Exhibit 10.44


ISONICS CORPORATION


2007 NON-EMPLOYEE DIRECTORS STOCK
OPTION PLAN


1.             Purposes of and Benefits Under the Plan.  This
2007 Non-Employee Directors Stock Option Plan (the “Plan”) is intended to
provide a means by which each director of Isonics Corporation (the “Company”)
who is not otherwise an employee of the Company (“Non-Employee Director”) will
be given an opportunity to purchase Company stock and to encourage their
continued service on the Board, and this Plan replaces the 1998 Directors’ Plan
commencing immediately upon approval by the shareholders for directors elected
or appointed at or after the meeting at which this Plan is approved by the
shareholders.


2.             Definitions.  As used in this Plan, the following words and
phrases shall have the meanings indicated:


(a)           “Board” shall mean the
Board of Directors of the Company.


(b)           “Committee” shall mean
any committee appointed by the Board to administer this Plan, if one has been
appointed.  If no Committee has been
appointed, the term “Committee” shall mean the Board.


(c)           “Common Stock” shall
mean the Company’s no par value common stock.


(d)           “Disability” shall mean
a Recipient’s inability to engage in any substantial gainful activity by reason
of any medically determinable physical or mental impairment that can be
expected to result in death or that has lasted or can be expected to last for a
continuous period of not less than 12 months. 
If the Recipient has a disability insurance policy, the term “Disability”
shall be as defined therein.


(e)           “Fair Market Value” per
share as of a particular date shall mean the last sale price of the Company’s
Common Stock as reported on a national securities exchange or by NASDAQ, or if
the quotation for the last sale reported is not available for the Company’s
Common Stock, the average of the closing bid and asked prices of the Company’s
Common Stock as so reported or, if such quotations are unavailable, the value
determined by the Committee in accordance with its discretion in making a bona
fide, good faith determination of fair market value.  Fair Market Value shall be determined without
regard to any restriction other than a restriction which, by its terms, never
will lapse.


(f)            “Option” shall mean a
non-qualified stock option granted under this Plan.


(g)           “Recipient” means any
person granted an Option hereunder.


(h)           “Internal Revenue Code”
shall mean the United States Internal Revenue Code of 1986, as amended from
time to time.












3.             Administration.


(a)           The Plan shall be
administered by the Committee.  The
Committee shall have the authority in its discretion, subject to and not
inconsistent with the express provisions of the Plan, to administer the Plan
and to exercise all the powers and authorities either specifically conferred
under the Plan or necessary or advisable in the administration of the
Plan.  The Committee may delegate to one
or more of its members or to one or more agents such administrative duties as
it may deem advisable, and the Committee or any person to whom it has delegated
duties as aforesaid may employ one or more persons to render advice with
respect to any responsibility the Committee or such person may have under the
Plan.


(b)           Options granted under
the Plan shall be evidenced by duly adopted resolutions of the Committee and
included in the minutes of the meeting at which they are adopted or in a
unanimous written consent.


(c)           The Committee shall
endeavor to administer the Plan and grant Options hereunder in a manner that is
compatible with the obligations of persons subject to Section 16 of the U.S.
Securities Exchange Act of 1934 (the “1934 Act”), although compliance with
Section 16 is the obligation of the Recipient, not the Company.  Neither the Committee, the Board nor the
Company can assume any legal responsibility for a Recipient’s compliance with
his obligations under Section 16 of the 1934 Act.


(d)           No member of the
Committee or the Board shall be liable for any action taken or determination
made in good faith with respect to the Plan or any Option granted hereunder.


4.             Eligibility.


(a)           Options shall only be
granted to Non-Employee Directors of the Company.


(b)           The Plan shall not
confer upon any Recipient any right with respect to continuation of service as
a Non-Employee Director or nomination to serve as a Non-Employee Director, nor
shall it interfere in any way with any rights which the Non-Employee Director
or the Company may have to terminate his or her directorship at any time.


