**Exhibit 10.44**

**ISONICS CORPORATION**

**2007 NON-EMPLOYEE DIRECTORS STOCKOPTION PLAN**

1.             Purposes of and Benefits Under the Plan.  This2007 Non-Employee Directors Stock Option Plan (the “Plan”) is intended toprovide a means by which each director of Isonics Corporation (the “Company”)who is not otherwise an employee of the Company (“Non-Employee Director”) willbe given an opportunity to purchase Company stock and to encourage theircontinued service on the Board, and this Plan replaces the 1998 Directors’ Plancommencing immediately upon approval by the shareholders for directors electedor appointed at or after the meeting at which this Plan is approved by theshareholders.

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

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

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

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

(d)           “Disability” shall meana Recipient’s inability to engage in any substantial gainful activity by reasonof any medically determinable physical or mental impairment that can beexpected to result in death or that has lasted or can be expected to last for acontinuous 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” pershare as of a particular date shall mean the last sale price of the Company’sCommon Stock as reported on a national securities exchange or by NASDAQ, or ifthe quotation for the last sale reported is not available for the Company’sCommon Stock, the average of the closing bid and asked prices of the Company’sCommon Stock as so reported or, if such quotations are unavailable, the valuedetermined by the Committee in accordance with its discretion in making a bonafide, good faith determination of fair market value.  Fair Market Value shall be determined withoutregard to any restriction other than a restriction which, by its terms, neverwill lapse.

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

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

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

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3.             Administration.

(a)           The Plan shall beadministered by the Committee.  TheCommittee shall have the authority in its discretion, subject to and notinconsistent with the express provisions of the Plan, to administer the Planand to exercise all the powers and authorities either specifically conferredunder the Plan or necessary or advisable in the administration of thePlan.  The Committee may delegate to oneor more of its members or to one or more agents such administrative duties asit may deem advisable, and the Committee or any person to whom it has delegatedduties as aforesaid may employ one or more persons to render advice withrespect to any responsibility the Committee or such person may have under thePlan.

(b)           Options granted underthe Plan shall be evidenced by duly adopted resolutions of the Committee andincluded in the minutes of the meeting at which they are adopted or in aunanimous written consent.

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

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

4.             Eligibility.

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

(b)           The Plan shall notconfer upon any Recipient any right with respect to continuation of service asa Non-Employee Director or nomination to serve as a Non-Employee Director, norshall it interfere in any way with any rights which the Non-Employee Directoror the Company may have to terminate his or her directorship at any time.

5.             Stock Reserved.

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

(b)           If any Optionoutstanding under the Plan for any reason expires or is terminated withouthaving been exercised in full, the shares of Common Stock allocable to theunexercised portion of such Option shall become available for subsequent grantsof Options under the Plan.

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6.             Non-DiscretionaryGrants

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

(b)           Thereafter, eachNon-Employee Director shall automatically be granted an Option to purchase50,000 shares of Common Stock at each annual shareholder’s meeting at whichsuch person is re-elected to serve as a Non-Employee Director.

(c)           Each Non-EmployeeDirector who serves as chair of the compensation committee or the auditcommittee of the Board of Directors shall automatically be granted an option topurchase 10,000 shares of Company Common Stock on the date on which the personbecomes chair of such committee and expresses his or her intention to serve inthat capacity for at least one year following such appointment.

(d)           Each Non-EmployeeDirector who serves as chair of the Board of Directors shall automatically begranted an option to purchase 50,000 shares of Company Common Stock on the dateon which the person becomes chair of the Board of Directors and expresses hisor her intention to serve in that capacity for at least one year following suchappointment.

(e)           Each Option shallbecome fully vested immediately upon grant.

7.             Terms andConditions of Options.  Each Optiongranted pursuant to the Plan shall be evidenced by a written Option agreementbetween the Company and the Recipient, which agreement shall, unless otherwisedetermined by the Committee, be substantially in the form of Exhibit Ahereto as modified from time to time by the Committee in its discretion, andwhich shall, unless otherwise determined by the Committee, comply with and besubject to the following terms and conditions:

(a)           Option Price.  Subject to adjustment as provided in Section7(h) hereof, each Option agreement shall state the Option Price, which shall be100% of the Fair Market Value per share on the effective date of grant of theOption.

