Exhibit
10.2


AMENDED
AND RESTATED EMPLOYMENT AGREEMENT


This Amended and Restated Employment  Agreement,
dated as of October 27, 2006 (this “Agreement”), is by and between SenseIt Corp., a Delaware corporation (the “Company”), and Christopher Toffales, an individual residing at 21 Motts
Hollow Road, Port Jefferson, New York 
11777 (“Executive”).


W I T N E S S E T H:


WHEREAS, the Company and
Executive are parties to an Employment Agreement, dated as of May 9, 2006 (the “Prior
Agreement”), which was to become effective upon the occurrence of certain
specified events; and


WHEREAS, the parties desire to
amend and restate the Prior Agreement to reflect an employment arrangement
pursuant to which the Company shall employ Executive as the Company’s president
and chief executive officer and to set forth the terms and conditions of such
employment as now contemplated by this Agreement; and


WHEREAS, simultaneous with the
execution of this Agreement, the Company has entered into a Class A Common
Stock Purchase Agreement (the “Isonics Purchase Agreement”) with Isonics
Corporation, a California corporation (“Isonics”), pursuant to which Isonics
shall purchase specified shares of the capital stock of the Corporation in
exchange for cash and/or other consideration, including, but not limited to, an
assignment of all of Isonics rights, title and interest in that certain
Development and Licensing Agreement, dated as of September 28, 2005, as amended
(the “Lucent Agreement”), between Isonics and Lucent Technologies Inc. (“Lucent”).


NOW,
THEREFORE, in consideration of the foregoing and of the
mutual premises, covenants, representations and warranties herein contained,
and for other good and valuable consideration, the receipt and adequacy of
which is hereby acknowledged, the parties hereto agree as follows:


1.             Termination of
Prior Agreement.  This Agreement
supersedes all prior employment agreements and arrangements between the
parties, including the Prior Agreement, in all respects and each of such prior
employment agreements and arrangements, including the Prior Agreement, are
terminated in their entirety and hereby made null and void with no party to
such prior employment agreements and arrangements, including the Prior
Agreement, having any rights, obligations or liabilities under such prior
employment agreements and arrangements, including, but not limited to, the
Prior Agreement.


2.             Retention of
Services; Term.  Effective as of the
date (the “Effective Date”) on which there shall occur the Initial Closing
under the Isonics Purchase Agreement, the Company retains the services of
Executive, and Executive agrees to furnish such services, upon the terms and
conditions set forth in this Agreement. 
Subject to earlier termination on the terms and conditions provided in
section 8 of this Agreement, and subject to certain provisions of this
Agreement which shall survive any termination of the employment of Executive,
the initial term 









 



 


(the
“Initial Term”) of  the employment of
Executive under this Agreement is two years. 
The term of the employment of Executive under this Agreement shall
automatically be extended for an unlimited number of additional two-year terms
(each, a “Renewal Term”); provided, however, that either the
Board of Directors or Executive may elect not to extend the term of the
employment of Executive by the Company under this Agreement for any future
Renewal Term by giving notice to the other party at least three months prior to
the commencement of such Renewal Term. 
(For the purposes of this Agreement, the Initial Term and all effective
Renewal Terms are referred to in this Agreement collectively as the “Employment
Period.”)


3.             Duties and
Extent of Services During Employment Period.


(a)           During the Employment Period,
Executive shall (i) serve as the president and chief executive officer of the
Company on the terms and conditions set forth in this Agreement, (ii) report
directly to the board of directors of the Company (the “Board of Directors”)
and (iii) exercise such authority, perform such executive duties and functions
and discharge such executive responsibilities as are reasonably associated with
the Executive’s positions, consistent with the responsibilities of the
president and/or chief executive officer of companies comparable to the
Company, commensurate with the authority vested in the Executive pursuant to
this Agreement and consistent with the Bylaws of the Company, including, but
not limited to, supervising the day-to-day business operations and activities
of the Company.


