CONTRACT OF SALE AND LEASEBACK

         This Contract of Sale and Leaseback (the "Contract"),  dated as of June
10, 1997 is made and entered into between  Earth Search  Sciences,  Inc., a Utah
corporation  (hereinafter  referred to as "Seller") and  Accuprobe,  Inc., a New
York corporation (hereinafter referred to as "Buyer").

RECITALS

         A. Seller has entered into an agreement to purchase two duplications of
the ESSI Probe 1 (the first such probe is hereinafter  individually  referred to
as a "Probe," and both probes are collectively referred to as the "Probes").

         B. Seller  wishes to sell the Probe to Buyer and  simultaneously  enter
into a long-term  lease of the Probe (such lease is  hereinafter  referred to as
the "Equipment  Lease").  The Equipment Lease shall be substantially in the form
attached hereto as Exhibit A.

         C. Buyer wishes to enter into a contract to purchase and leaseback  to
Seller the Probe on the terms  hereinafter  set forth.

         NOW,  THEREFORE,  for and in  consideration of the mutual covenants and
agreements hereinafter set forth, the parties agree as follows:

                                    ARTICLE I

                                  Defined Terms

         1.1  Definitions.  As used herein, the following terms shall have the
meanings given:

(a)  "Business  Day"  means  any  Monday  through  Friday on which  business  is
transacted by banks in Boise, Idaho.

(b) "Closing" means the  consummation of the purchase of the Probe by Buyer from
Seller in accordance with the terms and provisions of Article VII.

(c) "Closing Date" means the date on which the Closing occurs.

(d)  "Contract"  means the Supply  Contract  dated  September 11, 1995,  between
Manufacturer and Seller.

(e) "Effective Date" means the date on which a counterpart of this Agreement has
been fully executed and delivered by Buyer and Seller.

(f) "Manufacturer" shall mean Integrated Spectronics Pty Ltd, A.C.N 003 873 443,
a company incorporated under the laws of New South Wales, Australia.

<PAGE>

(g) "Operators" shall mean Quasar Resources,  Inc., a Wyoming corporation,  Bear
Creek Exploration,  Inc., a Nevada corporation, and such other entities to which
seller  licenses  the right to use the Probe  during  the term of the  Equipment
Lease.

(h) "Purchase Price" means the total consideration to be paid by Buyer to Seller
for the purchase of each Probe, as specified in Section 3.1 hereof.

(i)  "Warrants"  means the common stock purchase  warrants  described in Section
4.1.

        1.2 Other Defined  Terms  Certain other defined terms shall have the
respective meanings assigned to them elsewhere in this Agreement.

                                   ARTICLE II

                         Agreement of Purchase and Sale

On the terms and conditions  stated in this  Agreement,  Seller hereby agrees to
sell and convey the Probe to Buyer and lease it from Buyer,  and Buyer agrees to
purchase, and acquire the Probe from Seller and lease it to Seller.

                                   ARTICLE III

                                 Purchase Price

         3.1 Purchase  Price.  The Purchase  Price to be paid by Buyer to Seller
for the Probe  shall be  $2,500,000. Except for $200,000 being held by Buyer for
payment at the Closing, the parties acknowledge that Buyer has previously paid
the Purchase Price in full.  Seller represents and warrants that it has paid
Manufacturer in full for the Probe, and that no amounts remain owing or will
become owing by Seller to Manufacturer under the Contract.

        3.2 Assignment of Contract.  Seller hereby assigns to Buyer all of
Seller's right,  title and interest in and to the Contract,  subject  however to
Seller's rights under the Equipment Lease. This assignment is intended to secure
Buyer's right to  acquire  the Probe at the  Closing  subject  to the  Equipment
Lease. Attached  hereto as exhibit D is a consent to such  assignment  executed
by the Manufacturer.

