DIONICS INC
EX-10.1
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>ex101.txt
<DESCRIPTION>EX-10.1
<TEXT>
                      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 annual installments, of which the
          first installment is then a charge or lien, or has been paid,
          then for the purposes of this Agreement all of the unpaid
          installments of any such assessments which are, or which may
          become, payable in annual installments, of which the first
          installment is then a charge or lien, or has been paid, then for
          the purposes of this Agreement all of the unpaid installments of
          any such assessments, including those which are to become due and
          payable after the Closing Date, shall be deemed to be due and
          payable and shall be deemed liens upon the Property, and shall be
          prorated on the Closing Date.

       f.   Seller agrees to execute and deliver to the Title Company
          any instrument or deposit, including any consents, indemnities or
          affidavits, required of Seller to remove or discharge an
          objection to title or defect in marketability or to indicate the
          terms and reduced amount of any mortgage or other lien on the
          Property.  Such deliveries shall be in such form, terms,
          conditions and amount and be made in such manner as may be
          required by the Title Company to insure title and to satisfy said
          company sufficiently for them to either certify the said facts
          and/or omit any exception to title and/or guarantee to Purchaser
          against collection of any item out of the Property.  Said
          instrument shall also be satisfactory in form to any mortgage
          lender procured by Purchaser.

     8.   APPORTIONMENTS.  As Seller will be simultaneously entering
into  the Lease on the Closing Date that provides for payment  by
Seller, as Tenant, of all expenses in connection with the use and
occupancy  of  the  Premises, there will  be  no  adjustments  at
Closing  for real estate taxes, water charges, sewer  rents,  and
fuel.  The only adjustments which may be due at Closing  are  for
sums  which are required to be paid by either party to the  other
at  the Closing pursuant to the provisions of this Agreement.  In
addition,  Seller  shall continue to pay all utilities  servicing
the  Property  so  required to obtain  final  readings  for  such
utilities.

     9.   EXISITING LEASES.  The parties acknowledge that Seller is
the current and sole occupant of the Property and that Seller has
no  lease,  license  or occupancy agreement  for  said  Property.
Seller shall not be permitted to amend, modify or renew any lease
of  all  or  any portion of the Property and enter into  any  new
lease  for  any portion of the Property that may now or hereafter
become vacant without the written consent of the Purchaser.

           Seller  indemnifies and holds Purchaser harmless  from
and  against  any  and  all  loss, cost,  liability,  damage  and
expense, including reasonable attorneys' fees, arising out  of  a
breach  of  the  foregoing representation.  The  foregoing  shall
survive the Closing Date.

     10.  CERTIORARI.

       a.   Seller represents and Purchaser acknowledges that there is
          currently a certiorari proceeding pending for the reduction of
          the assessed valuation of the Property and Seller instituted said
          proceeding.  If there is a proceeding pending, Seller may not
          settle such proceedings without Purchaser's written consent,
          which shall not be unreasonably withheld.  If there is not a
          proceeding pending, Seller, at Purchaser's request and expense,
          shall institute a tax reduction proceeding for the year in which
          the Closing Date occurs.

       b.   The provisions of this Paragraph 10 shall survive the
          Closing Date.

     11.  CASUALTIES.

       a.   Seller represents, warrants and covenants as of the date
          hereof and the Closing Date that it (x) maintains the insurance
          policy on the Property as more fully detailed on Exhibit "D"
          hereto (the "Insurance Policy") and (y) shall maintain, and pay
          the premiums for, the Insurance Policy for the term of this
          Agreement through the Closing Date.  The provisions of this
          Paragraph 11(a) shall survive the Closing Date.

       b.   If between the date of this Agreement and the Closing Date,
          all or any part of the Property is damaged by fire or other
          casualty, then notwithstanding the provisions of any statute to
          the contrary, Seller shall give Purchaser written notice of any
          fire or casualty occurring prior to the Closing Date within five
          (5) business days after Seller has received actual notice of such
          occurrence.