5.             Stock Reserved.


(a)           The stock subject to
Options hereunder shall be shares of Common Stock. Such shares, in whole or in
part, may be authorized but unissued shares or shares that shall have been or
that may be reacquired by the Company. 
The aggregate number of shares of Common Stock as to which Options may
be granted from time to time under the Plan shall not exceed  1,500,000 shares subject to adjustment as
provided in Section 7(h) hereof.


(b)           If any Option
outstanding under the Plan for any reason expires or is terminated without
having been exercised in full, the shares of Common Stock allocable to the
unexercised portion of such Option shall become available for subsequent grants
of Options under the Plan.



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6.             Non-Discretionary
Grants


(a)           Each Non-Employee
Director shall automatically be granted an option to purchase 50,000 shares of
Company Common Stock on the date on which the person first becomes a
Non-Employee Director whether through an election by the Company’s shareholders
or by appointment by the Board to fill a vacancy.


(b)           Thereafter, each
Non-Employee Director shall automatically be granted an Option to purchase
50,000 shares of Common Stock at each annual shareholder’s meeting at which
such person is re-elected to serve as a Non-Employee Director.


(c)           Each Non-Employee
Director who serves as chair of the compensation committee or the audit
committee of the Board of Directors shall automatically be granted an option to
purchase 10,000 shares of Company Common Stock on the date on which the person
becomes chair of such committee and expresses his or her intention to serve in
that capacity for at least one year following such appointment.


(d)           Each Non-Employee
Director who serves as chair of the Board of Directors shall automatically be
granted an option to purchase 50,000 shares of Company Common Stock on the date
on which the person becomes chair of the Board of Directors and expresses his
or her intention to serve in that capacity for at least one year following such
appointment.


(e)           Each Option shall
become fully vested immediately upon grant.


7.             Terms and
Conditions of Options.  Each Option
granted pursuant to the Plan shall be evidenced by a written Option agreement
between the Company and the Recipient, which agreement shall, unless otherwise
determined by the Committee, be substantially in the form of Exhibit A
hereto as modified from time to time by the Committee in its discretion, and
which shall, unless otherwise determined by the Committee, comply with and be
subject to the following terms and conditions:


(a)           Option Price.  Subject to adjustment as provided in Section
7(h) hereof, each Option agreement shall state the Option Price, which shall be
100% of the Fair Market Value per share on the effective date of grant of the
Option.


(b)           Term of Option.  Each Option Agreement shall state the period
during and times at which the Option shall be exercis­able for five years from
the date of grant of the Option.  The
exercise period shall be subject to earlier termination as provided in Sections
7(d) and 7(e) hereof, and, furthermore, shall be terminated upon surrender of
the Option by the holder thereof if such surrender has been authorized in
advance by the Committee.



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(c)           Method of Exercise
and Medium and Time of Payment.


(1)           An Option may be
exercised as to any or all whole shares of Common Stock as to which it then is
exercisable; provided, however, that no Option
may be exercised as to less than 100 shares (or such number of shares as to
which the Option is then exercisable if such number of shares is less than
100).


(2)           Each exercise of an
Option granted hereunder, whether in whole or in part, shall be effected by
written notice to the Secretary of the Company designating the number of shares
as to which the Option is being exercised, and shall be accompanied by payment
in full of the Option Price for the number of shares so designated, together
with any written statements required by, or deemed by the Company’s counsel to
be advisable pursuant to, any applicable securities laws.


(3)           The Option Price shall
be paid in cash, or in shares of Common Stock having a Fair Market Value, as of
the effective date of such exercise equal to such Option Price, or in property
or in a combination of cash, shares and property and, subject to approval of
the Committee, may be effected in whole or in part with funds received from the
Company at the time of exercise as a compensatory cash payment for services
previously rendered.


(4)           The Committee shall
have the sole and absolute discretion to determine whether or not property
other than cash or Common Stock may be used to purchase the shares of Common
Stock hereunder and, if so, to determine the value of the property received.


(5)           The Recipient shall
make provision for the withholding of taxes as required by Section 8 hereof.


(d)           Termination of
Relationship With Company.  Unless
otherwise provided in the Option agreement by and between the Company and the
Recipient, if the Recipient ceases to be a Non-Employee Director of the Company
(other than by reason of death, Disability or retirement), all Options
theretofore granted to such Recipient but not theretofore exercised shall
terminate three months following the date the Recipient ceased to be a
Non-Employee Director of the Company.