        3.3 Advance.  Buyer has previously  advanced to Seller,  in addition to
the  Purchase  Price,  the  sum of ONE  MILLION  TWO  HUNDRED  THOUSAND  DOLLARS
($1,200,000) to fund the purchase of an additional Probe. Upon execution of this
Agreement,  Seller  shall  deliver  to Buyer a  promissory  note and  collateral
assignment   substantially  in  the  forms  set  forth  as  Exhibits  B  and  C,
respectively,  attached hereto,  to reflect the terms of Seller's  obligation to
repay such advances.

<PAGE>

                                   ARTICLE IV

                              Issuance of Warrants

         4.1 Issuance of  Warrants.  Upon the signing of this  Agreement  and in
consideration  of Buyer's  purchase  of the Probe,  Seller  shall issue to Buyer
1,000,000  shares  of  unregistered  common  stock of  Seller.  At  Closing,  in
consideration  of Buyer's  purchase of the Probe,  ESSI shall  isssue to Buyer a
warrant the form annexed  hereto as Exhibit E entitling  Buyer to purchase up to
1,000,000 shares of unregistered  common stock of Seller at an exercise price of
$2.00 per share,  which  warrant shall be  exercisable  at any time on or before
5:00 p.m. McCall, Idaho time on April 10, 2000.

                                    ARTICLE V

              Representations, Warranties, and Agreements of Seller

         5.2  Representations  and Warranties of Seller.  Seller  represents and
warrants to Buyer as of the Effective  Date and as of each Closing Date,  except
where specific reference is made to another date or dates, that:

                  (a) Seller has the full right,  power,  and  authority to sell
and convey the Probe as provided  in this  Agreement  and to carry out  Seller's
obligations  hereunder and under any other documents and instruments executed by
Seller pursuant  hereto,  and all requisite action necessary to authorize Seller
to enter into this Agreement and to carry out Seller's obligations hereunder and
under any other documents and instruments executed by Seller pursuant hereto has
been, or on the Closing Date, will have been, taken;

                  (b)  Seller is in good  standing  in the State of Idaho and in
each state in which it transacts business and it is authorized to do business in
each state in which it transacts business; and

                  (c)  Pursuant to this  Agreement,  Buyer is  acquiring  all of
Seller's  right,  title and  interest  in and to the Probe free and clear of any
liens.  Seller has,  or will have prior to closing  date for each Probe paid the
Manufacture in full for the Probe.

                                   ARTICLE VI

               Representations, Warranties and Agreements of Buyer

         Buyer  represents,  warrants and agrees with Seller as of the Effective
Date and as of each Closing  Date,  except where  specific  reference is made to
another date or dates, that:

                  (a) Buyer has the full right, power, and authority to purchase
and lease back the Probe as provided in this  Agreement and to carry out Buyer's
obligations  hereunder and under any other documents and instruments executed by
Buyer pursuant hereto,  and all requisite action necessary to authorize Buyer to
enter into this  Agreement  and to carry out Buyer's  obligations  hereunder and
under any other documents and instruments executed by Buyer pursuant here to has
been, or on the Closing Date, will have been, taken;

<PAGE>

                  (b)  Buyer  has  the   financial   capacity  to  complete  the
transactions described in this Agreement and Buyer's commitment to proceed is in
no way contingent  upon Buyer's  ability to obtain  external  financing for this
transaction;

                  (c) Buyer is an  "accredited  investor"  as  defined  in Rule
501 under the Securities Act of 1933; and

                  (d) Buyer and Buyer's  shareholders  shall deliver to Seller a
complete and accurate Confidential Investor Questionnaire,  in the form attached
as  Exhibit  F,  and  will  provide   Seller  any   additional   information  or
documentation  reasonably necessary to demonstrate to Seller's satisfaction that
Buyer and Buyer's shareholders are "accredited investor," as defined in Rule 501
under the Securities Act of 1933.

                                   ARTICLE VII

                                     CLOSING

         7.1 Date and Place of Closing.  The Closing  with  respect to the Probe
shall  take  place  on  the  date  of  delivery  of the  Probe  to  Seller  from
Manufacturer  pursuant to the Contract at Sydney,  Australia or such other place
as is mutually acceptable to Manufacturer and Seller,  although Buyer and Seller
need not be physically present at the Closing.