(b)           Notwithstanding anything to the contrary
contained in this Agreement, in his capacity as the president and chief
executive officer of the Company, Executive may act on behalf of the Company to
the fullest extent permissible for a person acting in such capacities under
applicable law and without approval of the Board of Directors or the consent of
the holders of any class of securities of the Company, except with respect to
the following items, which shall require:


(i)            the majority vote of the Board of
Directors in order to:


(A)          enter into a transaction with an
affiliate of Executive, the Company or any affiliate of Executive or the
Company;


(B)           on behalf of the Company, borrow
funds over $250,000 on a secured or unsecured basis in one or more
transactions, from banks or any other person or entity;


(C)           invest or reinvest funds of the
Company in an amount greater than $250,000 in any securities, whether equity or
debt, public or private, or any similar investments, or in any other
investment;


(D)          accept any capital investment in, or
issue any additional securities of, the Company in a transaction with any
person or entity;


(E)           on behalf of the Company, (1) make a
general assignment for the benefit of creditors, (2) consent to the appointment
of a receiver, liquidator, custodian, or similar official of all or
substantially all of its properties, (3) commence any action or proceeding or
take advantage of or file under any federal or state insolvency statute,
including, without limitation, the United States Bankruptcy Code or any
political subdivision thereof, seeking to have an order for relief entered with
respect to the Company or seeking adjudication as a bankrupt or insolvent, or
(4) seek reorganization, arrangement, adjustment, liquidation, dissolution,
administration, a voluntary arrangement, or other relief with respect to the
Company or its debts;


(F)           declare or pay a dividend on any
class of securities of the Company; and



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(G)           Fail to terminate the Lucent
Agreements for convenience under Section 4.02(a) of the Lucent Agreement at a
time when the Company does not have sufficient funds readily available to meet
the Company’s obligations to Lucent under the Lucent Agreement, other than such
time when the Company does not have such funds readily available due to a
failure by Isonics to timely purchase securities of the Company in accordance
with the Isonics Purchase Agreement; and


(ii)           the majority vote of the Board of
Directors and, until the termination of the Stockholders’ Agreement, dated of
even date as this Agreement (the “Stockholders’ Agreement”), among the Company,
Executive (in his individual capacity and not in his capacity as an officer,
director and/or employee of the Company), Isonics and others, an affirmative
vote of the holders of a majority of the outstanding shares of each class of
securities of the Company, including, but not limited to, the Class A Common
Stock and Class B Common Stock of the Company, in order to:


(A)          merge, consolidate or dissolve the
Company or sell all or substantially all of its assets as part of a single transaction,
series of related transactions or plan;


(B)           mortgage, pledge, or grant a security
interest in any property of the Company not in the ordinary course of business;
and


(C)           on behalf of the Company, lend money
to or guaranty or become surety for the obligations of any person or entity.


(c)           Executive shall be required to devote
five business days per calendar month to the Company’s affairs, which time
shall be documented in reasonable detail and provided to the Board of Directors
upon written request by the Board of Directors. 
Executive shall use his discretion in determining whether it is
necessary to devote any additional time to the Company’s affairs beyond the
required five business days per calendar month; provided, however,
that Executive provision to the Company of additional business days in excess
of two additional business days in any calendar month shall require the
pre-approval of the Board of Directors.


(d)           Notwithstanding anything to the
contrary contained in this Agreement, during the Employment Period, Executive
may (i) engage, directly or indirectly, in any other businesses and ventures,
including providing services and otherwise being affiliated with (A) Irvine
Sensors Corporation and (B) and other persons or entities (and their respective
affiliates) with whom Executive or CTC Aero, LLC, a New York limited liability
company in which Executive (in his individual capacity and not in his capacity
as an officer, director and/or employee of the Company) is the sole member (“CTC
Aero”), has any equity interest or any other business or financial relationship
or arrangement as of the date of the commencement of the Employment Period,
(ii) become an employee, officer or director of, or provide consulting or other
services for, any other person or entity that is not directly competitive with
the Company and (iii) devote time, attention and energies to reasonable
community activities and public affairs, provided such community activities and
public affairs efforts shall not in any way conflict with the amount of time
required to be devoted to the Company under this Agreement.  Neither the Company nor any of the Company’s
officers, directors, employees and stockholders shall have any right, title or
interest, by virtue of this Agreement or otherwise, to share in any of the
businesses, ventures, equity interests, business or financial relationships or
arrangements, investments or activities to which Executive may engage or
participate in pursuant to the preceding sentence or in any 



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income or revenues
derived from any of such businesses, ventures, equity interests, business or
financial relationships or arrangements, investments or activities.