       c.   If, as a result of such fire or casualty, the estimated cost
          of restoration of the Property is in excess of twenty (20%)
          percent of the Purchase Price, Purchaser shall have the right to
          cancel this Agreement by written notice to the Seller within a
          reasonable amount of time after Purchaser receives the foregoing
          notice.  The cost of restoring the Property, for the purposes of
          this provision, shall be determined by the written estimate of a
          reputable contractor mutually agreeable to Seller and Purchaser
          which estimate shall be conclusive.  In the event of such
          cancellation by the Purchaser, the Deposit, plus accrued interest
          earned thereon, shall be returned to Purchaser, whereupon neither
          party shall have any further liability to the other hereunder.

       d.   If the Property is damaged by fire or other casualty, prior
          to the Closing Date, and the estimated cost of restoring the
          Property is equal to or less than twenty (20%) percent of the
          Purchase Price, or if the cost of restoration is in excess of
          twenty (20%) percent of the Purchase Price and Purchaser does not
          terminate this Agreement pursuant to subparagraph (c) hereof,
          then this Agreement shall remain in full force and effect and
          title shall nevertheless close without any abatement in the
          Purchase Price or any liability or obligation on the part of
          Seller by reason of such damage or destruction except that the
          Purchase Price shall be reduced in an amount equal to the
          deductible on the Insurance Policy; and provided further that on
          the Closing Date, Seller shall execute and deliver to Purchaser
          an assignment of Seller's right to any proceeds of any hazard
          insurance policies covering such damage or destruction.  In
          addition, on the Closing Date, the proceeds (if any) actually
          collected and retained by Seller under the provisions of the
          hazard insurance policies covering the Property, less costs
          actually incurred by Seller in connection therewith, including
          but not limited to reasonable legal fees, shall be transferred to
          Purchaser.

     12.  CONDEMNATION.

       a.   If between the date of this Agreement and the Closing Date,
          all or a substantial part of the Property (or any part of the
          Property that causes the Property to be uneconomical, in
          Purchaser's or Seller's reasonable opinion) is taken in
          condemnation or by eminent domain proceeding, or Seller receives
          a written notice stating that such a proceeding may occur with
          respect to the Property, Purchaser and Seller shall each have the
          option to terminate this Agreement and upon such an election by
          notice to the other party given in accordance with paragraph 21
          herein, and this Agreement shall be deemed terminated and of no
          further force and effect and the Deposit, plus accrued interest
          earned thereon, shall be returned to Purchaser, whereupon neither
          party shall have any further liability to the other hereunder.
          The party making such an election shall make such election within
          a reasonable amount of time after notice of such proceeding.
          Seller must advise Purchaser within three (3) days of any intent
          by any governmental agency's intent to condemn the Property or a
          portion thereof, to exercise eminent domain or of any notice of
          any such or similar proceeding.

       b.   If the neither party exercises the option to terminate this
          Agreement provided in (a) above, there shall be a reduction in
          the balance due on the Closing Date to be paid by Purchaser to
          Seller on the Closing Date by an amount equal to all awards, if
          any, paid to Seller prior to the Closing Date for the taking by
          eminent domain, and Seller shall execute and deliver to Purchaser
          an assignment of Seller's rights to any other proceeds and awards
          for the taking by eminent domain which are made after the Closing
          Date.

     13.  SELLER'S REPRESENTATIONS.

       a.   In addition to the representations contained elsewhere in
          this Agreement, Seller represents that as of the date of this
          Agreement and on the Closing Date that:

             i.   It has the power and authority to enter into this Agreement
               and to consummate the transaction provided for herein; (b) this
               Agreement is a valid and binding agreement of Seller; (c) the
               person executing this Agreement has the authority to do so and
               the power to bind Seller thereby; (d) neither the execution of
               this Agreement nor consummation of the transaction contemplated
               hereunder requires the consent of any other person, firm,
               corporation, court, governmental or quasi-governmental authority
               nor will either such execution or consummation constitute a
               violation or breach by Seller of any agreement to which Seller is
               a party or court order or decree;

             ii.  It has not received any written notice of any condemnation
               or eminent domain proceeding with regard to all or any part of
               the Property;

             iii. No prior tenant or any third party has or had any lease or
               agreement conferring any right or estate in all or any portion of
               the Property including, without limitation, any option or right
               of first refusal to purchase all or any portion of the Property;

             iv.  There are no tenants at the Property other than Seller and
               that no party other than Seller is in possession, or has any
               rights to occupy or possess any portion, of the Property.

