**Exhibit 10.15**

**RESEARCH AND DEVELOPMENT AGREEMENT**

**THISRESEARCH AND DEVELOPMENT AGREEMENT**(“Agreement”), effectiveas of April 27, 2006 (“Effective Date”), is made by and between **Isonics Homeland Security & Defense Corporation**, acorporation organized under the laws of Colorado, with offices located at 5906McIntyre Street, Golden, Colorado 80403 (“HSDC”) and **Institut fürUmwelttechnologien GmbH**(“IUT”) a company duly organized andexisting under the laws of the Federal Republic of Germany and having its officeat Volmerstrasse 9 B, D-12489 Berlin-Adlershof, Federal Republic ofGermany.  IUT and HSDC are sometimesreferred to herein individually as a “Party” and collectively as the “Parties”.  The Parties agree as follows:

A.                                   Affiliatesof HSDC have entered into research and development agreements with IUT datedDecember 4, 2002 and June 8, 2004, which agreements (the “Prior Agreements”)were cancelled pursuant to that Cancellation Agreement dated effective as ofApril 27, 2006.

B.                                     Pursuantto the Prior Agreements, IUT has developed certain technology and productsusing such technology and has knowledge and expertise in technology related tohomeland security applications, more specifically described on Schedule A.

C.                                     HSDCand IUT desire to enter into a new agreement by which HSDC will continue tofund certain research and development work by IUT for HSDC on technology andproducts of interest to HSDC (the “Development Project”).

D.                                    As part of the work to be performedunder this Agreement, the Parties intend to define specific tasks,deliverables, schedules and payments in mutually agreed-upon Statements ofWork.

E.                                      TheParties wish to define their roles and responsibilities in connection with theDevelopment Project, and the fees and royalties to be paid to IUT.

**NOW THEREFORE**, the Parties hereto agree asfollows:

## **ARTICLE IDEVELOPMENT PROJECT**

## **1.01****       ****Statements of Work**

The Parties shallfrom time-to-time negotiate in good faith and establish Statements of Workwhich will define the work to be accomplished by IUT, the goals of such work,the tangible product expected to result from such work (the “Developed Product”),and the payments from HSDC to IUT to complete such Statement of Work.  Statements of Work may include work relatedto development, improvements,

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modifications orenhancements of or derivations from the technology and/or products  mentioned in Section 2.01.  EachStatement of Work will be governed by and construed in accordance with theterms and conditions of this Agreement, but to the extent there is anyinconsistency between the terms and conditions of a Statement of Work and thoseof this Agreement, the terms and conditions of the Statement of Work shall takeprecedence and control the rights and obligations of the Parties.  Unless a Statement of Workspecifically provides to the contrary, HSDC may terminate a Statement of Workat any time, upon not less than 30 days’ notice.

## **1.02****       ****Development Project**

IUT shall, during the period in which IUT is operatingunder Statements of Work for HSDC pursuant to this Agreement (the “DevelopmentPeriod”), supply staff, facilities and equipment sufficient, in its solediscretion, to perform the “Development Project” as described in the Statementsof Work agreed to between the Parties pursuant to this Agreement, as theStatements of Work may be amended from time to time.  Representatives for IUT and HSDC shall meetas needed, either in person or by telephone, to evaluate and discuss theprogress of the Development Project.  Allworks created by IUT in the course of itsduties under this Agreement (“Works”) are subject to the “Work for Hire”provisions contained in Sections 101 and 201 of the United StatesCopyright Law, Title 17 of the United States Code.  All right, title and interest to copyrightsin all such Works belong to HSDC provided that the Development Fee according toSection 3.01  has been paid by HDSC.  Subject to this condition, IUT must discloseto HSDC all such Works.  In this case,IUT further agrees to execute and deliver to HSDC all applications, registrationsand documents relating to the copyrights to such Works and provide assistanceto secure HSDC’s title to the copyrights or other intellectual propertyprotection in such Works.

# **ARTICLE IIINTELLECTUAL PROPERTY**

## **2.01 Existing Intellectual Property and DevelopedProducts**

(a)           All right, title and interest in andto inventions, patents, works of authorship, trade secrets, know-how or anyother intellectual property (i) existing prior to the Effective Date of thisAgreement shall remain vested in the Party which owns it immediately prior tothe Effective Date, and (ii) developed independently by a Party outside of workperformed under Statements of Work issued pursuant to this Agreement shallremain the property of the Party who developed it.

