ASSET PURCHASE AGREEMENT

1.  Effective Date

The effective date of this Agreement shall be October 30, 2008 (“ Effective Date ”).

2.  Definitions

For the purposes of this Agreement: (i) the terms “hereof,” “herein” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Exhibits) and not to any particular provision of this Agreement, and Section and paragraph references shall be to the Sections and paragraphs of this Agreement, unless otherwise specified; and (ii) the word “including” and “include” and words of similar import when used in this Agreement mean “including without limitation.”  As used herein, the following terms will have the following meanings:

(a) Patent Rights

“ 1-D Patents ” shall mean all patents and patent applications worldwide for inventions disclosed in U.S. Patent Nos. 5,311,028, issued May 10, 1994, entitled “System and Method for Producing Oscillating Magnetic Fields in Working Gaps Useful for Irradiating a Surface with Atomic and Molecular Ions”; 5,393,984, issued Feb. 28, 1995, entitled “Magnetic Deflection System for Ion Beam Implanters”; and 5,483,077, issued January 9, 1996, entitled “System and Method for Magnetic Scanning, Accelerating, and Implanting of an Ion Beam”, including all U.S. and foreign patents and any patent applications identified on Exhibit 1.

“ Bias Scan Patents ” shall mean all patents and patent applications worldwide for inventions disclosed in U.S. Patent 5,438,203, issued August 1, 1995, entitled “System and Method for Unipolar Magnetic Scanning of Heavy Ion Beams”, including all U.S. and foreign patents and any patent applications identified on Exhibit 2.

“ Dual Field Patents ” shall mean all patents and patent applications worldwide for inventions disclosed in U.S. Patent 5,672,879, issued September 30, 1997, entitled “System and Method for Producing Superimposed Static and Time-Varying Magnetic Fields”, including all U.S. and foreign patents and any patent applications identified on Exhibit 3.

“ Wiggler Patents ” shall mean all patents and patent applications worldwide for inventions disclosed in U.S. Patent 5,481,116, issued January 2, 1996, entitled “Magnetic System and Method for Uniformly Scanning Heavy Ion Beams”, including all U.S. and foreign patents and any patent applications identified on Exhibit 4.

(b)  Zimec-Nissin Agreements

[**];

(c) Zimec-Ibis Agreements

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“ Zimec-Ibis 1-D Master Agreement ” shall mean the “Master Agreement”, effective as of August 7, 1992, between Dr. Hilton Glavish (acting for himself and on behalf of Zimec, Inc.) and Ibis Technology Corporation, executed by both parties on 12/21/1993, Appendix 11;

“ Zimec-Ibis 1-D Sublicense Agreement ” shall mean  the “Sublicense Agreement” attached as Exhibit A to “Master Agreement”, between Dr. Hilton Glavish (acting for himself and on behalf of Zimec, Inc.) and Ibis Technology Corporation, executed by both parties on 12/21/1993 and re-executed by them on  3/9/1995, Appendix 12;

“ Zimec-Ibis Dual Field Master Agreement ” shall mean the “Master Agreement-Zero Field Correction”, effective as of August 7, 1994, between Hilton Glavish (acting for himself and Zimec, Inc.) and Ibis Technology Corporation, executed by Dr. Glavish on 05-14-1997 and on behalf of Ibis on 5-1-1997, Appendix 13; and,

“ Zimec-Ibis Dual Field Cross-License Agreement ” shall mean the “Cross License Agreement” attached as Exhibit A to Master Agreement-Zero Field Correction, effective  as of August 7, 1994, between Dr. Hilton Glavish (acting for himself and on behalf of Zimec, Inc.) and Ibis Technology Corporation, executed  by Dr. Glavish on 05/14/1997 and on behalf of Ibis on 5/1/1997, Appendix 14.

(d) Ibis-granted third party 1-D Sub-licenses

[**]; and

(e) Nissin-Ibis Agreements

“ 1-D License to Nissin ” shall mean the “License Option Agreement” effective 3rd day of June, 1994 between Nissin Electric Co., Ltd and Ibis Technology Corporation, executed on behalf of Nissin Electric on 6-15-1994 and on behalf of Ibis on 6-3-1994, recently assigned by Nissin Electric to Nissin Ion, Appendix 17.

“ Option Exercise Agreement ” shall mean the “Agreement” between Nissin Electric Co., Ltd. and Ibis Technology Corporation, effective September 1, 1994, Appendix 18.

(f) Consulting Agreements

[**]

“ Zimec-Ibis 1-D High Current Oxygen Machine Consulting Agreement ” shall mean the “Consulting Agreement” made 13 November, 1989 between Ibis Technology Corp. and Zimec, Inc, Appendix 10B.

[**]

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“ Affiliate(s) ” of a Party means a company or other legal entity, which now or hereafter controls, is controlled by, or is under common control with a Party.  Control shall mean either direct or indirect ownership or control of: (a) more than fifty percent (50%) of the outstanding shares or other securities entitled to vote for election of directors (or other managing authority); or (b) more than fifty percent (50%) of the equity interest of a company or other legal entity, but only as long as such control or ownership exists.

“ Claim ” means any assertion of right whatsoever (including all debts, promises, damages, equitable claims and judgments), liquidated or unliquidated, fixed or contingent, direct or indirect, or imputed.