(e)           From and after the later of the
Effective Date or the date of the occurrence of a Threshold Event (as such term
is defined in the Company’s Certificate of Incorporation, as amended through
the Effective Date) and, thereafter, through the earlier of the (i) third
anniversary of the termination of the Employment Period and (ii) the date on
which Executive no longer owns any equity securities of the Company, in any and
all elections of directors of the Company (whether at a meeting or by written
consent in lieu of a meeting), the Company shall take all steps reasonably
necessary (including, but not limited to, solicitation of proxies or written
consents) to cause Executive to be elected as a director of the Company.


4.             Remuneration.


(a)            During the Employment Period, the
Company shall pay to Executive as compensation for his services performed under
this Agreement an amount equal to $21,000.00 per calendar month (the “Base
Salary”), which amount shall be paid in a manner consistent with the Company’s
payroll practices for executive officers. 
In the event that Executive shall devote more than five business days in
any calendar month to the Company’s affairs under this Agreement, the Company
shall pay to Executive an amount equal to $4,000 per business day (such amount
to be pro-rated accordingly for any partial days of additional services
rendered, based on an eight-hour business day). 
To the extent that the first and/or last months of the Employment Period
consist of less than a full calendar month, the compensation and required
number of days devoted to the Company’s affairs shall be pro-rated accordingly
for such first and last months.


(b)           Notwithstanding the provisions of the
first sentence of paragraph 4(a), for each Renewal Term, the Base Salary shall
be increased for such Renewal Term, effective as of the first day of the
Renewal Term, to an amount equal to the product resulting from multiplying (i)
the Base Salary in effect immediately prior to such increase in the Base Salary
by (ii) a fraction, (A) the numerator of which shall be the Consumer Price
Index for the New York/New Jersey Metropolitan Area (All Employees), as
published by the U.S. Bureau of Labor Statistics (the “CPI”) for the most
recent published period prior to the effective date of any such increase, and
(B) the denominator of which shall be the CPI for the most recent published
period prior to the date of this Agreement (with respect to the first Renewal
Period) or prior to commencement of the immediately preceding Renewal Term
(with respect to all other Renewal Terms).


5.             Employee Benefits; Expenses.


(a)           During the term of this Agreement, the Company shall
provide to Executive the right to participate in the Company’s then existing
medical and dental insurance, any retirement plan, profit-sharing plan,
savings plan, stock option plan and
other employee benefit plans and policies on the same terms as are then
generally available to the Company’s executive officers.


(b)           The Company shall reimburse Executive for all reasonable
and necessary expenses, and other disbursements incurred by Executive for or on
behalf of the Company in the performance 



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of Executive’s duties under
this Agreement, upon submission of appropriate documentation therefor,
consistent with the Company’s expense reimbursement policies.


(c)           During the term of this Agreement,
the Company shall have in effect at all times, at its expense and no cost to
Executive, one or more directors and officers liability indemnification
insurance policies (the “D&O Policies”) covering liabilities which may have
accrued or that will be incurred by the performance of Executive’s services on
behalf of the Company in the minimum benefit amount of $5,000,000; provided,
however, that, in the event that the Company shall obtain D&O
Policies for any director or officer of the Company with a benefit amount
greater than $5,000,000, the minimum benefit amount under this paragraph 5(c)
shall be increased to the benefit amount provided to such other director and
officer.


(d)           Subject to the provisions of
paragraph 5(e), during the term of this Agreement, the Company shall maintain,
at its expense and at no cost to Executive but subject to Executive being
insurable, a (i) life insurance policy (the “Life Insurance Policy”) on the
life of Executive providing for a minimum death benefit of $5,000,000 (“Life
Insurance Policy”) for which Executive shall have the right to designate the
beneficiary of the Life Insurance Policy and (ii) long-term disability
insurance policy (the “Disability Insurance Policy”) for the benefit of
Executive and providing for a minimum net benefit of $10,000 per month after
taxes.