(b)           For clarity, IUT hereby assigns allintellectual property in the products “NeutroTest I, II and III” as describedin Schedule A to HSDC and agrees to execute in the future such documents as maybe necessary to complete the assignment. That intellectual property is the property of HSDC and HSDC, inconsideration of the royalty described below, herewith grants

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to IUT the nonexclusive distributionrights of products using such technology for Europe and the Middle East. Inaddition, HDSC hereby grants to IUT a nonexclusive, non-transferable,royalty-free license to the assigned Intellectual Property for researchpurposes.

(c) Inaddition, IUT has developed or is in the process of developing technology named“Neutroscan” and Gamma-PET” as described in Schedule A.  The technology and Intellectual Propertyrelating to these projects is the sole property of IUT.  If HDSC is willing and in a position to fundthe entire development of these projects under this Agreement, IUT shall assignall its intellectual property rights in the resulting products to HDSC inexchange for the nonexclusive distribution rights in Europe and the MiddleEast.

## **2.02 Rights in Foreground Technology**

Except asspecifically provided otherwise in this Agreement, all works of authorship,trade secrets, know-how or any other intellectual property first created andreduced to tangible, recordable or permanent form, by employees, contractors,consultants or agents of either Party during the Development Period and as adirect result of work performed under this Agreement (all of which are includedwithin the definition of the term “Works” as used in Section 2.01, above),shall be termed “Foreground Technology” and shall be owned solely by HSDC. Tothe extent that IUT develops Foreground Technology under a Statement of Work,IUT will assign that Foreground Technology to HSDC on HSDC’s request, but noless often than annually.

## **2.03 Rights in Inventions**

(a) Except asspecifically provided otherwise in this Agreement, all right, title andinterest in and to inventions created during the Development Period and arisingout of the Development Project either (i) solely by one Party, or (ii) jointlyby one or more of IUT’s employees, contractors, consultants or agents workingtogether with one or more of HSDC’s employees, contractors, consultants oragents, shall be owned exclusively by HSDC if the Development Fee has beenpaid.  Notwithstanding any otherprovision of this Agreement, there is no intention in this Agreement to transferto HSDC any inventions, patents, patent applications, trade secrets, know-how,or other intellectual property developed by IUT outside of the DevelopmentProject during the term of this Agreement.

(b) HSDC shallgrant IUT a nonexclusive, non-transferable, worldwide and royalty-free licensewith respect to all inventions made under this Agreement to use the inventionsolely for IUT’s research purposes.

(c) If Isonicsceases to fund these research and development activities, it will negotiate ingood faith a royalty-bearing license so IUT can continue its activities.

(d) HSDC may,at its expense, file patent applications on inventions described in Section2.03(a) in one or more countries.  IUTagrees to cooperate in such filings, and to furnish all documents, information,or other assistance that may be necessary for the preparation, filing andprosecution of each such application. For the avoidance of doubt,

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HSDC shall not be required to file,prosecute or maintain any patent application on inventions described in Section2.03(a).  Nothing contained in theAgreement shall require HSDC to enforce its rights in such inventions or anyresulting patents thereon, against any third party.

## **2.04 Licensed Technical Information**

(a)           TheParties acknowledge that certain of IUT’s work under this Agreement will bebased on intellectual property owned by HSDC as described in Section 2.01,above (“HSDC Licensed Technical Information”). Subject to the provisions of this Agreement, for the duration of theDevelopment Period, HSDC hereby grants to IUT a personal, non-transferable,worldwide and non-exclusive license (without any right to sublicense) to theHSDC Licensed Technical Information for the purposes of performing theDevelopment Project, as defined in the Statements of Work, and for no otherpurpose.

(b)           TheParties acknowledge that certain of IUT’s work under this Agreement will bebased on intellectual property owned or to be developed by IUT (“IUT LicensedTechnical Information”).  Subject to theprovisions of this Agreement, IUT hereby grants to HSDC a personal, worldwideand non-exclusive license (without any right to sublicense) to the IUT LicensedTechnical Information to the extent any such IUT Licensed Technical Informationis incorporated into or is useful with any Developed Product.

(c)           TheHSDC Licensed Technical Information and the IUT Licensed Technical Informationare collectively referred to herein as the Licensed Technical Information.

