PURCHASE
      AGREEMENT

     

    
      	
              DATE:

            	
              February
                6,
                2008

            
	 	 
	
              SELLER:

            	
              COLUMBIA
                TUCSON LLC, an Arizona limited liability company

            
	 	
              Attention:
                Larry Howard

            
	 	
              Address: 
                145 East 57th Street, Fourth Floor

            
	 	
              New
                York, New
                York 10022

            
	
               

            	
              Telephone:
                212-355-5933

            
	
               

            	
              Federal
                Tax
                Identification or

            
	 	 
	
              BUYER:

            	
              Ionatron,
                Inc., a Delaware corporation 

            
	
               

            	
              Address:
                3950
                East Columbia

            
	
               

            	
               
                Tucson, Arizona 85716

            
	
               

            	
              Telephone:
                520-917-4288

            
	
               

            	
              Federal
                Tax
                Identification or

            
	 	 
	
              ESCROW
                AGENT:

            	
              LAWYERS
                TITLE
                AGENCY OF ARIZONA, L.L.C.

            
	
               

            	
              Address:
                One
                South Church, Suite 2040

            
	
               

            	
               
                Tucson, Arizona 85701

            
	
               

            	
              Telephone:
                (520) 740-0424

            
	
               

            	
              Escrow
                Officer: Pam Tighe

            
	
               

            	
              Escrow
                No.
                06154588

            


    

     

    
      	PROPERTY:	
              The
                property
                described on Exhibit A
                to this
                Agreement, to be confirmed by the Title Report pursuant to ARTICLE
                3,
                including
                all improvements and fixtures thereon and all rights and privileges
                appurtenant thereto, and including all personal property located
                upon the
                real property or within the improvements (the “Property”).

            


    

     

    ARTICLE
      1


     

    AGREEMENT
      OF THE
      PARTIES

     

    1.1 Agreement.
      In consideration
      of the mutual promises and covenants set forth in this Agreement, Seller agrees
      to sell and Buyer agrees to buy the Property on the terms and conditions set
      forth in this Agreement.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    ARTICLE
      2


     

    SALES
      PRICE AND
      PAYMENT TERMS

     

    2.1 Sales
      Price.
      The total
      purchase price (the "Purchase
      Price")
      which Buyer
      agrees to pay for Property is Two Million Two Hundred Thousand and No/100
      Dollars ($2,200,000.00), subject to adjustment as provided below, payable in
      cash or by wire transfer of good and available funds to the account of Escrow
      Agent on or before 11:00 a.m. MST on the Closing.

     

    2.2 Earnest
      Money. Within
      one (1)
      business day after the mutual execution of this Agreement, Buyer shall deposit
      with Escrow Agent by cash, cashier's check, or by wire transfer of good and
      available funds the sum of $25,000.00 as an earnest money deposit ("Earnest
      Money").

     

    2.3 Earnest
      Money
      Provisions.
      Escrow Agent is
      hereby instructed to deposit all such payments in a federally-insured money
      market or other similar account, subject to immediate withdrawal, at a bank
      located in Tucson, Arizona.

     

    If
      the escrow
      closes, all Earnest Money deposits in escrow shall be credited against the
      Purchase Price, and any interest earned on the Earnest Money deposits shall
      be
      paid to Seller. If the Earnest Money deposits are forfeited to Seller as
      provided by this Agreement, the Earnest Money deposits, with any interest earned
      thereon, shall be paid immediately to Seller. If Buyer is entitled at any time
      to a return of the Earnest Money deposits, any interest earned thereon shall
      be
      paid to Buyer.

     

    2.4 Adjustments
      to
      Purchase Price.
      Notwithstanding
      the above, Buyer
      shall at
      Closing receive a credit against the Purchase Price equal to the lesser of
      Ten
      Thousand Dollars ($10,000.00) or the sum of Buyer’s closing costs hereunder,
      including title insurance costs, if any, escrow costs, and actual attorneys
      fees
      incurred relating to this Agreement and the Closing hereof.