(e)           The Company’s obligation under
paragraph 5(d) to maintain the Life Insurance Policy and Disability Insurance
Policy shall be limited to an aggregate annual premium amount of $15,000.  Should the aggregate annual premium amount for
the Life Insurance Policy and Disability Insurance Policy exceed $15,000,
Executive shall have the option to either (i) consent to a reduction in the
benefit amount(s) of the Life Insurance Policy and/or Disability Insurance
Policy so as to cause the aggregate annual premium amount for such policies to
be no greater than $15,000 or (ii) tender to the Company (no later than five
days prior to the applicable premium payment date(s) and, to the extent that
premiums are payable in installments, proportionally among the various
installment payment dates) an amount equal to the excess by which the actual
aggregate annual premium amount exceeds $15,000.


(f)            (i)            In
addition to receiving the Base Salary provided for in Section 4, upon the
Company receiving an aggregate of at least $5,000,000 in gross proceeds from
equity investments in the Company (excluding equity investments pursuant to
that certain Class A Common Stock Purchase Agreement, of even date herewith
(the “Isonics Agreement”), between the Company and Isonics (the “Car Allowance
and Rental Office Threshold”) and thereafter through our Employment Period,
Executive shall be entitled to receive a car allowance (the “Car Allowance”) of
$1,200 per month (plus any reasonable premiums for automotive insurance),
payable in advance, commencing as of the first day of the first calendar month
following the attainment of the Car Allowance and Rental Office Threshold.  It is agreed by the parties hereto that the
payment of the Car Allowance is in lieu of any right of Executive to
reimbursement of costs related the use by Executive of Executive’s personal
motor vehicle, including, but not limited to, insurance, repair, maintenance,
mileage charges and fuel costs, but does not include parking and toll charges
(the “Other Car Expenses”) reasonably incurred on the Company’s behalf, such
Other Car Expenses to be reimbursed by the Company upon submission of
appropriate documentation of such Other Car Expenses by Executive to the
Company.  



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Notwithstanding the
provisions of the first sentence of this subparagraph 5(f)(i), for each Renewal
Term, the Car Allowance shall be increased for such Renewal Term, effective as
of the first day of the Renewal Term, to an amount equal to the product
resulting from multiplying (i) the Car Allowance in effect immediately prior to
such increase in the Base Salary by (ii) a fraction, (A) the numerator of which
shall be the CPI for the most recent published period prior to the effective
date of any such increase, and (B) the denominator of which shall be the CPI
for the most recent published period prior to the date of this Agreement (with
respect to the first Renewal Period) or prior to commencement of the
immediately preceding Renewal Term (with respect to all other Renewal Terms).


(ii)           Prior to becoming entitled to receive
the Car Allowance, the Company shall reimburse Executive for all costs relating
to the use by Executive of Executive’s personal motor vehicle in connection
with executive’s performance of services under this Agreement, including, but
not limited to mileage charges, fuel costs and Other Car Expenses.


(g)           No amounts paid to or on behalf of
Executive under any plan or arrangement in accordance with paragraphs 5(a),
(b), (c), (d) and (f) shall be deemed to be paid in lieu of other compensation
to which Executive is entitled to receive or benefit from under this Agreement.


(h)           Upon the Company attaining the Car
Allowance and Rental Office Threshold, Executive shall have the right to lease
reasonable office facilities, lease or purchase general office equipment and supplies
and retain staff, all in the name and on behalf of the Company, at such costs
as Executive determines, in his sole discretion, are in the best interest of
the Company.


6.             Confidential
Information; Proprietary Rights.


(a)           In the course of Executive’s
employment by the Company, Executive will have access to and possession of
valuable and important confidential or proprietary data or information of the
Company and/or its affiliates and their operations.  Executive will not, during Executive’s
employment by the Company or at any time thereafter, divulge or communicate to
any person, nor shall Executive direct any employee, representative or agent of
the Company or any of its affiliates to divulge or communicate to any person or
entity (other than to a person or entity bound by confidentiality obligations
similar to those contained in this section 6 and other than as necessary in
performing Executive’s duties under this Agreement) or use, to the detriment of
the Company, or any of the Company’s affiliates or for the benefit of any other
person or entity, including, but not limited to, any competitor, supplier,
licensor, licensee or customer of the Company, any of such confidential or
proprietary data or information or make or remove any copies thereof, whether
or not marked or otherwise identified as “confidential” or “secret.”  Executive shall take all reasonable
precautions in handling the confidential or proprietary data or information
within the Company to a strict need-to-know basis and shall comply with any and
all security systems and measures adopted from time to time by the Company to
protect the confidentiality of confidential or proprietary data or information.