(d)           Licensesgranted pursuant to Sections 2.04(a)(b) and (c) are not to be construed either(i) as consent by the licensor to any act which may be performed by thelicensee, except to the extent impacted by a patent licensed herein to thelicensee, or (ii) to include licenses to contributorily infringe or induceinfringement under U.S. law or a foreign equivalent thereof.

## **2.05   No OtherLicenses**

(a) No right is granted herein to either Partyto use any identification (such as, but not limited to, trade names,trademarks, service marks or symbols, and abbreviations, contractions orsimulations thereof) owned by or used to identify the other Party or any of itsSubsidiaries or any of its or their products, services or organizations, andthat, with respect to the subject matter of this Agreement, each Party agreesit will not without the express written permission of the other Party (i) useany such identification in advertising, publicity, packaging, labeling or inany other manner to identify itself or any of its products, services ororganizations; or (ii) represent directly or indirectly that any product, serviceor organization of the receiving Party is a product, service or organization ofthe other Party or any of its Subsidiaries, or that any product or service of

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suchParty is made in accordance with or utilizes any information of the other Partyor any of its Subsidiaries.

(b) Except asexpressly set forth in Article II, no other right or license is either grantedor implied by either party to the other with respect to any technical orbusiness information, or with respect to rights in any patents, trademarks,copyrights, trade secrets, mask work protection rights, and other intellectualproperty.

# **ARTICLE III****DEVELOPMENTAND LICENSE FEES AND ROYALTIES**

## **3.01 Development Fee**

(a)           HSDC shall pay to IUT a “DevelopmentFee” in respect to IUT’s obligations hereunder to meet the developmentobligations set forth in the Statements of Work (“SOW”) as agreed between HSDCand IUT.  No Statement of Work willrequire HSDC to make payments as a Development Fee to IUT that exceed $ 100,000(U.S.) during any month, whether individually or in combination with otherStatements of Work.

(b)           IUT shall render invoices in order forpayments to be made.

(c)           All payments made in respect of theDevelopment Fee shall be non-refundable.

## **3.02 Royalties**

(a)           In addition to the Development Fee,HSDC agrees to pay IUT a royalty in an amount equal 2 % of the net sellingprice of Developed Products that are sold, leased or otherwise put into use byHSDC or any of its affiliated entities anywhere in the world as a result ofthis Agreement.  Where a Developed Product is included withother products for sale, the parties will allocate, in good faith, the salesprice between the Developed Product and other products included therewith.

## **3.03 Payments and Records**

(a) Payments toIUT shall be made in Euros to the address specified above as set forth in theStatements of Work.

(b)The royalty payments set forth in Section 3.02 shall be reportable and payablewithin 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 Developed Products that were subject to the royalty during such semi-annualperiod, and the amount payable to IUT pursuant to Section 3.02.  Payments by HSDC shall be made to IUT by wireto such account as IUT shall advise.

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(c)           HSDCshall keep full, clear and accurate records of units of 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.

(d)           IUT shall have the right to make anexamination and audit during normal business hours, not more frequently thanannually and subject to prior clearance and coordination with HSDC, of allrecords kept pursuant to this Section 3.03 by HSDC and such other records andaccounts that may, under recognized accounting practices, contain informationbearing upon the amounts of fees payable to IUT under this Agreement.  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 the cost of each such audit.

# **ARTICLE IV - TERM AND TERMINATION**

## **4.01 Term**

The developmentactivities for the Statements of Work contemplated by this Agreement shall becompleted in accordance with the descriptions and time periods contained insuch Statements of Work.  The “Term” forthe license rights granted in this Agreement shall continue until the last ofthe licensed rights has expired or unless terminated in accordance with thisAgreement

## **4.02 Termination for Cause**

Subject to termination provisionsotherwise set forth in this Agreement:

(a)       Inthe event of any material breach of this Agreement by HSDC, or in the event of voluntary or involuntarybankruptcy or insolvency of HSDC, or the appointment, with or without HSDC’s consent, of areceiver or an assignee for the benefit of creditors,IUT may, in addition to any other remedies that it may have, at any timeterminate this Agreement by not less than two months written notice to HSDCspecifying any such breach, unless within the period of such notice allbreaches specified therein shall have been remedied.

(b)       Inthe event of any material breach of this Agreement by IUT, HSDC may, inaddition to any other remedies that HSDC may have, at any time terminate this

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Agreement by not less than two monthswritten notice to IUT specifying any such breach, unless within the period ofsuch notice all breaches specified therein shall have been remedied.