     

    ARTICLE
      3


     

    TITLE
      AND SURVEY
      MATTERS

     

    3.1 Preliminary
      Title Report.

     

    (a) Buyer
      acknowledges
      the receipt on January 25, 2008 of the current commitment for title insurance
      (the “Report”)
      on the Property
      showing the status of title to the Property as of the date of the Report and
      accompanied by legible copies of all documents referred to in the Report,
      whether as exception or otherwise.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    (b) Buyer
      shall have
      until February 7, 2008 at 5:00 p.m. Arizona time (the “Review
      Period”)
      to approve or
      disapprove of the status of title as shown by the Report. If Escrow Agent issues
      a supplemental or amended title report showing additional exceptions to title
      (an “Amended
      Report”),
      Buyer shall
      have three (3) business days (a “Supplemental
      Review Period”)
      from the date of
      receipt of the Amended Report, including copies of each document referred to
      in
      the Amended Report, in which to give notice of dissatisfaction as to any
      additional exceptions which materially and adversely affect the marketability
      of
      the title or value to the Property. If Buyer is dissatisfied in accordance
      with
      the paragraph with any exception to title as shown in the Report or an Amended
      Report, then, at Buyer’s sole option, Buyer may within the Review Period or
      Supplemental Review Period either cancel this Agreement by giving written notice
      of cancellation to Seller and Escrow Agent within the Review Period, or
      Supplemental Review Period, as appropriate, or Buyer may give notice that it
      provisionally accepts the title subject to Seller’s removal of any disapproved
      matters, exceptions or objections ("Objection
      Notice").
      Seller shall in
      writing, within three (3) days of receipt of Buyer's Objection Notice, notify
      Buyer that it elects to: a) cure the title or otherwise remove from the Report
      the matters to which Buyer has stated an objection, or proffer protective
      endorsements acceptable to Buyer in its sole discretion; or b) not to cure
      title or to remove such exceptions (the “Objection
      Rejection Notice”).
      In the event
      that Seller elects not to cure title or to remove such exceptions, elects to
      do
      so but fails to do so on or before the Closing, or in the event Buyer does
      not
      accept any endorsements proffered, Buyer may cancel this Agreement and all
      Earnest Money deposits shall then be returned to Buyer upon demand and all
      obligations of the parties hereunder shall terminate, or, alternatively, Buyer
      may waive such objections and the transaction shall close as
      scheduled.

     

    (c) Notwithstanding
      anything herein contained to the contrary, it is understood and agreed that
      title to the Property shall be delivered to Buyer at the Close of Escrow free
      and clear of all monetary liens and encumbrances, other than the lien for real
      property taxes and assessments or any monetary lien resulting from an action
      or
      agreement of Buyer, and that such monetary liens and encumbrances shall be
      released from the Property by Seller at Seller’s sole expense on or before the
      Close of Escrow. It is further understood and agreed that the existing lease
      of
      the Property, being that certain "Lease" dated as of November 15, 2002, as
      amended by that certain letter agreement of April 20, 2003 (the "Lease"),
      is the only
      lease impacting or affecting the Property. The parties agree that the Lease
      shall be deemed cancelled and terminated at the Close of Escrow, but shall
      remain in full force and effect should this transaction fail to
      close. 

     

    (d) If
      Buyer does not
      object to an exception to title as disclosed by a Report or Amended Report
      within the applicable time period, then except as provided in Section
3.1(c)
      above, such matter
      shall be deemed to have been approved by Buyer. If Seller does not timely elect
      and deliver its response to Buyer's Objection Notice, Seller shall be deemed
      to
      have given the Objection Rejection Notice. On or before the date which is the
      earlier of (i) 3 days after Seller’s delivery or deemed delivery of the
      Objection Rejection Notice and (ii) the Closing, Buyer may elect to cancel
      this
      Agreement by delivery of written notice of such cancellation to Seller and
      Escrow Agent (the “Cancellation
      Notice”).
      If Buyer fails
      to timely deliver the Cancellation Notice, such matters shall be deemed to
      have
      been approved by Buyer. Exceptions in the Report which are approved or deemed
      approved by Buyer pursuant to the provisions hereof shall be deemed to be
      acceptable to Buyer and shall be referred to herein as the “Permitted
      Exceptions.”

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    (e) Upon
      a cancellation
      in accordance with the provisions of this Section 3.1,
      all Earnest Money
      deposits shall be returned to Buyer, together with all documents deposited
      in
      escrow by Buyer. All documents deposited in escrow by Seller shall be returned
      to Seller, and this Agreement shall terminate.

     

    (f) Deed.
      At the Close of
      Escrow, Seller shall convey title to the Property to Buyer by special warranty
      deed (the “Deed”),
      in form
      attached hereto as Exhibit
      "B".