(e)           Death, Disability or
Retirement of Recipient.  Unless
otherwise provided in the Option agreement by and between the Company and the
Recipient:


(1) if a Recipient shall die: (A) while a Non-Employee
Director of the Company; or (B) within three months after the termination of
such Recipient as a Non-Employee Director; or


(2) if the Recipient’s relationship with the Company
shall terminate by reason of Disability or retirement;



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then (in both cases) all Options theretofore granted
to such Recipient (whether or not otherwise exercisable) unless earlier
terminated in accordance with their terms, may be exercised at any time within
one year after the date of death, Disability or retirement of the Recipient by
the Recipient or by the Recipient’s estate or by a person who acquired the
right to exercise such Options by bequest or inheritance.


(f)            Transferability
Restriction.


(1)           Options granted under
the Plan shall not be transferable other than by will or by the laws of descent
and distribution or pursuant to a qualified domestic relations order as defined
by the Internal Revenue Code or Title I of the Employee Retirement Income
Security Act of 1974, or the rules thereunder. 
Options may be exercised during the lifetime of the Recipient only by
the Recipient and thereafter only by Recipient’s legal representative.


(2)           Any attempted sale,
pledge, assignment, hypothecation or other transfer of an Option contrary to
the provisions hereof and/or the levy of any execution, attachment or similar
process upon an Option, shall be null and void and without force or effect and
shall result in a termination of the Option.


(3)           (A)  As a condition to the transfer of any shares
of Common Stock issued upon exercise of an Option granted under this Plan, the
Company may require (x) an opinion of counsel, reasonably satisfactory to the
Company, to the effect that such transfer will not be in violation of the U.S.
Securities Act of 1933, as amended (the “1933 Act”) or any other applicable
securities laws or (y) that transfer of such shares has been registered under
federal and all applicable state securities laws.  (B) The Company shall be authorized to
refrain from delivering or transferring shares of Common Stock issued under
this Plan until the Committee determines that such delivery or transfer will
not violate applicable securities laws and the Recipient has tendered to the
Company any federal, state or local tax owed by the Recipient as a result of
exercising the Option or disposing of any Common Stock when the Company has a
legal liability to satisfy such tax. 
(C)  The Company shall not be liable
for damages due to delay in the delivery or issuance of any stock certificate
for any reason whatsoever, including, but not limited to, a delay caused by
listing requirements of any securities exchange or any registration
requirements under the 1933 Act, the 1934 Act, or under any other state,
federal or provincial law, rule or regulation, except where such delay is due
to the Company’s failure to act in good faith. 
(D)  The Company is under no
obligation to take any action or incur any expense in order to register or
qualify the delivery or transfer of shares of Common Stock under applicable
securities laws or to perfect any exemption from such registration or
qualification.  (E) The Company will not
be liable to any Recipient for failure to deliver or transfer shares of Common
Stock if such failure is based upon the provisions of this Paragraph 7(i)(3).



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(h)           Effect of Certain
Changes


(1)           If there is any change
in the number of shares of outstanding Common Stock through the declaration of
stock dividends, or through a recapitalization resulting in stock splits or
combinations or exchanges of such shares, the number of shares of Common Stock
available for Options and the number of such shares covered by outstanding
Options, and the exercise price per share of the outstanding Options, shall be
proportionately adjusted by the Committee to reflect any increase or decrease
in the number of issued shares of Common Stock; provided,
however, that any fractional shares resulting from such adjustment
shall be eliminated.