(b)           Term of Option.  Each Option Agreement shall state the periodduring and times at which the Option shall be exercis­able for five years fromthe date of grant of the Option.  Theexercise period shall be subject to earlier termination as provided in Sections7(d) and 7(e) hereof, and, furthermore, shall be terminated upon surrender ofthe Option by the holder thereof if such surrender has been authorized inadvance by the Committee.

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

(1)           An Option may beexercised as to any or all whole shares of Common Stock as to which it then isexercisable; *provided, however*, that no Optionmay be exercised as to less than 100 shares (or such number of shares as towhich the Option is then exercisable if such number of shares is less than100).

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

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

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

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

(d)           Termination ofRelationship With Company.  Unlessotherwise provided in the Option agreement by and between the Company and theRecipient, if the Recipient ceases to be a Non-Employee Director of the Company(other than by reason of death, Disability or retirement), all Optionstheretofore granted to such Recipient but not theretofore exercised shallterminate three months following the date the Recipient ceased to be aNon-Employee Director of the Company.

(e)           Death, Disability orRetirement of Recipient.  Unlessotherwise provided in the Option agreement by and between the Company and theRecipient:

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

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

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

(f)            TransferabilityRestriction.

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

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

(3)           (A)  As a condition to the transfer of any sharesof Common Stock issued upon exercise of an Option granted under this Plan, theCompany may require (x) an opinion of counsel, reasonably satisfactory to theCompany, 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 applicablesecurities laws or (y) that transfer of such shares has been registered underfederal and all applicable state securities laws.  (B) The Company shall be authorized torefrain from delivering or transferring shares of Common Stock issued underthis Plan until the Committee determines that such delivery or transfer willnot violate applicable securities laws and the Recipient has tendered to theCompany any federal, state or local tax owed by the Recipient as a result ofexercising the Option or disposing of any Common Stock when the Company has alegal liability to satisfy such tax. (C)  The Company shall not be liablefor damages due to delay in the delivery or issuance of any stock certificatefor any reason whatsoever, including, but not limited to, a delay caused bylisting requirements of any securities exchange or any registrationrequirements under the 1933 Act, the 1934 Act, or under any other state,federal or provincial law, rule or regulation, except where such delay is dueto the Company’s failure to act in good faith. (D)  The Company is under noobligation to take any action or incur any expense in order to register orqualify the delivery or transfer of shares of Common Stock under applicablesecurities laws or to perfect any exemption from such registration orqualification.  (E) The Company will notbe liable to any Recipient for failure to deliver or transfer shares of CommonStock if such failure is based upon the provisions of this Paragraph 7(i)(3).

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(h)           Effect of CertainChanges

(1)           If there is any changein the number of shares of outstanding Common Stock through the declaration ofstock dividends, or through a recapitalization resulting in stock splits orcombinations or exchanges of such shares, the number of shares of Common Stockavailable for Options and the number of such shares covered by outstandingOptions, and the exercise price per share of the outstanding Options, shall beproportionately adjusted by the Committee to reflect any increase or decreasein the number of issued shares of Common Stock; *provided,however*, that any fractional shares resulting from such adjustmentshall be eliminated.

(2)           In the event of theproposed dissolution or liquidation of the Company, or any corporate separationor division, including, but not limited to, split-up, split-off or spin-off, ora merger or consolidation of the Company with another corporation, theCommittee may provide that the holder of each Option then exercisable shallhave 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 aholder of the number of shares of Common Stock for which such Option might havebeen exercised immediately prior to such dissolution, liquidation, corporateseparation or division, or merger or consolidation; or, in the alternative theCommittee may provide that each Option granted under the Plan shall terminateas of a date fixed by the Committee; *provided, however*,that not less than 30 days’ written notice of the date so fixed shall be givento each Recipient, who shall have the right, during the period of 30 dayspreceding such termination, to exercise the Option as to all or any part of theshares of Common Stock covered thereby, including shares as to which suchOption would not otherwise be exercisable.