     

    3.2 Title
      Policy.


     

    (a) At
      the Close of
      Escrow, Seller shall at its cost provide Buyer with a standard coverage owner’s
      policy of title insurance issued by Lawyer's Title Insurance Corporation, a
      Nebraska corporation (the “Title
      Insurer”)
      in the full
      amount of the sales price (or the irrevocable commitment of the Title Insurer
      to
      issue such policy), effective as of the Close of Escrow, insuring Buyer that
      fee
      simple title to the Property is vested in Buyer, subject only to (i) the usual
      printed exceptions and exclusions contained in such title insurance policies,
      (ii) the Permitted Exceptions, and (iii) any other matters approved in writing
      by Buyer or resulting from the acts of Buyer or Buyer’s agents. 

     

    (b) If
      Buyer elects
      extended coverage or any special title insurance endorsements not otherwise
      provided by Seller in accordance with Section
      3.1(b),
      Buyer shall be
      responsible for satisfying, at its cost, Escrow Agent's requirements therefor
      and shall pay the difference between the premium for such policy and any special
      endorsements and the premium for a standard coverage policy.

     

    ARTICLE
      4

     

    ESCROW;
      CLOSING;
      AND PRORATIONS

     

    4.1 Escrow.
      An escrow for
      this transaction shall be established with Escrow Agent, and Escrow Agent is
      hereby engaged to administer the escrow. This Agreement constitutes escrow
      instructions to the Escrow Agent and a copy shall be deposited with Escrow
      Agent
      for this purpose. 

     

    4.2 Opening
      and
      Closing Dates.

     

    (a) Escrow
      shall be
      deemed open ("Opening
      of Escrow")
      on the date (the
“Opening
      Date”)
      when one (1)
      fully executed copy of this Agreement, together with the Earnest Money deposit
      of $25,000.00, has been delivered to Escrow Agent. Escrow Agent shall advise
      Buyer and Seller in writing of the Opening Date.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    (b) The
      closing of this
      transaction and escrow (referred to in this Agreement as the “Closing”
or
      the
“Close
      of
      Escrow”)
      shall occur as
      soon as possible after expiration of the Feasibility Period in ARTICLE
      7,
      and after
      expiration of the time periods in ARTICLE
      3
      for title review
      and objection, with the parties cooperating to attempt to achieve a Closing
      on
      February 8, 2008. Should the Feasibility Period, other periods, or similar
      issues cause a delay beyond such date, then the Closing shall be on or before
      February 15, 2008. 

     

    4.3 Escrow
      Cancellation Charges.
      If the escrow
      fails to close because of Seller’s default, Seller shall be liable for all
      customary escrow cancellation charges. If the escrow fails to close because
      of
      Buyer’s default, Buyer shall be liable for all customary escrow cancellation
      charges. If the escrow fails to close for any other reason, Seller and Buyer
      shall each be liable for one-half (1/2) of all customary escrow cancellation
      charges.

     

    4.4 Closing
      Costs
      and Prorations.

     

    (a) Upon
      the Close of
      Escrow, Seller agrees to pay one-half (1/2) of the escrow charges and the entire
      cost of the standard coverage owner’s policy of title insurance.

     

    (b) Upon
      the Close of
      Escrow, Buyer agrees to pay one-half (1/2) of the escrow charges and if Buyer
      has elected to receive an ALTA extended owner’s title insurance policy and any
      endorsements or the premium for such policy, less the premium for a standard
      coverage policy in the same amount and the cost of any endorsements, shall
      be
      paid by Buyer.

     

    (c) Real
      estate taxes,
      property owners’ association assessments, utility charges, irrigation
      assessments, either existing or proposed, improvement liens and other special
      assessments shall be paid by Buyer pursuant to the terms of the Lease. Any
      other
      closing costs shall be paid by Buyer and Seller according to the usual and
      customary practice in Pima County, Arizona.

     

    (d) Seller
      agrees that
      all closing costs payable by Seller shall be deducted from Seller’s proceeds at
      the Close of Escrow. On or before the Close of Escrow, Buyer shall deposit
      with
      Escrow Agent in immediately available funds an amount sufficient to pay all
      closing costs payable by Buyer.

     

    (e) Any
      and all
      prepayments of rent under the Lease shall be credited to Buyer or refunded
      to
      Buyer from Seller, and rent for any current periods shall be prorated. Any
      deposits, whether for rents, security, or otherwise shall be refunded to Buyer.
      

     

    4.5 Recording
      and
      Filing of Documents.
      At the Closing,
      the following documents shall be recorded by Escrow Agent in the Pima County
      Recorder’s Office, in the sequence listed below:

     

    (a) Deed;
      and


     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    (b) Such
      other
      documents as may be necessary or appropriate to transfer and convey all of
      the
      Property to Buyer and to otherwise consummate this transaction in accordance
      with the terms of this Agreement. 

