STOCK PURCHASE AGREEMENT

Exhibit 10.0


                           STOCK PURCHASE AGREEMENT   


        THIS STOCK PURCHASE AGREEMENT (the "Agreement") is
entered into as of this 12th day of October, 2009 between and among
TOMI Environmental Solutions, Inc., a Florida corporation with principal
offices at 9454 Wilshire Blvd., Penthouse, Beverly Hills, CA 90212
("TOMI" or "Purchaser"), Advanced Disinfectant Technologies, LLC, an
Ohio Limited Liability Company with offices at 2696 Henkle Drive,
Lebanon, OH 45036 ("ADTEC" or the "Company"), and Jeff Szekely at
2696 Henkle Drive, Lebanon, OH 45036 ("Szekely").

                                R E C I T A L S

        WHEREAS, Szekely owns 92% of the issued and outstanding
member interests of the Company (the "Member Interests"); and

        WHEREAS, Szekely desires to sell to the Purchaser and the
Purchaser desires to purchase from Szekely Nineteen (19%) Percent of the
Member Interests in accordance with and subject to the terms and
conditions of this Agreement; and

        WHEREAS, TOMI and ADTEC have entered into a Letter of
Intent related to the purchase by TOMI of all ADTEC assets subject to a
separate Asset Purchase Agreement that shall include an independent
appraisal of ADTEC and appropriate financial statements; and the parties
agree that the appraisal and financial statements will determine the final
purchase price for the assets; 

        NOW, THEREFORE, in consideration of the preceding recitals
and the mutual representations, warranties, covenants and agreements set
forth herein, and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree as
follows:


                  I.  SALE AND PURCHASE OF MEMBER INTEREST

        1.1    Agreement to Sell and Purchase Member Interest.  For the
consideration hereinafter provided and subject to the terms and conditions
of this Agreement, at the Closing (as defined in Section 1.3 below)
Szekely shall sell, assign, transfer, convey and deliver to the Purchaser,
free and clear of all liens, charges, claims or encumbrances, and the
Purchaser shall purchase and acquire from Szekely, Nineteen (19%)
Percent of the Company's Member Interests.  At the Closing, Szekely
shall cause to be delivered to the Purchaser certificates representing the
purchased Member Interest, together with accompanying signed stock
power or instrument of assignment, duly endorsed in blank for the transfer
of the Member Interest to the Purchaser with all necessary transfer taxes
paid or other revenue stamps affixed thereto. 

        1.2    Purchase Price.  At the Closing, subject to the terms and
conditions of this Agreement, the Purchaser agrees to pay to Szekely, the
purchase price for the Member Interest, as follows:

                (a)    One Hundred Ninety Thousand (190,000) Shares of
TOMI Common Stock;

     
        1.3    Closing.  The closing of the sale and purchase of the
Member Interest under and in accordance with this Agreement (the
"Closing") shall take place at a mutually agreed upon location on or before
October 19, 2009 or such later date as may be mutually agreed to in
writing by the parties hereto (the "Closing Date").  Each party shall be
responsible for its own attorneys' fees, accountants' and other advisory
fees associated with the Closing.


        II.  REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND SZEKELY

        As an inducement to the Purchaser to enter into this Agreement
and to purchase the Member Interest, Szekely solely with respect to the
matters set forth in Sections 2.1, 2.5, and 2.14 through 2.17 and the
Company jointly and severally represent and warrant to the Purchaser as
set forth in this Article II.  The representations and warranties provided in
Sections 2.1, 2.5 and 2.14 through 2.17 which are made without limitation,
shall be limited to the knowledge of Szekely after reasonable inquiry.

        2.1    Ownership of Company Member Interest.  Szekely is the
owner of all right, title and interest (legal, record and beneficial) in and to
the Member Interest described in Schedule 2.1 of the disclosure schedules
attached to this Agreement (the "Disclosure Schedules"), free and clear of
any and all liens, charges, claims, encumbrances or restrictions of any
nature whatsoever (except for any restrictions on transfer imposed by any
federal securities laws or state blue sky laws).  The delivery to the
Purchaser of the Member Interest pursuant to and in accordance with the
provisions of this Agreement will transfer to the Purchaser good and
marketable title in and to all such Member Interest free and clear of any
and all liens, charges, claims encumbrances or restrictions of any kind or
nature whatsoever.  Except for warrants to purchase 3.5 Member Interests
from Szekely by two unaffiliated third parties, which has been disclosed to
Purchaser, no person has the right to purchase any Member Interest.