(b)           The term “confidential or proprietary data or information”
as used in this Agreement shall mean information not generally available to the
public, including, but not limited to, all information derived from or relating
to the Lucent Agreement, customer information, database 



 6
 






 



 


information, personnel
information, financial information, account lists or other account information,
names, telephone numbers or addresses, supplier or vendor lists, trade secrets,
patented or other proprietary information, forms, information regarding
operations, systems, methods, processes, financing, services, know how,
computer and any other processed or collated data, computer programs, pricing,
marketing and advertising data; provided, however, confidential
or proprietary information shall not include information that is (i) generally
available to the public or becomes publicly known through no wrongful act of
Executive, (ii) independently developed by a third party and disclosed to
Executive through no wrongful act of Executive or the other party or (iii) is
required to be disclosed by law. 
Notwithstanding anything to the contrary in the immediately preceding
sentence, Executive will not knowingly propagate the spread of information
which is proprietary to either the Company, Isonics, Lucent or any other
stockholder of the Company.


(c)           Executive will, at all times,
promptly disclose to the Company in such form and manner as the Company may
reasonably require, any inventions, improvements or procedural or
methodological innovations, including, but not limited to, those relating to
programs, methods, forms, systems, services, designs, marketing ideas, products
or processes (whether or not capable of being trademarked, copyrighted or
patented) conceived or developed or created by Executive solely in connection
with Executive’s employment under this Agreement and which solely relate to the
business of the Company (the “Work Product”). 
Executive agrees that all Work Product shall be the sole property of the
Company.  Executive hereby assigns all of
his right, title and interest to the Work Product to the Company.  Executive further agrees that Executive,
without charge, will execute such instruments and perform such acts as may
reasonably be requested by the Company to transfer to and perfect in the
Company all legally protectable rights in the Work Product.  To the extent any moral rights or other Work
Product rights are not legally transferable to the Company, Executive hereby
waives and agrees to never assert any such rights against the Company or any of
its affiliates, even after termination of employment.


(d)           All written materials, books, records and documents made
by Executive or coming into Executive’s possession during Executive’s
employment by the Company concerning any products, processes or systems used,
developed, investigated, purchased, sold or considered by the Company or any of
its affiliates or otherwise concerning the business or affairs of the Company
or any of its affiliates, including, but not limited to, any files, customer
records such as names, telephone numbers and addresses, lists, firm records,
brochures and literature, shall be the sole property of the Company and, upon
termination of Executive’s employment by the Company or upon request of the
Company during Executive’s employment by the Company, Executive shall promptly
deliver the same to the Company.  In
addition, upon termination of Executive’s employment by the Company, Executive
will deliver to the Company all other Company property in Executive’s
possession or under Executive’s control, including, but not limited to,
financial statements, marketing and sales data, customer and supplier lists and
information, account lists and other account information, database information,
plans, designs and other documents.


 



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7.             Remedies.


(a)           Executive
acknowledges that the covenants contained in section 6 are fair and reasonable
in order to protect the Company’s business and were a material and necessary
inducement for the Company to agree to the terms of this Agreement.  Executive further acknowledges that any
remedy at law for any breach or threatened or attempted breach of the covenants
contained in section 6 may be inadequate and that the violation of any of the
covenants contained in section 6 will cause irreparable and continuing damage
to the Company.  Accordingly, the Company
shall be entitled to specific performance or any other mode of injunctive
and/or other equitable relief to enforce its rights under section 6, including,
but not limited to, an order restraining any further violation of such
covenants, or any other relief a court might award, without the necessity of
the posting of any bond or furnishing of other security, and that such
injunctive relief shall be cumulative and in addition to any other rights or remedies
to which the Company may be entitled. 
The covenants in sections 6 shall run in favor of the Company and its
successors and assigns.  The provisions
of section 6 and this section 7 shall survive the termination of the Employment
Period.