## **4.03 Survival**

(a) Therights and obligations of IUT and HSDC in Section 5.01 and Article VI shallsurvive and continue after any such termination of this Agreement.

(b) Inthe event of termination pursuant to Section 4.02, the breaching Party will beliable to the non-breaching Party for damages as may be proved.

# **ARTICLE VPROTECTION OF INFORMATION**

## **5.01 IUT and HSDC Confidential Information**

(a)           “ConfidentialInformation” shall mean the proprietary and confidential data or information ofa Party, other than trade secrets as such term is defined by applicable law (“TradeSecrets”), which is of tangible or intangible value to that Party and is notpublic information or is not generally known or available to that Party’scompetitors but is known only to that Party and those of its employees,independent contractors, consultants or agents to whom it must be confided inorder to apply it to the uses intended, including, without limitation,information regarding that Party’s customers or prospective customers,marketing methods, business plans and/or rates gained by the other Party as aresult of the other Party’s participation in a Discussion.  In addition, the definition of “ConfidentialInformation” shall include those items specifically identified as “TradeSecrets” if it is judicially determined that any such items are not tradesecrets, as defined by applicable law, and such items otherwise meet thedefinition of “Confidential Information” as contained in this Section.  Confidential Information shall not includeinformation which: (i) at the time of disclosure to the party receiving theinformation (the “Receiving Party”) is in the public domain through no act oromission of Receiving Party; (ii) as shown by written records, is already knownby Receiving Party; or (iii) is revealed to Receiving Party by a third partywho does not thereby breach any obligation of confidentiality and who disclosessuch information in good faith.

(b)           Each Party hereby acknowledges thatit is in the best business interests of the other Party to insist on the strictconfidentiality of any of its Trade Secrets and Confidential Information thatmay be disclosed as a result of activities pursuant to this Agreement. EachParty agrees not to circumvent the other with respect to any Trade Secrets andConfidential Information that is developed or disclosed by way of thisAgreement.

(c)           In recognition of the Parties’ needto protect their legitimate business interests, each Party hereby covenants andagrees that it shall regard and treat each item of information or dataconstituting a Trade Secret or Confidential Information of the

 

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other Party asstrictly confidential and wholly owned by the other Party and that it will not,for any reason or purpose or in any manner, either directly or indirectly, use,sell, lend, lease, distribute, license, give, transfer, assign, show, disclose,disseminate, reproduce, copy, appropriate or otherwise communicate any suchitem of information or data to any person or entity for any purpose other thanstrictly in accordance with the express terms of this Agreement or any otherwritten agreement between the Parties. With regard to each item of information or data constituting a TradeSecret, the covenant in the immediately preceding sentence shall apply at alltimes during the Term of this Agreement and for as long after the cessation ofthis Agreement as such item continues to constitute a Trade Secret underapplicable law; and with regard to any Confidential Information, the covenantin the immediately preceding sentence shall apply at all times during the Termof this Agreement and for three years after the termination of this Agreement.

(d)           Each Party shall exercise reasonableefforts to ensure the continued confidentiality of all Trade Secrets andConfidential Information known by, disclosed or made available to that party orthat Party’s employees or personnel during the Term of this Agreement.  Each Party shall immediately notify the otherParty of any intended or unintended, unauthorized disclosure or use of anyTrade Secrets or Confidential Information by that Party or any other person ofwhich that Party becomes aware.  EachParty shall assist the other Party, to the extent necessary, in the procurementor any protection of the other Party’s rights to or in any of the Trade Secretsor Confidential Information.

(e)           Upon termination of this Agreement,or anytime at the specific request of the other Party, each Party shall returnto the other Party all written or descriptive materials of any kind thatcontain or discuss any Confidential Information or Trade Secrets, and theconfidentiality obligations of this Agreement shall continue until theirexpiration under the terms of this Agreement.

(f)            Each Party agrees that it shall not,directly, unless the same is pursuant to an agreement between the Parties: (i)interfere with, circumvent, avoid, by-pass, or obviate (or attempt to interferewith, circumvent, avoid, by-pass, or obviate) the other Party’s interest (ii)interfere with, circumvent, avoid, by-pass, or obviate (or attempt to interferewith, circumvent, avoid, by-pass, or obviate) the interest or relationshipbetween the Parties or (iii) in any way or manner use any information oradvantages derived or derivable from activities under this Agreement in itsbusiness or affairs or that of any subsidiary or affiliate.