        2.2    Transactions in Capital Stock.  The Company has no
obligation (contingent or otherwise) to purchase, redeem or otherwise
acquire any of its equity securities or any interests therein or to pay any
dividend or make any distribution in respect thereof. 

        2.3    Organization and Good Standing: Qualification.  The
Company is a corporation duly organized, validly existing and in good
standing under the laws of its state of incorporation, with all requisite
corporate power and authority to own, operate and lease its assets and
properties and to carry on its business as currently conducted.  The
Company is in good standing in each jurisdiction where the character of
the property owned or leased by it or the nature of its activities makes such
qualification necessary.  Copies of the Articles of Organization of the
Company, as amended or restated, and the Bylaws of the Company, as
amended or restated, and copies of the corporate minutes of the Company,
all of which have been or will be made available to the Purchaser for
review, are true and complete as in effect on the date of this Agreement
and the Closing Date, and in the case of the corporate minutes, accurately
reflect all material proceedings of Directors of the Company (and all
committees thereof).  The member interest record books of the Company,
which have been or will be made available to the Purchaser for review,
contain true, complete and accurate records of the member interest
ownership of record of the Company and the transfer record for all of its
member interest. 

        2.4    Authorization and Validity.  The Company and Szekely
have all requisite power and authority to enter into this Agreement and all
other agreements entered into in connection with the transactions
contemplated hereby and to consummate the transactions contemplated
hereby and thereby.  The execution, delivery and performance by the
Company of this Agreement and the transactions contemplated herein are
within the Company's respective corporate powers and have been duly
authorized by all necessary action on the part of the Company's Board of
Directors.  This Agreement has been duly executed by the Company and
Szekely, and this Agreement and all other agreements and obligations
entered into and undertaken in connection with the transactions
contemplated hereby to which the Company or Szekely is a party
constitute, or upon execution will constitute, valid and binding agreements
of such parties, enforceable against such parties in accordance with their
respective terms, except as enforceability may be limited by bankruptcy or
other laws affecting the enforcement of creditors' rights generally, or by
general equity principles, or by public policy. 

        2.5    Absence of Conflicting Agreements or Required Consents. 
Except as set forth on Schedule 2.5, the execution, delivery and
performance of this Agreement by the Company and Szekely and any
other documents contemplated hereby (with or without the giving of
notice, the lapse of time, or both): (i) does not require the consent of any
governmental or regulatory body or authority or any other third party; (ii)
will not conflict with any provision of the Company's Articles of
Organization, as amended or restated, or Bylaws, as amended or restated;
(iii) will not conflict with result in a violation of, or constitute a default
under any law, ordinance, regulation, ruling, judgment, order or injunction
of any court or governmental instrumentality to which the Company or
Szekely is a party or by which the Company or Szekely or any of their
properties are subject or bound; (iv) will not conflict with, constitute
grounds for termination of, result in a breach of, constitute a default under,
require any notice under, or accelerate or permit the acceleration of any
performance required by the terms of any agreement, instrument, license
or permit, material to this transaction, to which the Company or Szekely
are a party or by which the Company or Szekely or any of their properties
are bound; and (v) will not create any encumbrance or restriction upon any
of the assets or properties of the Company or Szekely. 

        2.6    Absence of Changes.  Except as permitted or contemplated
by this Agreement, the Company has conducted its business only in the
ordinary course and has not:

                (a)    suffered any changes in its working capital,
condition (financial or otherwise), assets, liabilities, reserves, business or
operations (whether or not covered by insurance) that individually or in
the aggregate has had or could reasonably be expected to have a material
adverse effect on the Company's business, prospects or results of
operations ("Material Adverse Effect");

                (b)    paid, discharged or satisfied any material liability,
other than the payment, discharge or satisfaction of liabilities in the
ordinary course of business;

                (c)    written off as uncollectible any receivable, except
for write-offs in the ordinary course of business;