             v.   That Seller, as the sole occupant of the Property, has no
               security deposit and has no written lease, occupancy or license
               or other agreement governing Seller's occupancy of the Property.

             vi.  It is not now a party to any litigation with respect to the
               Property and Seller knows of no litigation affecting the Property
               and Seller shall give to Purchaser prompt notice of the
               institution or threat of any such litigation prior to the Closing
               Date;

             vii. It now owns legal and beneficial title to the Property, free
               and clear of all liens and encumbrances, except for the Permitted
               Exceptions;

             viii.     It agrees to not suffer any default in the payment of
               principal or interest or in the maintenance of the Property or
               any other condition which may permit the holder of any mortgage
               encumbering the Property to declare the same due and payable; all
               existing mortgages are non-participating and there has been no
               modifications thereto which have not been exhibited to Purchaser;

             ix.  It has not transferred or agreed to transfer any development
               or air rights pertaining to the Property and has no knowledge of
               such transfer or agreement to do so by any former owner of the
               Property;

             x.   It has not received notice of any mechanic's liens, sidewalk
               assessments, emergency repair liens or notices to repair
               sidewalks; and

             xi.  It is not a "foreign person", as such term is defined in the
               Internal Revenue Code of 1986, as amended (the "Code).

           The  provisions of this Paragraph 13(a) shall  survive
the Closing Date.

       b.   Between the date of this Agreement and the Closing, Seller
          shall continue to operate, maintain and repair the Property in
          its usual and customary manner.

     14.  PURCHASER'S REPRESENTATIONS.  Purchaser represents as of the
date of this Agreement and as of the Closing Date that (a) it has
the  power  and  authority to enter into this  Agreement  and  to
consummate  the  transaction  provided  for  herein;   (b)   this
Agreement is a valid and binding agreement of Purchaser; (c)  the
person  executing this Agreement has the authority to do  so  and
the power to bind Purchaser thereby; (d) neither the execution of
this  Agreement nor consummation of the transaction  contemplated
hereunder  requires  the  consent  of  any  other  person,  firm,
corporation, court, governmental or quasi-governmental  authority
nor  will  either  such  execution or consummation  constitute  a
violation  or  breach  by  Purchaser of any  agreement  to  which
Purchaser is a party or court order or decree.

     15.  CLOSING DATE.  Closing will take place at the offices of
Certilman Balin Adler & Hyman, LLP, the attorneys for Seller,  at
90  Merrick  Avenue, 9th Floor, East Meadow, New York  11554,  at
10:00  a.m.  on  or about May _26, 2005.  The location  of  the
closing  is subject to change in the event Purchaser's  financing
institution so requires.

     16.  DOCUMENT DELIVERY.

       a.   Seller shall, on the Closing Date:

             i.   Deliver to Purchaser or Purchaser's designee a Bargain and
               Sale Deed with covenants, in proper statutory form for recording,
               duly executed and acknowledged, with revenue stamps in proper
               amount affixed thereto by Seller so as to convey to Purchaser fee
               simple title to the Property, free and clear of all liens,
               encumbrances and title defects, except for the Permitted
               Exceptions;