“ Encumbrance ” means any charge or interest relating to or arising out of any condition, equitable interest, lien, license, covenant not to sue, option, pledge, security interest, mortgage, right of first offer or first refusal, buy/sell agreement and any other restriction or covenant with respect to, or condition governing the use, construction, transfer, receipt of income or exercise of any other attribute of legal or equitable ownership.

“ Hydrogen Separation Field ” means the field of  use for the production of Hydrogen Wafers using high energy, high current ion implantation machines.

“ Hydrogen Wafer ” means a wafer in which a buried layer of hydrogen has been created in a semiconductor substrate by implantation of hydrogen ions, which enables fracture at the  buried layer of hydrogen to promote separation of the outer layer of the semiconductor substrate from the remaining body of the substrate.

“ Know-How ” means, to the extent they exist, ideas, concepts, inventions, know-how, trade secrets, technical knowledge, discoveries, developments, innovations, improvements, processes, methods, data, formulas, information, research and development, compositions, techniques, and designs regardless of whether or not protected or entitled to protection under the patent, copyright or other laws of any jurisdiction.

“ Losses ” means any losses, claims, damages and liabilities (including without limitation interest, penalties and reasonable attorneys’ fees).

“ Sellers ” are Ibis and Zimec.

3.  Purchase

Section 3.1.  Purchased Assets .  In reliance on the representations, warranties, and agreements contained herein, Sellers shall, and hereby do, sell, assign, transfer and deliver to the Nissin, and Nissin shall, and hereby does, purchase and accept from the Sellers, all of the rights, title and interests in and to the following assets, properties and rights, free and clear of all Claims and Encumbrances other than set forth herein (collectively, the “ Purchased Assets ”):

(a)                                  Patents.  The inventions disclosed in the 1-D Patents, Bias Scan Patents, Dual Field Patents and Wiggler Patents, including the patents and patent applications

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identified on Exhibits 1-4 attached hereto, including any subsequent applications and all divisions, extensions, renewals, substitutes, reexaminations, reissues, continuations, continuations-in-part and foreign counterparts thereof (collectively, the “ Purchased Patents ”);

(b)                                 Know-How.  The Know-How related to the inventions disclosed in the Purchased Patents including any Know-How related to Hydrogen Wafers and the Hydrogen Separation Field;

(c)                                  Contracts.  All of Ibis’s rights and benefits under the Zimec-Ibis 1-D High Current Oxygen Machine Consulting Agreement related to Proprietary Information (as defined therein);

(d)                                 Title and the right to sue and recover damages for any past, present and future infringements of the Purchased Patents; and

(e)                                  Proceeds.  The right to receive any royalties or other payments made by the licensees under the [**]

(f)

Section 3.2.  No Assumption of Liabilities .   Nissin is only purchasing the Purchased Assets and Nissin will not assume or be liable for any liabilities or obligations of any kind whatsoever of Sellers.  All such liabilities and obligations of the Sellers shall be retained by and remain obligations of Sellers including any obligations to [**]and [**].  Sellers will retain no rights whatsoever in or to the Purchased Assets other than the licenses explicitly provided in the Simox and Hydrogen License Agreement.

Section 3.3.   Purchase Price .  The purchase price for the Purchased Assets shall be [**], to be paid by Nissin to Sellers by sending a portion of purchase price equal to one million one hundred fifty five thousand nine hundred and eighteen dollars and 48 cents ($1,155,918.48) by check or wire transfer to Ibis and by sending the remaining portion of the purchase price [**] by check or wire transfer to Zimec.

Section 3.4  Covenant in Support of Assignment .   To the extent the Sellers cannot transfer and assign any of the Purchased Assets to Nissin for any reason, then the Sellers will, and will cause their Affiliates to, assign and transfer such Purchased Assets to Nissin at the first opportunity to do so.  To the extent that any of the Sellers’ rights, title or interests in any Purchased Assets cannot be assigned and transferred by the Sellers to Nissin, then the Sellers hereby grant to the Nissin and its Affiliates, an irrevocable, perpetual, worldwide, exclusive license under such rights, title and interests in any Purchased Assets, with the right to sublicense through multiple tiers, to make, have made, use, sell, offer to sell, import and export products, product systems and processes and to reproduce, distribute, modify, enforce and otherwise exploit such rights, title and interests in any Purchased Asset in any manner for any purpose.

Section 3.5   License for [**] .  The Parties acknowledge that rights under certain Purchased Patents have been previously non-exclusively licensed pursuant to the [**], that Ibis

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has given the notices (copies attached at Appendix 19) of this transaction required by these licenses and that these licenses remain in effect.

4.  Closing

Section 4.1.  Closing .   The closing (the “Closing”) for the purchase and sale of the Purchased Assets shall take place simultaneously at the offices of counsel for the Parties by fax with original documents to be provided promptly thereafter.

Section 4.2. Deliveries by Sellers .   At the Closing, Sellers shall deliver to Nissin the following items, the delivery of which shall be a condition to Nissin’s obligation to consummate the transactions contemplated herein:

(a)                                  the Purchased Assets; and

(b)                                 duly executed copies of this Agreement and the following Exhibits:

(i) Simox and Hydrogen License Agreement

(ii) [**]

(iii) Ibis-Zimec Termination and Release Agreement

(iv) three Patent Assignment Agreements;

(c)                                  and Sellers shall have taken all steps necessary to put Nissin in custody, possession and control of any and all embodiments of the Know-How in Sellers’ possession or