     

    ARTICLE
      5


     

    MATTERS
      RELATING TO
      THE ESCROW PERIOD

     

    5.1 Possession.
      Possession of the
      Property shall remain in Buyer pursuant to the Lease, and shall be
      unconditionally delivered to Buyer upon the Close of Escrow. Buyer may at any
      time enter examine the Property, conduct soil tests and engineering feasibility
      studies, and plan for any proposed development of the Property. Buyer agrees
      to
      indemnify Seller and hold Seller harmless from any injury, cost, liability
      or
      expense to person or property arising out of Buyer’s exercise of the rights
      granted by this Section (unless resulting from Seller’s gross negligence or
      intentional misconduct) and this indemnity shall survive the Close of Escrow
      or
      the cancellation of this Agreement.

     

    5.2 Information.
      Buyer hereby
      acknowledges that, Seller has provided Buyer with the following:

     

    (a) Copies
      of all
      surveys, site plans, studies, engineering plans or reports, architectural plans,
      and other materials relating to the Property in Seller’s possession, if any. If
      this Agreement is canceled, all of the information so provided shall be returned
      to Seller; otherwise, Buyer may retain such information; and

     

    (b) Copies
      of all
      existing warranties, guarantees and permits relating to the Property, and any
      existing contracts relating in any way to the Property in Seller’s possession,
      if any.

     

    5.3 Condemnation.
      In the event of
      the condemnation (or sale in lieu thereof) of more than ten percent (10%) of
      the
      total square footage of the Property prior to the Close of Escrow, Buyer shall
      have the right to cancel this Agreement by giving written notice of cancellation
      to Seller, in which event all Earnest Money deposits shall be returned to Buyer
      with any interest earned thereon, and the Agreement shall be cancelled. If
      condemnation (or sale in lieu thereof) of less than ten percent (10%) of the
      total square footage of the Property occurs prior to the Close of Escrow or
      if
      Buyer elects to close the escrow notwithstanding the taking of more than ten
      percent (10%) of the Property prior to the close, Buyer shall receive all awards
      or payments made therefor by the condemning authority to which Seller is
      entitled and shall proceed to close the escrow and pay the total sales price
      provided herein.

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    5.4 Risk
      of
      Loss.
      In view of the
      provisions of the Lease which require Buyer to insure the Property, the risk
      of
      loss or damage to the Property until the Close of Escrow shall be borne by
      Buyer, but in the event of any insurable loss on or prior to Closing, due to
      casualty or otherwise, all proceeds of insurance shall be used to repair and
      restore the Property and improvements thereon and all insurance proceeds shall
      be the property of Buyer. If Seller should, prior to Closing, fail to cooperate
      in remitting insurance proceeds to Buyer, Buyer, at Buyer’s option, may
      either:

     

    (a) Cancel
      this
      Agreement without further liability to Buyer or Seller, whereupon the Escrow
      Agent shall return to Buyer all Earnest Money deposits and the Escrow Agent
      shall return to Buyer any documents delivered by Buyer to the Escrow Agent;
      or

     

    (b) Proceed
      with the
      closing of escrow, and, at Buyer’s option, either receive a mutually agreed
      abatement of the purchase price or be entitled to pursue any right or remedy
      to
      recover such proceeds.

     

    If
      Seller should,
      subsequent to Closing, fail to cooperate in remitting insurance proceeds to
      Buyer, Buyer may pursue any action at law or in equity.

     

    5.5 Maintenance
      of
      Property.
      Buyer, pursuant
      to the Lease, agrees to maintain the Property and all improvements and
      landscaping thereon in good condition and repair until the Close of
      Escrow.

     

    5.6 Material
      Changes.
      Seller shall
      report to Buyer any material changes in and otherwise to update and bring
      current as of the Close of Escrow any and all information furnished by Seller
      to
      Buyer pursuant to this Agreement.

     

    ARTICLE
      6


     

    LIMITED
      REPRESENTATIONS OF SELLER AND BUYER

     

    6.1 Buyer
      acknowledges
      that it has been the only occupant/tenant on the Property since March 2003
      which
      is the majority of time Seller has owned the Property and is more familiar
      and
      has more knowledge and information about the Property than Seller and Buyer
      represents and warrants to Seller (and on the Closing Date shall be deemed
      to
      represent and warrant) the following:

     

    (a) Organizational
      Status.
      Buyer has the
      full power and authority to enter into and perform it’s obligations under this
      Agreement. Mr. Dana Marshall, Chief Executive Officer on behalf of Buyer has
      the
      full power and authority on behalf of Buyer to perform every act and to execute
      and deliver every document and instrument necessary or appropriate to consummate
      the transaction contemplated hereby. 