(b)           It is the desire and intent of the
parties hereto that the provisions of this Agreement shall be enforced to the
fullest extent permissible under the laws and public policies applied in each
jurisdiction in which enforcement is sought. 
Accordingly, to the extent that a restriction contained in this
Agreement is more restrictive than permitted by the laws of any jurisdiction
where this Agreement may be subject to review and interpretation, the terms of
such restriction, for the purpose only of the operation of such restriction in
such jurisdiction, shall be the maximum restriction allowed by the laws of such
jurisdiction and such restriction shall be deemed to have been revised
accordingly herein.


8.             Termination.


(a)           The Board of Directors may terminate Executive’s employment
by the Company “for cause” by delivering to Executive, not less than ten days
prior to the date on which the termination is to be effective, a written notice
of termination for cause specifying the act, acts or failure to act that
constitute the cause.  For the purposes
of this agreement, the term “for cause” shall mean:


(i)            any act of fraud or embezzlement
materially adversely affecting the financial, market, reputation or other
interests of the Company;


(ii)           in the event of a conviction of Executive
of, or a plea of nolo contendere
to, (A) any violent felony or misdemeanor resulting in a jail sentence, (B) any
felony involving moral turpitude or (C) a criminal violation of federal or
state securities laws;


(iii)          any material failure to perform Executive’s
duties as set forth in this Agreement which results in material harm to the
Company, after reasonable notice and the opportunity to cure; or


(iv)          the death of Executive.


(b)           Executive shall not be entitled to
receive any further compensation (other than his compensation through the
effective date of such termination for cause) under this Agreement in 



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his capacity
as an employee of the Company, in the event that the Company terminates
Executive’s employment by the Company for cause.


(c)           If, after the earlier of (x) the
first commercial sale of Licensed Product (as such term is defined in the
Lucent Agreement), (y) the Company’s acquisition of one or more entities with
aggregate annual revenues of or exceeding $10,000,000, or (z) entities acquired
by the Company having annual revenues aggregating to or exceeding $10,000,000
in any one year, and thereafter at any time during the Employment Period, the
Company terminates the employment of Executive with the Company other than for
cause, then:


(i)            the Company shall pay Executive,
within three months of the date of such termination, amount equal to the
product resulting from multiplying (A) the annualized average of the total
compensation paid to Executive for the five calendar years immediately preceding
Executive’s termination by (B) two;


(ii)           within 30 days following the date of
termination, the Company shall pay Executive the total compensation earned
through the date of termination to the extent not yet paid;


(iii)           all then outstanding unexercised stock
options granted to Executive, if any, under any stock incentive plan of the
Company shall become fully vested and exercisable as of the date of termination
and shall continue to be exercisable for the life of such option.


9.             Indemnification.


(a)           The Company agrees to indemnify
Executive and hold Executive harmless against any and all losses, claims,
damages, liabilities and costs (and all actions in respect thereof and any
legal or other expenses in giving testimony or furnishing documents in response
to a subpoena or otherwise), including, without limitation, the costs of
investigating, preparing or defending any such action or claim, whether or not
in connection with litigation in which Executive is a party, as and when
incurred, directly or indirectly caused by, relating to, based upon or arising
out of any work performed by Executive in connection with this Agreement to the
full extent permitted by the Delaware General Corporation Law and by the
Certificate of Incorporation and Bylaws of the Company, as may be amended from
time to time.


(b)           The indemnification provision of this
section 9 shall be in addition to any liability which the Company may otherwise
have to Executive.


(c)           If any action, proceeding or
investigation is commenced as to which Executive proposes to demand such
indemnification, Executive shall notify the Company with reasonable
promptness.  Executive shall have the
right to retain counsel of Executive’s own choice to represent Executive and
the Company shall pay all reasonable fees and expenses of such counsel; and
such counsel shall, to the fullest extent consistent with such counsel’s
professional responsibilities, cooperate with the Company and any counsel
designated by the Company.  The Company
shall be liable for any settlement of any claim against Executive made with the
Company’s written consent, which consent shall not be unreasonably withheld or
delayed, to the fullest extent permitted by the Delaware General Corporation
Law and the Certificate of Incorporation and Bylaws of the Corporation, as may
be amended from time to time.