(2)           In the event of the
proposed dissolution or liquidation of the Company, or any corporate separation
or division, including, but not limited to, split-up, split-off or spin-off, or
a merger or consolidation of the Company with another corporation, the
Committee may provide that the holder of each Option then exercisable shall
have the right to exercise such Option (at its then current Option Price)
solely for the kind and amount of shares of stock and other securities,
property, cash or any combination thereof receivable upon such dissolution,
liquidation, corporate separation or division, or merger or consolidation by a
holder of the number of shares of Common Stock for which such Option might have
been exercised immediately prior to such dissolution, liquidation, corporate
separation or division, or merger or consolidation; or, in the alternative the
Committee may provide that each Option granted under the Plan shall terminate
as of a date fixed by the Committee; provided, however,
that not less than 30 days’ written notice of the date so fixed shall be given
to each Recipient, who shall have the right, during the period of 30 days
preceding such termination, to exercise the Option as to all or any part of the
shares of Common Stock covered thereby, including shares as to which such
Option would not otherwise be exercisable.


(3)           Paragraph 2 of this
Section 7 (h) shall not apply to a merger or consolidation in which the Company
is the surviving corporation and shares of Common Stock are not converted into
or exchanged for stock, securities of any other corporation, cash or any other
thing of value.  Notwithstanding the
preceding sentence, in case of any consolidation or merger of another
corporation into the Company in which the Company is the surviving corporation
and in which there is a reclassification or change (including a change to the
right to receive cash or other property) of the shares of Common Stock
(excluding a change in par value, or from no par value to par value, or any
change as a result of a subdivision or combination, but including any change in
such shares into two or more classes or series of shares) or the holders of all
of the outstanding voting securities of the Company immediately prior to such
consolidation or merger do not constitute the holders of a majority of the
outstanding voting securities of the Company immediately following such
consolidation or merger, the Committee may provide that the holder of each
Option then exercisable shall have the right to exercise such Option solely for
the kind and amount of shares of stock and other securities (including those of
any new direct or indirect parent of the Company), property, cash or any
combination thereof receivable upon such reclassification, change,
consolidation or merger by the holder of the number of shares of Common Stock
for which such Option might have been exercised.



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(4)           In the event of a
change in the Common Stock of the Company as presently constituted into the
same number of shares with a different  par value, the
shares resulting from any such change shall be deemed to be the Common Stock of
the Company within the meaning of the Plan.


(5)           To the extent that the
foregoing adjustments relate to stock or securities of the Company, such
adjustments shall be made by the Committee, whose determination in that respect
shall, in absence of bad faith or mathematical error, be final, binding and
conclusive.


(6)           Except as expressly
provided in this Section 7(h) or the applicable Option agreement, the Recipient
shall have no rights by reason of any subdivision or consolidation of shares of
stock of any class, or the payment of any stock dividend or any other increase
or decrease in the number of shares of stock of any class, or by reason of any
dissolution, liquidation, merger, or consolidation or spin-off of assets or
stock of another corporation; and any issue by the Company of shares of stock
of any class, or securities convertible into shares of stock of any class,
shall not affect, and no adjustment by reason thereof shall be made with
respect to, the number or price of shares of Common Stock subject to an
Option.  The grant of an Option pursuant
to the Plan shall not affect in any way the right or power of the Company to
make adjustments, reclassifications, reorganizations or changes of its capital
or business structures, or to merge or consolidate, or to dissolve, liquidate,
or sell or transfer all or any part of its business or assets.


(i)            No Rights as
Shareholder - Non-Distributive Intent.


(1)           Neither a Recipient of
an Option nor such Recipient’s legal representative or heir shall be deemed to
be the holder of, or to have any rights of a holder with respect to, any shares
subject to such Option until after the Option is exercised and the shares are
issued.


(2)           No adjustment shall be
made for dividends (ordinary or extraordinary, whether in cash, securities or
other property) or distributions or other rights for which the record date is
prior to the date such stock certificate is issued, except as provided in
Section 8(i) hereof.


(3)           Upon exercise of an
Option at a time when there is no registration statement in effect under the
1933 Act relating to the shares issuable upon exercise, shares may be issued to
the Recipient only if the Recipient represents and warrants in writing to the
Company that the shares purchased are being acquired for investment and not
with a view to the distribution thereof and provides the Company with
sufficient information to establish an exemption from the registration
requirements of the 1933 Act.  A form of
subscription agreement containing representations and warranties deemed
sufficient as of the date of adoption of this Plan is attached hereto as Exhibit
B.