     

    (b) Entity
      Action.
      All action on the
      part of Buyer which is required for the execution, delivery and performance
      by
      Buyer of this Agreement and each of the documents and agreements to be delivered
      by Buyer at the closing has been duly and affectively taken. 

     

    (c) Enforceable
      Nature of Agreement.
      This Agreement in
      each of the documents and agreements to be delivered by Buyer at the closing,
      constitute legal, valid and binding obligation of Buyer.

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    (d) Violations,
      Consent, Default.
      Neither the
      execution of this Agreement nor the performance hereof by Buyer will result
      in
      any breach or violation of the terms of any law, rule, ordinance or regulation
      or of decree, judgment or order from any court or governmental body. There
      are
      no consents, waivers, authorizations or approvals from any third party necessary
      to be obtained by Buyer in order to carry out the transaction contemplated
      by
      this agreement.

     

    (e) Litigation.
      To the actual
      knowledge of Buyer, neither Buyer nor any of its officers or directors is a
      party to any pending or threatened action, suit, proceeding or investigation
      by
      any court or governmental board, commission, agency, department or officer
      arising from or relating to the Property. To the actual knowledge of Buyer,
      Buyer is not subject to any order, judgment, decree or governmental restriction
      which would adversely affect either the Property or the use thereof in the
      manner presently being conducted by Buyer.

     

    (f) Governmental
      Restrictions.
      To the actual
      knowledge of Buyer, Buyer has not received, nor is aware of, any notifications,
      restrictions, or stipulations from the United States of America, the State
      of
      Arizona, the County of Pima, the City of Tucson, or any governmental authority
      requiring any work to be done on the Property or threatening the use of the
      Property. To the actual knowledge of Buyer, there are no pending or threatened
      condemnation proceedings affecting any portion of the Property.

     

    6.2 Seller
      makes the
      following representations and warranties and which shall survive the Close
      of
      Escrow:

     

    (a) Organizational
      Status.
      Seller has full
      power and authority to enter into and to perform its obligations under this
      Agreement. Dr. Lawrence Howard on behalf of Seller has full power and authority
      on behalf of Seller to perform every act and to execute and deliver every
      document and instrument necessary or appropriate to consummate the transactions
      contemplated hereby. 

     

    (b) Entity
      Action.
      All action on the
      part of Seller which is required for the execution, delivery and performance
      by
      Seller of this Agreement and each of the documents and agreements to be
      delivered by Seller at the Closing has been duly and effectively
      taken.

     

    (c) Enforceable
      Nature of Agreement.
      This Agreement
      and each of the documents and agreements to be delivered by Seller at the
      closing, constitutes legal, valid and binding obligation of Seller.

     

    (d) Violations;
      Consents; Defaults.
      Neither the
      execution of this Agreement nor the performance hereof by Seller will result
      in
      any breach or violation of the terms of any law, rule, ordinance, or regulation
      or of any decree, judgment or order from any court or governmental body. There
      are no consents, waivers, authorizations or approvals from any third party
      necessary to be obtained by Seller in order to carry out the transactions
      contemplated by this Agreement. 

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    (e) Litigation.
      To the actual
      knowledge of Seller, neither Seller nor any of its members is a party to any
      pending or threatened action, suit, proceeding or investigation by any court
      or
      governmental board, commission, agency, department or officer arising from
      or
      relating to the Property. To the actual knowledge of Seller, Seller is not
      subject to any order, judgment, decree or governmental restriction which would
      adversely affect either the Property or the use thereof in the manner presently
      being conducted by Seller. 

     

    (f) Governmental
      Restrictions.
      To the actual
      knowledge of Seller, Seller has not received, nor is aware of, any
      notifications, restrictions, or stipulations from the United States of America,
      the State of Arizona, the County of Pima, the City of Tucson, or any other
      governmental authority requiring any work to be done on the Property or
      threatening the use of the Property. To the actual knowledge of Seller, there
      are no pending or threatened condemnation proceedings affecting any portion
      of
      the Property.

     

    (g) Leases
      and
      Agreements.
      Other than the
      Lease, there are no unrecorded leases, arrangements, agreements, understandings,
      options, contracts, or rights of first refusal affecting or relating to the
      Property.