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10.           Notices.  All notices and other communications required
or permitted hereunder shall be in writing. 
Notices shall be delivered personally, against written receipt therefor,
via a recognized overnight courier (such as Federal Express, DHL, Airborne
Express or U.S.P.S. Express Mail) or via certified or registered mail.  Notices may be delivered via facsimile or
e-mail, provided that by no later than two days thereafter such notice is
confirmed in writing and sent via one of the methods described in the previous
sentence.  Notices shall be addressed as
follows:


	
  

  	
  If to Executive, to:

  	
  Christopher Toffales

  
	
   

  	
   

  	
  21 Motts Hollow
  Road

  
	
   

  	
   

  	
  Port Jefferson,
  New York 11777

  
	
   

  	
   

  	
  Facsimile: (631)
  331-3371

  
	
   

  	
   

  	
  E-Mail:
  Toffales21@aol.com

  
	
   

  	
   

  	
   

  
	
   

  	
  with a copy to:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  If to the
  Company, to:

  	
  Board of Directors

  
	
   

  	
   

  	
  SenseIt Corp.

  
	
   

  	
   

  	
  21 Motts Hollow
  Road

  
	
   

  	
   

  	
  Port Jefferson,
  New York 11777

  
	
   

  	
   

  	
  Facsimile: (631)
  331-3371

  
	
   

  	
   

  	
  E-Mail:
  Toffales21@aol.com

  
	
   

  	
   

  	
   

  
	
   

  	
  with a copy to:

  	
  Neil M. Kaufman, Esq.

  
	
   

  	
   

  	
  Davidoff Malito
  & Hutcher LLP

  
	
   

  	
   

  	
  200 Garden City
  Plaza, Suite 315

  
	
   

  	
   

  	
  Garden City, New
  York 11530

  
	
   

  	
   

  	
  Facsimile: (516)
  248-6422

  
	
   

  	
   

  	
  E-Mail:
  nmk@dmlegal.com

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  and, if (x)
  Isonics and/or Isonics Homeland Security and Defense Corporation (“IHSDC”)
  owns of record at least 25% of the then outstanding shares of Class A Common
  Stock or (y) following the occurrence of a Threshold Event (as such term is
  defined in the Amended Certificate of Incorporation), Isonics and/or IHSDC
  owns of record at least 25% of the then outstanding shares of Common Stock,
  to Isonics in the manner as set forth in this Section 10.

  



 


or, in the case of any of
the parties hereto, at such other address as such party shall have furnished to
each of the other parties hereto in accordance with this section 10.  Each such notice, demand, request or other
communication shall be deemed given (i) on the date of such 



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delivery by hand, (ii) on
the first business day following the date of such delivery to the overnight
delivery service or facsimile transmission, or (iii) three business days
following such mailing.


11.           Successors and Assigns; Third
Party Beneficiaries. This Agreement shall be binding upon and inure to the
benefit of the successors and assigns of the Company, and unless clearly
inapplicable, all references herein to the Company shall be deemed to include
any such successor. In addition, this Agreement shall be binding upon and inure
to the benefit of Executive and his heirs, executors, legal representatives and
assigns; provided, however, that the obligations of Executive
under this Agreement may not be delegated without the prior written approval of
the Board of Directors.  In the event of
any consolidation or merger of the Company into or with any other corporation,
or the sale of all or substantially all of the assets of the Company to another
corporation, person or entity during the Employment Period, such successor
corporation shall assume this Agreement and become obligated to perform all of
the terms and provisions hereof applicable to the Company, and Executive’s
obligations hereunder shall continue in favor of such successor corporation.


12.           Acknowledgment. Executive
acknowledges that he has carefully read this Agreement, has had an opportunity
to consult counsel regarding this Agreement and hereby represents and warrants
to the Company that Executive’s entering into this Agreement, and the
obligations and duties undertaken by Executive under this Agreement, will not
conflict with, constitute a breach of or otherwise violate the terms of any
other agreement to which Executive is a party and that Executive is not
required to obtain the consent of any person, firm, corporation or other entity
in order to enter into and perform his obligations under this Agreement.