             ii.  Deliver to Purchaser or Purchaser's designee a Certification
               of Non-foreign Status duly executed and containing such other
               information as may be required by Internal Revenue Code Section
               1445 and the regulations issues thereunder.  Anything herein
               contained to the contrary notwithstanding, in the event that
               Seller is a "foreign person" (as defined in Internal Revenue Code
               Section 1445) or in the event that Seller fails or refuses to
               deliver the Certification of Non-foreign Status, as aforesaid, or
               in the event that Purchaser receives notice from any Seller-
               transferor's agent or Purchaser-transferee's agent (each as
               defined in Internal Revenue Code Section 1445 and the regulations
               issued thereunder) that, or Purchaser has actual knowledge that,
               said Certification is false, Purchaser shall deduct and withhold
               from the Purchase Price under this Agreement a tax equal to ten
               percent (10%) thereof, as required by Internal Revenue Code
               Section 1445.  In the event of any withholding, Seller's
               obligation to deliver title hereunder shall not be excused or
               otherwise affected.  Purchaser shall pay over such withheld
               amount to the Internal Revenue Service together with filing such
               form as may be required thereby and Seller, in the event of any
               claimed over-withholding shall be limited solely to an action
               against the Internal Revenue Service for a refund, and hereby
               waives any right of action against Purchaser on account of such
               withholding.  The provisions of this Paragraph 16(ii) shall
               survive the Closing Date;

             iii. Execute and deliver to Purchaser or Purchaser's designee the
               Lease;

             iv.  Deliver to Purchaser or Purchaser's designee a letter
               authorizing the Escrow Agent to disburse the Deposit to Seller;

             v.   Deliver to Purchaser or Purchaser's designee such other
               documents as required by this Agreement and such other documents
               that are reasonably required by Purchaser, Purchaser's lender, if
               any, and the Title Company.

       b.   Purchaser shall, on the Closing Date:

             i.   Deliver the balance of the Purchase Price, subject to
               adjustment as provided in this Agreement, by immediately
               available federal funds transferred by wire to such account(s) in
               such bank(s) as Seller shall designate; or by certified or
               official bank check(s) to Seller and/or its designees, at
               Seller's option;

             ii.  Execute and deliver the Lease;

             iii. Deliver to Seller, a letter authorizing the Escrow Agent to
               disburse the Deposit to Seller;

             iv.  Cause the deed to be recorded, duly complete all required
               real property transfer tax returns and cause all such returns and
               checks in payment of such taxes to be delivered to the
               appropriate officers promptly after the Closing;

             v.   Deliver to Seller such other documents as are required by
               this Agreement to be delivered by Purchaser or as reasonably
               requested by Seller and/or the Title Company in order to
               effectuate the provisions of this Agreement.

     17.  TRANSFER TAXES.

       a.   Seller and Purchaser agree to execute (where applicable) and
          to otherwise cooperate with the other in the preparation and
          filing of any state or local transfer or gains tax or other
          documents or affidavits required to transfer  title  as
          contemplated by this Agreement.

       b.   On the Closing Date, Seller shall pay the New York State
          Real Estate Transfer Tax due and payable in connection with the
          payment by Purchaser of the Purchase Price.  Purchaser shall pay
          the charges necessary to record the deed and for the premium for
          any title insurance desired by Purchaser.

       c.   Seller indemnifies Purchaser against, and holds Purchaser
          harmless from, any claim, judgment, loss, liability, cost of
          expense (including reasonable attorneys' fees and disbursements,
          court costs and litigation expenses) that may be imposed upon,
          incurred by or asserted against Purchaser or the Property by
          reason of Seller's failure to pay any taxes, interest and/or
          penalties required to be paid by Seller in accordance with the
          provisions of this Paragraph 17, however, delivery of the
          transfer taxes to the Title Company shall be deemed full
          compliance by Seller in Seller's obligation to pay such taxes.

       d.   The provisions of this Paragraph 17 shall survive the
          Closing Date.

     18.  ASSIGNMENT.  This Agreement may not be assigned by Seller or
Purchaser  without  the written consent of the  other  except  as
expressly provided in Paragraph 30 hereof.

     19.  RECORDATION.  Seller and Purchaser hereby agree that each
party shall not record this Agreement.

     20.  BROKERAGE.  Purchaser and Seller warrant and represent to
each  other that no broker, person, corporation or entity was  in
any  way  instrumental  or had any part in  bringing  about  this
transaction  other  than Michael Rescigno of  Prudential  Douglas
Elliman  Real  Estate.  Seller shall pay any and all  commissions
due  to  Prudential Douglas Elliman Real Estate.   Purchaser  and
Seller agree that should any claim be made for commissions by any
broker,  person,  corporation or entity other  than  specifically
named in this paragraph, arising by, through or on account of any
act  of  Purchaser or of Purchaser's representatives or of Seller
or  Seller's representatives, respectively, each shall indemnify,
defend  and hold the other harmless from and against all  claims,
liability,  expense  or  damage,  including  without  limitation,
reasonable   attorney's  fees,  in  connection  therewith.    The
provisions of this Paragraph 20 shall not be deemed to be for the
benefit of any third party.  The provisions of this Paragraph  20
shall  survive  the Closing Date or earlier termination  of  this
Agreement.