     

    ARTICLE
      7


     

    CANCELLATION
      RIGHTS

     

    Buyer
      shall have
      until 5:00 p.m. Arizona time on February 7, 2008 to study or investigate to
      Buyer's satisfaction the feasibility and suitability of the Property for Buyer's
      long term intended use (the “Feasibility
      Period”).
      During the
      Feasibility Period, Buyer, at Buyer's expense, may cause to be prepared or
      performed any and all reports and studies deemed appropriate by Buyer in order
      to perform its due diligence investigation and analysis of the Property. Until
      expiration of the Feasibility Period, Buyer shall have the right to cancel
      this
      Agreement for any reason whatsoever and shall be entitled to a return of all
      Earnest Money by giving Seller written notice of cancellation on or prior to
      expiration of the Feasibility Period. If written notice of cancellation is
      not
      given on or before the expiration of the Feasibility Period as set forth herein,
      then Buyer shall be deemed to have waived Buyer's right to cancel this Agreement
      under this ARTICLE
      7.

     

     

    ARTICLE
      8


     

    CERTIFICATION
      AS TO
“NON-FOREIGN” STATUS

     

    8.1 Certification.
      At the Closing,
      Seller shall deliver or cause to be delivered to Buyer, at Seller’s sole cost
      and expense, a certification in a form approved by Buyer, signed and
      acknowledged by Seller under penalties of perjury, certifying that Seller is
      not
      a nonresident alien, foreign corporation, foreign partnership, foreign trust,
      foreign estate, or other foreign person within the meaning of Section 1445
      and
      7701 of the Internal Revenue Code of 1986 and the Treasury Regulations
      thereunder (collectively the “IRC”).


     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

    8.2 Application
      to
      Purchase Price.
      Any amount
      withheld by Buyer and paid to the United States Treasury as required by Section
      1445(a) of the IRC shall nevertheless be considered, for all purposes, as a
      payment by Buyer to Seller on account of the Purchase Price.

     

    ARTICLE
      9


     

    CLOSING
      DOCUMENTS

     

    9.1 Seller’s
      Closing
      Documents.
      On or before the
      Close of Escrow, Seller shall deposit into escrow the following documents for
      delivery to Buyer at the Close of Escrow, each of which shall have been duly
      executed and, where appropriate, acknowledged, and shall be in form and
      substance satisfactory to Buyer and Buyer’s legal counsel (unless otherwise
      noted):

     

    (a) The
      Deed in the
      form required by Section
      3.1;

     

    (b) An
      Affidavit of
      Value as required by law;

     

    (c) A
      Bill of Sale in
      the form of Exhibit
      C
      hereto conveying
      to Buyer Seller’s interest, if any, in all personal property and fixtures
      located on or within the improvements on the Property, which personal property
      and fixtures shall include, without limitation, all furniture, telephone and
      electrical systems, computers and computer systems, clean rooms and vaults,
      ceiling tiles and suspensions, telephone systems, mechanical systems, window
      and
      wall coverings, flooring, and all other fixtures or improvements, and all other
      rights and appurtenances;

     

    (d) An
      executed and
      acknowledged Assignment in the form of Exhibit D
      hereto
      transferring to Buyer all assignable guarantees, warranties and permits issued
      or made in connection with the construction, improvement, alteration or repair
      of the Property or any part thereof;

     

    (e) All
      keys, and books
      and records in Seller’s possession relating to the maintenance, operation and
      leasing of the Property, if any; and

     

    (f) Such
      other
      documents and items as may be necessary or appropriate to transfer and convey
      all of the Property to Buyer and to otherwise consummate this transaction in
      accordance with the terms of this Agreement.

     

    9.2 Buyer’s
      Closing
      Documents.
      On or before the
      Close of Escrow, Buyer shall deposit into escrow the following documents for
      delivery to Seller at the Close of Escrow, each of which shall have been duly
      executed and, where appropriate, acknowledged and shall be in form and substance
      reasonably satisfactory to Seller and Seller’s legal counsel (unless otherwise
      noted):

     

    (a) An
      Affidavit of
      Value so required by law; and

     

    (b) Such
      other
      documents as may be necessary or appropriate to consummate this transaction
      in
      accordance with the terms of this Agreement.