13.           Arbitration.


(a)           Any dispute arising between the
parties to this Agreement, including, but not limited to, those pertaining to
the formation, validity, interpretation, effect or alleged breach of this
Agreement (“Arbitrable Dispute”) will be submitted to arbitration in Nassau or
Suffolk Counties of the State of New York, before an experienced employment
arbitrator and selected in accordance with the rules of the American
Arbitration Association labor tribunal. 
Each party shall pay the fees of their respective attorneys, the
expenses of their witnesses and any other expenses connected with presenting
their claim.  Other costs of the
arbitration, including the fees of the arbitrator, cost of any record or
transcript of the arbitration, administrative fees, and other fees and costs
shall be borne equally by the parties hereto.


(b)           Should any party to this Agreement
hereafter institute any legal action or administrative proceedings against
another party with respect to any claim waived by this Agreement or pursue any
other Arbitrable Dispute by any method other than said arbitration, the
responding party shall be entitled to recover from the initiating party all
damages, costs, expenses and attorney’s fees incurred as a result of such
action.


14.           Reimbursement of Legal Expenses.  Upon the Company receiving the Aggregate
Final Installment Shares Purchase Price of $500,000 pursuant to (and as such
term is defined in) the Isonics Agreement, Executive shall be reimbursed for
all Executive’s expenses (including, 



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but not limited to, legal
fees and expenses) incurred in connection with the formation of the Company,
the Prior Agreement, Isonics Agreement, the Amended Certificate of
Incorporation referred to (and as such term is defined in) the Isonics
Agreement and related transactions, as well as other expenses incurred for the
benefit of the Company and not previously reimbursed pursuant to paragraph
5(b).


15.           Miscellaneous.


(a)           The construction, validity and
interpretation of this Agreement will be governed by and construed in
accordance with the laws of the State of New York, without regard to principles
of conflicts of law.


(b)           This Agreement supersedes all prior
agreements and constitutes the entire Agreement and understanding between parties.  This Agreement may not be amended, modified
in any manner or terminated orally; and no amendment, modification, termination
or attempted waiver of any of the provisions hereof shall be binding unless in
writing and signed by the parties against whom the same is sought to be
enforced; provided, however, that Executive’s compensation may be increased at
any time by the Corporation without in any way affecting any of the other terms
and conditions of this Agreement which in all other respects shall remain in
full force and effect.


(c)           No delay or omission to exercise any
right, power or remedy accruing to any party under this Agreement, upon any
breach or default of any other party under this Agreement, shall impair any
such right, power or remedy of such nonbreaching or nondefaulting party nor
shall it be construed to be a waiver of any such breach or default, or an
acquiescence therein, or of or in any similar breach or default thereafter
occurring; nor shall any waiver of any single breach or default be deemed a
waiver of any other breach or default theretofore or thereafter occurring.


(d)           Whenever possible, each provision of
this Agreement will be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement is held to be
invalid, illegal or unenforceable in any respect under any applicable law or
rule in any jurisdiction, such invalidity, illegality or unenforceability will
not affect any other provision or any other jurisdiction, but this Agreement
will be reformed, construed and enforced in such jurisdiction to the greatest
extent possible to carry out the intentions of the parties hereto.


(e)           This Agreement may be executed in
separate counterparts each of which will be an original and all of which taken
together will constitute one and the same agreement.


(f)            Any signature page delivered by a
fax machine shall be binding to the same extent as an original signature page,
with regard to any agreement subject to the terms hereof or any amendment thereto.


(g)           The titles and subtitles used in this
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.



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(h)           The language of all parts of this
Agreement shall in all cases be construed as a whole according to its fair
meaning, and not strictly for or against any of the parties.


(i)            As used in this Agreement, the term “or”
shall be deemed to include the term “and/or” and the singular or plural number
shall be deemed to include the other whenever the context so indicates or
requires.



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IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day of and year first above written.


	
  

  	
  SenseIt Corp.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  [Name], [Title]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Christopher Toffales

  



 



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