     21.  NOTICES.  All notices, demands, requests and elections which
are  required  or  desired to be given shall be in  writing,  and
shall  be  sent  by  personal delivery,  facsimile  transmission,
Federal  Express, Express Mail or by the United States Registered
or  Certified  Mail,  Return  Receipt  Requested,  postage  paid,
addressed to Seller at:

                         DIONICS INC.
                         65 Rushmore Street
                         Westbury, New York 11590

     with a copy to:

                         David M. Kaye, Esq.
                         Danzig Kaye Cooper Fiore & Kay, LLP
                         30A Vreeland Road, Suite 230
                         P.O. Box 333
                         Florham Park, New Jersey 07932

                         and

                         Howard M. Stein, Esq.
                         Certilman Balin Adler & Hyman, LLP
                         90 Merrick Avenue - 9th Floor
                         East Meadow, New York 11554

     and to Purchaser at:

                         65 Rushmore Realty LLC
                         32-01 College Point Boulevard
                         Flushing, New York 11354
                         Attn:  Robert Foschi

     with a copy to:

                         Jamie Andrew Schreck, P.C.
                         352 Seventh Avenue, 10th Floor
                         New York, New York 10001

     All notices shall be deemed given on the earlier of the date
of actual receipt or two (2) days after the date of mailing.  Any
notices which either party may be required to give or may  desire
to  give; any consents by either party under this Agreement;  and
any adjournments of the Closing Date may be given or consented to
by  the attorney for such party with the same force and effect as
if given or consented to by such party.  In order to effectuate a
change  of address, the party requesting the change shall send  a
notice to all parties required to receive notice pursuant to this
Paragraph 21.

     22.  TITLES.  The titles herein are inserted only as a matter of
convenience and for reference only and in no way define, limit or
describe  the scope or intent of this Agreement or any provisions
hereof,  nor in any way affect this Agreement and the  terms  and
provisions hereof.

     23.  APPLICABLE LAW.  The laws of the State of New York shall
govern   the  validity,  performance  and  enforcement  of   this
Agreement.

     24.   BINDING  EFFECT.  The submission of this Agreement  to
Purchaser  shall  not  be  construed  as  an  offer,  nor   shall
Purchaser, or any other person, corporation, or other entity have
any rights with respect thereto, unless and until both Seller and
Purchaser  shall  have  executed  this  Agreement,  and  a  fully
executed  copy  is delivered to Purchaser or his attorney.   This
Agreement  shall  be binding upon the parties  hereto  and  their
successors  and  assigns.   The  terms  and  provisions  of  this
Agreement  shall  create  no  right  in  any  person,   firm   or
corporation  other than the parties hereto and  their  respective
successors  and permitted assigns, and no third party shall  have
the right to enforce or benefit from the terms hereof.

     25.  MERGER.  It is understood and agreed that all understandings
and  agreements  heretofore had between the  parties  hereto  are
merged  into  this  Agreement.   This  Agreement  (including  the
Exhibits  attached  hereto) fully and  completely  expresses  the
agreement   of  the  parties  hereto  relating  to  the   matters
referenced  herein, and that the same is entered into after  full
investigation,  neither  party relying upon  any  representation,
express  or  implied warranties, guarantees, promises, statement,
"setups",  representations or information, not embodied  in  this
Agreement, made by the other or by any real estate broker, agent,
employee,  servant or other person representing or purporting  to
represent such party.

     26.  MODIFICATION.  This Agreement may not be modified, changed,
supplemented or terminated, nor may any obligations hereunder  be
waived,  except by written instrument signed by the party  to  be
charged.