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

     

    ARTICLE
      10


     

    REMEDIES

     

    10.1 Seller’s
      Remedies.
      If Buyer fails to
      deposit the remainder of the sales price in the time and manner set forth in
      this Agreement or to perform when due any other act required by this Agreement
      provided Seller is not then in default, Seller’s sole and exclusive remedy shall
      be to cancel this Agreement and the escrow, such cancellation to be effective
      five (5) days after Seller gives written notice of cancellation to Buyer and
      Escrow Agent. If Buyers default is not cured within such five (5) day period,
      Seller shall be entitled to receive all Earnest Money deposits in escrow (and
      Escrow Agent is hereby instructed to deliver such deposits to Seller), all
      as
      liquidated damages and not as a penalty, the parties agreeing and hereby
      stipulating that the exact amount of damages would be extremely difficult to
      ascertain and that the Earnest Money deposits constitute a reasonable and fair
      approximation of such damages.

     

    10.2 Buyer’s
      Remedies.
      If Seller fails
      to perform when due any act required by this Agreement to be performed provided
      Buyer is not then in default, then following a period of five (5) days after
      a
      Buyer has given written notice of Seller’s default to Seller and Escrow Agent
      and Seller has not cured the Seller’s default within such five-day period,
      Buyer’s sole and exclusive remedies shall be to, either (i) cancel this
      Agreement by written notice to Seller and receive a full refund of the Earnest
      Money deposits and terminate this agreement or (ii) bring an action to compel
      specific performance of Seller’s obligation hereunder, thereby waiving any other
      legal or equitable remedies against Seller; provided, however, that any action
      for specific performance must be filed and served upon Seller within thirty
      (30)
      days after Seller’s alleged failure to perform, otherwise Buyer shall be deemed
      to have elected in accordance with clause (i) above. 

     

    ARTICLE
      11


     

    GENERAL
      PROVISIONS

     

    11.1 Assignment.
      At any time on or
      before February 6, 2008, Buyer may assign its rights under this Agreement to
      an
      assignee of Buyer’s free choice. Upon execution by the assignee of a document
      whereby the assignee assumes the obligations of Buyer and agrees to perform
      such
      obligations, Seller hereby agrees that the assignor shall be released from
      all
      obligation and liability as Buyer under this Agreement and that Seller will
      accept performance of all of Buyer’s obligations by the assignee.

     

    11.2 Cooperation.
      Seller shall
      cooperate fully with Buyer in obtaining any necessary governmental approvals
      to
      the transfer of any item of property being sold to Buyer pursuant to this
      Agreement.

     

    11.3 Binding
      Effect.
      The provisions of
      this Agreement are binding upon and shall inure to the benefit of the parties
      and their respective heirs, personal representatives, successors and
      assigns.

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

     

    11.4 Attorneys’
      Fees.
      If any action is
      brought by either party in respect to its rights under this Agreement, the
      prevailing party shall be entitled to reasonable attorneys’ fees and court costs
      as determined by the court.

     

    11.5 Waivers.
      No waiver of any
      of the provisions of this Agreement shall constitute a waiver of any other
      provision, whether or not similar, nor shall any waiver be a continuing waiver.
      Except as expressly provided in this Agreement, no waiver shall be binding
      unless executed in writing by the party making the waiver. Either party may
      waive any provision of this Agreement intended for its benefit; provided,
      however, such waiver shall in no way excuse the other party from the performance
      of any of its other obligations under this Agreement.

     

    11.6 Construction.
      This Agreement
      shall be construed according to Arizona law. References in this Agreement to
      “Sections” or “Articles” are to the Sections and Articles in this Agreement,
      unless otherwise noted.

     

    11.7 Knowledge
      of
      Seller.
      Where a
      representation or warranty is qualified by the phrase “to the actual knowledge
      of Seller” or words of similar import, such phrase means that the representation
      or warranty is made to the actual knowledge of Mr. Robert Howard with no duty
      to
      investigate. Notwithstanding anything hereto the contrary, Mr. Howard shall
      not
      have any personal liability or liability whatsoever with respect to any matters
      set forth in this Agreement or Seller’s representations and/or warranties herein
      being or becoming untrue, inaccurate or incomplete in any respect.

     

    11.8 Knowledge
      of
      Buyer.
      Where a
      representation or warranty is qualified by the phrase “to the actual knowledge
      of Buyer” or words of similar import, such phrase means that the representation
      or warranty is made to the actual knowledge of Mr. Dana Marshall with no duty
      to
      investigate. Notwithstanding anything hereto the contrary, Mr. Dana Marshall
      shall not have any personal liability or liability whatsoever with respect
      to
      any matters set forth in this Agreement or Buyer’s representations and/or
      warranties herein being or becoming untrue, inaccurate or incomplete in any
      respect.