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(4)           No shares shall be
issued upon the exercise of an Option unless and until there shall have been
compliance with any then applicable requirements of the U.S. Securities and
Exchange Commission or any other regulatory agencies having jurisdiction over
the Company.


(j)            Other Provisions.  Option agreements authorized under the Plan
may contain such other provisions, including, without limitation, the
imposition of restrictions upon the exercise.


8.             Agreement by
Recipient Regarding Taxes.


(a)           By accepting an Option,
each Recipient agrees that the Company, to the extent permitted or required by
law, shall have the right to deduct a sufficient number of shares due to the
Recipient upon exercise of the Option to allow the Company to pay federal,
provincial, state and local taxes of any kind required by law to be withheld
upon the exercise of such Option from any payment of any kind otherwise due to
the Recipient.  The Company shall not be
obligated to advise any Recipient of the existence of any tax or the amount
which the Company will be so required to withhold.


(b)           By accepting an Option,
each Recipient acknowledges that the Company has advised such Recipient to
discuss the grant of such Option with Recipient’s tax, legal, investment, and
other advisors as Recipient and such advisors determine to be appropriate, and
that such consultation shall include (to the extent determined by the Recipient
and such advisors to be appropriate or necessary) a discussion of the
advisability of making an election under Section 83 of the Internal Revenue
Code.


(c)           In connection with any
Option, the Company may require Recipient to affirm as correct the matters set
forth in Sections 8(a) and 8(b).


9.             Term of Plan.  Options may be granted under this Plan from
time to time within a period of ten years from the date the Plan is adopted by
the Board.


10.           Amendment and
Termination of the Plan.


(a)           Subject to the
policies, rules and regulations of any lawful authority having jurisdiction
(including any exchange with which the shares of the Company are listed for
trading), the Board may at any time, without further action by the
shareholders, amend the Plan or any Option granted hereunder in such respects
as it may consider advisable and, without limiting the generality of the
foregoing, it may do so to ensure that Options granted hereunder will comply
with any provisions respecting stock options in the income tax and other laws
in force in any country or jurisdiction of which any Option holders may from
time to time be a resident or citizen, or it may at any time without action by
shareholders terminate the Plan; provided, however,
that any amendment that would require shareholder approval under applicable
state law, the rules and regulations of any national securities exchange on
which the Company’s securities then may be listed, the Internal Revenue Code or
any other applicable law, shall be subject to the approval of the 



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shareholders of
the Company as provided in Section 11 hereof; further,
provided, however, that any such modification that may result from
adjustments authorized by Section 9(i) hereof or which are required for
compliance with the 1934 Act, the Internal Revenue Code, their rules or other
laws or judicial order, shall not require such approval of the shareholders.


(b)           Except as provided in
Section 7 hereof, no suspension, termination, modification or amendment of the
Plan may adversely affect any Option previously granted, unless the written
consent of the Recipient is obtained.


11.           Approval of
Shareholders.  The Plan shall take
effect upon its adoption by the Board but shall be subject to approval at a
duly called and held meeting of stockholders in conformance with the vote
required by the Company’s governing documents, resolution of the Board, any
other applicable law and the rules and regulations thereunder, or the rules and
regulations of any national securities exchange upon which the Company’s Common
Stock is listed and traded, each to the extent applicable.  To the extent that any Options have been
granted and the shareholders do not approve this Plan on or before the first
anniversary of the date of the Plan’s adoption by the Board, such Options shall
be deemed void ab initio.


12.           Termination of Right
of Action.  Every right of action
arising out of or in connection with the Plan by or on behalf of the Company,
or by any shareholder of the Company against any past, present or future member
of the Board, or against any employee, or by an employee (past, present or
future) against the Company will, irrespective of the place where an action may
be brought and irrespective of the place of residence of any such shareholder,
director or employee, cease and be barred by the expiration of three years from
the date of the act or omission in respect of which such right of action is
alleged to have risen.


13.           Tax Litigation.  The Company shall have the right, but not the
obligation, to contest, at its expense, any tax ruling or decision, administrative
or judicial, on any issue which is related to the Plan and which the Board
believes to be important to holders of Options and Bonuses issued under the
Plan and to conduct any such contest or any litigation arising therefrom to a
final decision.


