or otherwise acquire for value any
      shares of its capital stock or warrants or options whether now or
      hereafter outstanding;

	 	 	 
	 	f. 	
      Make or suffer to exist any advances or loans to, or
      investments in any person, firm, corporation or other business entity not
      a party to this Letter Agreement;

	 	 	 
	 	g. 	
      Enter into any new material agreement or be or become
      liable under any new material agreement without the approval of the other
      party;

	 	 	 
	 	h. 	
      Create, incur, assume or suffer to exist, any mortgage,
      pledge, lien, charge, security interest or encumbrance of any kind upon
      any of its property or assets, income or profits, whether now owned or
      hereafter acquired.



5. Access to Information; Confidentiality 

In connection with the negotiation and preparation of the
definitive agreement and other related documents, each party will make available
to the other, and their respective representatives, all books, records,
documents and other information that may reasonably be requested. Prior to the
Closing and thereafter, each party shall keep confidential any non-public
information obtained from the other party hereto.




6. Public Announcements 

Neither party shall make any public announcement or disclosure
of the proposed transaction unless the other party shall have reviewed and
consented thereto, which consent shall not be unreasonably withheld or
delayed.

7. Expenses 

Each party will bear their respective costs and expenses in
connection with the execution, delivery and performance of this Letter Agreement
and the consummation of the Acquisition, unless otherwise provided in the
Acquisition Agreement.

8. Legal Effect: Term 

The foregoing description of the understanding between the
parties represents a mutual intention and is binding on all parties. If the
execution of the Acquisition Agreement has not occurred by November 15, 2007,
this letter of intent shall automatically terminate without any further action
by the parties hereto, unless otherwise extended in writing signed by the
parties hereto. Prior to the termination of this letter of intent, XENO and CCI
shall be obligated to negotiate with each other in good faith.

AGREED TO AND ACCEPTED this 20th day of September 2007:



XENO TRANSPLANTS CORPORATION 

 

/s/ Elliot Lebowitz 

Elliot Lebowitz 
President and CEO 

CROSSCART, INC 

 

/s/ Kevin R. Stone 

Kevin R. Stone 
CEO