         7.2 Items to be Delivered at the Closing.

                  (a) Seller.  At the Closing,  Seller shall deliver or cause to
be delivered to Buyer,  at Seller's sole cost and expense (except as provided to
the contrary), the following items duly executed:

                           (i)      A Bill of Sale acknowledged by Seller,
        conveying the Probe to Buyer;

                           (ii)     An executed Equipment Lease with respect to
        the Probe;
and
                           (iii)    The Warrants.

                           (iv)     The executed  promissory note and collateral
        assignment in the forms attached hereto as Exhibit B and C,
        respectively.

                  (b)      Buyer.  At the Closing, Buyer, in addition to the
balance of the Purchase Price as referenced in Section 3.1, shall deliver to
Seller:

                           (i)      An executed Equipment Lease with respect to
        the Probe;
and
                           (ii)     An acknowledgment of receipt of title to the
        Probe.
                  (c)  Seller  and  Buyer.  At the  Closing  and  thereafter  if
requested by either party,  the parties  shall execute such other  documents and
take such other actions as may be reasonably  requested by the requesting  party
to effectuate the intent and purposes of this Agreement and the Equipment
Leases.

<PAGE>

         7.3  Delivery  and  Closing.  The  Probes  shall  be  delivered  to the
applicable Operator for use after the Closing.  Title to the Probe shall pass to
Buyer at the same point of delivery that Seller takes delivery of the Probe from
Manufacturer  at the Closing subject to the rights of Seller as tenant under the
Equipment Lease.

         7.4 Cost of  Closing.  Each party is  responsible  for paying the legal
fees of its counsel in  negotiating,  preparing,  and  closing  the  transaction
contemplated  by this Agreement.  Seller is responsible for paying fees,  costs,
and expenses identified herein as being the responsibility of Seller, including,
but not limited to the cost of acquiring and delivering the Probe.  This Section
7.5 shall survive the Closing for all purposes.

                                  ARTICLE VIII

                                  Risk of Loss

         Risk of loss,  damage or  destruction  to the  Probe  shall be borne by
Seller until the Closing is completed on the Closing  Date. In the event of such
loss,  damage or destruction,  Seller shall have a reasonable  period of time to
effect repair or replacement of the lost, damaged or destroyed Probe.

                                   ARTICLE IX

                              Defaults and Remedies

         If  either  party  shall  default  in  the  performance  of  any of its
obligations  hereunder,  and if such  default is not cured  within ten (10) days
after written  notice to the  defaulting  party  specifying  such  default,  the
nondefaulting  party  shall  have all  rights  and  remedies  to which it may be
entitled  by  law  and  under  this  Agreement   (including  the  right  of  the
nondefaulting  party to  obtain  specific  performance  against  the  defaulting
party).

                                    ARTICLE X

                                  Miscellaneous

         10.1     Notices.  All notices  required or permitted  hereunder shall
be in writing and shall be served on the parties at the following addresses:

         If to Seller:     Earth Search Sciences, Inc.
                           502 North 3rd Street
                           McCall, Idaho 83638
                           Attention: Larry F. Vance, Chairman
                           Telephone: (208) 634-7080
                           Fax: (208) 634-2978


         If to Buyer:      Accuprobe, Inc.
                           Longwood Road
                           Sands Point, NY  11050
                           Attention: Dr. Jan Arnett
                           Telephone:
                           Fax:
<PAGE>


         Copy to: Shea & Nornes

                           1393 Veterans Memorial Highway, Suite 100
                           Hauppauge, NY  11788
                           Attention:  J. Timothy Shea
                           Telephone: (516) 366-3666
                           Fax: (516) 366-3671

Any such  notice  shall be either (a) sent by  certified  mail,  return  receipt
requested,  in which case notice  shall be deemed  delivered  three (3) Business
Days after  deposit,  postage  prepaid,  in the U.S. Mail, (b) sent by overnight
delivery using a nationally recognized overnight courier, in which case it shall
be deemed  delivered one (1) Business Day after  deposit with such courier,  (c)
sent by  facsimile,  in  which  case  notice  shall  be  deemed  delivered  upon
transmission  of such notice to the appropriate Fax number above, or (d) sent by
personal  delivery.  The above addresses may be changed by written notice to the
other party. Copies of notices are for informational purposes only and a failure
to give or receive  copies of any  notice  shall not be deemed a failure to give
notice.

