EX-10.1 ACQUISITION AGREEMENT

 

                      ACQUISITION AGREEMENT

 

     THIS AGREEMENT (the "Agreement"), made as of the 20th day of

April,   2005 between DIONICS INC., a Delaware corporation   having

an   office at 65 Rushmore Street, Westbury, New York (hereinafter

referred to as "Seller") and 65 RUSHMORE REALTY, LLC, a New   York

limited   liability company with an office at 32-01 College   Point

Boulevard, Flushing, New York 11354 (hereinafter referred   to   as

"Purchaser").

 

                      W I T N E S S E T H:

 

      WHEREAS,   Seller   is the owner of fee title   to   a   certain

parcel   of real property and the improvements constructed thereon

located   at   65 Rushmore Street, Westbury, New York (Section   and

Block   11073,   Lot   00250) being more particularly   described   in

Exhibit    "A"   annexed   hereto   and   made   a   part   hereof    (the

"Property"); and

 

      WHEREAS, Seller wishes to sell to Purchaser all of Seller's

right, title and interest in the Property; and

 

     WHEREAS, upon and subject to the terms and conditions herein

contained   (and the Exhibits hereto), Seller agrees to   sell   and

convey and Purchaser agrees to purchase and acquire the Property.

 

     NOW, THEREFORE, in consideration of the foregoing and of the

mutual   covenants and agreements herein contained and subject   to

the conditions herein set forth, the parties agree as follows:

 

     1.    PURCHASE AND SALE.   In accordance with and subject to the

terms   and conditions of this Agreement, Seller agrees   to   sell,

convey,   transfer, and assign, and Purchaser agrees to   purchase,

acquire and assume, as the case may be, the Property;

 

           together with all and every right, title and   interest

of   Seller   in   and to the Property except as otherwise   provided

herein;

 

            together    with    all   easements,    privileges,    and

appurtenances, thereunto belonging; and

 

           together with all rights of Seller in and to   any   and

all leases, licenses, tenancies and occupancies made by Seller or

at   any   time   acquired by Seller in respect of the Property   and

except   as   otherwise   provided herein,   all   rents,   issues   and

profits   arising from or out of such leases, licenses,   tenancies

and   occupancies, nor existing or, subject to the terms   of   this

Agreement, or hereafter created in respect of the Property up   to

and including the Closing Date (as hereinafter defined).

 

     2.    PURCHASE PRICE.   The Purchase Price for the Property is Nine

Hundred   Ninety   ($990,000.00) Dollars, which shall   be   paid   by

Purchaser to Seller, as follows:

 

       a. Forty-Nine Thousand Five Hundred ($49,500.00) Dollars (the

          "Deposit"), on the signing of this Agreement, by check subject to

          collection, to the order of the Escrow Agent (for purposes of

          this Agreement, Seller's attorney, Certilman Balin Adler & Hyman,

          LLP shall be the "Escrow Agent") to be held in escrow in

          accordance with the terms of this Agreement; and

      

       b. Nine Hundred Forty Thousand Five Hundred ($940,500.00)

          Dollars on the Closing Date, certified funds, wire transfer of

          immediately available federal funds to an account or accounts

          designated by Seller or as otherwise directed by Seller on not

          less than three (3) business days written notice prior to the

          Closing Date.   Seller shall have the obligation to direct

          Purchaser in writing to pay part or all of the Purchase Price due

          hereunder to the payment of any liens including mortgages on the

          Property and to pay any expense of Seller with respect to this

          transaction.

 

          The sale also includes all personal property, plumbing,

heating,   air-conditioning systems and   all   other   fixtures   and

personal   property   attached   or   appurtenant   to   or    used    in

connection with the operation of the Property, if any,   owned   by

Seller presently on the Property, which is appurtenant to or used

in    the    operation   thereof.    Notwithstanding   the   foregoing,

Purchaser   acknowledges and agrees that all items of   personality

installed    by   Seller   in   connection   with   Seller's    business

operations,   whether attached to the Property or   movable,   shall

not   be   deemed personality included in the sale and shall remain

the personal property of Seller.

