**Exhibit 10.13**

**ASSIGNMENT OF INTELLECTUALPROPERTY RIGHTS**

**Institut für Umwelttechnologien GmbH**(“IUT”)has developed and has previously assigned to Isonics Corporation (“Isonics”)and IUT Detection Technologies, Inc. (“IUTDT”) certain technology as describedin an Agreement between Isonics Corporation on behalf of IUTDT dated December4, 2002 for research and development activities (the “2002 Agreement”), and aConfidential Research and Development Agreement between IUT and IUTDT datedJune 8, 2004 (the “2004 Agreement”).

Sincethat time, further developments have been made with respect to the IUTTechnology defined in the 2002 Agreement and the Technology as defined in the2004 Agreement (collectively the “Technology”), and IUT (through its employeesand consultants) has developed products (the “Existing Developed Products”)from such Technology.

1.                                       *Definition of “Technology”.* For the purposes of this Assignment, the term “Technology” means the technology described on the attached ScheduleA together with any other intellectual or tangible property related to, basedon, derived from or in connection with the Technology, including withoutlimitation all works, including literary works, pictorial, graphic andsculptural works, architectural works, works of visual art, mask works, and anyother work that may be the subject matter of copyright protection; advertisingand marketing concepts; information; data; formulas; models; drawings; computerprograms; including all documentation, related listings, design specifications,and flowcharts; licenses, prototypes, designs, plans, notes, schematics,patents, patent applications, trademarks, service marks, logos, Internet domainnames, trade names, trade secrets, and other confidential or proprietaryinformation,  know-how, and anyinventions, including all processes, machines, manufactures and compositions ofmatter and any other invention that may be the subject of patent protection;and all statutory protection obtained or obtainable thereon including those inforeign countries.  When usedherein, the term “Technology” also includes all intellectual property based onor related to the Technology.  Developer waives all rights of attribution, andintegrity for specific works created by Developer under the Agreement withrespect of all marketing, advertising and commercial uses thereof.

2.                                       *Other Agreements.*  IUTis entering into a Research and Development and Licensing Agreement (the “2005Agreement”) with Isonics Homeland Security & Defense Corporation (“HSDC”)by which IUT (through its employees and consultants) will continue to performresearch and development with respect to the Technology and the ExistingDeveloped Products, and will in the future further develop, improve, modify,and enhance the Technology and the Existing Developed Products.  “Existing Developed Products shall includeall developments, improvements, modifications, enhancements and the like.  Pursuant to the 2005 Agreement, IUT may alsocreate new products not associated with or derived from the Existing DevelopedProducts (the “Developed Products”) for HSDC. The Developed Products are subject to the 2005 Agreement and not thisAssignment.

3.                                       *Assignment of Technology.* In consideration of the royalty described below and for other good andvaluable consideration, the receipt and sufficiency of which IUT hereby

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                                                acknowledges,IUT hereby assigns to HSDC, its successors and assigns, IUT’s entire right,title and interest in and to the Technology and the Existing DevelopedProducts, including, without limitation, all copyrightable or patentablewritings, drawings, inventions, machines, designs, computer programs or processof its original creation first produced or created by IUT or any employee orconsultant from which IUT has obtained rights to the Technology or the ExistingDeveloped Products, or in which IUT might otherwise own or claim any interestas a result of, or related to, performance of work or services for HSDC or itspredecessors under the 2002 Agreement or the 2004 Agreement.  IUT further assigns, and agrees to execute inthe future such documents as may be necessary to complete the assignment of,IUT’s entire right, title and interest in and to any future developments,improvements, modifications, or enhancements of or derivations from the Technologywhich IUT or IUT’s employees or consultants may produce or create in the future(or which may be created or produced under IUT’s direction or with IUT’sassistance or cooperation), including, without limitation, all copyrightable orpatentable writings, drawings, inventions, machines, designs, computer programsor process of our original creation first produced or created by either IUT, orin which IUT might otherwise own or claim any interest as a result of, orrelated to, performance of work or services for HSDC or any other person orentity at the request of HSDC.