     27.  GENDER.  Whenever the context shall require, the singular
shall  include the plural, the plural shall include the  singular
and  words of any gender shall be deemed to include words of  any
other  gender.   As  used  herein,  Purchaser  shall  mean   each
individual   or   other  entity  signing  this  Agreement,   both
individually and collectively.

     28.  ESCROW PROVISIONS.

       a.   Escrow Agent shall hold the proceeds of the check delivered
          to Escrow Agent for the Deposit, in escrow, in an interest-
          bearing account maintained at Astoria Federal Savings Bank,
          located  at Bayshore, New York;

       b.   The Deposit shall be held by the Escrow Agent until the
          Closing or sooner termination of this Contract and Escrow Agent
          shall pay over the interest or income earned thereon, if any, to
          the party entitled to the Deposit.  The party receiving such
          interest or income shall pay any income taxes due thereon.  If
          for any reason the Closing does not occur pursuant to the
          provisions of this Contract and either party makes a written
          demand upon Escrow Agent, in the manner required for notices, for
          payment of the Deposit, then Escrow Agent shall give written
          notice, in accordance with the provisions of section 21 to the
          other party of such demand. If Escrow Agent does not receive a
          written objection from the other party to the proposed payment of
          the Deposit pursuant to the aforesaid demand within ten (10) days
          after the delivery of such notice by Escrow Agent, Escrow Agent
          is hereby authorized to make such payment in accordance with the
          aforesaid demand. If Escrow Agent receives written objection from
          the other party to the proposed payment of the Deposit pursuant
          to the aforesaid demand within such ten (10) day period or if for
          any other reason Escrow Agent in good faith shall elect not to
          make such payment, Escrow Agent shall continue to hold the
          Deposit until otherwise directed by written instructions from
          Seller and Purchaser or a final judgment of a court of competent
          jurisdiction. Escrow Agent, however, shall have the right at
          anytime to deposit the Deposit with the Clerk of any Court of
          competent jurisdiction in the State of New York, and Escrow Agent
          shall give written notice of such deposit to the Seller and the
          Purchaser, and upon such deposit being made, Escrow Agent shall
          be discharged from all obligations and responsibilities
          hereunder. The parties acknowledge that Escrow Agent is acting
          solely as a stakeholder at their request and for their benefit.

       c.   Seller represents that its Federal Employer Identification
          Number is 11-2166744; and Purchaser represents its Federal
          Employer Identification Number is 20-2027842.
          shall be executed and delivered by Seller and Purchaser on the
          Closing Date.

     29.  REMEDIES/LEGAL FEES/LIQUIDATED DAMAGES.  In the event of
default  by  Seller under the terms of this Agreement,  Purchaser
shall  have  such remedies at law or in equity as  Purchaser  may
elect  including specific performance.   In any action  commenced
by  Purchaser against Seller hereunder, Purchaser may recover its
legal  fees  and  disbursements from Seller.   In  the  event  of
default  by  Purchaser  under the terms of  this  Agreement,  the
damages  due  Seller by reason of such default  shall  be  deemed
liquidated  in the amount of the Deposit provided for  hereunder.
Except  with  respect  to any indemnities made  by  Purchaser  to
Seller hereunder, receipt of the amount of such Deposit shall  be
Seller's  sole  and  complete remedy in the event  of  a  default
hereunder by Purchaser and Seller hereby waives any and all other
remedies.

     30.  MORTGAGE TAX.  Seller agrees that Purchaser may obtain an
assignment of Seller's existing mortgage, if any, for the purpose
of mortgage tax savings provided Seller receives a release of its
liability under the note secured by such mortgage at closing.

      IN  WITNESS  WHEREOF, the undersigned  have  executed  this
Agreement as of the date first set forth above.

                              Seller:

                              DIONICS, INC.


                              By: Bernard Kravitz
                              Title: President

                              Purchaser:

                              65 RUSHMORE REALTY, LLC


                              By:  Robert Foschi
                              Title:    Member
</TEXT>
</DOCUMENT>