14.           Adoption.   This Plan was approved by resolution of the
Compensation Committee of the Company on                         
and by the Board of Directors of the Company on July 19, 2007, with the
adoption of the Plan contingent on obtaining shareholder approval of the Plan
at the next meeting of shareholders of the Company.


[End of Plan]



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Exhibit A


FORM OF STOCK
OPTION AGREEMENT


STOCK OPTION
AGREEMENT


STOCK OPTION AGREEMENT
made as of this          day of                 ,             ,
by and between Isonics Corporation, a California corporation (the “Company”),
and                    
                               
(the “Recipient”).


In accordance with the
Company’s 2007 Non-Employee Director Stock Option Plan (the “Plan”), the
provisions of which are incorporated herein by reference, the Company desires,
in connection with the services of the Recipient, to provide the Recipient with
an opportunity to acquire shares of the Company’s no par value common stock (“Common
Stock”) on favorable terms and thereby increase the Recipient’s proprietary
interest in the Company and incentive to put forth maximum efforts for the
success of the business of the Company. 
Capitalized terms used but not defined herein are used as defined in the
Plan.


NOW, THEREFORE, in
consideration of the premises and mutual covenants herein set forth and other
good and valuable consideration, the Company and the Recipient agree as
follows:


1.             Confirmation of
Grant of Option.  Pursuant to a
determination of the Committee or, in the absence of a Committee, by the Board
of Directors of the Company made on                  ,
                 
(the “Date of Grant”), the Company, subject to the terms of the Plan and of
this Agreement, confirms that the Recipient has been irrevocably granted on the
Date of Grant, as a matter of separate inducement and agreement, and in
addition to and not in lieu of salary or other compensation for services, a
Stock Option (the “Option”) exercisable to purchase                    shares
of Common Stock on the terms and conditions herein set forth, subject to
adjustment as provided in Paragraph 8 hereof.


2.             Option Price.  The Option Price of shares of Common Stock
covered by the Option will be $              
per share (the “Option Price”) subject to adjustment as provided in Paragraph 8
hereof.


3.             Vesting and
Exercise of Option.


a.             The Option shall vest
and become exercisable immediately upon acceptance by the Optionee executing
the signature page to this Stock Option Agreement and returning it to the
Company (which must occur no later than                         ).



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b.             The Option may not be
exercised at any one time as to fewer than 100 shares (or such number of shares
as to which the Option is then exercisable if such number of shares is less
than 100).


c.             The Option may be
exercised by written notice to the Secretary of the Company accompanied by
payment in full of the Option Price as provided in Section 7 of the Plan.


4.             Term of Option.  The term of the Option for a period of five
years from the Date of Grant, subject to earlier termination or cancellation as
provided in this Agreement or in the Plan. 
The holder of the Option will not have any rights to dividends or any
other rights of a shareholder with respect to any shares of Common Stock
subject to the Option until such shares shall have been issued (as evidenced by
the appropriate transfer agent of the Company) upon purchase of such shares
through exercise of the Option.


5.             Transferability
Restriction.  The Option may not be
assigned, transferred or otherwise disposed of, or pledged or hypothecated in
any way (whether by operation of law or otherwise) except in strict compliance
with Section 9 of the Plan.  Any
assignment, transfer, pledge, hypothecation or other disposition of the Option
or any attempt to make any levy of execution, attachment or other process will
cause the Option to terminate immediately upon the happening of any such event;
provided, however, that any such
termination of the Option under the provisions of this Paragraph 5 will not
prejudice any rights or remedies which the Company may have under this
Agreement or otherwise.


6.             Exercise Upon
Termination.  The Recipient’s rights
to exercise this Option upon ceasing to be a Non-Employee Director of the
Company shall be as set forth in Section 9(f) of the Plan.


7.             Death, Disability
or Retirement of Recipient.  The
exercisability of this Option upon the death, Disability or retirement of the
Recipient shall be as set forth in Section 9(g) of the Plan.


8.             Adjustments.  The Option shall be subject to adjustment
upon the occurrence of certain events as set forth in Section 9(i) of the Plan.