 

     3.    PERMITTED EXCEPTIONS.   Seller shall convey and Purchaser

shall   accept title to the Property in accordance with the   terms

of   this   Agreement   subject to the following   (collectively   the

"Permitted Exceptions"):

 

       a.    Any state of facts an accurate survey would show of the

          Property provided such state of facts (x) does not prohibit the

          continued current use of the Property, and (y) does not render

          title unmarketable or reduce the value of the Property.

      

        b.    The exceptions listed on Exhibit "B" annexed hereto, and

          made a part hereof (the "Additional Permitted Exceptions").

 

     4.    SERVICE AND EMPLOYMENT AGREEMENTS.   Any and all existing

service   and   employment contracts will remain   in   the   name   of

Seller.    Any obligations under any and all existing service   and

employment   contracts will remain the obligation of Seller,   with

no obligations whatsoever to Purchaser.

 

     5.    VIOLATIONS.   Seller, at Seller's sole cost and expense,

shall   be   obligated to remove all notes or notices of violations

of   law or municipal ordinances, orders or requirements noted   in

or   issued both prior to and subsequent to the date hereof by any

governmental   department   having   authorization   as    to    lands,

housing,    buildings,   fire,   health,   labor,   zoning    and    use

conditions   affecting all or any portion of the Property.   Seller

shall   deliver copies of documents evidencing the removal of   the

foregoing   to Purchaser no less than five (5) days prior   to   the

Closing Date.

 

     6.    CONDITION OF PROPERTY/CERTIFICATE OF OCCUPANCY.

 

       a.    Purchaser acknowledges that it has fully examined the

          Property and is purchasing the Property in an "as is" condition

          "with all faults" and specifically and expressly without any

          warranties, representations or guarantees, from or on behalf of

          the Seller and its agents, except as otherwise set forth in this

          Agreement.

      

       b.    It shall be a condition of Closing that a valid and existing

          Certificate of Occupancy, or other required certificate of

          compliance, or evidence that none was required, covering the

          buildings and all of the other improvements located on the

          Property authorizing the continued current use of the Property

          has been issued by the municipality having jurisdiction over the

          Property.   Subject to the provisions of Paragraph 7 below, Seller

          shall deliver a valid and subsisting Certificate of Occupancy, or

          other required certificate of compliance, or evidence that none

          was required, covering the buildings and all of the other

          improvements located on the Property authorizing the continued

          current use of the Property.

      

       c.    Purchaser may enter upon the Property at any time or times

          during the effectiveness of this Contract for the purpose of

          performing environmental tests, including invasive testing to the

           soil and the ground water (such environmental tests, together

          with such entry upon the premises is as necessary to perform

          them, being collectively referred to herein as the "Due

          Diligence"), provided the premises is not damaged thereby or, if

          damaged, the premises is returned to the condition it was in

          prior to such Due Diligence. Notwithstanding anything herein to

          the contrary, Purchaser shall have a period of sixty (60) days

          from the date of Seller executing this Agreement ("Due Diligence

          Period") to conduct the Due Diligence. If purchaser shall find a

          Hazardous Condition or violation of any applicable Environmental

          Laws as defined below, Purchaser shall have the right, by written

          notice to Seller, to cancel this Contract on or before the

          expiration of the Due Diligence Period and promptly receive a

          return of the Downpayment from the Escrowee subject, however, to

           the Seller's right to cure such Hazardous Condition or violation

          of any applicable Environmental Laws in which event Purchaser

          shall be required to close title, however nothing contained

          herein shall require Seller to cure such Hazardous Condition or

          violation of any applicable Environmental Laws. In the event

          Purchaser does not give such written notice of termination to

          Seller on or before the expiration of the Due Diligence Period,

          the Purchaser's right to terminate hereunder shall automatically

          expire and the parties shall continue to perform their respective

          obligations hereunder. Purchaser shall indemnify and save

          harmless Seller from and against any and all damages for

          liability resulting solely from Purchaser's negligence or willful

          misconduct in performing the Due Diligence.