                (d)    except in the ordinary course of business and
consistent with past practice, canceled or compromised any debts or
waived or permitted to lapse any claims or rights or sold, transferred or
otherwise disposed of any of its properties or assets;

                (e)    entered into any commitment or transaction not in
the ordinary course of business that is material to the Company, taken as a
whole, or made any capital expenditure or commitment in excess of
$25,000;

                (f)    made any material changes in any method of
accounting or accounting practice, credit practices, collection policies, or
payment policies;

                (g)    except in the ordinary course of business consistent
with past practice, incurred any liabilities or obligations (absolute, accrued
or contingent) in excess of  $25,000;

                (h)    mortgaged, pledged, subjected or agreed to subject,
any of its assets, tangible or intangible, to any claim or encumbrance,
except for liens for current personal property taxes not yet due and payable
for mechanics, landlords, materialmen, and other statutory liens, purchase
money security interests, sale-leaseback interests granted and  all other
encumbrances granted in similar transactions;

                (i)    sold, redeemed, acquired or otherwise transferred
any equity or other interest in itself;

                (j)    increased any salaries, wages or any employee
benefits for any employee of the Company, except in the ordinary course
of business and consistent with past practice;

                (k)    hired, committed to hire or terminated any
employee except in the ordinary course of business;

                (l)    declared, set aside or made any payments, dividends
or other distributions to any Unit Holders, employee, independent
contractor or any other holder of capital stock of the Company other than
in accordance with customary and past practices pursuant to existing
agreements; or

                (m)    agreed, whether in writing or otherwise, to take any
action described in  this Section.

        2.7    Litigation and Claims.  There are no claims, lawsuits,
actions, arbitrations, administrative or other proceedings, governmental
investigations or inquiries pending or, to the knowledge of the Company
or Szekely, threatened against, or affecting the Company, Szekely, any
Company employee or any other individual affiliated with the Company
affecting or that would reasonably be likely to affect the Company, the
value of the Member Interest of the operations, business condition,
(financial or otherwise), results of operations or prospects of the Company.

        2.8    Environmental Matters.  Except as set forth on Schedule 2.8:

                (a)    the Company has not within the five years
preceding the date hereof, through the Closing Date, received from any
federal, state or local governmental body, agency, authority or entity, or
any other person, any written notice, demand, citation, summons,
complaint or order or any notice of any penalty, lien or assessment, and to
the knowledge of the Company or Szekely no investigation or review is
pending by any governmental entity, with respect to any (i) alleged
violation by the Company of any Environmental Law (as defined below);
(ii) alleged failure by the Company to have any environmental permit,
certificate, license, approval, registration or authorization required
pursuant to any Environmental Law in connection with the conduct of its
business, or (iii) alleged illegal Regulated Activity (as defined below) by
the Company;

                (b)    the Company has not engaged in any activity or
failed to undertake any activity which action or failure to act has given, or
would reasonably be likely to give, rise to any Environmental Liabilities
or enforcement action by any federal, state or local regulatory agency or
authority, or has resulted, or would reasonably be likely to result, in any
fine or penalty imposed pursuant to any Environmental Law;

                (c)    to the knowledge of the Company or Szekely, there
is no friable asbestos in or on the Company's owned or leased premises;

                (d)    to the knowledge of the Company or Szekely, no
soil or water in or under any assets currently or formerly held for use or
sale by the Company is or has been contaminated by any Hazardous
Substance (as defined below) while such assets or premises were owned,
leased or operated, directly or indirectly by the Company, where such
contamination had, or would be reasonably likely to have, a Material
Adverse Effect; and

                (e)    there have been no environmental audits and other
similar reports which have been prepared by, for or, to the knowledge of
the Company or Szekely, concerning the Company within the five years
preceding the date hereof through the Closing Date with respect to any
real property now or previously owned or leased by the Company or any
of its predecessors. 