9.             No Registration
Obligation.  The Recipient
understands that the Option is not registered under the 1933 Act and, unless by
separate written agreement, the Company has no obligation to so register the
Option or any of the shares of Common Stock subject to and issuable upon the
exercise of the Option, although it may from time to time register under the
1933 Act the shares issuable upon exercise of Options granted pursuant to the
Plan.  The Recipient represents that the
Option is being acquired for the Recipient’s own account and that unless
registered by the Company, the shares of Common Stock issued on exercise of the
Option will be acquired by the Recipient for investment.  The Recipient understands that the Option is,
and the underlying securities may be, issued to the Recipient in reliance upon
exemptions from the 1933 Act, and acknowledges and agrees that all certificates
for the shares issued upon exercise of the 



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Option may bear the following legend unless such
shares are registered under the 1933 Act prior to their issuance:


The shares represented by this
Certificate have not been registered under the Securities Act of 1933 (the “1933
Act”), and are “restricted securities” as that term is defined in Rule 144
under the 1933 Act.  The shares may not
be offered for sale, sold or otherwise transferred except pursuant to an
effective registration statement under the 1933 Act or pursuant to an exemption
from registration under the 1933 Act, the availability of which is to be
established to the satisfaction of the Company.


The Recipient further
understands and agrees that the Option may be exercised only if at the time of
such exercise the underlying shares are registered and/or the Recipient and the
Company are able to establish the existence of an exemption from registra­tion
under the 1933 Act and applicable state or other laws.


10.           Notices.  Each notice relating to this Agreement will
be in writing and delivered in person or by certified mail to the proper
address.  Notices to the Company shall be
addressed to the Company, attention: 
President, at 5906 McIntyre Street, Golden, CO 80403, or at such other
address as may constitute the Company’s principal place of business at the
time, with a copy to: Burns, Figa & Will, P.C., Suite 1000, 6400 South
Fiddler’s Green Circle, Greenwood Village, CO 80111; attn: Herrick K. Lidstone,
Jr., Esq.  Notices to the Recipient or
other person or persons then entitled to exercise the Option shall be addressed
to the Recipient or such other person or persons at the Recipient’s address
below specified.  Anyone to whom a notice
may be given under this Agreement may designate a new address by notice to that
effect given pursuant to this Paragraph 10.


11.           Approval of Counsel.  The exercise of the Option and the issuance
and delivery of shares of Common Stock pursuant thereto shall be subject to the
reasonable approval by the Company’s counsel of all legal matters in connection
therewith, including compliance with the registration and reporting
requirements of the 1933 Act, the Securities Exchange Act of 1934, as amended,
applicable state and other securities laws, the rules and regulations
thereunder, and the requirements of any national securities exchange(s) upon
which the Common Stock then may be listed.


12.           Benefits of
Agreement.  This Agreement will inure
to the benefit of and be binding upon each successor and assignee of the
Company.  All obligations imposed upon
the Recipient and all rights granted to the Company under this Agreement will
be binding upon the Recipient’s heirs, legal representatives and successors.


13.           Effect of
Governmental and Other Regulations. 
The exercise of the Option and the Company’s obligation to sell and
deliver shares upon the exercise of the Option are subject to all applicable
federal and state laws, rules and regulations, and to such approvals by any 



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regulatory or governmental agency which may, in the
opinion of counsel for the Company, be required.


14.           Plan Governs.  In the event that any provision in this
Agreement conflicts with a provision in the Plan, the provision of the Plan
shall govern.


Executed in the name and
on behalf of the Company by one of its duly authorized officers and by the
Recipient all as of the date first above written.


	
  

  	
   

  	
  ISONICS CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date                                ,                

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
					



 


The undersigned Recipient
has read and understands the terms of this Option Agreement and the attached
Plan and hereby agrees to comply therewith.


	
  Date                                ,                

  	
   

  
	
   

  	
  Signature of
  Recipient

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Tax ID Number:                                                                        

  
	
   

  	
   

  
	
   

  	
  Address:                                                                                    

  
	
   

  	
   

  
	
   

  	
                                                                                                     

  



 



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