      

       d.    Notwithstanding anything to the contrary contained in this

          Contract, in the event that the Purchaser's Phase I or Phase II

          environmental investigation of the Premises during the Due

          Diligence Period discloses (1) the presence of any Hazardous

          Substances on or about the Premises or (2) a violation of any

          applicable Environmental Laws which require remediation, the

          Purchaser shall (i) provide Seller with a copy   of   its

          environmental reports, which environmental reports shall include

          recommendations and a cost estimate to remedy such condition, and

          (ii) have the option to be exercised by written notice to Seller

          given by no later than the date of the expiration of the Due

          Diligence Period to terminate this Contract and receive a refund

          of the Downpayment   made hereunder and in such event, neither

          party shall have any further claims against the other by reason

          of this Contract except, as expressly set forth in this Contract

          as surviving the termination of this Contract. In no event shall

          the Purchaser have the right to adjourn the closing date as a

          result of such environmental condition nor shall such remediation

          be a condition of closing. "Environmental Laws" as used herein

          means any federal, state, local or foreign law, treaty judicial

          decision, regulation, rule, judgment, order, decree, injunction,

          permit, agreement or governmental restriction or requirement,

          whether now or hereinafter in effect, relating to human health

          and safety, the environment or to pollutants, contaminants,

          wastes or chemicals or any toxic, radioactive, ignitable,

          corrosive, reactive or otherwise hazardous substance, waste or

           material. "Hazardous Substances" as used herein means any

          pollutant, contaminant, waste or chemical or any toxic,

          radioactive, ignitable, corrosive, reactive or otherwise

          hazardous substance, waste or chemical, or any substance, waste

          or material having any constituent elements displaying any of the

          foregoing characteristics, including, without limitation,

          petroleum, its derivatives, by-products and other hydrocarbons,

          and   any   substance, waste or material regulated   under

          Environmental Laws.

      

       e.    Seller represents that, to the best of its knowledge, the

          Property is in compliance with any and all applicable codes,

          laws, regulations, statutes, ordinances, covenants, conditions or

          restrictions and any governmental or quasi-governmental entity or

          of any person or entity.   Seller represents that the Property is

          in compliance with any environmental or occupational protection,

          pollution, subdivision or land use laws, rules, regulations,

          orders or requirements including but not limited to, those

          pertaining to the handling, generating, treating, storing or

          disposing of any hazardous waste material or substance.

 

       f.    Purchaser acknowledges that Seller is presently occupying

          the Property, is the sole occupant and tenant of the Property,

          that no other person or entity has any rights to occupy the

           Property, and it is a material condition of this Agreement that

          Seller shall continue to occupy the Property after Closing in

          accordance with the Lease annexed hereto as Exhibit "C"   (the

          "Lease") which shall be executed by Purchaser and Seller at

          Closing. Accordingly, Purchaser acknowledges and agrees that

          Seller shall not be obligated to remove any of its personal

          property from the Property prior to Closing and the Property will

          not be delivered vacant, broom clean and free of all tenancies at

          Closing.

 

     7.    TITLE INSURANCE REPORT.

 