(3)           Paragraph 2 of thisSection 7 (h) shall not apply to a merger or consolidation in which the Companyis the surviving corporation and shares of Common Stock are not converted intoor exchanged for stock, securities of any other corporation, cash or any otherthing of value.  Notwithstanding thepreceding sentence, in case of any consolidation or merger of anothercorporation into the Company in which the Company is the surviving corporationand in which there is a reclassification or change (including a change to theright 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 anychange as a result of a subdivision or combination, but including any change insuch shares into two or more classes or series of shares) or the holders of allof the outstanding voting securities of the Company immediately prior to suchconsolidation or merger do not constitute the holders of a majority of theoutstanding voting securities of the Company immediately following suchconsolidation or merger, the Committee may provide that the holder of eachOption then exercisable shall have the right to exercise such Option solely forthe kind and amount of shares of stock and other securities (including those ofany new direct or indirect parent of the Company), property, cash or anycombination thereof receivable upon such reclassification, change,consolidation or merger by the holder of the number of shares of Common Stockfor which such Option might have been exercised.

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

(5)           To the extent that theforegoing adjustments relate to stock or securities of the Company, suchadjustments shall be made by the Committee, whose determination in that respectshall, in absence of bad faith or mathematical error, be final, binding andconclusive.

(6)           Except as expresslyprovided in this Section 7(h) or the applicable Option agreement, the Recipientshall have no rights by reason of any subdivision or consolidation of shares ofstock of any class, or the payment of any stock dividend or any other increaseor decrease in the number of shares of stock of any class, or by reason of anydissolution, liquidation, merger, or consolidation or spin-off of assets orstock of another corporation; and any issue by the Company of shares of stockof any class, or securities convertible into shares of stock of any class,shall not affect, and no adjustment by reason thereof shall be made withrespect to, the number or price of shares of Common Stock subject to anOption.  The grant of an Option pursuantto the Plan shall not affect in any way the right or power of the Company tomake adjustments, reclassifications, reorganizations or changes of its capitalor 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 asShareholder - Non-Distributive Intent.

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

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

(3)           Upon exercise of anOption at a time when there is no registration statement in effect under the1933 Act relating to the shares issuable upon exercise, shares may be issued tothe Recipient only if the Recipient represents and warrants in writing to theCompany that the shares purchased are being acquired for investment and notwith a view to the distribution thereof and provides the Company withsufficient information to establish an exemption from the registrationrequirements of the 1933 Act.  A form ofsubscription agreement containing representations and warranties deemedsufficient as of the date of adoption of this Plan is attached hereto as ExhibitB.

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(4)           No shares shall beissued upon the exercise of an Option unless and until there shall have beencompliance with any then applicable requirements of the U.S. Securities andExchange Commission or any other regulatory agencies having jurisdiction overthe Company.

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

8.             Agreement byRecipient Regarding Taxes.

(a)           By accepting an Option,each Recipient agrees that the Company, to the extent permitted or required bylaw, shall have the right to deduct a sufficient number of shares due to theRecipient 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 withheldupon the exercise of such Option from any payment of any kind otherwise due tothe Recipient.  The Company shall not beobligated to advise any Recipient of the existence of any tax or the amountwhich the Company will be so required to withhold.

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

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

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

10.           Amendment andTermination of the Plan.

(a)           Subject to thepolicies, rules and regulations of any lawful authority having jurisdiction(including any exchange with which the shares of the Company are listed fortrading), the Board may at any time, without further action by theshareholders, amend the Plan or any Option granted hereunder in such respectsas it may consider advisable and, without limiting the generality of theforegoing, it may do so to ensure that Options granted hereunder will complywith any provisions respecting stock options in the income tax and other lawsin force in any country or jurisdiction of which any Option holders may fromtime to time be a resident or citizen, or it may at any time without action byshareholders terminate the Plan; *provided, however*,that any amendment that would require shareholder approval under applicablestate law, the rules and regulations of any national securities exchange onwhich the Company’s securities then may be listed, the Internal Revenue Code orany other applicable law, shall be subject to the approval of the 

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

(b)           Except as provided inSection 7 hereof, no suspension, termination, modification or amendment of thePlan may adversely affect any Option previously granted, unless the writtenconsent of the Recipient is obtained.