4.                                       *Royalty.*  Asconsideration for the foregoing assignment and for other good and valuableconsideration, the receipt and sufficiency of which HSDC hereby acknowledges,HSDC agrees to pay IUT a royalty in an amount equal to 2% of the net sellingprice of Existing Developed Products that are sold, leased or otherwise putinto use by HSDC or any of its affiliated entities anywhere in the world.  Wherean Existing Developed Product is included with other products for sale, HSDCwill allocate, in good faith, the sales price between the Existing DevelopedProduct and other products included therewith.

a.               Theroyalty payable pursuant to this Section 4 is not intended to be in addition toany royalty paid by HSDC to IUT for Developed Products that are subject to theroyalty obligation set forth in the 2005 Agreement.  It is the intention that only a total royaltyof 2% be paid with respect to any Existing Developed Product that is subject tothis Assignment.

b.              Paymentsto IUT shall be made in United States dollars to the address specified above oras IUT may otherwise instruct in writing. The royalty payments set forth in this Section 4 shall be reportable andpayable within 30 days at the end of each semi-annual period ending on April 30th and October 31st. HSDC shall furnish to IUT a statement, certified by an authorizedrepresentative of HSDC, identifying in a reasonable manner the number of unitsof Existing Developed Products that were subject to the royalty during suchsemi-annual period, and the amount payable to IUT pursuant to this Section 4.

c.               HSDCshall keep full, clear and accurate records of units of Existing DevelopedProducts.  HSDC shall furnish whateveradditional information IUT may reasonably request from time to time to enableIUT to ascertain the amounts of royalty fees payable pursuant hereto.  IUTshall have the right to make an examination and audit during normal businesshours, not more frequently than

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                        annuallyand subject to prior clearance and coordination with HSDC, of all records keptpursuant to this Section 4 by HSDC and such other records and accounts as mayunder recognized accounting practices contain information bearing upon theamounts of fees payable to IUT under this Assignment.  Prompt adjustment shall be made by the properparty to compensate for any errors or omissions disclosed by such examinationor audit.  Neither such right to examineand audit nor the right to receive such adjustment shall be affected by anystatement to the contrary appearing on checks or otherwise unless suchstatement appears in a letter signed by the party having such right expresslywaiving such right and such letter is delivered to the other party. If suchaudit discloses a reported error of 10% or greater with respect to the reportedsums paid to IUT by HSDC during the applicable period subject to such audit,HSDC shall fully reimburse IUT, promptly upon demand, for the reasonable feesand disbursements for completing such audit.  Otherwise, IUT shall be responsible for thecost of each such audit.

5.                                       *Effectiveness and Further Assurances.*  This assignment is effective as of the dateof the creation of any protectible works created by IUT or its employees orcontractors in the past or in the future that relate to or derive from theTechnology.  IUT will cooperate (and willin good faith seek the cooperation of its employees and consultants) with anyefforts of HSDC to register and enforce this assignment and IUT will obtainsimilar assignments, at no additional cost to HSDC, from any person who mayclaim an interest in any aspect of the Technology or a Existing DevelopedProduct. IUT shall execute and aid in the preparation of any papers that HSDCmay consider necessary or helpful to obtain or maintain any copyrights,patents, or other proprietary rights at no charge to HSDC, except that HSDCshall reimburse IUT for reasonable out-of-pocket expenses incurred.

6.                                       *Interpretation.*  Thisassignment will be interpreted under the laws of the State of Colorado, UnitedStates of America and may be enforced in the federal courts sitting in Denver,Colorado or the state courts in Jefferson County, Colorado.  To the extent this assignment is presentedfor interpretation or enforcement in any jurisdiction outside of the UnitedStates, the tribunal is directed by the parties to interpret this Assignment togive maximum effect to the intention of the parties as set forth herein.

7.                                       *Representation of Ownership. *IUTrepresents that it owns and has a right to assign the Technology and ExistingDeveloped Products assigned hereby, subject only to the prior assignments madein the 2002 Agreement and the 2004 Agreement. IUT further represents that it has obtained all necessary assignments tothe Technology and Existing Developed Products from its employees andconsultants to satisfy the purpose and intent of this Assignment.

8.                                       *Notices.*  All noticesrequired or permitted under this Assignment will be in writing, will referencethis Assignment and will be deemed given: (i) when personally delivered, (ii) when sent by confirmed facsimile;(iii) five working days after having been sent by registered or certified mail,return receipt requested, postage prepaid; or (iv) one working

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                                                dayafter deposit with a commercial overnight carrier, with written verification ofreceipt to the addresses set forth in the first paragraph above.   Changes in such addresses may be specifiedby written notice.

9.                                       *Entire Agreement.* This Assignment sets forth the entire Agreement and understandingbetween the Parties as to the subject matter hereof and merges all priordiscussions and agreements between them. Neither of the Parties shall be bound by any warranties, understandings,modifications or representations with respect to the subject matter hereofother than as expressly provided herein or in a writing signed with orsubsequent to the execution hereof by an authorized representative of the Partyto be bound thereby.