         10.2 Governing Law. This Agreement is being executed, delivered, and is
intended  to be  performed  in the  State of Idaho  and the laws of Idaho  shall
govern the  validity,  construction,  enforcement,  and  interpretation  of this
Agreement, unless otherwise specified herein.

         10.3  Entirety  and  Amendments.  This  Agreement  embodies  the entire
agreement   between  the  parties  and  supersedes  all  prior   agreements  and
understandings,  if  any,  relating  to  the  Probes,  and  may  be  amended  or
supplemented only by an instrument in writing executed by the party against whom
enforcement is sought.

         10.4 Right to Inspect.  Buyer shall have the right to inspect  Seller's
records for the purpose of auditing the use of the Probe and any  Royalties  due
under the Lease,  subject to such restriction as Seller may reasonably impose to
protect the  confidentiality  of the  records.  Such  inspections  shall be made
during reasonable business hours as may be set by Seller.

         10.5     Parties  Bound.  This  Agreement  is binding on and  inures to
the  benefit of Seller and Buyer and their  respective successors and permitted
assigns.

         10.6 Further  Acts.  In addition to the acts and deeds  recited in this
Agreement and  contemplated to be performed,  executed,  and/or  delivered under
this  Agreement,  Seller and Buyer agree to perform,  execute  and/or deliver or
cause to be  performed,  executed  and/or  delivered at the Closing or after the
Closing  all  further  acts,  deeds  and  assurances   reasonably  necessary  to
consummate the transactions  contemplated  hereby,  including without limitation
any documents or assurances  necessary to accommodate the reasonable requests of
either party with respect to tax treatment of the  transactions  contemplated by
this Agreement.

<PAGE>

         10.7     Multiple  Counterparts.  This  Agreement may be executed in
any number of  counterparts,  all of which taken together shall  constitute  one
and the same  contract and any of the parties to this  Agreement may execute the
Agreement by signing any of the counterparts.

         10.8     Exhibits.  The exhibits which are referenced  in, and attached
to, this  Agreement are  incorporated  in, and made, a part of, this Agreement
for all purposes.

         10.9  Assignment.  Neither  party  shall  have the right to assign  its
rights under this  Agreement to any person or entity  without the prior  written
consent of the other  party.  The giving or  withholding  of such which  consent
shall be in the sole discretion of that party.

         10.10  Attorney's  Fees. If either party hereto  employs an attorney to
enforce or defend its rights  hereunder,  the prevailing party shall be entitled
to recover its reasonable attorney's fees.

         10.11    No Third Party  Beneficiary.  This  Agreement is not  intended
to give or confer any  benefits,  rights,  privileges, claims, actions or
remedies to any person or entity as a third party beneficiary.

         10.12    Time.  Time is of the essence in the  performance  of each and
every term,  condition and covenant  contained in this Agreement.

         10.13 Construction.  The parties acknowledge that the parties and their
counsel have reviewed and negotiated  this Agreement and that the normal rule of
construction to the effect that any  ambiguities are to be resolved  against the
drafting party shall not be employed in the  interpretation of this Agreement or
any exhibits or amendments hereto.

         EXECUTED on the 10 day of June, 1997.

SELLER:                                     BUYER:

EARTH SEARCH SCIENCES, INC.                 ACCUPROBE, INC.
a Utah Corporation                          A New York Corporation

By: /s/ Larry Vance                         By: /s/ Jan Arnett
Title: Chairman                             Title: President