       a.    Purchaser shall promptly order a title insurance commitment

          and furnish a copy of such commitment to Seller promptly upon

          receipt.   If Purchaser does not deliver such commitment to

          Seller's attorney within ten (10) days prior to the Closing Date,

          then Seller may give Purchaser notice of its failure to provide

          such commitment, and if Purchaser does not furnish such

          commitment within five (5) days of delivery of such notice to

          Purchaser's attorney, then Purchaser shall be deemed to have

          accepted any and all such defects which were or would have been

           revealed by such title insurance commitment.   Purchaser shall not

          be barred from raising any title objections which do not appear

          of record or which appear of record subsequent to receipt of the

          commitment.   Upon receipt of Purchaser's title insurance

          commitment, Seller shall eliminate all defects which are not

          Permitted Exceptions and which Purchaser has not accepted in

          writing.   In the event Seller is unable to eliminate such defects

           by the Closing Date, either party, by giving written notice to

          the other party, may elect to adjourn the Closing Date, for a

          period not to exceed thirty (30) days from the Closing Date in

          the aggregate in order to provide Seller with additional time in

          which to eliminate such defects.   However, Seller shall not be

          required to bring any action or proceeding or otherwise incur any

          expense to remove any Title Defect.   The existence of any taxes,

           liens, or encumbrances, other than the Permitted Exceptions,

          shall not be objections to title if properly executed instruments

          necessary to satisfy the same are delivered to the Purchaser's

          title company (the "Title Company") at or before the Closing,

          together with recording and filing fees, if any, so that the

          Title Company may omit such taxes, liens, or encumbrances from

          its schedule of exceptions to title.

      

       b.    If, after the period and undertakings specified in Section

          7(a) above, Seller is unable to convey title to the Property on

          the Closing Date in accordance with the provisions of this

          Agreement (i.e., subject only to the Permitted Exceptions), then

          at any time thereafter on or before the Closing Date, Purchaser

          may elect to take such title as Seller can convey or transfer and

          to deduct from the Purchase Price (i) liens, charges, claims and

          encumbrances of a definite of ascertainable amount, and (ii) the

          cost of any deletions and changes and any additional title

          endorsements provided by the Purchaser's title insurance company.

          If Purchaser shall not so elect, Purchaser may elect to terminate

          this Agreement, such termination to be effective immediately upon

          giving written notice of same to Seller.   Upon such termination,

          the Purchaser shall be entitled to receive the Deposit, plus

          accrued interest earned thereon, from the Escrow Agent and this

          Agreement shall be null and void and the parties hereto shall be

          relieved of all further obligations and liability except as

          otherwise provided herein.

      

       c.    Purchaser, at Purchaser's expense, shall promptly order and

          furnish to Seller, a survey by a licensed surveyor, acceptable to

          Purchaser and the Title Company, of the Property which shall

          describe the Property, be dated after the date hereof, and

          contain a surveyor's certificate in favor of Purchaser and the

          Title Company in form satisfactory for, among other things,

          deletion of the standard survey exception from the title

          insurance policy and consistent with and as required by the next

          succeeding sentence.   The survey will show (i) the location of

          the perimeter of the land by courses and distances and its square

          footage, (ii) the location of all improvements and   the

          relationship thereof by distances to the perimeter of the land,

          the building lines, and the street lines, (iii) any easements and

          rights-of-way, (iv) any building lines, (v) the lines of the

          streets abutting the land and the width thereof, (vi) any

          encroachments and the extent thereof in feet and inches upon the

          land, and (vii) any encumbrances of a physical nature (the

          "Survey").   Following receipt of the Survey, Purchaser shall have

          the same rights to object to facts shown on such survey, and

          Seller shall have the same obligations to cure said objections,

          as each party has with respect to defects in title as set forth

          in Paragraph 7(a) and (b) hereof.

      

       d.    The existence of any mortgage, other lien or encumbrance

          which Seller is obligated or otherwise agrees to discharge, shall

          not be an objection to title, provided that (x) instruments for

          the discharge of same are in compliance with Paragraph 7(f)

          below, together with recording and/or filing fees, and (y) the

          payment of said lien is deducted from the balance of Purchase

          Price paid on the Closing Date.   Unpaid liens for taxes, water

          charges and assessments shall not be objections to title, but the

          amount thereof, plus interest and penalties thereon, shall be

          deducted from the Purchase Price, and allowed to Purchaser,

          subject to the provisions for apportionment of such charges

          contained herein.

 

       e.    If, on the Closing Date, the Property or any part thereof

          shall be or shall have been affected by assessments which are, or

          which may become, payable in