*10.**                               Escalationand****Dispute Resolution*

a.               If a dispute thatarises out of or relates to performance under this Assignment, the followingescalation procedure shall be initiated: The Party raising the dispute shall provide the other Party with writtennotice stating in detail the nature of the dispute.  Within fifteen business days of the date ofsuch notice, the Parties will designate individuals in senior managementpositions who have not previously been involved in day-to-day operations in theDevelopment Project who shall thereafter meet and negotiate in good faith toresolve such dispute within the fifteen day period.  If the parties are unable to resolve thedisagreement within such period, the Parties will submit such dispute tomediation and then (if no resolution by mediation) to arbitration before apanel of three arbitrators, both to be conducted in New York City, New York inaccordance with the rules of JAMS Endispute, Inc. (www.jamsadr.com).

b.              Any award made (i)shall be a bare award limited to a holding for or against a Party and affordingsuch remedy as is deemed equitable, just and within the scope of theAssignment; (ii) shall be without findings as to issues (including but notlimited to patent validity and/or infringement) or a statement of the reasoningon which the award rests; (iii) may in appropriate circumstances (other thanpatent disputes) include injunctive relief; (iv) shall be made within four months of the appointment of thearbitrator; and (v) may be entered in any court of competent jurisdiction.

c.               The requirement formediation and arbitration shall not be deemed a waiver of any right oftermination under this Assignment and the arbitrator is not empowered to act ormake any award other than based solely on the rights and obligations of theParties prior to any such termination.

d.              The arbitratorsshall be knowledgeable in the legal and technical aspects of this Assignmentand shall determine issues of arbitrability but may not limit, expand orotherwise modify the terms of this Assignment.

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e.               Each Party shallbear its own expenses but those related to the compensation and expenses of themediator and arbitrators shall be borne equally.

f.                 A request by aParty to a court for injunctive relief shall not be deemed a waiver of theobligation to mediate and arbitrate.

g.              The arbitratorsshall have authority to award compensatory damages only.  The arbitrators shall have no authority toaward punitive or other damages, and each Party irrevocably waives any claimthereto.

h.              Except as requiredby law, the Parties, their representatives, other participants and the mediatorand arbitrators shall hold the existence, content and result of mediation andarbitration in confidence.

*11.**                               Headings. *Section and subsection headings containedin this Assignment are inserted for convenience of reference only, shall not bedeemed to be a part of this Assignment for any purpose, and shall not in anyway define or affect the meaning, construction or scope of any of theprovisions hereof.

*12.**                               Severability. *If any term, covenant or condition ofthis Assignment or the application thereof to any Party or circumstances shall,to any extent, be held to be invalid or unenforceable, then the remainder ofthis Assignment, or the application of such term, covenant or condition toparties or circumstances other than those as to which it is held invalid orunenforceable, shall not be affected thereby and each term, covenant orcondition of this Assignment shall be valid and be enforced to the fullestextent permitted by law.

*13.**                               Executionin Counterparts.*  This Assignment maybe executed in any number of counterparts, each of which shall be deemed anoriginal (including facsimile copies), but all of which together shallconstitute one and the same instrument.

**INWITNESS WHEREOF**, the Parties hereto have caused thisAssignment to be executed in duplicate originals by their duly authorizedrepresentatives on the respective dates entered below.

 
| **Institut für Umwelttechnologien GmbH** |       | **Isonics Homeland Security &  Defense** |
|-----------------------------------------------|------------|----------------------------------------------|
|                                          | ** ** |                                         |   | **Corporation** |
|                                          | ** ** |                                         |   |   |   |   |
| By:                                           | ** ** |                                         |   | By: |   |   |
| Prof. Dr. Jurgen Leonhardt, Managing          |       | Boris Rubizhevsky, President                 |
| Director                                      |       |                                         |
|                                          |       | Date: April 27, 2006                         |
| Date: April 27, 2006                          |       |                                         |

 

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The following each witnessed the signatures of Prof. Dr. JurgenLeonhardt who advised each that he was executing this Assignment on behalf ofand with the authority granted by **Institut fürUmwelttechnologien GmbH** for the purposes and with theresponsibilities stated in this Assignment, this 27th day of April,2005:

 
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| Name:      |   | Name:      |
| Address:   |   | Address:   |
|       |   |       |
| Telephone: |   | Telephone: |
| E-mail:    |   | E-mail:    |
|       |   |       |
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| Name:      |   | Name:      |
| Address:   |   | Address:   |
|       |   |       |
| Telephone: |   | Telephone: |
| E-mail:    |   | E-mail:    |

 

 

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