11.           Approval ofShareholders.  The Plan shall takeeffect upon its adoption by the Board but shall be subject to approval at aduly called and held meeting of stockholders in conformance with the voterequired by the Company’s governing documents, resolution of the Board, anyother applicable law and the rules and regulations thereunder, or the rules andregulations of any national securities exchange upon which the Company’s CommonStock is listed and traded, each to the extent applicable.  To the extent that any Options have beengranted and the shareholders do not approve this Plan on or before the firstanniversary of the date of the Plan’s adoption by the Board, such Options shallbe deemed void *ab initio*.

12.           Termination of Rightof Action.  Every right of actionarising 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 memberof the Board, or against any employee, or by an employee (past, present orfuture) against the Company will, irrespective of the place where an action maybe 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 fromthe date of the act or omission in respect of which such right of action isalleged to have risen.

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

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

[End of Plan]

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Exhibit A

FORM OF STOCKOPTION AGREEMENT

STOCK OPTIONAGREEMENT

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

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

NOW, THEREFORE, inconsideration of the premises and mutual covenants herein set forth and othergood and valuable consideration, the Company and the Recipient agree asfollows:

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

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

3.             Vesting andExercise of Option.

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

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

c.             The Option may beexercised by written notice to the Secretary of the Company accompanied bypayment 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 fiveyears from the Date of Grant, subject to earlier termination or cancellation asprovided in this Agreement or in the Plan. The holder of the Option will not have any rights to dividends or anyother rights of a shareholder with respect to any shares of Common Stocksubject to the Option until such shares shall have been issued (as evidenced bythe appropriate transfer agent of the Company) upon purchase of such sharesthrough exercise of the Option.

5.             TransferabilityRestriction.  The Option may not beassigned, transferred or otherwise disposed of, or pledged or hypothecated inany way (whether by operation of law or otherwise) except in strict compliancewith Section 9 of the Plan.  Anyassignment, transfer, pledge, hypothecation or other disposition of the Optionor any attempt to make any levy of execution, attachment or other process willcause the Option to terminate immediately upon the happening of any such event;*provided, however*, that any suchtermination of the Option under the provisions of this Paragraph 5 will notprejudice any rights or remedies which the Company may have under thisAgreement or otherwise.

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

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

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

9.             No RegistrationObligation.  The Recipientunderstands that the Option is not registered under the 1933 Act and, unless byseparate written agreement, the Company has no obligation to so register theOption or any of the shares of Common Stock subject to and issuable upon theexercise of the Option, although it may from time to time register under the1933 Act the shares issuable upon exercise of Options granted pursuant to thePlan.  The Recipient represents that theOption is being acquired for the Recipient’s own account and that unlessregistered by the Company, the shares of Common Stock issued on exercise of theOption 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 uponexemptions from the 1933 Act, and acknowledges and agrees that all certificatesfor the shares issued upon exercise of the 

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

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

The Recipient furtherunderstands and agrees that the Option may be exercised only if at the time ofsuch exercise the underlying shares are registered and/or the Recipient and theCompany are able to establish the existence of an exemption from registra­tionunder the 1933 Act and applicable state or other laws.

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

11.           Approval of Counsel.  The exercise of the Option and the issuanceand delivery of shares of Common Stock pursuant thereto shall be subject to thereasonable approval by the Company’s counsel of all legal matters in connectiontherewith, including compliance with the registration and reportingrequirements of the 1933 Act, the Securities Exchange Act of 1934, as amended,applicable state and other securities laws, the rules and regulationsthereunder, and the requirements of any national securities exchange(s) uponwhich the Common Stock then may be listed.

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

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

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

14.           Plan Governs.  In the event that any provision in thisAgreement conflicts with a provision in the Plan, the provision of the Planshall govern.

Executed in the name andon behalf of the Company by one of its duly authorized officers and by theRecipient all as of the date first above written.
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The undersigned Recipienthas read and understands the terms of this Option Agreement and the attachedPlan and hereby agrees to comply therewith.
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