     

    11.9 Time.
      Time is of the
      essence of this Agreement.

     

    11.10 Notices.

     

    (a) Notices
      shall be in
      writing and shall be given by personal delivery to a responsible person, by
      deposit in the United States mail, certified mail, return receipt requested,
      postage prepaid, or by express delivery service, freight prepaid. Notices shall
      be delivered or addressed to Seller and Buyer at the addresses set forth on
      the
      first page of this Agreement or at such other address as a party may designate
      in writing. The date notice is deemed to have been given, received and become
      effective shall be the date on which the notice is delivered.

     

    
      	
            	(b)	
              A
                copy of
                each notice to Seller shall also be sent to:

               

              
                Snell
&
                  Wilmer, LLP

                1500
                  Unisource Tower

                One
                  South
                  Church

                Tucson,
                  Arizona 85701

                Attn:
                  Marc G.
                  Simon

              

            


    

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

     

    
      	
            	(c)	
              A
                copy of
                each notice to Buyer shall also be sent to:

               

              
                Lewis
                  and
                  Roca LLP

                One
                  South
                  Church, Suite 700

                Tucson,
                  AZ
                  85701

                Attn:
                  Celeste
                  Steen

              

            


    

     

    Copies
      of all
      notices shall also be given to Escrow Agent. The copies of notices sent in
      accordance with this Section
      11.10(b)
      and
      (c)
      are informational
      and are not required in order for the notices given pursuant to Section
      11.10(a)
      to be
      effective.

     

    11.11 Further
      Documentation.
      Each party agrees
      in good faith to execute such further or additional documents as may be
      necessary or appropriate to fully carry out the intent and purpose of this
      Agreement.

     

    11.12 Authorization.

     

    (a) Prior
      to the Close
      of Escrow, Seller shall provide Buyer and Escrow Agent with a certified copy
      of
      a resolution of the members of Seller, which resolution shall be in full force
      and effect, approving this transaction and designating the person or persons
      authorized to sign documents on behalf of Seller.

     

    (b) Prior
      to the Close
      of Escrow, Buyer shall provide Seller and Escrow Agent with a certified copy
      of
      resolution of the Board of Directors of Buyer, which resolution shall be in
      full
      force and effect, approving this transaction and designating the person or
      persons authorized to sign documents on behalf of Buyer.

     

    11.13 Time
      Periods.
      Except as
      expressly provided for herein, the time for performance of any obligation or
      taking any action under this Agreement shall be deemed to expire at five o’clock
      p.m. (Tucson time) on the last day of the applicable time period provided for
      herein. If the time for the performance of any obligation or taking any action
      under this Agreement expires on a Saturday, Sunday or legal holiday, the time
      for performance or taking such action shall be extended to the next succeeding
      day which is not a Saturday, Sunday or legal holiday.

     

    11.14 Headings
      and
      Counterparts.
      The headings of
      this Agreement are for purposes of reference only and shall not limit or define
      the meaning of any provision of this Agreement. This Agreement may be executed
      in any number of counterparts, each of which shall be an original but all of
      which shall constitute one and the same instrument.

     

    11.15 Publicity.
      Except as may be
      required by law or any governmental authority, or to obtain any consents or
      approvals required by this Agreement, Seller and Buyer shall not, without the
      consent of the other party, make any public disclosure of the existence of
      this
      Agreement, the parties hereto, the terms hereof or any other matter related
      hereto; and they shall use their best efforts to avoid such publicity in any
      newspaper or magazine, or on any radio or television station, or through any
      other medium of publication.

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

     

    11.16 Entire
      Agreement.
      This Agreement,
      including Exhibits attached hereto, constitutes the entire agreement between
      the
      parties pertaining to the subject matter contained in this Agreement. All prior
      and contemporaneous agreements, representations and understandings of the
      parties, oral or written, are superseded by and merged in this Agreement. No
      supplement, modification or amendment of this Agreement shall be binding unless
      in writing and executed by Buyer and Seller.

     

    


    
      	
              "Buyer"

               

              Ionatron,
                Inc.

               

              By:
                /s/
                Kenneth Wallace 

               

              Its:
                Chief
                Financial Officer

               

              Print
                Name:
                Kenneth Wallace

            	
              “Seller”

               

              COLUMBIA
                TUCSON LLC 

               

              By:/s/
                Lawrence Howard

               

              Its:
                Managing
                Member

               

              Print
                Name:
                Lawrence Howard

            


    

    


    
      
         

      

      
        14