        For the purpose of this Section 2.8 the following terms have the
following meanings:

        "Environmental Laws" shall mean any federal, state or local laws,
ordinances, codes, regulations, rules, policies and orders that are intended
to assure the protection of the environment, or that classify, regulate, call
for the remediation of, require reporting with respect to, or list or define
air, water, groundwater, solid waste, hazardous, toxic, or radioactive
substances, materials, wastes, pollutants or contaminants, or which are
intended to assure the safety of employees, workers or other persons,
including the public in each case as in effect on the date hereof;

        "Environmental Liabilities" shall mean all liabilities of the
Company, whether contingent or fixed, which (i) have arisen, or would
reasonably be likely to arise, under Environmental Laws and (ii) relate to
actions occurring or conditions existing on or prior to the date hereof or
the Closing Date;

        "Hazardous Substances" shall mean any toxic or hazardous
substances, material or waste or any pollutant or contaminant, or
infectious or radioactive substance or material, including without
limitation, those substances, materials and wastes defined in or regulated
under any Environmental Laws; and

        "Regulated Activity" shall mean any generation, treatment, storage,
recycling, transportation, disposal or release of any Hazardous Substances.

        2.9    Licenses and Authorizations.  The Company and each of its
employees or independent contractors is the holder of all valid licenses,
approvals, orders, consents, permits, registrations, qualifications and other
rights and authorizations required by law, ordinance, regulation or ruling
of any governmental regulatory authority necessary to operate its/his/her
business.  A true, correct and complete list of such licenses, permits and
other authorizations (if any), is set forth on Schedule 2.9, true, complete
and correct copies of which have been provided to the Purchaser.  No
violation, default, order or deficiency exists with respect to any of the
items listed on Schedule 2.9. 

        2.10    Proprietary Rights and Information.

                (a)    Set forth on Schedule 2.10 is a complete and
accurate list and summary description of the following: (i) all trademarks
(registered and unregistered), trade-names, service marks and other trade
designations, including common law rights, registrations and applications
therefor, currently owned in whole or part, or used by the Company, (ii)
all patents and applications therefor and inventions and discoveries that
may be patentable currently owned, in whole or in part, or used by the
Company, (iii) all licenses, royalties, and assignments thereof to which the
Company is a party (iv) all copyrights (for published and unpublished
works) currently owned in whole or part, or used by the Company and (v)
other similar agreements relating to the foregoing to which the Company
is a party (including expiration date if applicable) (collectively, the
"Proprietary Rights").

                (b)    Set forth on Schedule 2.10 is a complete and
accurate list and summary description of all agreements relating to
technology, trade secrets, know-how or processes that the Company is
licensed or authorized to use by others (other than technology, know-how
or processes that are generally available) or which it licenses or authorizes
others to use, true, correct and complete copies of which have been
provided to the Purchaser.  Except as set forth on Schedule 2.10, there are
no outstanding and, to the Company's knowledge or knowledge of
Szekely, any threatened disputes or disagreements with respect to any
such agreement. 

                (c)    Except as set forth on Schedule 2.10 (i) the
Company owns or has the legal right to use the Proprietary Rights without
conflicting with, infringing or violating the rights of any other person; (ii)
no consent of any person will be required for the use thereof by the
Purchaser upon consummation of the transactions contemplated hereby
and the Proprietary Rights are freely transferable; (iii) to the knowledge of
the Company or Szekely, no claim has been asserted by any person to the
ownership of or for infringement by the Company of any Proprietary
Right of any other person and neither the Company nor Szekely is aware
of any valid basis for any such claim; (iv) to the knowledge of the
Company or Szekely, no proceedings have been threatened which 
challenge the Proprietary Rights of the Company; and (v) the Company
has the right to use, free and clear of any adverse claims or rights of others,
all trade secrets, customer lists and proprietary information required for
the performance and marketing of  its business. 

        2.11    Agreements in Full Force and Effect.  All contracts,
agreements, plans, leases, policies and licenses referred to, or required to
be referred to, in the Disclosure Schedules are valid and binding, and are
in full force and effect and are enforceable in accordance with their terms,
except to the extent that the validity or enforceability thereof may be
limited by bankruptcy or other laws affecting the enforcement of creditors'
rights generally, or by general equity principles, or by public policy. 
Except as set forth on Schedule 2.11, there is no pending or, to the
knowledge of the Company and Szekely, threatened bankruptcy,
insolvency or similar proceeding with respect to any other party to such
agreements, and no event has occurred which (whether with or without
notice, lapse of time or the happening or occurrence of any other ev