# **ARTICLE VIMISCELLANEOUS PROVISIONS**

## **6.01****Compliance with Rules and Regulations and Indemnification**

(a)           Each Party shall be solely responsiblefor (i) its personnel’s remuneration, travel, living and other local expenses,and (ii) payment of all federal, state, social

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security and otherpayroll taxes in respect of its personnel, including contributions from themwhen required by the law of the country or any political subdivisions thereofin which such personnel is employed by such Party.

(b)           IUT and HSDC shall, at all times,each retain the administrative supervision of their respective personnel.

(c)           The parties shall inform each otherpromptly of any claim or suit brought by any third party alleging that aDeveloped Product infringes any valid United States or international patent.The parties will then decide whether to defend or settle such claims or suitsat IUT’s cost and expense.

(d)           If any Developed Products become, orin IUT’s opinion are likely to become, the subject of a claim of infringement,IUT will have the option to: (1) procure for HSDC the right to continue usingthe applicable Developed Product; (2) replace the Developed Product with anon-infringing Developed Product substantially complying with the productsspecifications; or (3) modify the Developed Product so it becomesnon-infringing and performs in a substantially similar manner to the DevelopedProduct**.**

## **6.02****Warranty and Disclaimer**

(a)           IUT represents that it owns or has aright to license, the IUT Licensed Technical Information.

(b)           The Parties acknowledge that the DevelopmentProject is a research-related activity and may not lead to a commerciallyviable Developed Product.  All LicensedTechnical Information and other information furnished by IUT under thisAgreement is furnished “AS IS” with all faults, latent and patent, and withoutany warranty of any type.

(c)           In addition, IUT represents that itis not aware of any legal deficiencies of the Intellectual Property assigned inSection 2.01 (b) and that it owns or has a right to license these rights.

(d)           Except as herein otherwise provided,neither Party will under any circumstance, whether as a result of breach ofcontract, breach of warranty, delay, negligence, tort or otherwise, be liableto the other Party or to any third party for any consequential, incidental, special,punitive or exemplary damages and/or loss of profits or revenues of the otherParty or any third party arising out of this Agreement, whether or not theapplicable Party has been advised of the possibility of such damages.

## **6.03Addresses**

(a)           All notices required or permittedunder this Agreement will be in writing, will reference this Agreement and willbe deemed given:  (i) when personallydelivered, (ii) when sent by confirmed facsimile; (iii) five (5) working daysafter having been sent

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by registered orcertified mail, return receipt requested, postage prepaid; or (iv) one (1)working day after deposit with a commercial overnight carrier, with writtenverification of receipt to the addresses set forth in the first paragraphabove.

(b)           Changes in such addresses may bespecified by written notice.

## **6.04****Integration**

This Agreement sets forth the entireAgreement and understanding between the Parties as to the subject matter hereofand merges all prior discussions and agreements between them.  Neither of the Parties shall be bound by anywarranties, understandings, modifications or representations with respect tothe subject matter hereof other than as expressly provided herein or in awriting signed with or subsequent to the execution hereof by an authorizedrepresentative of the Party to be bound thereby.

## **6.05****Assignability**

(a) HSDCmay assign this Agreement and its obligations hereunder to any of itsaffiliates provided HSDC remains financially responsible for such affiliates’performance hereunder.

(b)During the term of the Agreement, and before completion of all Statements ofWork under the Development Project, IUT may not assign its rights or dutiesunder the Agreement.

## **6.06****Choice of Law**

TheParties agree that the law of the State of Colorado, exclusive of its conflictof laws provisions, shall apply in any dispute or controversy arising withrespect to this Agreement.

## ** 6.07****Escalation and********Dispute Resolution**

(a)If a dispute that arises out of or relates to performance under this Agreement,the following escalation procedure shall be initiated:  The Party raising the dispute shall providethe other Party with written notice stating in detail the nature of thedispute.  Within fifteen (15) businessdays of the date of such notice, the Parties will designate individuals insenior management positions who have not previously been involved in day-to-dayoperations in the Development Project who shall thereafter meet and negotiatein good faith to resolve 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).

