CONTRACT OF SALE AND LEASEBACK
This Contract of Sale and Leaseback (the "Contract"), dated as of June 10, 1997 is made and entered into
between Earth Search Sciences, Inc., a Utah corporation (hereinafter referred to as "Seller") and Accuprobe,
Inc., a New York corporation (hereinafter referred to as "Buyer").
A. Seller has entered into an agreement to purchase two duplications of the ESSI Probe 1 (the first such probe is
hereinafter individually referred to as a "Probe," and both probes are collectively referred to as the "Probes").
B. Seller wishes to sell the Probe to Buyer and simultaneously enter into a long-term lease of the Probe (such
lease is hereinafter referred to as the "Equipment Lease"). The Equipment Lease shall be substantially in the form
attached hereto as Exhibit A.
C. Buyer wishes to enter into a contract to purchase and leaseback to Seller the Probe on the terms hereinafter
NOW, THEREFORE, for and in consideration of the mutual covenants and agreements hereinafter set forth, the
parties agree as follows:
1.1 Definitions. As used herein, the following terms shall have the meanings given:
(a) "Business Day" means any Monday through Friday on which business is transacted by banks in Boise, Idaho.
(b) "Closing" means the consummation of the purchase of the Probe by Buyer from Seller in accordance with the
terms and provisions of Article VII.
(c) "Closing Date" means the date on which the Closing occurs.
(d) "Contract" means the Supply Contract dated September 11, 1995, between Manufacturer and Seller.
(e) "Effective Date" means the date on which a counterpart of this Agreement has been fully executed and
delivered by Buyer and Seller.
(f) "Manufacturer" shall mean Integrated Spectronics Pty Ltd, A.C.N 003 873 443, a company incorporated
under the laws of New South Wales, Australia.
(g) "Operators" shall mean Quasar Resources, Inc., a Wyoming corporation, Bear Creek Exploration, Inc., a
Nevada corporation, and s