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(b)   Any awardmade (i) shall be a bare award limited to a holding for or against a Party andaffording such remedy as is deemed equitable, just and within the scope of theAgreement; (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)   Therequirement for mediation and arbitration shall not be deemed a waiver of anyright of termination under this Agreement and the arbitrator is not empoweredto act or make any award other than based solely on the rights and obligationsof the Parties prior to any such termination.

(d) The arbitrators shall be knowledgeable in thelegal and technical aspects of this Agreement and shall determine issues ofarbitrability but may not limit, expand or otherwise modify the terms of thisAgreement.

(e)   Each Partyshall bear its own expenses but those related to the compensation and expensesof the mediator and arbitrators shall be borne equally.

(f) A request by a Party to a court for injunctiverelief shall not be deemed a waiver of the obligation to mediate and arbitrate.

(g) The arbitrators shall have authority to awardcompensatory damages only.  The arbitratorsshall have no authority to award punitive or other damages, and each Partyirrevocably waives any claim thereto.

(h)   Except asrequired by law, the Parties, their representatives, other participants and themediator and arbitrators shall hold the existence, content and result ofmediation and arbitration in confidence.

## **6.08****Relationship Between Parties**

Neither Party to this Agreement shallhave the power to accept purchase orders on behalf of the other, bind the otherby any guarantee or representation that it may give, or to incur any debts orliabilities in the name of or on behalf of the other Party.  The Parties acknowledge and agree thatnothing contained in this Agreement shall be deemed or construed to constituteor create between the Parties hereto a partnership, association, joint ventureor other agency.

## **6.09****Force Majeure**

Except as otherwise provided herein,Neither IUT nor HSDC shall be liable for any loss, damage, delay or failure ofperformance resulting directly or indirectly from any cause which is beyond itsreasonable control, including but not limited to acts of God, extraordinaryshipping or transportation conditions, riots, civil disturbances, wars, states

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of belligerency or acts of the publicenemy, strikes, work stoppages, or the laws, regulations, acts or failure toact of any governmental authority.  Inthe event that performance under this Agreement is prevented for a continuousperiod of two months or longer by any of the foregoing causes, either Partyshall have the right to terminate this Agreement by giving written notice tothe other Party.

## **6.10****Headings**

Section and subsection headings contained in this Agreement areinserted for convenience of reference only, shall not be deemed to be a part ofthis Agreement for any purpose, and shall not in any way define or affect themeaning, construction or scope of any of the provisions hereof.

## **6.11****Waiver**

Except as specifically provided for herein, the waiver from time totime by a Party of any of their rights or their failure to exercise any remedyshall not operate or be construed as a continuing waiver of the same or of anyother of such Party’s rights or remedies provided in this Agreement.

## **6.12****Severability**

If any term, covenant or condition of thisAgreement or the application thereof to any Party or circumstances shall, toany extent, be held to be invalid or unenforceable, then the remainder of thisAgreement, or the application of such term, covenant or condition to parties orcircumstances other than those as to which it is held invalid or unenforceable,shall not be affected thereby and each term, covenant or condition of thisAgreement shall be valid and be enforced to the fullest extent permitted bylaw.

## **6.13Non-Solicitation**

During the Development Period and a period of oneyear thereafter, neither Party will, directly or indirectly, employ, or solicitto employ or initiate contact with any employees of the other Party that areperforming or may reasonably be expected to perform work in furtherance of theDevelopment Project, for the purpose of inducing them to terminate theiremployment with the current employing Party, or to become employed by the other(non-employing) Party.  This restrictionshall not apply to any employee whose employment with a Party is involuntarily terminatedor who has retired in good standing from such Party.  The term “solicit to employ” shall not bedeemed to include generalized searches for employees through mediaadvertisements, employment firms or otherwise, that are not focused on personsemployed by a Party.  For purposeshereof, “employ” shall include any employment, consultant, independentcontractor, agent or similar relationship.

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## **6.14 Execution in Counterparts**

This Agreement may be executed in anynumber of counterparts, each of which shall be deemed an original (includingfacsimile copies), but all of which together shall constitute one and the sameinstrument.

**INWITNESS WHEREOF**, the Parties hereto have caused thisAgreement 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                          |       |                                         |

 

**THISAGREEMENT DOES NOT BIND OR OBLIGATE EITHER PARTY IN ANY MANNER UNLESS DULYEXECUTED BY AUTHORIZED REPRESENTATIVES OF BOTH PARTIES**

 

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